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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CatchMark Timber Trust Inc | NYSE:CTT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.37 | 0 | 01:00:00 |
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the form or schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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Considering and voting upon a proposal to elect the seven directors named in this proxy statement to serve until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualify;
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2.
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Considering and voting upon a proposal to approve, on an advisory basis, the compensation of our named executive officers;
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3.
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Ratifying the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2019; and
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4.
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Transacting any other business that may properly come before the meeting or any adjournment or postponement thereof.
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Proxy Statement Summary
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Corporate Governance
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Selecting Director Nominees and Board Refreshment
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Director Independence
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Meetings of Independent Directors
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Board Leadership Structure
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Board and Committees Self-Evaluation
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Corporate Governance Guidelines
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Code of Business Conduct and Ethics
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Related Person Transactions Policy
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Independent Director Compensation Program
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Stock Ownership Guidelines for Independent Directors
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Prohibition on Hedging and Pledging
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Communications with Our Board of Directors
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Your Board of Directors
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Proposal No. 1: Election of Directors
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Vote Required
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Recommendation
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Board Committees
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Audit Committee
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Nominating and Corporate Governance Committee
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Compensation Committee
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Finance and Investment Committee
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Director Attendance at Meetings
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Executive Compensation
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Report of the Compensation Committee
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Compensation Discussion and Analysis
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Executive Summary
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Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation
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Role of the Compensation Committee
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Role of the Compensation Consultant
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Role of Executive Officers in Compensation Decisions
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Peer Groups
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Elements of 2018 Named Executive Officer Compensation Program
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Benefits and Perquisites
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Employment Agreements
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Change in Control Severance Protection Plan
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Other Compensation and Governance Policies
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Impact of Regulatory Requirements on Compensation
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Summary of Executive Compensation
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Summary Compensation Table
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Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
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Options Exercised and Stock Vested
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Equity Compensation Plan Information
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Potential Payments Upon Termination of Employment or Change in Control
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CEO Pay Ratio
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Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation
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Vote Required
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Recommendation
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Audit Committee Matters
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Report of Audit Committee
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Principal Auditor Fees
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Preapproved Policies
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Proposal No. 3: Ratification of Appointment of Independent Auditors
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Vote Required
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Recommendation
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Stock Ownership
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Section 16(a) Beneficial Ownership Reporting Compliance
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Voting, Meeting and General Information
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Meeting Date:
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June 27, 2019
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Record Date:
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April 8, 2019
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Meeting Time:
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10:00 a.m., local time
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Meeting Place:
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Westin Atlanta Perimeter North
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Voting:
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Anyone who owned shares of our Class A common stock (“common stock”) at the close of business on April 8, 2019 is entitled to vote at the annual meeting. Each share is entitled to one vote on each matter to be voted upon at the annual meeting.
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Admission:
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You are entitled to attend the annual meeting only if you are a holder of record or a beneficial owner of shares of our common stock as of the record date or if you hold a valid proxy for the annual meeting. If a bank, broker or other nominee is the record owner of your shares, you will need to have proof that you are the beneficial owner to be admitted to the annual meeting. A recent statement or letter from your bank or broker confirming your ownership as of the record date, or presentation of a valid proxy from a bank, broker or other nominee that is the record owner of your shares, would be acceptable proof of your beneficial ownership. You also should be prepared to present photo identification for admittance. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the annual meeting.
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Name
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Age
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Director
Since
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Primary Occupation
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Independent
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AC
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CC
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FC
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NC
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Jerry Barag
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60
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2013
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CEO, CatchMark Timber Trust, Inc.
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ü
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Paul S. Fisher
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63
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2016
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Retired Vice Chairman, President and CEO, CenterPoint Properties Trust
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ü
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ü
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C
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ü
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Mary E. McBride
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63
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2018
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Retired President, CoBank, ACB
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ü
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ü
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ü
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ü
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Donald S. Moss
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83
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2006
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Retired Group Vice President, Avon Products, Inc.
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ü
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ü
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C
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Willis J. Potts, Jr.
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72
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2006
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Retired Vice President and General Manager, Temple-Inland, Inc.
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ü
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ü
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ü
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Douglas D. Rubenstein
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56
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2013
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Executive Vice President, Chief Operating Officer and Director of Capital Markets, Benjamin F. Edwards & Company
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ü
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ü
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ü
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C
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Henry G. Zigtema
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67
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2012
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Retired Partner, Ernst & Young LLP
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ü
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C, FE
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ü
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AC = Audit Committee CC = Compensation Committee FC = Finance and Investment Committee NC =Nominating and Corporate Governance Committee C = Committee Chair FE = Financial Expert
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Revenues and Net Loss
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»
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Increased total revenues to $97.9 million, a 7% increase over 2017. Incurred a net loss of $122.0 million in accordance with GAAP, compared to $13.5 million for full-year 207, primarily due to a $109.6 million allocated loss from our Triple T Joint Venture discussed below.
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Adjusted EBITDA
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»
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Increased Adjusted EBITDA* by 19% to $49.8 million, compared to $41.9 million for full-year 2017.
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Net Sales Pricing
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»
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Captured a 6% increase in pulpwood net sales price per ton as compared to 2017 and realized sawtimber net sales price per of ton of $24, consistent with prior year. During the fourth quarter, we captured sawtimber net sales price of $25 per ton.
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Delivered Wood Sales
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»
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Increased delivered wood sales as a percentage of total sales volume to 80% in 2018 from 74% in 2017.
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Acquisition
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Acquired 18,100 acres of prime Oregon timberlands for $89.7 million, our first Pacific Northwest acquisition, diversifying our assets and markets and increasing our sawtimber holdings.
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Triple T Joint Venture
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»
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Invested $200 million in the industry-leading Triple T joint venture to secure ownership interests in 1.1 million acres of high-quality Texas timberlands with long-term, sustainable growth potential and an expectation of unlocking further value through greater operating efficiencies and new tactical strategies.
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Asset Management Fees
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»
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Increased asset management fees to $5.6 million from $0.1 million the previous year.
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Rebalanced Holdings
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»
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Rebalanced our holdings in the Southwest following the Triple T investment by disposing of 56,000 acres of timberlands in Texas and Louisiana for $79.3 million, the proceeds of which were used to pay down debt used to fund the Pacific Northwest acquisition.
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Return to Stockholders
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»
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Returned $25.6 million to stockholders through dividends fully funded out of CAD** with a pay-out ratio of 77%, as compared to 88% for 2017.
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•
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We are proud that 100% of our fee timberlands are certified as a sustainable forest according to the high standards of the Sustainable Forestry Initiative® (SFI).
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•
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Since 2013, we have planted approximately 40 million trees, including over 9 million in 2018.
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•
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We plant four seedlings for every tree that we harvest (excluding trees cut in thinning operations).
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•
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We have also been a member of the Forestry for Wildlife Partnership for Georgia since 2010 and we were recognized as a 2018 Forestry Wildlife Partner, as we have been in prior years, by the Georgia Department of Natural Resources’ Wildlife Resources Division and the Governor for our stewardship and land management practices benefiting Georgia’s wildlife.
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•
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Through our Dawsonville Bluffs joint venture, we own and manage two mitigation banks located in North Georgia that preserve 17.6 miles of stream, of which, 8.5 miles of stream has been restored, improving habitat for sensitive and endangered species including the Etowah crawfish and Holiday darter.
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•
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We have a process for identifying populations of known threatened, endangered, and rare species and all field personnel have training in species identification and their habitats. In our South Central region we have occurrences of
Fringed Campion
and
Trillium
, both endangered plants, and we developed management plans to protect these species.
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•
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We value the contributions of all of our employees, as evidenced by our CEO pay ratio of 8.8 to 1 for 2018. We provide high-quality benefits, including healthcare and wellness initiatives, a 401(k) plan with a generous company match.
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•
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We provide professional development opportunities for our employees, including personal coaching.
