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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ggp Inc. (delisted) | NYSE:GGP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.06 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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GGP INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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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Title of each class 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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Total fee paid:
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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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Form, Schedule or Registration Statement No.:
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Date Filed:
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1.
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To elect nine directors to serve until the 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
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To approve, on an advisory basis, the frequency of the advisory vote on executive compensation;
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To approve, on an advisory basis, the compensation paid to the named executive officers;
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To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017;
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To approve an amendment to our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director;
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To consider and vote upon a stockholder resolution concerning the adoption of a “proxy access” bylaw; and
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To transact other business properly coming before the meeting.
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By order of the Board of Directors,
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Chicago, Illinois
April 3, 2017
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Sandeep Mathrani
Chief Executive Officer
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held
on May 17, 2017 |
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If your shares are registered in your name, you must bring an admission ticket provided by us. Instructions regarding how to obtain an admission ticket are set forth in the attached proxy statement.
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If your shares are registered in the name of a broker or other nominee, you will need to bring a proxy or a letter from that broker or other nominee or a recent brokerage account statement that confirms that you are the beneficial owner of those shares as of the record date.
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Proxy Statement Summary
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Annual Meeting of Stockholders
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When:
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May 17, 2017 at 9:00 a.m. Central Time
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Where:
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110 North Wacker Drive, Chicago, Illinois 60606
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Who:
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Stockholders of Record on March 20, 2017
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Voting Matters and Board Recommendations
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Proposals
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Recommendation
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1.
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To elect nine directors to serve until the 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
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FOR
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2.
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To approve, on an advisory basis, the frequency of the advisory vote on executive compensation.
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1 YEAR
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3.
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To approve, on an advisory basis, the compensation paid to the named executive officers.
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FOR
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To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017.
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FOR
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5.
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To approve an amendment to our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director.
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FOR
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To consider and vote upon a stockholder resolution concerning the adoption of a “proxy access” bylaw.
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AGAINST
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Casting Your Vote
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Internet:
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www.proxyvote.com until 11:59 p.m. Eastern Time on May 16, 2017
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Telephone:
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1-800-690-6903 until 11:59 p.m. Eastern Time on May 16, 2017.
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Mail:
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Mark, sign, date and return your proxy or voting instruction card.
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In person:
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Request, complete and deposit a copy of the proxy card or complete a ballot at the Annual Meeting of Stockholders.
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Compensation Program Highlights
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Recent Updates
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In response to input from stockholders, and to provide a balanced market-competitive compensation package that reinforces the Company’s commitment to paying for performance, GGP introduced changes to awards granted under the 2010 Equity Incentive Plan (“Equity Plan
”
) for awards granted in 2016 for 2015 service. These changes include requiring named executive officers (“NEOs
”
) to accept half the value of their Equity Plan awards in the form of performance-vesting restricted stock or performance-vesting full value restricted stock-like operating partnership units (“Restricted Stock-Like LTIP Units”), with the other half delivered in time-vesting stock options or stock-option like appreciation-only operating partnership units (“Stock Option-Like LTIP Units
”
and together with Restricted Stock-Like LTIP Units, “LTIP Units
”
). Adding another performance-vesting component to Equity Plan awards aligns our executive compensation program with stockholder interests.
Additionally, as a result of feedback from stockholders following the 2016 say-on-pay vote, the Compensation Committee adopted several new compensation policies and implemented other changes to address stockholder concerns, which are summarized below. |
What We Do
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What We Don’t Do
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þ
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Do
link pay to performance by rewarding NEOs based on the value they create for the Company and stockholders.
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No
guaranteed minimum bonuses for NEOs in 2017 or beyond.
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þ
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Do
put pay at risk based on performance - over 90% of our CEO’s pay and at least 64% of each NEO’s pay is at-risk based on performance.
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ý
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No
compensation strategies that focus pay on short-term results to the detriment of long-term goals.
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þ
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Do
set meaningful performance goals at the beginning of each performance period.
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ý
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No
incentives that encourage excessively risky behavior.
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þ
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Do
require significant stock ownership by our NEOs.
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ý
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No
discounted stock options, stock option reloads, or stock option repricing (except in connection with certain corporate transactions such as spin-offs, special dividends and stock splits), without stockholder approval.
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þ
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Do
permit clawbacks of compensation from NEOs in the event of certain financial restatements.
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ý
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No
employees are permitted to engage in speculative trading, hedging, or derivatives transactions in Company stock.
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þ
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Do
limit perquisites.
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ý
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No
separate benefit plans for NEOs - NEOs participate in the same benefit plans available to other full time employees.
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þ
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Do
require a performance-based component in all NEO equity awards.
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ý
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No
evergreen provisions in our equity plan.
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ý
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No
excise tax gross-ups in future NEO employment agreements.
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ý
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No
future 100% time-vesting equity awards for NEOs.
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TABLE OF CONTENTS
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PROXY STATEMENT
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PROPOSAL 1
ELECTION OF DIRECTORS
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Richard B. Clark, 58
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Director since November 2010
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Mr. Clark serves as a Senior Managing Partner of Brookfield and Chairman of the Brookfield Property Group, a global value investor active in all property sectors. Mr. Clark has been employed by Brookfield and its predecessors since 1984 in various senior roles, including Chief Executive Officer of the Brookfield Property Group, Brookfield Property Partners and Brookfield Office Properties. Mr. Clark serves as a director on several of Brookfield’s real estate affiliate boards, including Chairman of Brookfield Property Partners (NYSE: BPY), a diversified real estate company that owns, operates and develops one of the largest global portfolios of office, retail, multifamily, industrial, hospitality, triple net lease and self-storage assets, and a member of the board of Canary Wharf, an iconic London real estate business. Mr. Clark holds a business degree from the Indiana University of Pennsylvania.
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Key Attributes, Experience and Skills:
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Mr. Clark's extensive experience in private equity, particularly in the real estate industry, allows him to make key contributions to our Board of Directors on investment and other strategy matters. Mr. Clark is a Brookfield Designee pursuant to the terms described under “Investment Agreement with Brookfield
”
and, as a Senior Managing Partner of Brookfield and the Chairman of Brookfield Property Group, may be deemed to have control over certain shares and warrants of GGP held by Brookfield entities, as described in the footnotes to the “Security Ownership of Certain Beneficial Owners and Management
”
table.
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Mary Lou Fiala, 65
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Director since November 2010
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Ms. Fiala has served as the Co-Chairperson of LOFT Unlimited, a personal financial and business consulting firm since 2009. Ms. Fiala previously served as President and Chief Operating Officer of Regency Centers Corporation (NYSE:REG), a real estate investment trust specializing in the ownership and operation of grocery anchored shopping centers, from 1999 to 2008. From January 2009 until December 2009 she served as Vice Chairman and Chief Operating Officer. In her role as Vice Chairman and Chief Operating Officer, Ms. Fiala was responsible for the operational management of Regency’s retail centers nationwide. She serves as a director of Regency and Non-Executive Chairman of Build-a-Bear Workshop, Inc. (NYSE:BBW), a global interactive make-your-own animal retail entertainment experience provider. Ms. Fiala also served as the 2008-2009 Chairman of the International Council of Shopping Centers (“ICSC”) and was an independent director of CNL Growth Properties, Inc., a non-traded real estate investment trust, until August 2014. Ms. Fiala earned a bachelor’s degree in science from Miami University.
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Key Attributes, Experience and Skills:
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Ms. Fiala has extensive operational experience in the retail industry, which brings the perspective of our tenants to our Board of Directors. Prior to working with Regency, Ms. Fiala served as Managing Director of Security Capital Global Strategic Group Incorporated, where she was responsible for the development of operating systems for the firm’s retail-related initiatives. Previously, she also served as Senior Vice President and Director of Stores for Macy’s East/Federated Department Stores, where she was responsible for 19 Macy’s stores in five states, generating more than $1 billion in sales volume. Before her tenure at Macy’s, Ms. Fiala was Senior Vice President of Henri Bendel and Senior Vice President and Regional Director of stores for Federated’s Burdine’s Division. Her prior leadership roles allow her to provide to our Board of Directors insight on management and operational initiatives.
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J. Bruce Flatt, 51
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Director since November 2010
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Mr. Flatt is the Chief Executive Officer of Brookfield Asset Management, a global value investor with a focus on the real assets sectors of property, renewable energy and infrastructure. Mr. Flatt joined Brookfield in 1990 and became CEO in 2002. He is a director of Brookfield Asset Management and is Chairman of its Investment Committee. Mr. Flatt holds a business degree from the University of Manitoba.
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Key Attributes, Experience and Skills:
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Mr. Flatt has been instrumental in the global expansion of the asset management business of Brookfield for over 25 years. In this capacity, Mr. Flatt has served on over 20 public company boards over the past two decades. Mr. Flatt’s extensive experience in serving on the boards of public companies gives him valuable insight into the operations of public companies, and his experience at Brookfield, particularly in property operations, provides him with expertise that benefits our Board of Directors. Mr. Flatt is a Brookfield Designee pursuant to the terms described under “Investment Agreement with Brookfield” and, as the CEO and a Senior Managing Partner of Brookfield, may be deemed to have control over certain shares and warrants of GGP held by Brookfield entities, as described in the footnotes to the “Security Ownership of Certain Beneficial Owners and Management” table.
