SEC Filings

DEF 14A
ACADIA REALTY TRUST filed this Form DEF 14A on 03/26/2019
Entire Document
 

PROPOSAL 3 - ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

 

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), the Company is seeking a non-binding shareholder vote approving the compensation of Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC rules and as discussed in "Compensation Discussion and Analysis," the compensation tables and any related material. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company's Named Executive Officers and the policies and practices described in this Proxy Statement.

 

The Board and management have thoughtfully designed the Company's executive compensation philosophy, policies and programs tailored with the understanding of the Company's business and the strategic mission of the Company.

 

The Compensation Committee's executive compensation objectives are as follows:

 

 

1.

Motivating the Company's Named Executive Officers to create maximum shareholder value.

 

2.

Providing incentives to the Company's Named Executive Officers that reward dedication, hard work and success.

 

3.

Providing a compensation program that ensures "pay for performance."

 

4.

Aligning the interests of the Company's Named Executive Officers and shareholders as closely as possible.

 

5.

Aligning the interests of the Company's Named Executive Officers and the Company's external fund investors as closely as possible.

 

6.

Creating the right mix of long-term incentives to motivate and to retain the Company's Named Executive Officers.

 

7.

Creating an incentive compensation program that can go beyond the Company's Named Executive Officers and be utilized throughout the organization.

 

 

Vote Required; Recommendation

 

The affirmative vote of a majority of all the votes cast by holders of Common Shares in person or by proxy at the Annual Meeting is required to approve the advisory (non-binding) resolution approving the Company's executive compensation program for Named Executive Officers as set forth in this Proxy Statement. Because the shareholder vote is advisory, the results will not be binding upon the Board. However, the Compensation Committee will take the outcome of the vote expressed by the shareholders into consideration for future executive compensation arrangements.

 

The Board of Trustees unanimously recommends that the shareholders vote "FOR" the approval, on a non-binding advisory basis, of the Company's executive compensation program for Named Executive Officers as set forth in this Proxy Statement.

 

Unless otherwise indicated by a shareholder on a proxy and except with respect to broker non-votes, shares will be voted "FOR" the approval of the executive compensation.

 

Because this proposal is a non-routine matter under the rules of the New York Stock Exchange, brokerage firms, banks and other nominees who hold Common Shares on behalf of clients in "street name" are not permitted to vote such Common Shares if the client does not provide instructions.

 

For additional information regarding voting requirements, please refer to "Outstanding Shares and Voting Rights" above.

 

BOARD OF TRUSTEES

 

Trustee Meetings and Attendance

 

During 2018, the Board of Trustees held four in-person meetings, the Audit Committee held five telephonic meetings, the Compensation Committee held four in-person meetings and had a number of telephonic discussions, the Nominating and Corporate Governance Committee held one in person meeting and two telephonic meetings and the Investment/Capital Markets Committee held numerous telephonic discussions to discuss potential transactions. The Board of Trustees believes consistent attendance with a minimum of missed meetings is important in carrying out the responsibilities of being a Trustee. Trustee attendance for Board and committee meetings was 100%.

 

The Company does not have a formal policy requiring Trustees to be present at Annual Meetings, although the Company does encourage their attendance. All of the Trustees attended the 2018 Annual Meeting.

 

10