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•
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We believe that all individuals should be treated with dignity and respect and have adopted a No Harassment Policy that does not tolerate discriminatory harassment of any sort, including based on race, color, religion, sex, national origin, age, disability, pregnancy, childbirth, or related medical conditions, gender identity, sexual orientation, genetic information, citizenship status, service member status, or any other characteristic protected by federal, state, or local anti-discrimination laws.
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•
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Our board of directors has met with all of our employees to reiterate our mission, emphasize an ethical culture and express their appreciation for our employees’ contribution to our success.
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•
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Our board of directors places high importance on diversity, particularly gender diversity at this time. In February 2018, our board elected Mary E. McBride as a director, and our Nominating Committee and board continue to seek to develop a board that is more diverse.
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ü
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Annual election of all directors
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ü
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Average director tenure of 7 years
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ü
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Majority voting with plurality carve out for contested elections
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ü
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Risk oversight by the board and committees
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ü
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Six of seven directors are independent
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ü
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Annual board and committee self-evaluations
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ü
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Separate independent Chairman and CEO
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ü
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No supermajority voting
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ü
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Anti-hedging and anti-pledging policy
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ü
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No stockholder rights plan
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ü
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Executive officer stock ownership guidelines
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ü
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Director continuing education policy
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ü
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Independent director stock ownership guidelines
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ü
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All directors attended at least 75% of 2018 meetings
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ü
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Regular executive sessions of independent directors
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ü
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Stockholder engagement
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ü
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Related person transactions policy
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ü
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Annual say-on-pay advisory votes
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•
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Our executive compensation programs are designed to align the interests of our executive officers with those of our stockholders. We believe that our compensation programs encourage executive decision-making that is aligned with the long-term interests of our stockholders by tying a significant portion of our executives’ pay to our performance.
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•
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At our 2018 annual meeting of stockholders, we received approximately 91% support for our executive compensation program.
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•
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Our compensation program is comprised of three primary elements: base salary, annual cash incentive awards and long-term equity incentive awards.
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•
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A significant portion of our named executive officers’ 2018 target total direct compensation was “at-risk,” which the Compensation Committee believes aligns our executive officers’ interests with the interests of our stockholders and encourages longer-term value creation for our stockholders.
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•
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Consistent with the Compensation Committee’s commitment to “at-risk” pay that aligns the interest of our executives with our stockholders, the Compensation Committee did not make any adjustments to the rigorous performance goals for the 2016 performance awards and, accordingly, they were forfeited by our executives.
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•
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The majority of each named executive officer’s (“NEO”) 2018 annual cash incentive bonus opportunity (80%) was based on our achievement of our Adjusted EBITDA goals. The remaining portion was based on the Compensation Committee’ subjective assessment of each NEO’s individual performance.
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•
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electronically access our proxy statement for our 2019 Annual Meeting of Stockholders, our 2018 Annual Report to Stockholders and a form of proxy; and
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•
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vote via the Internet, by telephone or by mail.
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•
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the Company or any of its subsidiaries is a participant;
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•
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any “related person” (an executive officer, director, beneficial owner of more than 5% of the Company’s common stock, or immediate family member or business affiliate of any of the foregoing) has or will have a direct or indirect material interest; and
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•
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the aggregate amount involved since the beginning of the Company’s last completed fiscal year exceeds or may reasonably be expected to exceed $120,000.
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Name
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Option Awards
(#)
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Paul S. Fisher
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—
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Mary E. McBride
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—
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Donald S. Moss
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419
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Willis J. Potts, Jr.
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419
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Douglas D. Rubenstein
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—
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Henry G. Zigtema
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—
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Name
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Age
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Position(s)
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Term of Office
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Willis J. Potts, Jr.
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72
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Chairman of the Board
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Since 2006
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Paul S. Fisher
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63
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Independent Director
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Since 2016
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Mary E. McBride
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63
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Independent Director
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Since 2018
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Donald S. Moss
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83
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Independent Director
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Since 2006
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Douglas D. Rubenstein
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56
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Independent Director
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Since 2013
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Henry G. Zigtema
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67
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Independent Director
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Since 2012
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Jerry Barag
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60
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Chief Executive Officer and Director
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Since 2013
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•
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Jerry Barag, our Chief Executive Officer;
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•
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Brian M. Davis, our President and Chief Financial Officer;
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•
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Todd Reitz, our Senior Vice President, Forest Resources;
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•
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Lesley Solomon, our General Counsel and Secretary; and
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•
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John F. Rasor, our former Chief Operating Officer.
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•
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provide market-competitive programs that ensure we attract, retain, and motivate talented executives capable of performing at the highest levels of our industry;
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•
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reflect the qualification, skills, experience and responsibilities of each NEO;
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•
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create and maintain a performance-focused culture by rewarding the attainment of short- and long-term performance goals;
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•
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link incentive compensation levels with the creation of stockholder value; and
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•
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emphasize and award achievement of long-term objectives that are consistent with our strategic focus on growth, operations and stockholder returns.
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•
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Captured a 6% increase in pulpwood net sales price per ton as compared to 2017 and realized sawtimber net sales price per of ton of $24, consistent with prior year, while Southwide averages for pine sawtimber have tracked below $24 for the past eight quarters, according to Timber-Mart South. During the fourth quarter, we captured sawtimber net sales price of $25 per ton.
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•
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Increased delivered wood sales as a percentage of total sales volume to 80% in 2018 from 74% in 2017.
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•
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Strategically deferred harvests to future periods in anticipation of stronger future pricing, which resulted in total harvest volumes to decrease to 2.2 million tons, or 8%, as compared to 2017.
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•
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Met our annual timberland disposition target by selling 8,500 acres of less productive tracts for $17.5 million, or $2,064 per acre as compared to $1,924 per acre in 2017, while remaining within our disposition target range of 1-2% of fee acreage.
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•
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Expanded our operations to the Pacific Northwest through our acquisition of 18,100 acres of prime Oregon timberlands for $89.7 million, the Bandon acquisition, diversifying our assets and markets and increasing our sawtimber holdings.
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•
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Invested $200 million in the industry-leading Triple T joint venture to secure ownership interests in 1.1 million acres of high-quality Texas timberlands with long-term, sustainable growth potential and an expectation of unlocking further value through greater operating efficiencies and new tactical strategies.
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•
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Expanded our investment management platform through Triple T, which generates significant asset management fees and offers the opportunity to earn outsized returns with incentive-based promotes.
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•
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Following the Triple T investment, rebalanced our holdings in the Southwest by disposing of 56,000 acres of timberlands in Texas and Louisiana for $79.3 million, the proceeds of which were used to pay down debt used to fund the Bandon acquisition.
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•
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Continued to be SFI-certified under a program that meets the requirements of the SFIS 2015-2019 Forest Management Edition.
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•
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Generated gross timber sales revenue of $69.5 million, a 3% decrease from 2017 despite an 8% decrease in harvest volumes due to strategic deferral of harvests until a stronger pricing environment in order to maximize value.
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•
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Increased timberland sales revenue to $17.5 million, a 19% increase over 2017.
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•
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Increased asset management fees to $5.6 million from $0.1 million the previous year.
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•
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Increased total revenues to $97.9 million, a 7% increase over 2017.
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•
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Generated $2.6 million of income and received $8.5 million of distribution from the unconsolidated Dawsonville Bluffs joint venture.
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•
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Increased Adjusted EBITDA* to $49.8 million, a 19% increase over 2017.
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•
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Raised $72.5 million of capital in an equity offering to support growth initiatives and take advantage of a robust investment pipeline, including the subsequent investments in Triple T and Bandon.
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•
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Strengthened our balance sheet by increasing total borrowing capacity by $75 million and converting $140 million of debt outstanding under our multi-draw facility to a seven-year term loan.