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Janice R. Fukakusa, 62
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Director Nominee 2017
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Ms. Fukakusa served as Chief Administrative Officer and Chief Financial Officer of Royal Bank of Canada (NYSE: RY), a Canadian multinational financial services company and the largest bank in Canada (“RY”), from January 2009 until January 2017. Since joining RY in 1985, she has served in various positions including Executive Vice-President, Finance, Vice-President, Portfolio Management, Senior Vice-President, Multinational Banking, Chief Internal Auditor, and Executive Vice-President, Specialized Services, RBC Banking. In these roles, Ms. Fukakusa gained key business experience in retail and business banking, corporate banking, account management, corporate finance, treasury, strategic development and corporate functions. Prior to joining RY, she was employed by PricewaterhouseCoopers LLP (“PWC”) where she obtained the professional designations of Chartered Professional Accountant and Chartered Business Valuator. Ms. Fukakusa serves on a number of professional and not-for-profit organizations including Ryerson University, The Princess Margaret Cancer Foundation, Wellspring Cancer Support and Schulich School of Business. Ms. Fukakusa holds a Bachelor of Arts from University of Toronto, a Master of Business Administration from Schulich School of Business, and an Honorary Doctorate of Laws from York University. Ms. Fukakusa has been named a Fellow of the Institute of Chartered Professional Accountants of Ontario.
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Key Attributes, Experience and Skills:
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Ms. Fukakusa has extensive business, financial and leadership experience. As a member of RY’s management team, she was one of eight
executives responsible for setting the overall strategic direction of RY. Ms. Fukakusa was named one of the 25 Most Powerful Women in Banking by
American Banker
magazine from 2013 to 2016. She was selected as Canada’s CFO of the Year by Financial Executives Canada, PWC and Robert Half in 2014 and was inducted into
Canada’s Most Powerful Women
Hall of Fame in 2007. Ms. Fukakusa’s extensive financial and leadership experience allow her to provide our Board with valuable insight and knowledge on financial, investment and strategic matters.
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John K. Haley, 66
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Director since September 2009
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Mr. Haley was a partner at Ernst & Young LLP in Transaction Advisory Services from 1998 until 2009 and led the Transaction Advisory Services practice in Boston, Massachusetts. Prior to that, he was an Audit Partner at Ernst & Young LLP from 1988 until 1997, where he served as audit partner on a variety of public and private companies. Mr. Haley is a member of the board of directors and chair of the audit committee of Amplify Snack Brands, Inc. Mr. Haley is also a member of the board of directors of Truck Hero, Inc. Mr. Haley holds a degree in accounting from Northeastern University and has completed executive programs at Harvard Business School, Northwestern University and Babson College.
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||
Key Attributes, Experience and Skills:
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Mr. Haley has financial expertise and significant experience in SEC registrations, restructurings, special investigations and forensic investigations. Mr. Haley has given expert testimony on financial and accounting matters, and has experience in the real estate and retail industries. Mr. Haley was a member of the American Society of Certified Public Accountants. Mr. Haley’s extensive professional accounting and financial experience, including with respect to public company requirements and SEC registrations, allow him to provide key contributions to the Board of Directors on financial, accounting and corporate governance matters.
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Daniel B. Hurwitz, 53
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Director since August 2013
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Mr. Hurwitz serves as the Founder and Chief Executive Officer of Raider Hill Advisors, LLC, a private real estate investment and retail advisory firm, since February 2015. Prior to founding Raider Hill, Mr. Hurwitz spent five years as Chief Executive Officer of DDR Corp. (NYSE:DDR), an owner and manager of value-oriented shopping centers (“DDR”), and served as a director of DDR from 2009 to 2014. Mr. Hurwitz previously served as Interim President and Chief Executive Officer of Brixmor Property Group, Inc. (NYSE:BRX), a portfolio owner of open-air shopping centers, from February 2016 to May 2016, and he has served as a Director since 2016. Mr. Hurwitz also previously served as a director of CubeSmart (NYSE:CUBE), a self-administered and self-managed storage facilities real estate company, Sonae Sierra Brasix, SA (BVMF:SSBR3), a developer, owner and operator of shopping centers in Brazil, and Boscov's Department Store, Inc., a department store retailer. Mr. Hurwitz is a graduate of Colgate University and the Wharton School of Business Management Program at the University of Pennsylvania.
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Key Attributes, Experience and Skills:
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Mr. Hurwitz has extensive retail real estate industry experience. His leadership of DDR, his prior experience as a member of senior management of companies in the retail industry, and his prior role as a member of the Board of Trustees of CubeSmart, for which he served as a member of the audit committee and chairman of the executive compensation committee, make him an invaluable member of our Board. Mr. Hurwitz is also very active in many cultural, charitable and academic institutions, which provide an important diversity of perspective and link between our Board and the community.
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Brian W. Kingston, 43
|
Director since August 2013
|
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Mr. Kingston is Chief Executive Officer of Brookfield Property Group and Brookfield Property Partners. He is also a Senior Managing Partner of Brookfield. Since joining Brookfield in 2001, Mr. Kingston has been engaged in a wide range of merger and acquisition activities, including Brookfield’s investments in Canary Wharf, O&Y REIT and O&Y Corp., Trizec Properties and Multiplex. From 2008 to 2013 he led Brookfield’s Australian business activities, holding the positions of Chief Executive Officer of Brookfield Office Properties Australia, Chief Executive Officer of Prime Infrastructure and Chief Financial Officer of Multiplex. Mr. Kingston also serves as a director of Brookfield’s real estate company-affiliated boards, including Rouse Properties, a real estate investment trust company, and Canary Wharf, an iconic London real estate business. Mr. Kingston holds a Bachelor of Commerce degree from Queens University.
|
||
Key Attributes, Experience and Skills:
|
||
Mr. Kingston has extensive experience in the private equity and real estate industries, which allows him to make key contributions to our Board of Directors on investment and other strategic matters. Mr. Kingston is a Brookfield Designee pursuant to the terms described under “Investment Agreement with Brookfield” and, as a Senior Managing Partner of Brookfield and Chief Executive Officer of Brookfield Property Group, may be deemed to have control over certain shares and warrants of GGP held by Brookfield entities, as described in the footnotes to the “Security Ownership of Certain Beneficial Owners and Management” table.
|
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Christina M. Lofgren, 65
|
Director Nominee 2017
|
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Ms. Lofgren served as Executive Vice President, Real Estate/Property Development of The TJX Companies, Inc. (NYSE:TJX), an American apparel and home goods company (“TJX”), from February 2013 to February 2016. From April 2002 to January 2013, she served as Senior Vice President, Real Estate/Property Development of TJX. Since joining TJX in 1989, Ms. Lofgren held various management positions at TJX, overseeing acquisitions, construction and development projects, asset management, and real estate research and analysis. Ms. Lofgren is a graduate of Boston Business School.
|
||
Key Attributes, Experience and Skills:
|
||
Ms. Lofgren has extensive retail and real estate experience, which allows her to make key contributions to our Board on strategic matters, including acquisitions, divestures and development projects. Additionally, her knowledge of retailer operations enables her to provide valuable insight to the Board on strategic issues involving tenants of the Company.
|
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Sandeep Mathrani, 54
|
Director since January 2011
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Prior to joining the Company, Mr. Mathrani was the President of Retail for Vornado Realty Trust (“Vornado”). Mr. Mathrani is a Trustee of ICSC, an Executive Board member and Second Vice Chair of the National Association of Real Estate Investment Trusts (“NAREIT”) and a member of The Real Estate Roundtable. Mr. Mathrani holds a Master of Engineering, Master of Management Science, and Bachelor of Engineering from Stevens Institute of Technology.
|
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Key Attributes, Experience and Skills:
|
||
A real estate industry veteran with over 25 years of experience, Mr. Mathrani joined Vornado in February 2002, where he oversaw U.S. retail real estate. Prior to Vornado, Mr. Mathrani spent eight years with Forest City Ratner, where he was Executive Vice President, responsible for that company's retail development and related leasing in the New York City metropolitan area. Mr. Mathrani's leadership role with the Company as well as his prior leadership roles at other real estate companies provide him with key experience in business and in the real estate industry and contribute to his ability to make strategic decisions with respect to our business. In addition, his in-depth knowledge of our business strategy and operations due to his role as our Chief Executive Officer enable him to provide valuable contributions and facilitate effective communication between management and the Board.
|
David J. Neithercut, 61
|
Director since November 2010
|
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Mr. Neithercut has served as President and Chief Executive Officer and a member of the Board of Trustees of Equity Residential (NYSE:EQR), a REIT focused on the acquisition, development and management of apartment properties in various U.S. markets. He served as President of Equity Residential since May 2005. From 2004 until 2005, Mr. Neithercut was the Executive Vice President - Corporate Strategy at Equity Residential, and from 1995 until 2004, he was the Executive Vice President and Chief Financial Officer. Mr. Neithercut is a member of the Executive Board of NAREIT of which he served as Chairman in 2015. He also serves on the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University and the MBA Real Estate Program Advisory Board at Columbia University. Mr. Neithercut holds a bachelor’s degree from St. Lawrence University and an M.B.A. from the Columbia University Graduate School of Business.
|
||
Key Attributes, Experience and Skills:
|
||
Mr. Neithercut’s leadership experience in working with residential REITs, as well as his membership in industry committees, provides our Board with valuable insight and knowledge into REIT operations and strategy and the REIT industry in general.
|
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Mark R. Patterson, 56
|
Director since July 2011
|
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Mr. Patterson is a real estate consultant, financial advisor, and President of MP Realty Advisors LLC. From September 2010 until March 2016, Mr. Patterson was Chairman of Boomerang Systems, a manufacturer of automated parking systems, and served as the Chief Executive Officer from September 2010 until January 2015. In August 2015, Boomerang Systems filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining Boomerang Systems, Mr. Patterson was the Managing Director and Head of Real Estate Global Principal Investments of Merrill Lynch, a wealth management and financial advisory service provider, since 2005, and in 2006 also became the Global Head of Commercial Real Estate, which encompassed real estate investment banking, principal investing and mortgage debt. Since 2014, Mr. Patterson has served as a director UDR, Inc. (NYSE:UDR), a multifamily real estate investment trust. Since July 2016, he has served as a director of Digital Realty Trust, Inc. (NYSE: DLR), an owner, developer and manager of technology-related real estate. Mr. Patterson holds a B.A. from the College of William and Mary and an M.B.A. from the Darden School of Business at the University of Virginia.
