|ACADIA REALTY TRUST filed this Form DEFA14A on 04/30/2019|
|ACADIA REALTY TRUST filed this Form DEFA14A on 04/30/2019|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Acadia Realty Trust
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Acadia Realty Trust, Inc. (the “Company”) is providing additional information in connection with Proposal No. 3: Advisory Approval of the Company’s Executive Compensation. The Board of Trustees believes that the Company’s executive compensation program effectively aligns our executive officers’ pay with Company performance and the interests of our shareholders. Below are additional details that demonstrate our strong commitment to pay-for-performance alignment and why we believe your support for Proposal No. 3 is warranted.
Our goal is to provide executive officers with competitive pay opportunities that are subject to the achievement of performance goals that support the Company’s short-term and long-term strategic objectives. Accordingly, target compensation for our CEO approximates the median of the executive compensation peer group (which peer group the Company carefully selected to include the most similar competitors based on size and asset holdings, so that comparisons of our compensation structure to such peers would be meaningful). The Compensation Committee believes our CEO’s target compensation is appropriate relative to the Company’s performance.
We believe our compensation program demonstrates a strong pay-for-performance alignment that is consistent with the value being created for shareholders given that:
Changes to the Executive Compensation Program Structure
Our Compensation Committee regularly assesses the design of the Company’s executive compensation program structure and makes changes over time to reflect current market and governance practices. In 2017, the Board of Trustees modified key elements of the program, including:
Following these changes, the Company received a record high level of support with 98.6% of shareholders approving the 2018 Say-on-Pay proposal. It is important to note that these changes were not made as a result of any negative Say-on-Pay voting results (the Company has never received less than 91.7% shareholder approval), but instead were made in connection with the Company’s commitment to maintaining a best-in-class, market-based compensation program.
Our Compensation Committee continues to assess our executive compensation program and make changes as appropriate. For the 2019 Annual Cash Bonus Plan, the Compensation Committee increased the objective financial metrics from 50% to 65% and reduced the subjective component from 50% from 35% in accordance with the preference for more objective measures by shareholders. The below chart outlines the financial metrics used in our cash bonus program and their corresponding weightings:
Setting Financial Bonus Metrics
Our cash bonus plan is based on the achievement of both objective financial and strategic performance goals. The objective financial measures are set based on the Company-disclosed guidance and are consistent with market expectations.
Board Evaluation of 2018 Subjective Bonus Measures
The Compensation Committee believes that not all performance measures can be assessed based on quantifiable financial metrics and that accomplishing strategic priorities that lead to the long-term success of the Company is also important. Accordingly, a portion of our cash bonus program is based on a qualitative assessment of pre-established performance goals, as follows:
The strategic goals are structured to provide our management with the flexibility to assess and best execute the strategic plan given the unpredictable nature of the retail sector. However, the assessment of their success in maintaining the strategic goals is based on measurable achievements and tangible results. The Company’s achievement of the 2018 strategic performance goals is outlined below and resulted in a 3.5 out of 5 rating:
Individual Performance Measures
Cash bonus payouts for our executive officers, including the CEO, are also assessed based on individual performance. The Compensation Committee concluded that the CEO merited a performance rating at target based on its assessment of performance against his pre-established individual goals set in early 2018.
Benefits of the Bonus Exchange Program
Consistent with the Company’s focus on creating long-term shareholder value, our compensation program includes a bonus exchange program that encourages our employees to elect to receive time-vested LTIP Units in lieu of cash. Any portion of the cash bonus elected to be received in LTIP Units receives a 20% discount, with such Units subject to a long-term, five-year vesting period. The Compensation Committee believes that this feature serves to reinforce a long-term focus by Management and promote retention.
Further, the 20% discount value is factored into each executive officer’s pay opportunity to ensure that the deferral would not result in compensation in excess relative to our peers. By example, our CEO’s total target compensation is set at the median of our executive compensation peer group for 2018, inclusive of the discount.
Proxy advisory firm ISS has recommended a vote Against Proposal No. 3. The Board of Trustees hopes you will consider the above supplementary facts before you vote your shares. Please read the complete proxy statement and accompanying materials carefully before you vote your shares.
The Board of Trustees recommend that you vote “FOR” Proposal No. 3. We encourage our shareholders to reach out directly to Jason Blacksberg at 914-288-8138 or email@example.com to discuss any questions you may have.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this schedule may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative thereof or other variations thereon or comparable terminology. The Company can go no assurance that such expectations will be achieved and undertakes no obligation to publicly update or revise any forward-looking statements.