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•
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Executed $200 million of interest rate swap agreements to mitigate exposure to rising interest rates, effectively converting a total of 73% of our outstanding debt as of December 31, 2018 to fixed rates.
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•
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Returned $25.6 million to stockholders through dividends fully funded out of CAD** with a pay-out ratio of 77%, as compared to 88% for 2017.
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•
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Opportunistically repurchased $1.0 million of our common shares at attractive historical prices.
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(in millions)
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Year Ended December 31, 2018
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||
Cash Provided by Operating Activities
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$
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29.8
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(-) Capital Expenditures (excluding timberland acquisitions)
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(4.5)
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(+) Working Capital Changes
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3.8
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(-) Distributions from Unconsolidated Joint Ventures
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4.7
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(-) Other
(1)
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(0.5)
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Cash Available for Distribution
|
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$
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33.3
|
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(1) Other includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberland portfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.
|
Company
|
|
Market Capitalization
as of December 31, 2018
($'s in millions)
|
|
CatchMark Timber Trust, Inc.
|
|
349
|
|
Armada Hoffler Properties, Inc.
|
|
703
|
|
PotlatchDeltic Corporation
(1)
|
|
2,138
|
|
Easterly Government Properties, Inc.
|
|
954
|
|
Farmland Partners, Inc.
|
|
139
|
|
Forestar Group Inc.
|
|
581
|
|
One Liberty Properties, Inc.
|
|
454
|
|
Pope Resources
|
|
279
|
|
SoTHERLY Hotels Inc.
|
|
80
|
|
St Joe Company
|
|
799
|
|
UMH Properties, Inc.
|
|
454
|
|
Universal Forest Products Inc.
|
|
1581
|
|
Whitestone REIT
|
|
488
|
|
Company
|
|
Market Capitalization
as of December 31, 2018
($'s in millions)
|
|
CatchMark Timber Trust, Inc.
|
|
349
|
|
PotlatchDeltic Corporation
(1)
|
|
2138
|
|
Forestar Group Inc.
|
|
581
|
|
Pope Resources
|
|
279
|
|
Rayonier Inc.
|
|
3,586
|
|
St Joe Company
|
|
799
|
|
Universal Forest Products Inc.
|
|
1581
|
|
Weyerhaeuser Company
|
|
16,316
|
|
Name
|
|
2018
Base Salary
|
|
2018 Annual Cash Incentive
|
|
2018 Long-Term Incentive
(1)
|
||||||||||||||||||||||
|
|
|
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Threshold
|
|
Target
|
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Maximum
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|
Threshold
|
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Target
|
|
Maximum
|
||||||||||||||
Mr. Barag
|
|
$
|
530,500
|
|
|
$
|
185,675
|
|
|
$
|
371,350
|
|
|
$
|
557,025
|
|
|
$
|
400,528
|
|
|
$
|
801,586
|
|
|
$
|
1,282,219
|
|
Mr. Davis
|
|
$
|
371,500
|
|
|
$
|
92,875
|
|
|
$
|
185,750
|
|
|
$
|
278,625
|
|
|
$
|
244,819
|
|
|
$
|
490,009
|
|
|
$
|
783,865
|
|
Mr. Reitz
|
|
$
|
257,500
|
|
|
$
|
51,500
|
|
|
$
|
77,250
|
|
|
$
|
128,750
|
|
|
$
|
50,000
|
|
|
$
|
100,000
|
|
|
$
|
150,000
|
|
Name
|
|
2018 Annual Cash Incentive (% of Base Salary)
|
||||
|
|
Threshold
|
|
Target
|
|
Maximum
|
Mr. Barag
|
|
35.0%
|
|
70.0%
|
|
105.0%
|
Mr. Davis
|
|
25.0%
|
|
50.0%
|
|
75.0%
|
Mr. Reitz
|
|
20.0%
|
|
30.0%
|
|
50.0%
|
Financial Measure
|
|
Weighting
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
Adjusted EBITDA
(1)
|
|
100%
|
|
$42M
|
|
$45M
|
|
$48M
|
|
$50M
|
(1)
|
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Adjusted EBITDA” on pages 47-49 of our annual report on Form 10‑K filed with the SEC on March 1, 2019 for the definition and information regarding why we present Adjusted EBITDA and for a reconciliation of this non‑GAAP financial measure to net loss.
|
Name
|
|
2018 Annual Cash Incentive Awards - Financial Performance Component
|
||||||||||||||
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
||||||||
Mr. Barag
|
|
$
|
148,540
|
|
|
$
|
297,080
|
|
|
$
|
445,620
|
|
|
$
|
445,620
|
|
Mr. Davis
|
|
$
|
74,300
|
|
|
$
|
148,600
|
|
|
$
|
222,900
|
|
|
$
|
222,900
|
|
Mr. Reitz
|
|
$
|
41,200
|
|
|
$
|
61,800
|
|
|
$
|
103,000
|
|
|
$
|
103,000
|
|
•
|
For Mr. Barag, his contributions with respect to the equity offering, the Triple T and Dawsonville Bluffs joint ventures, the Bandon acquisition and enhancing the depth and breadth of the organization;
|
•
|
For Mr. Davis, his contributions with respect to the Capital Allocation and Stockholder Value Creation accomplishments summarized in the
2018 Company Performance Highlights
above and enhancing the depth and breadth of the organization; and
|
•
|
For Mr. Reitz, his contributions with respect to the management of our timberlands and the Operational accomplishments summarized in the
2018 Company Performance Highlights
above.
|
Name
|
|
2018 Annual Cash Incentive Awards - Individual Performance Component
|
||||||||||||||
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
||||||||
Mr. Barag
|
|
$
|
37,135
|
|
|
$
|
74,270
|
|
|
$
|
111,405
|
|
|
$
|
74,270
|
|
Mr. Davis
|
|
$
|
18,575
|
|
|
$
|
37,150
|
|
|
$
|
55,725
|
|
|
$
|
55,725
|
|
Mr. Reitz
|
|
$
|
10,300
|
|
|
$
|
15,450
|
|
|
$
|
25,750
|
|
|
$
|
25,750
|
|
Name
|
|
2018 Annual Cash Incentive Awards - Totals
|
||||||||||||||
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
||||||||
Mr. Barag
|
|
$
|
185,675
|
|
|
$
|
371,350
|
|
|
$
|
557,025
|
|
|
$
|
519,890
|
|
Mr. Davis
|
|
$
|
92,875
|
|
|
$
|
185,750
|
|
|
$
|
278,625
|
|
|
$
|
278,625
|
|
Mr. Reitz
|
|
$
|
51,500
|
|
|
$
|
77,250
|
|
|
$
|
128,750
|
|
|
$
|
128,750
|
|
Award
|
|
Design Features
|
|
Purpose
|
Performance-based LTI awards
|
|
Earned based on continued employment and the achievement of specified targets related to relative TSR compared to customized peer groups (50%), compared to the Russell 3000 index (30%) and compared to the NCREIF Timberland Index (20%)
|
|
•
Focus and incentivize our executives on achievement of total stockholder return
|
|
|
50% of the earned awards vest on the date the Compensation Committee certifies performance achievement and 50% vest on the first anniversary thereof
|
|
•
Retention
•
Aligns interests with those of our stockholders
|
Time-based LTI awards
|
|
Vest over a defined period of time, subject to the executive's continued employment
|
|
•
Retention
•
Aligns interests with those of our stockholders
|
•
|
The performance-based 2017 LTI Awards and 2018 LTI Awards may be earned following the conclusion of a three-year performance period based on achievement of goals related to (i) relative total stockholder return (TSR) as compared to two pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry
(1)
(50%); (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index
(2)
(20%). 50% of the earned awards vest on the date the Compensation Committee certifies performance achievement and 50% vest on the first anniversary thereof.