|
||
Key Attributes, Experience and Skills:
|
||
Mr. Patterson has been involved in a wide range of advisory assignments, initial public offerings and financings that have spanned virtually all property types. Many of these transactions are notable because they were some of the largest of their type or represented new financing trends in global real estate finance. Although based in the United States, Mr. Patterson has had extensive global experience overseeing both Merrill Lynch’s and Citigroup’s real estate activities worldwide. Mr. Patterson is also a Certified Public Accountant.
|
CORPORATE GOVERNANCE
|
•
|
The Audit Committee
assists the Board in the oversight of the Company’s risk management process. The Audit Committee oversees risk management as it relates to GGP’s financial condition, financial statements, financial reporting process and accounting matters, the adequacy of our risk-related internal controls, and internal investigations. The Audit Committee reviews and discusses with management and the independent auditor the Company’s major financial risk exposures and any significant non-financial risk exposures, and related policies and practices to assess and control such exposures, including the Company’s risk assessment and risk management policies. The Audit Committee also reviews the role of the Board in the oversight of the Company’s risks. Furthermore, a Risk Management Committee, composed of senior managers from each of the Company’s major business areas, periodically reports to the Audit Committee. The Risk Management Committee discusses the management and mitigation of the Company’s major strategic risks, shares information on risk management across the Company and manages risk in their functional area, as well as monitoring major emerging risks.
|
•
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The Compensation Committee
oversees GGP’s overall compensation practices, policies and programs and assessing the risks associated with such practices, policies and programs, including risks related to the executive officer compensation programs such as those that are incentive-driven compensation plans.
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•
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The Nominating and Governance Committee
oversees risks related to the composition and structure of the Board of Directors and its committees and GGP’s corporate governance, including evaluating and considering evolving corporate governance best practices.
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•
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Base salaries are fixed in amount.
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•
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In determining cash awards under the Incentive Compensation Plan, the Compensation Committee considers a variety of short-term individual and corporate annual performance objectives (as described below under “Compensation Discussion and Analysis”) that the Compensation Committee believes will yield long-term stockholder value. The Compensation Committee uses discretion when setting Incentive Compensation Plan awards, which the Compensation Committee believes appropriately balances risk and the desire to focus executives on short-term goals that are integral to long-term value creation. The Compensation Committee believes this process avoids putting undue emphasis on any particular performance measure.
|
•
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A significant portion of the compensation provided to our named executive officers is in the form of equity awards granted pursuant to the Equity Plan. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk taking because the total value of the awards is tied to our stock price and achievement of multi-year performance metrics, and grants are subject to time-based vesting, which ensures that executives have significant value tied to our long-term stock price performance. Our executive stock ownership guidelines further align the interests of our executives with our stockholders.
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Audit Committee
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Nominating and
Governance Committee |
Compensation Committee
|
John K. Haley*
|
Richard B. Clark
|
Mary Lou Fiala
|
David J. Neithercut
1
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Mary Lou Fiala
|
J. Bruce Flatt*
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Mark R. Patterson
1
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Mark R. Patterson*
1
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John K. Haley
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Daniel B. Hurwitz
2
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•
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The quality and integrity of the financial statements of the Company, including its financial accounting principles and policies and its internal controls over financial reporting;
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•
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The independent auditor’s qualifications, performance and independence;
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•
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The performance of the Company’s internal audit function and independent auditors;
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•
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The compliance by the Company with legal and regulatory requirements; and
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•
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The review and approval of all related party transactions.
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•
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Developing and implementing policies, procedures and criteria for the selection of qualified director candidates;
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•
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Identifying, screening and reviewing individuals qualified to become directors;
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•
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Recommending to the Board director nominees for the next annual meeting of stockholders or to fill Board vacancies;
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•
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Assessing, developing, recommending to the Board and overseeing the implementation of the Board’s Corporate Governance Guidelines and the Company’s governance practices generally;
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•
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Organizing and undertaking the Board’s annual review of Board, committee and director performance and overall corporate governance; and
|
•
|
Reviewing and recommending to the Board the composition and leadership of board committees.
|
•
|
reviewing and approving or making recommendations on the Company’s overall compensation strategy and policies;
|
•
|
evaluating whether the Company’s compensation structure establishes appropriate incentives for executives and other employees of the Company, including whether the Company’s compensation policies and practices for its employees and executives give rise to risks that are reasonably likely to have a material adverse effect on the Company;
|
•
|
reviewing and approving, in consultation with the independent directors, compensation for our Chief Executive Officer;
|
•
|
reviewing and approving, as a committee or together with the Board (as directed by the Board), the compensation for the other executive officers of the Company;
|
•
|
monitoring, reviewing and administering the Company’s compensation and benefit plans, including our Incentive Compensation Plan, the Equity Plan and all other incentive-compensation or equity-based plans;
|
•
|
reviewing and approving the form and amount of compensation of directors;
|
•
|
preparing the Compensation Committee Report required by SEC rules to be included in our Annual Report;
|
•
|
reviewing and discussing with management the compensation, discussion and analysis disclosure required by SEC rules, compensation practices as related to risk management, and the disclosure in the proxy materials regarding the stockholder advisory vote on executive compensation (“say-on-pay”);
|
•
|
reviewing and recommending to the Board the frequency of the say-on-pay vote;
|
•
|
reviewing the results of the advisory say-on-pay vote and considering whether to make any adjustments to the Company’s executive compensation policies and practices;
|
•
|
monitoring compliance with legal prohibitions on loans from the Company to directors and executive officers of the Company;
|
•
|
monitoring compliance by directors and executive officers with the Company’s program of required stock ownership;
|
•
|
preparing recommendations and periodic reports to the Board of Directors as appropriate; and
|
•
|
handling such other matters that are specifically delegated to the Compensation Committee by our Board of Directors from time to time.
|
Corporate Governance Highlights
|
|||
l
|
Annual election of directors
|
l
|
Regular board and committee self-evaluation process
|
l
|
Majority vote standard in uncontested elections
|
l
|
Committee authority to retain independent advisors
|
l
|
Majority vote standard for mergers and business combinations
|
l
|
Rigorous share ownership guidelines for both directors and executive officers
|
l
|
Stockholders owning 15% or more of our outstanding stock may call a special meeting
|
l
|
Anti-hedging policy
|
l
|
No stockholder rights plan
(also known as a “poison pill”)
|
l
|
Clawback policy to recoup executive compensation
|
l
|
Regular executive sessions of independent directors
|
l
|
Commitment to sustainability
|
l
|
Independent board, with an independent Chairman
(all directors other than CEO are independent)
|
l
|
Robust code of ethics
|
l
|
Separate Board Chairman and CEO
|
l
|
Comprehensive succession planning program
|
•
|
describe director qualifications and responsibilities;
|
•
|
establish a director resignation policy;
|
•
|
provide that our directors have full and free access to the Company’s officers and employees;
|
•
|
require the Board to conduct an annual self-evaluation; and
|
•
|
set forth stock ownership guidelines for our non-employee directors and executive officers.
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
|
•
|
An officer or director of the Company;
|
•
|
A stockholder directly or indirectly beneficially owning in excess of 5% of the Company;
|
•
|
A person who is an immediate family member of, or shares a household with, an officer or director; or
|
•
|
An entity that is either wholly or substantially owned or controlled by someone listed above.
|
INVESTMENT AGREEMENT WITH BROOKFIELD
|
COMPENSATION OF DIRECTORS
|
Annual Fees:
|
|||
All non-employee Directors, including Chairman
|
$200,000
|
(1)
|
|
Chairman
|
$25,000
|
|
|
Audit Committee Chair
|
$25,000
|
|
|
Compensation Committee Chair
|
$15,000
|
|
|
Nominating and Governance Committee Chair
|
$10,000
|
|
|
Equity Awards:
|
|||
New Director Award
|
$75,000
|
(2)
|
(1)
|
Payable quarterly in arrears in cash, restricted stock of the Company and/or Restricted Stock-Like LTIP Units in the proportion elected by each non-employee director before the end of the prior calendar year. LTIP Units are a class of partnership interest in the Operating Partnership and are used as a form of equity-based award for annual long-term incentive equity compensation. LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. Restricted Stock-Like LTIP Units initially are not economically equivalent in value to a share of our common stock, but over time can increase in value upon the occurrence of specified events to achieve an approximately one-for-one parity with common stock by operation of tax rules. Until and unless such parity is reached, the value that an individual will realize for a given number of vested Restricted Stock-Like LTIP Units is less than the value of an equal number of shares of common stock. Assuming certain conditions are met, Restricted Stock-Like LTIP Units are convertible at the election of the holder into an equivalent number of common units of the Operating Partnership (“OP Units”), which are redeemable by the holder for approximately one common share of the Company or the cash value of such shares, at the Company’s option. The number of shares of restricted stock of the Company to be issued pursuant to the Equity Plan in payment of the portion of the annual fee shall be determined using the closing price of the Company’s common stock on the first trading day of the calendar year, with such number of shares to be rounded to the nearest whole share. The number of Restricted Stock-Like LTIP Units to be issued pursuant to the Equity Plan in payment of the portion of the annual fee shall be determined using the Duff and Phelps value on the first trading day of the calendar year, with such number of units to be rounded to the nearest whole. The equity will be granted at the beginning of the year, but will vest over the calendar year 25% on the last day of each calendar quarter. A non-employee director, other than those designated by a significant stockholder, must elect to receive at least 2/3 of his or her annual fee in the form of restricted stock of the Company and/or Restricted Stock-Like LTIP Units if such director does not meet the thresholds set forth in the Company’s Stock Ownership Guidelines for Non-Employee Directors (see “Corporate Governance—Important Governance Policies” for a description of our Stock Ownership Guidelines). If a director is no longer a director at the end of the calendar quarter, no cash payment for the quarter will be due to the director and the restricted shares and/or Restricted Stock-Like LTIP Units scheduled to vest as of the end of that quarter and thereafter will be forfeited. If a non-employee director joins the Board mid-year, the entire amount of the annual fee for the remainder of the year shall be paid in cash.