|
•
|
The time-based 2017 LTI Awards vest in two equal installments in 2020 and 2021 and the time-based 2018 LTI Awards vest in three equal installments in 2020, 2021, and 2022, subject to the executive’s continued employment with us on each vesting date. Because the grant of the 2017 LTI Awards and 2018 LTI Awards was delayed, the Compensation Committee deviated from the Company’s more typical four-year vesting schedule in order to recognize the service requirements that would have been already been satisfied by the executives had the grants been made at the normal time.
|
|
Multiple of Base Salary
|
Chief Executive Officer
|
4x
|
Other Executive Officers
|
2x
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus
($)
|
|
Stock Awards
($)
(1)(2)
|
|
Non-Equity Incentive Plan Compensation ($)
(3)
|
|
All Other Compensation
($)
(4)
|
|
Total ($)
|
||||||
Mr. Jerry Barag
Chief Executive Officer
|
|
2018
|
|
530,500
|
|
|
—
|
|
|
655,421
|
|
(5)
|
519,890
|
|
|
23,821
|
|
|
1,729,632
|
|
|
2017
|
|
515,000
|
|
|
—
|
|
|
387,277
|
|
|
540,750
|
|
|
21,681
|
|
|
1,464,708
|
|
|
|
2016
|
|
500,000
|
|
|
—
|
|
|
862,486
|
|
|
525,000
|
|
|
19,737
|
|
|
1,907,223
|
|
|
Mr. Brian M. Davis
President and Chief Financial Officer
|
|
2018
|
|
371,500
|
|
|
—
|
|
|
400,601
|
|
(5)
|
278,625
|
|
|
18,500
|
|
|
1,069,226
|
|
|
2017
|
|
360,500
|
|
|
—
|
|
|
400,601
|
|
|
270,375
|
|
|
18,000
|
|
|
885,544
|
|
|
|
2016
|
|
350,000
|
|
|
—
|
|
|
524,981
|
|
|
262,500
|
|
|
18,000
|
|
|
1,155,481
|
|
|
Mr. Todd P. Reitz
(6)
|
|
2018
|
|
257,500
|
|
|
—
|
|
|
40,113
|
|
(5)
|
128,750
|
|
|
15,415
|
|
|
441,278
|
|
Senior Vice President, Forest Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Lesley H. Solomon
(6)
|
2018
|
|
98,836
|
|
|
75,000
|
(8)
|
100,000
|
|
|
—
|
|
|
4,875
|
|
|
278,711
|
|
||
General Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. John F. Rasor
(7)
|
|
2018
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,500
|
|
|
468,500
|
|
Former Chief Operating Officer
|
|
2017
|
|
450,000
|
|
|
—
|
|
|
675,000
|
|
|
337,500
|
|
|
16,552
|
|
|
1,479,052
|
|
|
2016
|
|
350,000
|
|
|
—
|
|
|
524,981
|
|
|
262,500
|
|
|
19,775
|
|
|
1,157,256
|
|
Name
|
|
Grant Date
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
|
All Other Stock Award:
(3)
# of Shares of Stock or Units (#)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
(4)
|
||||||||
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold
($)
|
|
Target ($)
|
|
Maximum ($)
|
|
|
||||
Mr. Barag
|
|
2/27/2018
|
|
185,675
|
|
371,350
|
|
557,025
|
|
|
|
|
|
|
|
|
|
|
|
|
11/29/2018
|
|
|
|
|
|
|
|
15,749
|
|
94,496
|
|
15,749
|
|
28,317
|
|
239,844
|
|
|
11/29/2018
|
|
|
|
|
|
|
|
19,340
|
|
116,427
|
|
19,340
|
|
24,162
|
|
204,655
|
Mr. Davis
|
|
2/27/2018
|
|
92,875
|
|
185,750
|
|
278,625
|
|
|
|
|
|
|
|
|
|
|
|
|
11/29/2018
|
|
|
|
|
|
|
|
9,625
|
|
57,747
|
|
9,625
|
|
17,305
|
|
146,571
|
|
|
11/29/2018
|
|
|
|
|
|
|
|
11,824
|
|
71,178
|
|
11,824
|
|
14,770
|
|
125,106
|
Mr. Reitz
|
|
2/27/2018
|
|
51,500
|
|
77,250
|
|
128,750
|
|
|
|
|
|
|
|
|
|
|
|
|
11/29/2018
|
|
|
|
|
|
|
|
2,422
|
|
14,582
|
|
2,422
|
|
3,014
|
|
25,531
|
Ms. Solomon
|
|
9/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,361
|
|
100,000
|
Mr. Rasor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|||||||||||||
Name
|
|
Number of Shares or Units of Stock That Have Not
Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
(1)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
(2)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested ($) (1) |
|||||||
Mr. Barag
|
|
13,079
|
|
(3)
|
92,861
|
|
|
|
|
|
|||||
|
5,000
|
|
(4)
|
35,500
|
|
|
|
|
|
||||||
|
16,320
|
|
(5)
|
115,872
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
—
|
|
(11)
|
—
|
|
||||
|
|
28,317
|
|
(6)
|
201,051
|
|
|
6,023
|
|
(12)
|
42,761
|
|
|||
|
|
24,162
|
|
(7)
|
171,550
|
|
|
5,301
|
|
(13)
|
37,639
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Mr. Davis
|
|
7,953
|
|
(3)
|
56,466
|
|
|
|
|
|
|||||
|
3,050
|
|
(4)
|
21,655
|
|
|
|
|
|
||||||
|
9,934
|
|
(5)
|
70,531
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
—
|
|
(11)
|
—
|
|
||||
|
|
17,305
|
|
(6)
|
122,866
|
|
|
3,681
|
|
(12)
|
26,132
|
|
|||
|
|
14,770
|
|
(7)
|
104,867
|
|
|
3,241
|
|
(13)
|
23,010
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Mr. Reitz
|
|
5,222
|
|
(8)
|
37,076
|
|
|
—
|
|
|
—
|
|
|||
|
3,014
|
|
(7)
|
21,399
|
|
|
723
|
|
(13)
|
5,133
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Ms. Solomon
|
|
8,361
|
|
(9)
|
59,363
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
||||||||
Mr. Rasor
|
|
—
|
|
(10)
|
—
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Based on the closing price of our common stock on December 31, 2018, the last trading day of our fiscal year ($7.10).
|
(2)
|
Does not include 2016 Performance Awards that were forfeited as discussed on page 32.
|
(3)
|
Reflects 50% of earned shares pursuant to the 2015 performance awards as certified by the Compensation Committee in January 2018. All of the shares vested on January 22, 2019.
|
(4)
|
Reflects time-based shares of restricted common stock granted on February 18, 2015. All of the shares vested on February 19, 2019.
|
(5)
|
Reflects time-based shares of restricted common stock granted on May 5, 2016. Approximately fifty percent (50%) of the shares vested on February 19, 2019 and the remaining shares vest on February 18, 2020, subject to the executive’s continued employment with us on the vesting date.
|
(6)
|
Reflects time-based 2017 LTI awards granted in the form of restricted shares on November 29, 2018, which will vest in two approximately equal annual installments on February 18, 2020 and 2021, subject to the executive’s continued employment with us on each vesting date.
|
(7)
|
Reflects time-based 2018 LTI awards granted in the form of restricted shares on November 29, 2018, which will vest in three approximately equal annual installments on February 18, 2020, 2021 and 2022, subject to the executive’s continued employment with us on each vesting date.
|
(8)
|
Reflects time-based restricted shares granted on March 21, 2017. Approximately 33% of the shares vested on February 19, 2019 and the remaining shares will vest in two equal installments in February 2020 and 2021.
|
(9)
|
Reflects time-based restricted shares granted on September 12, 2018. Approximately 25% of the shares vested on February 19, 2019 and the remaining shares will vest in approximately three equal installments in February 2020, 2021, and 2022.
|
(10)
|
On July 6, 2018, Mr. Rasor resigned as our Chief Operating Officer to serve as President of the Triple T Joint Venture.