|
(2)
|
The New Director Award shall be in the form of restricted stock of the Company and vests one-third on the grant date and one-third on each of the first and second anniversaries of the grant date. The number of shares to be issued is determined based on the closing price of the Company’s common stock on the trading day either on or after the grant date (rounded to the nearest whole share).
|
Name
|
Fees Earned
or Paid in Cash ($) |
Stock
Awards ($) (1) |
All Other
Compensation ($) |
Total
($) |
||||||
Richard B. Clark*
|
200,000
|
|
|
—
|
|
—
|
|
200,000
|
|
|
Mary Lou Fiala
|
66,660
|
|
|
133,340
|
|
—
|
|
200,000
|
|
|
J. Bruce Flatt*(2)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
John K. Haley
|
25,000
|
|
(3)
|
200,000
|
|
—
|
|
225,000
|
|
|
Daniel B. Hurwitz
|
—
|
|
|
200,000
|
|
—
|
|
200,000
|
|
|
Brian W. Kingston*
|
200,000
|
|
|
—
|
|
—
|
|
200,000
|
|
|
David J. Neithercut
|
—
|
|
|
200,000
|
|
—
|
|
200,000
|
|
|
Mark R. Patterson
|
76,660
|
|
(4)
|
133,340
|
|
—
|
|
210,000
|
|
|
* Denotes director designated by Brookfield.
|
|
|
|
|
|
(1)
|
Amounts represent the aggregate grant date fair value of restricted stock or Restricted Stock-Like LTIP Units computed in accordance with FASB ASC Topic 718.
|
(2)
|
Mr. Flatt elected to waive his 2016 director compensation and Compensation Committee chair fees.
|
(3)
|
This amount includes $25,000 in Audit Committee chair fees paid to Mr. Haley.
|
(4)
|
This amount includes $10,000 in Nominating and Governance Committee chair fees paid to Mr. Patterson.
|
PROPOSAL 2
APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
•
|
An annual advisory vote on executive compensation is consistent with the Company's policy of welcoming input from, and engaging in discussions with, its stockholders on executive compensation and corporate governance matters on a regular basis.
|
•
|
An annual advisory vote furthers our commitment to engaging with stockholders on compensation and maintaining high standards of corporate governance.
|
•
|
An annual advisory vote on executive compensation will allow stockholders to provide input on the Company's compensation philosophy, policies and practices every year.
|
•
|
An annual advisory vote provides the highest level of accountability to our stockholders.
|
•
|
We provide a significant portion of our total compensation in the form of performance-based compensation.
|
•
|
Our annual performance-based cash awards are based on the achievement of corporate financial measures, such as adjusted EBITDA, and objectives that create value for stockholders.
|
•
|
Our long-term incentive opportunities are based on achieving long-term stockholder value.
|
•
|
The Compensation Committee, together with the Board of Directors, retains discretion over annual performance-based cash awards and performance share grants applicable to the named executive officers.
|
•
|
We provide a mix of short-term and long-term and cash and non-cash compensation that we believe allows us to strike a balance between offering competitive executive compensation packages and aligning executive officer compensation with business strategies focused on long-term growth and creating value for stockholders.
|
EXECUTIVE OFFICERS
|
Name
|
Position
|
||||
Sandeep Mathrani
|
Chief Executive Officer
|
||||
Michael B. Berman
|
Executive Vice President and Chief Financial Officer
|
||||
Shobi Khan
|
President and Chief Operating Officer
|
||||
Alan J. Barocas
|
Senior Executive Vice President, Leasing
|
||||
Marvin J. Levine
|
Executive Vice President and Chief Legal Officer
|
||||
Richard S. Pesin
|
Executive Vice President, Anchors, Development and Construction
|
||||
Tara L. Marszewski
|
Senior Vice President and Chief Accounting Officer
|
Michael B. Berman, 59
|
||
Mr. Berman joined GGP in December 2011 and currently serves as Executive Vice President and Chief Financial Officer. From December 2005 until he joined GGP, Mr. Berman served as Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties, Inc. (“ELS”). From September 2003 until December 2005, Mr. Berman served as Vice President, Chief Financial Officer and Treasurer of ELS. During 2003, Mr. Berman was an associate professor at the New York University Real Estate Institute. Mr. Berman was a managing director in the Investment Banking department at Merrill Lynch & Co. from 1997 to 2002. Mr. Berman is a member of the Columbia Business School Real Estate Advisory Board, a member of the Board of Directors and the Chairman of the Audit Committee of Brixmor Property Group Inc., and a member of the Commercial & Retail Development Council of the Urban Land Institute. Mr. Berman received an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law, and a B.A. from Binghamton University in New York.
|
||
|
||
Shobi Khan, 51
|
||
Mr. Khan joined GGP in June 2011 and currently serves as President and Chief Operating Officer. As Chief Operating Officer, Mr. Khan’s oversight includes asset management, investments, joint-venture partnerships, marketing, and day-to-day operations. From December 2010 until he joined GGP, Mr. Khan served as U.S. chief investment officer at Bentall Kennedy, one of North America’s largest real estate investment advisors, where he held direct responsibility for U.S. investment activity and served on the company’s management group and investment committees. Prior to Bentall Kennedy, Mr. Khan was senior vice president of investments at Equity Office Properties Trust (“EOP”). During his 11 years at EOP, he led the underwriting of $16 billion in office REIT mergers and was involved with EOP’s $39 billion sale to Blackstone in 2007. Prior to joining EOP in 1996, Mr. Khan served with Katz Hollis, Inc. in Los Angeles, where he completed more than $5 billion in tax allocation bond transactions and public/private-financing assignments throughout the United States. Before joining Katz Hollis, he was with Arthur Andersen LLP in San Francisco, where he was responsible for various real estate consulting engagements. Mr. Khan holds an M.B.A. from the University of Southern California and a bachelor’s degree from the University of California at Berkeley. He is an active member of ICSC.
|
||
|
||
Alan J. Barocas, 68
|
||
Mr. Barocas joined GGP in January 2011 and currently serves as Senior Executive Vice President of Leasing. Mr. Barocas was the principal of Alan J Barocas and Associates, a retail real estate consulting group that he founded in May 2006, specializing in assisting retailers, developers and investment groups in the development, execution and assessment of their growth and investment strategies. Prior to May 2006, Mr. Barocas spent 25 years at Gap, Inc., the last 20 of which he held various executive positions in its real estate department including as Senior Vice President of Real Estate and Construction from October 2000 until his departure from Gap, Inc. in 2006. Mr. Barocas also serves on the Board of Directors of Stage Stores, Inc., since 2007. Mr. Barocas received a B.S. in Business Administration from the University at Albany.
|
Marvin J. Levine, 67
|
||
Mr. Levine joined GGP in January 2011 and currently serves as Executive Vice President and Chief Legal Officer. From 2002 until he joined GGP, he served as Of Counsel to Wachtel, Masyr & Missry, LLP. From 2000 through 2001 he served as partner of Husch Blackwell LLP. From 1994 until 1999 he served as a partner and member of the management committee of Wachtel, Masyr & Missry, LLP. Mr. Levine received a B.S. from Lehigh University and a J.D. from New York University.
|
||
|
||
Richard S. Pesin, 53
|
||
Mr. Pesin joined GGP in January 2011 and currently serves as Executive Vice President of Anchors, Development and Construction. Since joining GGP, Mr. Pesin has initiated and is executing a retail development pipeline in excess of $2.5 billion. Prior to GGP, Mr. Pesin was Executive Vice President and Director of Retail Development for Forest City Ratner Companies where he oversaw all aspects of retail development and leasing. Mr. Pesin led the company’s program to bring innovative shopping centers to underserved urban markets. During his 15 year tenure with Forest City, Mr. Pesin was directly responsible for more than 4.5 million square feet with a cost of more than $1.5 billion of new development. Mr. Pesin is a graduate of Duke University with a Bachelor of Arts in Economics and Political Science and shortly thereafter in 1985 he began his career in the shopping center industry.
|
||
|
||
Tara L. Marszewski, 37
|
||
Ms. Marszewski joined GGP in January 2012 and has served as Senior Vice President and Chief Accounting Officer since October 2014. From January 2012 until October 2014, Ms. Marszewski served as Vice President – Public Reporting & Accounting Policy. From May 2002 until January 2012, she served as Senior Manager - Audit, Real Estate of KPMG LLP. From May 2001 until May 2002, she served as Staff Audit Associate of Arthur Andersen LLP. Ms. Marszewski received a B.S. in Accounting from the University of Illinois at Urbana.
|
EXECUTIVE COMPENSATION
|
•
|
Sandeep Mathrani, Chief Executive Officer;
|
•
|
Michael Berman, Executive Vice President and Chief Financial Officer;
|
•
|
Shobi Khan, President and Chief Operating Officer;
|
•
|
Alan Barocas, Senior Executive Vice President, Leasing; and
|
•
|
Richard Pesin, Executive Vice President, Anchors, Development and Construction.
|
•
|
10.1% increase of initial rental rates for signed leases that commenced in 2016, on a suite-to-suite basis when compared to the rental rate for expiring leases;
|
•
|
96.5% total occupancy
*
at December 31, 2016;
|
•
|
$1.3 billion of projects under construction or in the pipeline that generate stabilized average returns of 7-9%;
|
•
|
the sale of interests in eight properties (i.e., five “B” shopping centers, two urban retail properties, and one non-core office tower) for total gross proceeds at share of $604.3 million, which resulted in a net gain of $132.1 million;
|
•
|
the sale of a 50% interest in Fashion Show located in Las Vegas, Nevada to a joint venture partner at a gross value of $2.5 billion, $1.25 billion at share, which resulted in a gain of $634.9 million at share;
|
•
|
the acquisition of interests in five properties (i.e., two urban retail properties, two anchor boxes, and our partner's ownership interest in a shopping center) for a total gross purchase price at share of $278.3 million; and
|
•
|
the acquisition of the remaining 50% interest in Riverchase Galleria in Hoover, Alabama for a gross purchase price of $143.5 million including the assumption of our venture partner's $110.3 million share of property level debt.
|
Factors Guiding Compensation Decisions
|
l
|
Executive compensation program philosophy and objectives
|
|
l
|
Financial performance
|
||
l
|
Recommendations of the CEO for other NEOs
|
||
l
|
Assessment of risk management, including avoidance of unnecessary or excessive risk taking to ensure long-term stockholder value
|
||
l
|
Stockholder input including “say-on-pay” vote
|
||
l
|
Market pay practices
|
||
l
|
Current and historical compensation
|
2016 Equity-Based Awards and 2017 Program Updates
|
Aligning Long-Term Incentives with Stockholder Interests
2016 Awards: In direct response to input from stockholders, and to provide a balanced market-competitive compensation package that reinforces the Company’s commitment to paying for performance, GGP introduced changes to awards granted under the Equity Plan for awards granted in 2016 for 2015 service. These changes include granting half of the value of NEOs' Equity Plan awards in the form of performance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units, with the other half delivered in time-vesting stock options or Stock Option-Like LTIP Units.
Adding another performance-vesting component to Equity Plan awards aligns our executive compensation program with stockholder interests.
2017 Updates: The Company further refined the time-vesting component of each NEO's equity award in 2017 for 2016 service in response to stockholder feedback. As a result, in 2017 each NEO received 50% of the value of his Equity Plan award as restricted stock or Restricted Stock-Like LTIP Units, rather than stock options or Stock Option-Like LTIP Units.
|
Equity Award Components
|
||
Awarded in 2015 for 2014 Service
|
Awarded in 2016 for 2015 Service
|
Awarded in 2017 for 2016 Service
|
NEO's choice of time-vesting:
– Restricted stock – Stock options – Restricted Stock-Like LTIP Units – Stock Option-Like LTIP Units |
– NEO's choice of performance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units (50%)
|
– NEO's choice of performance-vesting restricted stock or performance-vesting Restricted Stock-Like LTIP Units (50%)
|
– NEO's choice of time-vesting stock options or time-vesting Stock Option-Like LTIP Units (50%)
|
– NEO's choice of time-vesting restricted stock or time-vesting Restricted Stock-Like LTIP Units (50%)
|
Key 2016 Compensation Decisions
|
The compensation decisions outlined below demonstrate our strong, sustained commitment to paying for performance.
Base Salary There were no NEO base salary increases in 2016. Except for Mr. Khan, none of the NEOs have received a base salary increase since they joined GGP. Mr. Khan received an increase in base salary to $900,000 effective January 1, 2017 in connection with his promotion to President and Chief Operating Officer. Annual Cash Incentive On the basis of the assessment discussed below, the Compensation Committee awarded Mr. Mathrani a cash award of $3,000,000, representing 100% of his target cash award; Messrs. Berman, Barocas and Pesin a cash award of $750,000 representing 100% of their target cash awards; and Mr. Khan a cash award of $1,000,000, representing 133% of his target cash award. Long-Term Incentives under the Equity Plan As stated above, GGP recently introduced changes to awards granted under the Equity Plan in direct response to stockholder feedback. In February 2016, each NEO received his equity award for 2015 performance in the form of 50% Stock Option-Like LTIP Units and 50% performance-vesting Restricted Stock-Like LTIP Units. The grant date values of these awards ranged from approximately $1,750,000 to $8,500,000. In January 2017, each NEO received his equity award for 2016 performance in the form of 50% time-vesting restricted stock or Restricted Stock-Like LTIP Units and 50% performance-vesting restricted stock or Restricted Stock-Like LTIP Units. The grant date values of these awards ranged from approximately $600,000 to $8,000,000. |
What We Heard
|
How We Responded
|
||
n
|
Oppose excise tax gross-ups in employment agreements.
|
þ
|
Our Compensation Committee adopted a formal policy prohibiting excise tax gross-ups in future NEO employment agreements.
|
n
|
Oppose guaranteed minimum bonuses.
|
þ
|
Our Compensation Committee adopted a formal policy prohibiting guaranteed minimum bonuses in future NEO employment agreements.
|
n
|
Desire performance-based component in future equity awards.
|
þ
|
Our Compensation Committee adopted a formal policy that future NEO equity awards will not be 100% time-vesting.
|
n
|
Prefer stock-based awards over stock option-based awards.
|
þ
|
Awards granted in 2017 for 2016 performance were in the form of restricted stock and Restricted Stock-Like LTIP Unit awards.
|
|
CEO Total Direct Compensation - 3 Year Comparison
(Excluding One-Time Employment Agreement Award)
|
||||||||
Base Salary
|
Annual Cash Incentive Compensation
|
Long-Term Equity Incentive Compensation
|
||||||
2014
|
2015
|
2016
|
2014
|
2015
|
2016
|
2014
|
2015
|
2016
|
$1,200,000
|
$1,200,000
|
$1,200,000
|
$3,000,000
|
$3,000,000
|
$3,000,000
|
$10,000,000
|
$8,500,000
|
$8,000,000
|
0% Growth
|
0% Growth
|
Decreased 20% since 2014
|
Elements of our executive total rewards consist of base salary, annual cash incentives, long-term equity incentives, and other benefits.
|
•
|
Program Design:
90% of the 2016 total direct compensation delivered to Mr. Mathrani and between 64%-84% delivered to the other NEOs is comprised of performance-based pay.
|
•
|
Performance Assessment:
Our Compensation Committee uses a comprehensive and well-defined process to assess Company performance. We believe our metrics focus management on the appropriate objectives for the creation of both short- and long-term stockholder value.
|
|
Short Term (Cash)
|
Long Term (Equity)
|
|
Incentive Compensation Plan
|
Time-Vesting Restricted Stock and Restricted Stock-Like
LTIP Units
|
Performance-Vesting
Restricted Stock and
Restricted Stock-Like LTIP Units
|
|
Objective:
|
Short-term operational
business priorities
|
Long-term stockholder
value creation
|
Long-term stockholder
value creation
|
Time Horizon:
|
1 Year
|
4 Years
|
3 Years
|
Metrics:
|
Varies based on each NEO’s area of responsibility
|
Stock price
|
l
25% relative TSR
(FTSE NAREIT Equity REIT Index)
l
25% relative TSR
(FTSE NAREIT Retail REIT Index)
l
25% absolute TSR
l
25% FFO per diluted share
|
NEO
|
Stock Ownership Guidelines
|
Chief Executive Officer
|
5x
|
President
|
4x
|
Executive Vice President
|
3x
|
Senior Vice President
|
2x
|
In establishing and reviewing the Company’s compensation programs, the Compensation Committee considers whether the programs encourage unnecessary or excessive risk taking and has determined that they do not.
|
What We Do
|
What We Don’t Do
|
||
þ
|
Do
link pay to performance by rewarding NEOs based on the value they create for the Company and stockholders.
|
ý
|
No
guaranteed minimum bonuses for NEOs in 2017 or beyond.
|
þ
|
Do
put pay at risk based on performance - over 90% of our CEO’s pay and at least 64% of each NEO’s pay is at-risk based on performance.
|
ý
|
No
compensation strategies that focus pay on short-term results to the detriment of long-term goals.
|
þ
|
Do
set meaningful performance goals at the beginning of each performance period.
|
ý
|
No
incentives that encourage excessively risky behavior.
|
þ
|
Do
require significant stock ownership by our NEOs.
|
ý
|
No
discounted stock options, stock option reloads, or stock option repricing (except in connection with certain corporate transactions such as spin-offs, special dividends and stock splits), without stockholder approval.
|
þ
|
Do
permit clawbacks of compensation from NEOs in the event of certain financial restatements.
|
ý
|
No
employees are permitted to engage in speculative trading, hedging, or derivatives transactions in Company stock.
|
þ
|
Do
limit perquisites.
|
ý
|
No
separate benefit plans for NEOs - NEOs participate in the same benefit plans available to other full time employees.
|
þ
|
Do
require a performance-based component in all NEO equity awards.
|
ý
|
No
evergreen provisions in our equity plan.
|
|
|
ý
|
No
excise tax gross-ups in future NEO employment agreements.
|
|
|
ý
|
No
future 100% time-vesting equity awards for NEOs.
|
|
Link to Program Objectives
|
Type of Compensation
|
Key Features
|
Base Salary
|
Compensation Committee considers base salaries paid by companies for comparable roles of the general industry data, offering market competitive fixed compensation.
|
Cash
|
Provides a minimum level of guaranteed pay.
|
Annual Incentive
Incentive Compensation Plan
|
A cash-based award that rewards short-term operating and financial performance.
|
Cash
|
Target incentive opportunity is set as a percentage of base salary and is granted only if threshold performance levels are met.
|
Long-Term Incentive
Time-vesting Restricted Stock or Time-vesting Restricted Stock-Like LTIP Units
|
Helps ensure that executive pay is directly linked to the achievement of the Company’s long-term objectives and promotes retention.
|
Long-Term
Equity
|
Four-year vesting promotes retention; aligns NEOs with interests of stockholders.