In connection with such resignation, all of his outstanding equity awards subject to service-based restrictions were accelerated and became fully vested as of July 6, 2018, and all of his equity awards subject to performance-based vesting conditions were amended to remain outstanding following his resignation and could have been earned based on achievement of the performance goals. However, the 2016 Performance Awards were forfeited as discussed on page 32 and Mr. Rasor has no other performance-based awards outstanding.
|
(11)
|
Reflects estimate of shares payable under the outperformance TSR awards, based on total stockholder return created as of December 31, 2018, calculated using the average closing price of our common stock over a 30-trading day period ending on such date of $7.98). Each of Messrs. Barag and Davis were awarded 40.5% and 24.75%, respectively, of a performance pool having a value equal to 5% of the amount, if any, by which our total return to stockholders during the three-year period commencing on April 1, 2017 and ending on March 31, 2020 exceeds a cumulative total return to stockholders of 7.5%, subject to a maximum of $5 million. The dollar value of the resulting performance pool will be divided by the volume weighted average price of one share of our common stock for the thirty (30) trading days ending on the valuation date to determine the number of shares earned by each participant. There is no threshold or target for the outperformance TSR awards.
|
(12)
|
Reflects performance-based 2017 LTI awards granted in the form of LTIP units to Messrs. Barag and Davis on November 29, 2018, which may be earned upon achievement of pre-established performance goals related to (i) relative TSR as compared to two pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (50%)
)
; (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index
)
(20%) over a three-year performance period (from January 1, 2017 to December 31, 2019). In accordance with SEC rules and based on performance through December 31, 2018, the number of performance-based LTIP units reflected in the table is based on an assumed achievement at the threshold performance level. Fifty percent (50%) of LTIP units earned vest immediately upon the Compensation Committee’s certification of achievement of the performance goals and fifty percent (50%) will vest on the first anniversary of such certification date, subject to the executive’s continued employment with us on each vesting date. Vested LTIP units can be converted into CatchMark Timber OP common units at any time based on the relative capital accounts but will automatically convert into common units when the capital account of the vested LTIP unit is equal to the capital account of a common unit.
|
(13)
|
Reflects performance-based 2018 LTI awards granted in the form of LTIP units to Messrs. Barag and Davis, and performance-based 2018 LTI awards granted in the form of restricted shares to Mr. Reitz, on November 29, 2018, which may be earned upon achievement of pre-established performance goals related to (i) relative TSR as compared to two pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (50%)
)
; (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index
)
(20%) over a three-year performance period (from January 1, 2018 to December 31, 2020). In accordance with SEC rules and based on performance through December 31, 2018, the number of performance-based LTIP units and restricted shares reflected in the table is based on an assumed achievement at the threshold performance level. Fifty percent (50%) of LTIP units or restricted stock earned vest immediately upon the Compensation Committee’s certification of achievement of the performance goals and fifty percent (50%) will vest on the first anniversary of such certification date, subject to the executive’s continued employment with us on each vesting date. Vested LTIP units can be converted into CatchMark Timber OP common units at any time based on the relative capital accounts but will automatically convert into common units when the capital account of the vested LTIP unit is equal to the capital account of a common unit.
|
Name
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)
|
||||
Mr. Barag
|
|
45,379
|
|
|
|
594,638
|
|
|
Mr. Davis
|
|
31,050
|
|
|
|
407,338
|
|
|
Mr. Reitz
|
|
1,740
|
|
|
|
22,342
|
|
|
Ms. Solomon
|
|
—
|
|
|
|
—
|
|
|
Mr. Rasor
(1)
|
|
109,926
|
|
|
|
1,400,762
|
|
|
(1)
|
In connection with Mr. Rasor’s resignation, all of his outstanding equity awards subject to service-based restrictions were accelerated and became fully vested.
|
Plan Category
|
|
(a)
Number of Securities
to be Issued
Upon Exercise of Outstanding Options,
Warrants and Rights
|
|
(b)
Weighted-Average
Exercise Price of Outstanding Options,
Warrants and Rights
(1)
|
|
(c)
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans
Excluding Securities
Reflected in Column (a)
|
|
Equity Compensation Plans Approved by Stockholders
(2)
|
|
220,122
|
(3)
|
$23.85
|
|
1,369,291
|
|
Equity Compensation Plans Not Approved by Stockholders
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
|
|
|
|
1,369,291
|
(1) Calculation of weighted-average exercise price of outstanding stock options. Does not include performance awards that convert to shares of common stock for no consideration.
|
||||||
(2) 2005 Long-Term Incentive Plan and 2017 Plan.
|
||||||
(3) Represents shares issuable upon the exercise of stock options. The number of shares issuable upon conversion of performance awards is calculated based on maximum payout levels until the performance period closes and the award settles.
|
•
|
severance equal to two times his then-current base salary, payable in installments over a 24-month period, or, if the termination occurs during the period commencing 90 days prior to a change in control and concluding on the one-year anniversary of a change in control, severance equal to three times his then-current base salary, payable in a single lump sum;
|
•
|
monthly payments for 18 months equal to the excess of (i) the COBRA cost of group health benefits over (ii) the active employee rate for such coverage, except that our obligation to provide this benefit will end if the executive becomes employed by another employer that provides him with group health benefits; and
|
•
|
accelerated vesting of all of the executive’s outstanding equity awards that vest based on continuous service with us.
|
Name
|
|
Termination for Cause or Resignation without Good Reason
($)
|
|
Termination without Cause or Resignation for Good Reason not in connection with a Change in Control
($)
|
|
Death or Disability
($)
|
|
Termination without Cause or Resignation for Good Reason in connection with a Change in Control
($)
|
|
Change in Control (without a termination of employment)
($)
|
||||||||||
Mr. Barag
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Severance
|
|
—
|
|
|
|
1,061,000
|
|
|
|
—
|
|
|
|
1,591,500
|
|
|
|
—
|
|
|
Health Benefits
(1)
|
|
—
|
|
|
|
19,260
|
|
|
|
—
|
|
|
|
19,260
|
|
|
|
—
|
|
|
Value of Unvested Time-Based Restricted Share Awards
(2)
|
|
—
|
|
|
|
523,973
|
|
|
|
523,973
|
|
|
|
523,973
|
|
|
|
523,973
|
|
|
Value of Unvested Performance-Based Awards
(3)(4)(5)
|
|
—
|
|
|
|
173,261
|
|
|
|
173,261
|
|
|
|
173,261
|
|
|
|
173, 261
|
|
|
Total
|
|
—
|
|
|
|
1,777,494
|
|
|
|
697,234
|
|
|
|
2,307,994
|
|
|
|
697,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mr. Davis
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Severance
|
|
—
|
|
|
|
743,000
|
|
|
|
—
|
|
|
|
1,114,500
|
|
|
|
—
|
|
|
Health Benefits
(1)
|
|
—
|
|
|
|
29,908
|
|
|
|
—
|
|
|
|
29,908
|
|
|
|
—
|
|
|
Value of Unvested Time-Based Restricted Share Awards
(2)
|
|
—
|
|
|
|
319,919
|
|
|
|
319,919
|
|
|
|
319,919
|
|
|
|
319,919
|
|
|
Value of Unvested Performance-Based Awards
(3)(4)(5)
|
|
—
|
|
|
|
105,608
|
|
|
|
105,608
|
|
|
|
105,608
|
|
|
|
105,608
|
|
|
Total
|
|
—
|
|
|
|
1,198,435
|
|
|
|
425,527
|
|
|
|
1,569,935
|
|
|
|
425,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mr. Reitz
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Value of Unvested Time-Based Restricted Share Awards
(2)
|
|
—
|
|
|
|
58,476
|
|
|
|
58,476
|
|
|
|
58,476
|
|
|
|
58,476
|
|
|
Value of Unvested Performance-Based Awards
(3)(4)(5)
|
|
—
|
|
|
|
5,133
|
|
|
|
5,133
|
|
|
|
5,133
|
|
|
|
5,133
|
|
|
Total
|
|
—
|
|
|
|
63,609
|
|
|
|
63,609
|
|
|
|
63,609
|
|
|
|
63,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ms. Solomon
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Value of Unvested Time-Based Restricted Share Awards
(2)
|
|
—
|
|
|
|
59,363
|
|
|
|
59,363
|
|
|
|
59,363
|
|
|
|
59,363
|
|
|
Total
|
|
—
|
|
|
|
59,363
|
|
|
|
59,363
|
|
|
|
59,363
|
|
|
|
59,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mr. Rasor
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Value of Unvested Performance-Based Awards (3)(4)(5)(6)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
Represents Company-paid COBRA for medical and dental coverage based on COBRA 2019 rates.
|
(2)
|
Represents the value of unvested time-based restricted shares of common stock that vest in full upon the designated event based upon the closing price of our common stock on the NYSE on December 31, 2018, the last trading day in our 2018 fiscal year, of $7.10.
|
(3)
|
Represents the value of unvested outperformance TSR awards that vest upon the designated event based upon the closing price of our common stock on the NYSE on December 31, 2018, the last trading day in our 2018 fiscal year, of $7.10, with the number of shares vesting calculated based on total share return calculated as of December 31, 2018.
|
(4)
|
Upon the executive’s termination of employment by reason of his death or disability, or by the Company without “cause” or by the executive for “good reason,” the 2017 LTI awards and 2018 LTI awards granted in 2018 and the outperformance TSR awards granted in 2017 will remain outstanding and eligible to vest pro rata following the conclusion of the performance period based on actual performance. For purposes of this table and based on performance through December 31, 2018, the value reflected in the table assumes (i) achievement of the relevant performance goals at the threshold level of performance, in the case of 2017 LTI awards, (ii) achievement of the relevant performance goals at the threshold level of performance, in the case of 2018 LTI awards, and (iii) total share return calculated as of December 31, 2018, in the case of outperformance TSR awards, and in each case the payouts were prorated based upon the executive’s completion of two-thirds of the performance period (through December 31, 2018), with respect to the 2017 LTI awards, and one-third of the performance period (through December 31, 2018), with respect to the 2018 LTI awards and the outperformance TSR awards.
|
(5)
|
In the event of a change in control (as defined in the Amended and Restated 2005 Long-Term Incentive Plan), the performance period for the 2017 LTI awards and 2018 LTI awards granted in 2018 and the outperformance TSR awards granted in 2017 will end on the effective date of the change in control, and the Compensation Committee will determine the number of awards earned based on actual performance as of such date. One hundred percent (100%) of such earned award will become fully-vested on the effective date of the change in control. For purposes of this table and based on performance through December 31, 2018, the value reflected in the table assumes (i) achievement of the relevant performance goals as of the change in control date at the threshold level of performance, in the case of the 2017 LTI awards, (ii) achievement of the relevant performance goals as of the change in control date at the threshold level of performance, in the case of the 2018 LTI awards, and (iii) total share return calculated as of December 31, 2018, in the case of outperformance TSR awards.
|
(6)
|
In connection with Mr. Rasor’s resignation, all of his outstanding equity awards subject to service-based restrictions were accelerated and became fully vested, and all of his equity awards subject to performance-based vesting conditions were amended to remain outstanding following his resignation.
|
•
|
We selected December 31, 2018 as the date upon which we would identify the “median employee.” As of December 31, 2018, we had 25 employees working for us and our consolidated subsidiaries.
|
•
|
To determine our “median employee” from our employee population, we used “annual total compensation,” calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
|
•
|
We determined that the “median employee” was a full-time, salaried employee located in the United States, with total compensation for the 12-month period ending December 31, 2018 in the amount of $197,679.
|
•
|
With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $197,679.
|
•
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2018 Summary Compensation Table included in this Proxy Statement.
|
•
|
to assist the board of directors in overseeing:
|
o
|
the integrity of the Company’s financial statements;
|
o
|
the Company’s compliance with legal and regulatory requirements, including overseeing the Company’s legal compliance and ethics programs;
|
o
|
the independent auditors’ qualifications and independence; and
|
o
|
the performance of the Company’s internal audit function and independent auditors; and
|
•
|
to prepare a report of the Audit Committee which is to be included in the Company’s annual proxy statement filed with the SEC.
|
|
2018
|
|
2017
|
|||||
Audit fees
|
$
|
504,500
|
|
|
$
|
467,600
|
|
|
Audit-related fees
|
321,702
|
|
|
61,725
|
|
|
||
Tax fees
|
128,250
|
|
|
62,294
|
|
|
||
All other fees
|
—
|
|
|
—
|
|
|
||
Total
|
$
|
954,452
|
|
|
$
|
591,619
|
|
|
•
|
Audit fees —
These are fees for professional services performed for the audit of our annual financial statements and the required review of our quarterly financial statements and other procedures performed by Deloitte in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements.
|
•
|
Audit‑related fees —
These are fees for assurance and related services that traditionally are performed by independent auditors that are reasonably related to the performance of the audit or review of the financial statements, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, internal control reviews, and consultation concerning financial accounting and reporting standards.
|
•
|
Tax fees —
These are fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice, including federal, state, and local issues. Services may also include assistance with tax audits and appeals before the Internal Revenue Service and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence.
|
•
|
All other fees —
These are fees for any services not included in the above-described categories, including assistance with internal audit plans and risk assessments.
|
Names of Beneficial Owners
(1)
|
|
Common Stock
|
||||||
|
Shares
|
|
%
|
|||||
5% Stockholders:
|
|
|
|
|
||||
The Vanguard Group
(2)
|
|
4,915,437
|
|
|
10.0
|
%
|
||
BlackRock, Inc.
(3)
|
|
3,927,777
|
|
|
8.0
|
%
|
||
DePrince, Race and Zollo, Inc.
(4)
|
|
3,553,264
|
|
|
7.2
|
%
|
||
Pictet Asset Management SA
(5)
|
|
2,947,832
|
|
|
6.0
|
%
|
||
Renaissance Technologies LLC
(6)
|
|
2,500,632
|
|
|
5.1
|
%
|
||
Directors and Named Executive Officers:
|
|
|
|
|
||||
Jerry Barag
|
|
172,493
|
|
|
*
|
|
||
Brian M. Davis
|
|
102,697
|
|
|
*
|
|
||
Todd P. Reitz
|
|
21,895
|
|
|
*
|
|
||
Lesley H. Solomon
|
|
7,876
|
|
|
*
|
|
||
Paul S. Fisher
|
|
27,766
|
|
|
*
|
|
||
Mary E. McBride
|
|
5,195
|
|
|
*
|
|
||
Donald S. Moss
(7)
|
|
57,643
|
|
|
*
|
|
||
Willis J. Potts, Jr.