|
Long-Term Incentive
Performance-vesting Restricted Stock or Performance-vesting Restricted Stock-Like LTIP Units |
Links compensation of executives to the building of long-term stockholder value, balances short-term operating focus, and aligns the long-term financial interests of executive management with those of our stockholders.
|
Long-Term
Equity
|
Designed to reward executives for attainment of specified long-term stockholder value creation goals (e.g., TSR); value is linked to stock price.
|
In determining the base salary and the threshold, target, and maximum short-term cash incentives and long-term equity incentives for each NEO for a given year, the Compensation Committee generally considers a number of factors on a subjective basis, including:
|
|
l
|
Scope of the officer’s responsibilities within the Company and in relation to comparable officers at various companies within the peer group referred to above;
|
l
|
Experience of the officer within our industry and at the Company;
|
l
|
Performance of the named executive officer and his or her contribution to the Company;
|
l
|
Company’s financial budget and general level of wage increases throughout the Company for the coming year;
|
l
|
Review of historical compensation information for the individual officer;
|
l
|
Subjective determination of the compensation needed to motivate and retain that individual;
|
l
|
Recommendations of the Chief Executive Officer; and
|
l
|
Data regarding compensation paid to officers with comparable titles, positions or responsibilities at REITs that are considered by the Compensation Committee to be comparable for compensation purposes.
|
Competitive Total Compensation
|
l
|
Competitiveness is a significant factor considered in establishing executive compensation.
|
l
|
While the Compensation Committee evaluates and discusses peer compensation data to help inform its decision-making process, the Compensation Committee does not set compensation levels at any specific level or percentile against peer group data.
|
|
l
|
The Compensation Committee does not “benchmark” GGP’s executive compensation levels, particularly on an individual basis, but rather evaluates overall pay in aggregate across the executive team. Peer group data is only a reference point taken into account by the Compensation Committee in determining compensation decisions.
|
|
Align Executive Interests with Stockholder Interests
|
l
|
The Compensation Committee seeks to align compensation with business strategies focused on long-term growth and sustained stockholder value.
|
l
|
A large portion of our executives’ pay is “at risk” and dependent upon the achievement of specific corporate and individual performance goals.
|
|
l
|
The vast majority of pay is delivered in equity. Equity incentive awards are subject to multi-year vesting schedules, which contribute to continuity and stability within the Company’s executive leadership and encourage executives to act as owners with a tangible stake in the Company. The Company pays higher compensation when goals are exceeded and lower compensation when goals are not met.
|
|
l
|
The Compensation Committee has adopted a formal policy that all future equity incentive awards contain a performance-vesting component.
|
|
Compensation Commensurate with Employees' Value
|
l
|
Total compensation is higher for individuals with greater responsibility and greater ability to influence the Company’s achievement of targeted results and strategic initiatives.
|
l
|
As position and responsibility increases, the proportion of an executive’s total compensation that is based on Company performance objectives increases, while the proportion based on individual performance decreases.
|
|
Transparent Compensation Programs
|
l
|
Our executive compensation program is designed to be transparent and clearly linked to performance.
|
NEO
|
Target Annual Cash Award
(as a % of Base Salary) |
Target Annual Cash Award Amount
($)
|
Annual Cash Award Received
(as a % of Base Salary)
|
Amount of 2016 Cash Award Received
|
Sandeep Mathrani
|
250%
|
$3,000,000
|
250%
|
$3,000,000
|
Michael B. Berman
|
100%
|
$750,000
|
100%
|
$750,000
|
Shobi Khan
|
100%
|
$750,000
|
133%
|
$1,000,000
|
Alan J. Barocas
|
100%
|
$750,000
|
100%
|
$750,000
|
Richard S. Pesin
|
100%
|
$750,000
|
100%
|
$750,000
|
Long-Term Compensation Program Objectives:
|
|
l
|
Reward achievement over a multi-year period;
|
l
|
Focus executives on the total stockholder return of the Company, which together with our stock ownership guidelines, aligns the interests of executives with those of our stockholders; and
|
l
|
Provide a retention mechanism through multi-year vesting.
|
•
|
Performance-vesting restricted stock and performance-vesting Restricted Stock-Like LTIP Units
: These awards provide an incentive to achieve long-term financial objectives, as they only vest if specified performance objectives are achieved. Performance-vesting awards cliff-vest after three years. The total number of shares earned depends on how GGP performs relative to peers and on an absolute basis versus pre-established performance goals. To maximize alignment with stockholders, 75% of the performance-vesting awards vest based on how GGP’s TSR performs relative to its peers and relative to pre-established total return goals. The final 25% of the performance-vesting awards vest based on GGP’s FFO per diluted share performance. Weightings are based on the grant date fair value of each award. The following table provides a summary of the performance-vesting restricted stock and performance-vesting Restricted Stock-Like LTIP Unit awards. Payouts between threshold and target are calculated using straight-line interpolation.
|
•
|
Time-vesting restricted stock and Restricted Stock-Like LTIP Units:
These awards help the Company retain executives and focus attention on long-term performance. Restricted Stock and Restricted Stock-Like LTIP Units vest ratably over four years (25% of award vests on each anniversary of the award date).
|
January 2017 Equity Awards for 2016 Performance
|
|||||||||||||
NEO (1)
|
Time-vesting Awards
|
Performance-vesting Awards
|
Total Value of Equity Granted
|
||||||||||
Value of Restricted Stock or Restricted Stock-Like LTIP Units
(2) |
Number of Shares or Units Granted
|
Value of Restricted Stock or Restricted Stock-Like LTIP Units (2)
|
Aggregate Number of Shares or Units Granted (3)
|
||||||||||
Sandeep Mathrani
|
$
|
4,000,000
|
|
157,667
|
|
$
|
4,000,000
|
|
243,673
|
|
$
|
8,000,000
|
|
Michael B. Berman
|
$
|
1,250,000
|
|
49,271
|
|
$
|
1,250,000
|
|
76,149
|
|
$
|
2,500,000
|
|
Shobi Khan
|
$
|
1,500,000
|
|
66,934
|
|
$
|
1,500,000
|
|
91,378
|
|
$
|
3,000,000
|
|
Alan J. Barocas
|
$
|
300,000
|
|
11,825
|
|
$
|
300,000
|
|
16,676
|
|
$
|
600,000
|
|
Richard S. Pesin
|
$
|
875,000
|
|
39,045
|
|
$
|
875,000
|
|
53,302
|
|
$
|
1,750,000
|
|
(2)
|
Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The grant date fair value for time-vesting Restricted Stock-Like LTIP Units was computed based on the closing price of GGP common stock on the date of grant, discounted to reflect revaluation risk and high-watermark features of Restricted Stock-Like LTIP Units assuming a volatility of 40% and a risk-free investment rate of 2.45%. Grant date fair values for Restricted Stock-Like LTIP Units and restricted stock that vest on achievement of Relative Equity REIT TSR, Relative Retail REIT TSR and Absolute TSR targets were calculated using Monte Carlo simulations. The simulations were conducted using assumptions regarding the total stock return on the Company's common stock and the relative total returns of the FTSE NAREIT Equity REIT Index and FTSE NAREIT Retail REIT Index, as applicable, as well as other factors. The simulations used an expected volatility of 20% and a risk-free investment rate of 1.50%. The grant date fair value for Restricted Stock-Like LTIP Units and restricted stock that vest on achievement of FFO targets is equal to the closing price of the Company's common stock on the date of grant. Performance-vesting Restricted Stock-Like LTIP Units are adjusted for the conversion ratio of OP Units to common stock and, as applicable, the revaluation risk of Restricted Stock-Like LTIP Units. For performance-vesting Restricted Stock-Like LTIP Units, concurrent with dividends paid on the Company's common stock, each unit receives a distribution equivalent to approximately 10% of the dividend per share paid on the Company’s common stock. To account for this distribution, additional Restricted Stock-Like LTIP Units are issued at the time of the grant to approximately equate to an estimate of 90% of the dividends to be paid over the performance period. The additional Restricted Stock-Like LTIP Units issued in lieu of dividends are subject to forfeiture if performance goals are not met or if the value of dividends actually paid during the performance period is less than the value of such units; additional LTIP Units may be issued if the value of dividends actually paid during the performance period is greater than the value of such units.
|
(3)
|
Represents the aggregate number of units each NEO would receive if the target was achieved for each performance measure. Performance-vesting Restricted Stock-Like LTIP Units are subject to forfeiture if performance measures are not met, the NEO does not continue to serve through the vesting date, or the units do not otherwise vest.
|
February 2016 Equity Awards for 2015 Performance
|
|||||||||||||
NEO
|
Time-Vesting Awards
|
Performance-Vesting Awards
|
Total Value of Units Granted
|
||||||||||
Value of Stock Option-Like LTIP Units
(1) |
Number of Stock Option-Like LTIP Units Granted (2)
|
Value of Units (1)
|
Aggregate Number of Units Granted (3)
|
||||||||||
Sandeep Mathrani
|
$
|
4,250,000
|
|
834,542
|
|
$
|
4,250,000
|
|
257,944
|
|
$
|
8,500,000
|
|
Michael B. Berman
|
$
|
1,250,000
|
|
245,454
|
|
$
|
1,250,000
|
|
75,867
|
|
$
|
2,500,000
|
|
Shobi Khan
|
$
|
1,500,000
|
|
294,544
|
|
$
|
1,500,000
|
|
91,038
|
|
$
|
3,000,000
|
|
Alan J. Barocas
|
$
|
875,000
|
|
171,817
|
|
$
|
875,000
|
|
53,106
|
|
$
|
1,750,000
|
|
Richard S. Pesin
|
$
|
875,000
|
|
171,817
|
|
$
|
875,000
|
|
53,106
|
|
$
|
1,750,000
|
|
(1)
|
Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The grant date fair value for Stock Option-Like LTIP Units was calculated using Black-Scholes and assumes volatility of 25%, an annual dividend yield of 3.07%, a risk-free investment rate of 1.52%, and an expected term of 6.25 years. NEOs only receive value from Stock Option-Like LTIP Units to the extent the Company's stock price at the time of conversion exceeds the stock price on the date of grant. Grant date fair values for Restricted Stock-Like LTIP Units that vest on achievement of Relative Equity REIT TSR, Relative Retail REIT TSR and Absolute TSR targets were calculated using Monte Carlo simulations. The simulations were conducted using assumptions regarding the total stock return on the Company's common stock and the relative total returns of the FTSE NAREIT Equity REIT Index and FTSE NAREIT Retail REIT Index, as applicable, as well as other factors. The simulations used an expected volatility of 20% and a risk-free investment rate of 0.86%. The grant date fair value for LTIP Units that vest on achievement of FFO targets is equal to the closing price of the Company's common stock on the date of grant, adjusted for the conversion ratio of OP Units to common stock and revaluation risk of LTIP Units. For Stock Option-Like LTIP Units, a distribution equal to10% of the dividend is paid currently, and executives receive value only if the stock price increases from the closing price of the Company's common stock on the date of grant.