(7)
|
|
31,557
|
|
|
*
|
|
||
Douglas D. Rubenstein
|
|
24,138
|
|
|
*
|
|
||
Henry G. Zigtema
(8)
|
|
27,514
|
|
|
*
|
|
||
All directors and executive officers as a group (10 persons)
(9)
|
|
478,774
|
|
|
*
|
%
|
||
|
|
|||||||
|
|
|||||||
*
|
Less than 1%.
|
|||||||
(1)
|
Except as otherwise indicated below, each beneficial owner has the sole power to vote and dispose of all common stock held by that beneficial owner. Beneficial ownership is determined in accordance with Rule 13d‑3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Common stock issuable pursuant to options, to the extent such options are exercisable within 60 days, are treated as beneficially owned and outstanding for the purpose of computing the percentage ownership of the person holding the option, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
|
|||||||
(2)
|
The amount shown and the following information are derived from a Schedule 13G/A (Amendment No. 1) filed with the SEC on February 11, 2019 in which The Vanguard Group reported that as of December 31, 2018 it had sole voting power over 49,359 shares, shared voting power over 41,647 shares, sole dispositive power over 4,830,835 shares and shared dispositive power over 84,602 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
|||||||
(3)
|
The amount shown and the following information are derived from the Schedule 13G/A (Amendment No. 3) filed with the SEC on February 4, 2019 in which BlackRock, Inc. reported that as of December 31, 2018 it had sole voting power over 3,800,221 shares and sole dispositive power over 3,927,777 shares. The address for BlackRock, Inc. is 55 East 52
nd
Street, New York, New York 10055.
|
|||||||
(4)
|
The amount shown and the following information are derived from the Schedule 13G/A (Amendment No. 1) filed with the SEC on January 25, 2019 in which DePrince, Race & Zollo, Inc. reported that as of December 31, 2018 it had sole voting power over 3,051,276 shares and sole dispositive power over 3,553,264 shares. The address for DePrince, Race and Zollo, Inc. is 250 Park Avenue Southsuite 250, Winter Park, FL 32789.
|
|||||||
(5)
|
The amount shown and the following information are derived from the Schedule 13G filed with the SEC on February 13, 2019 in which Pictet Asset Management SA reported that as of December 31, 2018 it had sole voting and dispositive power over
2,947,832
shares. The address for Pictet Asset Management SA is 60 Route des Acacias, 1211 Geneva 73, Switzerland.
|
|||||||
(6)
|
The amount shown and the following information are derived from the Schedule 13G filed with the SEC on February 12, 2019 in which Renaissance Technologies LLC reported that as of December 31, 2018 it had sole voting and dispositive power over 2,500,632 shares. The address for Renaissance Technologies LLC is 800 Third Avenue, New York, New York 10022.
|
|||||||
(7)
|
Includes 419 shares issuable (for each of Messrs. Moss and Potts) upon the exercise of vested options.
|
|||||||
(8)
|
Includes 9,000 shares of common stock owned indirectly by Mr. Zigtema and his spouse through IM Ninth Street Securities GP.
|
|||||||
(9)
|
The address for our directors and officers is 5 Concourse Parkway, Suite 2650, Atlanta, Georgia 30328.
|
Q:
|
Why did you provide this proxy statement to me?
|
A:
|
We are providing this proxy statement to you because our board of directors is soliciting your proxy to vote your shares at the annual meeting. This proxy statement includes information that we are required to provide to you under SEC rules to assist you in voting.
|
Q:
|
What matters may I vote on at the annual meeting?
|
A:
|
At the annual meeting, you may vote on the following proposals:
|
•
|
to elect the seven nominees named in this proxy statement to serve on our board of directors;
|
•
|
to approve, on an advisory basis, the compensation of our named executive officers;
|
•
|
to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2019; and
|
•
|
any other proposal that may properly come before the annual meeting or any adjournment or postponement thereof.
|
Q:
|
What is a proxy?
|
A:
|
A proxy is a person who votes the shares of stock of another person. The term “proxy” also refers to the proxy card. When you return the enclosed proxy card, or submit your proxy by phone or online, you are giving your permission to vote your shares of common stock at the annual meeting. The individuals who will be authorized to vote your shares of common stock at the annual meeting are Jerry Barag, our Chief Executive Officer, and Brian M. Davis, our President and Chief Financial Officer.
|
Q:
|
How will the proxies vote my shares?
|
A:
|
The proxies will vote your shares of common stock as you instruct, unless you return the proxy card and give no instructions. In this case, they will vote in accordance with the recommendations of our board of directors as follows:
|
•
|
FOR
the election of the seven nominees named in this proxy statement to serve on our board of directors;
|
•
|
FOR
the approval, on an advisory basis, of the compensation of our named executive officers; and
|
•
|
FOR
the proposal to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2019.
|
Q:
|
Who is entitled to vote?
|
A:
|
Anyone who owned shares of our common stock at the close of business on April 8, 2019, the record date, is entitled to vote at the annual meeting.
|
Q:
|
When is the annual meeting and where will it be held?
|
A:
|
The annual meeting will be held on Thursday, June 27, 2019, at 10:00 a.m., local time, at the Westin Atlanta Perimeter North, 7 Concourse Parkway N.E., Atlanta, Georgia 30328.
|
Q:
|
Who can attend the annual meeting?
|
A:
|
You are entitled to attend the annual meeting only if you are a holder of record or a beneficial owner of shares of our common stock as of the record date or you hold a valid proxy for the annual meeting. If a bank, broker or other nominee is the record owner of your shares, you will need to have proof that you are the beneficial owner to be admitted to the annual meeting. A recent statement or letter from your bank or broker confirming your ownership as of the record date, or presentation of a valid proxy from a bank, broker or other nominee that is the record owner of your shares, would be acceptable proof of your beneficial ownership. You also should be prepared to present photo identification for admittance. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the annual meeting.
|
Q:
|
How many shares of common stock can vote?
|
A:
|
As of the close of business on April 8, 2019, there were 49,082,943 shares of our common stock issued and outstanding. Every stockholder is entitled to one vote for each whole share of common stock held.
|
Q:
|
What is a “quorum”?
|
A:
|
A “quorum” must be present in order for the annual meeting to be a duly held meeting at which business can be conducted. A quorum consists of the presence in person or by proxy of stockholders holding a majority of all the votes entitled to be cast at the annual meeting. If a broker or other record holder of shares returns a proxy card indicating that it does not have discretionary authority to vote as to a particular matter (“broker non-votes”), those shares will be treated as not entitled to vote on that matter. Abstentions and broker non-votes will be counted to determine whether a quorum is present. If you submit a properly executed proxy card, then you will be considered part of the quorum.
|
Q:
|
How do I vote?
|
A:
|
You may vote your shares of common stock either in person or by proxy. Whether you plan to attend the annual meeting and vote in person or not, we urge you to have your proxy vote recorded in advance of the annual meeting.
Stockholders have the following three options for submitting their votes by proxy: (1) online; (2) by phone; or (3) by mail, using the enclosed proxy card (if you received a paper copy of the proxy materials).
If you have internet access, we encourage you to vote by proxy online because it is convenient and it saves us significant postage and processing costs, which benefits you as a stockholder. In addition, when you vote by proxy online or by phone prior to the annual meeting date, your proxy vote is recorded immediately and there is no risk that postal delays will cause your proxy vote to arrive late and therefore not be counted. For further instructions on voting by proxy, see the enclosed proxy card accompanying this proxy statement. If you attend the annual meeting, you also
|
Q:
|
What if I vote by proxy and then change my mind?
|
A:
|
You have the right to revoke your proxy at any time before the annual meeting by:
|
1.
|
notifying our Secretary;
|
2.
|
attending the annual meeting and voting in person;
|
3.
|
returning another properly executed proxy card dated after your first proxy card if we receive it before the annual meeting date; or
|
4.
|
recasting your proxy vote online or by phone.
|
Q:
|
Will my vote make a difference?
|
A:
|
Yes. In particular, your vote could affect the composition of our board of directors. More generally, your presence by proxy or in person is needed to ensure that we have a quorum and can act on each of the proposals presented.