|
(2)
|
Pursuant to the terms of the Equity Plan, option awards and Stock Option-Like LTIP Unit awards were adjusted to reflect a $0.26 special cash dividend paid January 27, 2017 on GGP common stock. The adjustment maintained the value of the awards and placed award recipients in a neutral position following payment of the dividend. The number of units presented reflects these adjustments.
|
(3)
|
Amounts represent the aggregate number of units each NEO would receive if the target was achieved for each performance measure. Performance-vesting Restricted Stock-Like LTIP Units are subject to forfeiture if performance measures are not met, the NEO does not continue to serve through the vesting date, or the units do not otherwise vest.
|
Total Compensation
|
||||||||||||
NEO
|
Base Salary
|
Incentive Compensation Plan Award
|
Long-Term Incentive Award Value*
|
Total Compensation
|
||||||||
Sandeep Mathrani
|
$
|
1,200,000
|
|
$
|
3,000,000
|
|
$
|
8,000,000
|
|
$
|
12,200,000
|
|
Michael B. Berman
|
$
|
750,000
|
|
$
|
750,000
|
|
$
|
2,500,000
|
|
$
|
4,000,000
|
|
Shobi Khan
|
$
|
750,000
|
|
$
|
1,000,000
|
|
$
|
3,000,000
|
|
$
|
4,750,000
|
|
Alan J. Barocas
|
$
|
750,000
|
|
$
|
750,000
|
|
$
|
600,000
|
|
$
|
2,100,000
|
|
Richard S. Pesin
|
$
|
750,000
|
|
$
|
750,000
|
|
$
|
1,750,000
|
|
$
|
3,250,000
|
|
COMPENSATION TABLES
|
Name and Principal Position
|
Year
|
Salary
($) |
Non-Equity Incentive Plan Compensation
($)(1) |
Stock
Awards ($)(2) |
Option
Awards ($)(2) |
All Other
Compensation ($)(3) |
Total
($) |
||||
Sandeep Mathrani
|
2016
|
1,200,000
|
3,000,000
|
4,250,000
|
4,250,000
|
48,988
|
12,748,988
|
||||
Chief Executive Officer
|
2015
|
1,200,000
|
3,000,000
|
35,000,000
|
|
—
|
|
47,574
|
|
39,247,574
|
|
|
2014
|
1,200,000
|
3,000,000
|
—
|
|
—
|
|
692,039
|
|
4,892,039
|
|
Michael B. Berman
|
2016
|
750,000
|
750,000
|
1,250,000
|
1,250,000
|
|
14,216
|
|
4,014,216
|
||
Executive Vice President
|
2015
|
750,000
|
800,000
|
2,500,000
|
|
—
|
|
14,000
|
|
4,064,000
|
|
and Chief Financial Officer
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
27,084
|
|
1,527,084
|
|
Shobi Khan
|
2016
|
750,000
|
1,000,000
|
1,500,000
|
1,500,000
|
|
14,216
|
4,764,216
|
|||
President and Chief Operating Officer
|
2015
|
750,000
|
800,000
|
2,250,000
|
|
—
|
|
14,000
|
|
3,814,000
|
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
14,750
|
|
1,514,750
|
||
Alan J. Barocas
|
2016
|
750,000
|
750,000
|
875,000
|
875,000
|
|
14,216
|
3,264,216
|
|||
Senior Executive Vice
|
2015
|
750,000
|
800,000
|
1,750,000
|
|
—
|
|
14,000
|
|
3,314,000
|
|
President, Leasing
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
14,750
|
|
1,514,750
|
|
Richard S. Pesin
|
2016
|
750,000
|
750,000
|
875,000
|
875,000
|
|
14,216
|
3,264,216
|
|||
Executive Vice President,
|
2015
|
750,000
|
800,000
|
1,750,000
|
|
—
|
|
14,000
|
|
3,314,000
|
|
Anchors, Development and
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
16,750
|
|
1,516,750
|
|
Construction
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
(1)
|
Cash awards earned for 2016 were paid in February 2017. Cash awards earned for 2015 were paid in February 2016. Cash awards earned for 2014 were paid in January 2015. Cash awards earned for 2013 were paid in January 2014. See the “Compensation Discussion and Analysis” above for a description of the Company’s Incentive Compensation Plan.
|
(2)
|
Each NEO received an equity award in January 2017 for 2016 performance. These awards are not included in the Summary Compensation Table, but are included above in the Total Direct Compensation Table and described in the “Compensation Discussion & Analysis”.
|
(3)
|
Refer to the table below for a description of the components of the “All Other Compensation” column.
|
Name
|
Year
|
401(k)
Matching Contribution
($)
|
Sum of
Dividends on Restricted Stock
($)
|
Relocation
Expenses($) |
Other
($)
|
Total
($)
|
|||||||
Sandeep Mathrani
|
2016
|
13,250
|
—
|
|
—
|
|
35,738
|
(1)
|
48,988
|
||||
|
2015
|
13,250
|
—
|
|
—
|
|
34,324
|
(1)
|
47,574
|
||||
|
2014
|
13,000
|
600,000
|
|
—
|
|
79,039
|
(1)
|
692,039
|
||||
Michael B. Berman
|
2016
|
13,250
|
—
|
|
—
|
|
966
|
(2)
|
14,216
|
||||
|
2015
|
13,250
|
—
|
|
—
|
|
750
|
(3)
|
14,000
|
||||
|
2014
|
13,000
|
12,334
|
|
—
|
|
1,750
|
(4)
|
27,084
|
||||
Shobi Khan
|
2016
|
13,250
|
—
|
|
—
|
|
966
|
(2)
|
14,216
|
||||
|
2015
|
13,250
|
—
|
|
—
|
|
750
|
(3)
|
14,000
|
||||
|
2014
|
13,000
|
—
|
|
—
|
|
1,750
|
(4)
|
14,750
|
||||
Alan J. Barocas
|
2016
|
13,250
|
—
|
|
—
|
|
966
|
(2)
|
14,216
|
||||
|
2015
|
13,250
|
—
|
|
—
|
|
750
|
(3)
|
14,000
|
||||
|
2014
|
13,000
|
—
|
|
—
|
|
1,750
|
(4)
|
14,750
|
||||
Richard S. Pesin
|
2016
|
13,250
|
—
|
|
—
|
|
966
|
(2)
|
14,216
|
||||
|
2015
|
13,250
|
—
|
|
—
|
|
750
|
(3)
|
14,000
|
||||
|
2014
|
13,000
|
—
|
|
—
|
|
3,550
|
(5)
|
16,550
|
(1)
|
Pursuant to the terms of Mr. Mathrani’s 2010 Employment Agreement, the Company agreed to pay Mr. Mathrani’s life insurance coverage premiums for the duration of his employment period which totaled $15,658 for 2016, $14,460 for 2015 and $13,380 for 2014. This amount also includes allocations to Mr. Mathrani in each of 2016, 2015 and 2014 for personal use of a car leased by the Company ($19,114, $19,114 and $5,637 respectively), utilization of an assistant’s time for personal purposes in 2014 ($58,272), and dividends related to preferred stock of certain GGP REIT subsidiaries in 2016, 2015 and 2014 ($966, $750 and $750 respectively). Additionally, he was awarded preferred stock of certain GGP REIT subsidiaries valued at $1,000 in 2014.
|
(2)
|
Amount represents $966 of dividends related to preferred stock of certain GGP REIT subsidiaries.
|
(3)
|
Amount represents $750 of dividends related to preferred stock of certain GGP REIT subsidiaries.
|
(4)
|
Amount represents $750 of dividends related to preferred stock of certain GGP REIT subsidiaries and $1,000 from awards of preferred stock of certain GGP REIT subsidiaries.
|
(5)
|
Amount represents $550 of dividends related to preferred stock of certain GGP REIT subsidiaries and $3,000 from awards of preferred stock of certain GGP REIT subsidiaries.