YOUR VOTE IS VERY IMPORTANT
! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.
|
Q:
|
How does the board of directors recommend I vote on the proposals?
|
A:
|
The board of directors recommends a vote:
|
•
|
FOR
the election of the seven nominees named in this proxy statement to serve on our board of directors;
|
•
|
FOR
the approval, on an advisory basis, of the compensation of our named executive officers; and
|
•
|
FOR
the proposal to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2019.
|
Q:
|
What are the voting requirements to elect the board of directors?
|
A:
|
The affirmative vote of a majority of the total votes cast for and against a nominee at a meeting of stockholders duly called and at which a quorum is present is required for the election of our directors. Abstentions and broker non-votes do not count as votes cast for this proposal and therefore will not have any effect on the election of the directors. Please see “Proposal No. 1: Election of Directors.”
|
Q:
|
What are the voting requirements to approve, on an advisory basis, the compensation of our named executive officers?
|
A:
|
The affirmative vote of a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes do not count as votes cast for this proposal and therefore will not have any effect on the outcome of this proposal. The vote is advisory, and therefore not binding on us, our board of directors or the Compensation Committee of our board of directors. The Compensation Committee, however, will review the voting results and take them into consideration when making future decisions regarding executive compensation as it deems appropriate. Please see “Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation.”
|
Q:
|
What are the voting requirements to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2019?
|
A:
|
The proposal to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2019 requires the affirmative vote of a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present. Abstentions will not be counted as votes cast and will have no effect on the outcome of this proposal. Broker non-votes will not arise in connection with, and will have no effect on the outcome of, this proposal because brokers may vote on this proposal in their discretion on behalf of clients who have not furnished voting instructions. Even if the selection of Deloitte is ratified, the Audit Committee of our board of directors in its discretion may direct the appointment of a different firm at any time during the year if it determines that such a change would be in our best interests. Please see “Proposal No. 3: Ratification of Appointment of Independent Auditors.”
|
Q:
|
How will voting on any other business be conducted?
|
A:
|
Although we do not know of any business to be considered at the annual meeting other than the proposals described in this proxy statement, if any other business is properly presented at the annual meeting, your signed proxy card or proxy submitted by phone or online gives authority to Messrs. Barag and Davis, and each of them, to vote on such matters in accordance with the recommendation of our board of directors or, in the absence of such a recommendation, in their discretion.
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Q:
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Where can I find the voting results of the annual meeting?
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A:
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The preliminary voting results will be announced at the annual meeting. In addition, within four business days following the annual meeting, we intend to file the final voting results with the SEC on Form 8-K. If the final voting results have not been certified within that four-business day period, we will report the preliminary voting results on Form 8-K at that time and will file an amendment to the Form 8-K to report the final voting results within four business days of the date that the final results are certified.
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Q:
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When are stockholder proposals for the 2020 annual meeting of stockholders due?
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A:
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Stockholders interested in nominating a person as a director or presenting any other business for consideration at our 2020 annual meeting of stockholders may do so by following the procedures prescribed in Article II, Section 11 of our bylaws and in Rule 14a-8 of the Exchange Act. To be eligible for presentation to and action by the stockholders at the 2020 annual meeting, director nominations and other stockholder proposals must be received by our Secretary at our executive offices no earlier than November 28, 2019 and no later than 5:00 pm, ET, on December 28, 2019. To be eligible for inclusion in our proxy statement for the 2020 annual meeting of stockholders, stockholder proposals must be received by our Secretary at our executive offices by December 28, 2019. However, if we hold the 2020 annual meeting before May 28, 2020 or after July 27, 2020, stockholders must submit proposals for inclusion in our 2020 proxy statement within a reasonable time before we begin to print our proxy materials.
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Q:
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Who pays the cost of this proxy solicitation?
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A:
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We will pay all the costs of soliciting these proxies. We have retained Georgeson Inc., a Delaware corporation operating under the name Computershare Fund Services (“Computershare”), to assist us in the distribution of proxy materials and the solicitation of proxies. We expect to pay Computershare fees of approximately $12,400 to solicit proxies plus other fees and expenses for other services related to this proxy solicitation, which include review of certain proxy materials, dissemination of brokers’ search cards, distribution of notices of Internet availability of proxy materials, distribution of proxy materials, operating online and phone voting systems, and receipt of executed proxies. We also will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Our officers and directors may also solicit proxies, but they will not be specifically compensated for these services.
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Q:
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Is this proxy statement the only way that proxies are being solicited?
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A:
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No. In addition to mailing a Notice Regarding Availability of Proxy Materials on or about April 26, 2019 and mailing or providing access to these proxy solicitation materials, our directors and employees, as well as Computershare and any other third-party proxy service companies we retain, also may solicit proxies in person, over the Internet, by phone or by any other means of communication we deem appropriate.
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Q:
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If I share my residence with another stockholder, how many copies of the annual report and proxy statement should I receive?
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A:
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In accordance with SEC rules, we are sending only a single set of the annual report and proxy statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any stockholder at that address. This practice is known as “householding” and is permitted by rules adopted by the SEC. This practice reduces the volume of duplicate information received at your household and helps us reduce costs, which benefits you as a stockholder. Each stockholder will continue to receive a separate proxy card or voting instruction card. We will deliver promptly, upon written or oral request, a separate copy of the annual report or proxy statement, as applicable, to a stockholder at a shared address to which a single copy of the documents was previously delivered. If you received a single set of these documents for your household for this year but you would prefer to receive your own copy, you may direct requests for separate copies to the following address: CatchMark Timber Trust, Inc., c/o Computershare Inc., Computershare Fund Services, 2950 Expressway Drive South - Suite 210, Islandia, NY 11749, or call us at 1-866-956-7277. If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.
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Q:
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What if I consent to have one set of materials mailed now but change my mind later?
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A:
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You may withdraw your householding consent at any time by contacting Computershare at the address and phone number provided above. We will begin sending separate copies of stockholder communications to you within 30 days of receipt of your instruction.
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Q:
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The reason I receive multiple sets of materials is because some of the shares belong to my children. What happens if they move out and no longer live in my household?
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A:
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When we receive notice of an address change for one of the members of the household, we will begin sending separate copies of stockholder communications directly to the stockholder at his or her new address. You may notify us of a change of address by contacting Computershare at 1-855-862-0044.
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Q:
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If I plan to attend the annual meeting in person, should I notify anyone?
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A:
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While you are not required to notify anyone in order to attend the annual meeting, if you do plan to attend the meeting, we would appreciate it if you would mark the appropriate box on the enclosed proxy card or when you submit your proxy by phone or online, which will enable us to determine the number of stockholders attending the meeting and to provide a suitable meeting room for the attendees.
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Q:
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Where can I find more information?
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A:
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You may access, read and print copies of the proxy materials for the annual meeting, including this proxy statement, form of proxy card and annual report to stockholders, at the following website:
www.catchmark.com/proxy
.
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Your Proxy Vote is important!
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Please remember that you can Vote your Proxy by
INTERNET
or
TELEPHONE.
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It Saves Money!
Voting by Internet or telephone saves postage costs, which can help minimize CatchMark Timber Trust, Inc.'s expenses.
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It Saves Time!
Vote instantly by Internet or telephone –24 hours a day.
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It's Easy!
Just follow these simple steps:
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1. Read your proxy statement and have it in hand.
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2. Call toll-free
1-800-337-3503
or go to the
website:
www.catchmark.com/proxy
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3. Follow the recorded or on-screen instructions.
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4. Unless you wish to change your vote,
do
not
mail your Proxy Card if you vote by Internet or telephone.
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VOTE BY INTERNET:
www.catchmark.com/proxy
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VOTE BY TELEPHONE: 1-800-337-3503
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X
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A
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1.
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Election of directors to hold office for one-year terms expiring in 2020:
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|||||
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FOR AGAINST ABSTAIN
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FOR AGAINST ABSTAIN
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FOR AGAINST ABSTAIN
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01. Jerry Barag
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o o o
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04. Donald S. Moss
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o o o
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07. Henry G. Zigtema
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o o o
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02. Paul S. Fisher
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o o o
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05. Willis J. Potts, Jr.
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o o o
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03. Mary E. McBride
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o o o
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06. Douglas D. Rubenstein
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o o o
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YES
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NO
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B
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Non-Voting Item:
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I PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS
AT 10:00 A.M. (ET), ON JUNE 27, 2019 IN ATLANTA, GEORGIA
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o
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o
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C
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/ /
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608999900109999999999
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xxxxxxxxxxxxxx
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CAT1_30567
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M
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xxxxxxxx
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+
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