|
Name
|
Grant Date
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
All Other
Stock Awards: Number of Shares of Stock or Units (#)
(2)
|
All Other
Option Awards: Number of Securities Underlying Options (#)
(3)
|
Exercise or
Base Price of Option Awards($/Sh)
(3)
|
Grant Date
Fair Value of Stock and Option Awards
($)
|
||||||||||||||
Threshold($)
|
Target
($)
|
Maximum($)
|
||||||||||||||||||
Sandeep Mathrani
|
2/18/16
|
—
|
|
—
|
|
—
|
|
257,944
|
|
834,542
|
|
25.83
|
|
8,500,000
|
|
|||||
|
—
|
|
—
|
|
3,000,000
|
|
6,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Michael B. Berman
|
2/18/16
|
—
|
|
—
|
|
—
|
|
75,867
|
|
245,454
|
|
25.83
|
|
2,500,000
|
|
|||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Shobi Khan
|
2/18/16
|
—
|
|
—
|
|
—
|
|
91,038
|
|
294,544
|
|
25.83
|
|
3,000,000
|
|
|||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Alan J. Barocas
|
2/18/16
|
—
|
|
—
|
|
—
|
|
53,106
|
|
171,817
|
|
25.83
|
|
1,750,000
|
|
|||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Richard S. Pesin
|
2/18/16
|
—
|
|
—
|
|
—
|
|
53,106
|
|
171,817
|
|
25.83
|
|
1,750,000
|
|
|||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Under the terms of the Incentive Compensation Plan, the pool from which each executive’s target award is payable is based on the corresponding percentage of Target EBITDA achieved (as defined in the Incentive Compensation Plan) in the chart below.
|
|
Percentage of
Target EBITDA Achieved |
Percentage of
Target Award |
Threshold
|
90%
|
0%
|
Target
|
100%
|
100%
|
Maximum
|
≥110%
|
200%
|
(2)
|
Represents performance-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan. The February 18, 2016 grants were for 2015 performance and vest on December 31, 2018 based on achievement of performance metrics. Restricted Stock-Like LTIP Units, if earned, are convertible into OP Units, which are redeemable by the holder for approximately one common share of the Company or the cash value of such shares, at the Company’s option.
|
(3)
|
Represents time-vesting Stock Option-Like LTIP Units granted pursuant to the Equity Plan. The February 18, 2016 grants were for 2015 performance and vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on February 18, 2020. Pursuant to the terms of the Equity Plan, Stock Option-Like LTIP Unit awards were adjusted to reflect a $0.26 special cash dividend paid January 27, 2017 on GGP common stock. The adjustment maintained the value of the awards and placed award recipients in a neutral position following payment of the dividend. The strike prices and number of units reflect these adjustments.
|
Name
|
Option Awards
|
Stock Awards
|
||||||||||||
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable (13) |
Option
Exercise Price ($)
(13)
|
Option
Expiration Date |
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market Value
of Shares or Units of Stock That Have Not Vested ($)
(14)
|
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)
|
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
(14)
|
|||||||
Sandeep Mathrani
|
1,010,350
|
(1)
|
—
|
|
9.60
|
|
10/27/2020
|
|
|
|
|
|
|
|
|
891,485
|
(2)
|
—
|
|
14.61
|
|
8/2/2021
|
|
|
|
|
|
|
|
|
848,694
|
|
565,796
|
(3)
|
19.05
|
|
1/7/2023
|
|
|
|
|
|
|
|
|
1,515,525
|
|
505,175
|
(4)
|
20.40
|
|
11/12/2023
|
|
|
|
|
|
|
|
|
—
|
|
834,542
|
(5)
|
25.83
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
257,998
|
(6)
|
$6,701,050
|
|
|
|
||
|
|
|
|
|
|
|
848,608
|
(7)
|
$22,041,120
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
128,972
|
(8)
|
$3,349,824
|
||
Michael B. Berman
|
80,828
|
|
—
|
(9)
|
13.67
|
|
12/15/2021
|
|
|
|
|
|
|
|
|
96,500
|
|
190,651
|
(3)
|
19.05
|
|
1/7/2023
|
|
|
|
|
|
|
|
|
454,657
|
|
151,553
|
(4)
|
20.40
|
|
11/12/2023
|
|
|
|
|
|
|
|
|
—
|
|
245,454
|
(5)
|
25.83
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,500
|
(6)
|
$1,675,276
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
37,934
|
(8)
|
$985,244
|
||
Shobi Khan
|
404,140
|
|
—
|
(10)
|
15.12
|
|
6/13/2021
|
|
|
|
|
|
|
|
|
404,139
|
|
—
|
(2)
|
14.61
|
|
8/2/2021
|
|
|
|
|
|
|
|
|
239,293
|
|
159,529
|
(3)
|
19.05
|
|
1/7/2023
|
|
|
|
|
|
|
|
|
454,657
|
|
151,553
|
(4)
|
20.40
|
|
11/12/2023
|
|
|
|
|
|
|
|
|
—
|
|
294,544
|
(5)
|
25.83
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,050
|
(6)
|
$1,507,748
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
45,519
|
(8)
|
$1,182,277
|
||
Alan J. Barocas
|
75,776
|
|
—
|
(11)
|
13.97
|
|
1/24/2021
|
|
|
|
|
|
|
|
|
404,140
|
|
—
|
(2)
|
14.61
|
|
8/2/2021
|
|
|
|
|
|
|
|
|
191,433
|
|
127,624
|
(3)
|
19.05
|
|
1/7/2023
|
|
|
|
|
|
|
|
|
227,328
|
|
75,777
|
(4)
|
20.40
|
|
11/12/2023
|
|
|
|
|
|
|
|
|
—
|
|
171,817
|
(5)
|
25.83
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,150
|
(6)
|
$1,172,693
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
26,553
|
(8)
|
$689,668
|
||
Richard S. Pesin
|
404,140
|
|
—
|
(11)
|
13.97
|
|
1/24/2021
|
|
|
|
|
|
|
|
|
404,140
|
|
—
|
(2)
|
14.61
|
|
8/2/2021
|
|
|
|
|
|
|
|
|
191,433
|
|
127,624
|
(3)
|
19.05
|
|
1/7/2023
|
|
|
|
|
|
|
|
|
227,328
|
|
75,777
|
(4)
|
20.40
|
|
11/12/2023
|
|
|
|
|
|
|
|
|
|
|
171,817
|
(5)
|
25.83
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,150
|
(6)
|
$1,172,693
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
26,553
|
(8)
|
$689,668
|
(1)
|
Represents options granted pursuant to the Equity Plan on October 27, 2010. These options vested over four years in 25% increments beginning on the first anniversary of the date of grant and vested in full on October 27, 2014.
|
(2)
|
Represents options granted pursuant to the Equity Plan on August 2, 2011. These options vested over five years in 20% increments beginning on the first anniversary of the date of grant and vested in full on August 2, 2016.
|
(3)
|
Represents options granted pursuant to the Equity Plan on January 7, 2013. These options vest over five years in 20% increments beginning on the first anniversary of the date of grant and vest in full on January 7, 2018.
|
(4)
|
Represents options granted pursuant to the Equity Plan on November 12, 2013. These options vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on November 12, 2017.
|
(5)
|
Represents Stock Option-Like LTIP Units granted pursuant to the Equity Plan on February 18, 2016. These options vest over four years at 25% increments beginning on the first anniversary of the date of grant and vest in full on February 18, 2020.
|
(6)
|
Represents time-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan on January 6, 2015. These units vest over four years in 25% increments beginning on the first anniversary of the date of grant and vest in full on January 6, 2019.
|
(7)
|
Represents time-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan on February 12, 2015, which cliff-vest in full on January 1, 2020.
|
(8)
|
Represents performance-vesting Restricted Stock-Like LTIP Units granted pursuant to the Equity Plan on February 18, 2016. These units cliff-vest on December 31, 2018 based on the achievement of performance goals. The number of units reported is based on the achievement of threshold performance goals. For additional information on the vesting of performance-vesting Restricted Stock-Like LTIP Units, see
“
Compensation Discussion and Analysis.
”
|
(9)
|
Represents options granted pursuant to the 2010 Equity Plan on December 15, 2011. These options vested over five years at 20% increments beginning on the first anniversary of the date of grant and vested in full on December 15, 2016.
|
(10)
|
Represents options granted pursuant to the Equity Plan on June 13, 2011. These options vested over five years at 20% increments beginning on the first anniversary of the date of grant and vested in full on June 13, 2016.
|
(11)
|
Represents options granted pursuant to the Equity Plan on January 24, 2011. These options vested over four years in 25% increments beginning on the first anniversary of the date of grant and vested in full on January 24, 2015.
|
(12)
|
Represents options granted pursuant to the Equity Plan on January 24, 2011. These options vested over four years in 25% increments beginning on the first anniversary of the date of grant and vested in full on January 24, 2015.
|
(13)
|
Pursuant to the terms of the Equity Plan, option awards and Stock Option-Like LTIP Unit awards were adjusted to reflect a $0.26 special cash dividend paid January 27, 2017 on GGP common stock. The adjustment maintained the value of the awards and placed award recipients in a neutral position following payment of the dividend. The strike prices and number of options and units reflect these adjustments.
|
(14)
|
The amounts are calculated by multiplying $24.98, the closing price of our common stock as reported by the NYSE for December 30, 2016, by the applicable number of Restricted Stock-Like LTIP Units, multiplied by the conversion ratio of OP Units into common stock of 1.0397624.
|
Name
|
Option Awards
|
Stock Awards
|
||||||||||||||
Number of
Shares Acquired on Exercise (#) |
Value
Realized on Exercise ($)(1) |
Number of
Units Acquired on Vesting (#) |
Value
Realized on Vesting ($)(2) |
|||||||||||||
Sandeep Mathrani
|
1,000,000
|
|
$19,447,000
|
85,999
|
|
$2,469,740
|
||||||||||
Michael B. Berman
|
269,474
|
|
$3,073,982
|
21,499
|
|
$617,413
|
||||||||||
Shobi Khan
|
—
|
|
—
|
|
19,349
|
|
$555,669
|
|||||||||
Alan J. Barocas
|
125,000
|
|
$1,910,000
|
15,050
|
|
$432,209
|
||||||||||
Richard S. Pesin
|
—
|
|
—
|
|
15,050
|
|
$432,209
|
(1)
|
Amounts represent the difference between the closing price per share of our common stock on the NYSE on the date of exercise and the exercise price, multiplied by the number of options exercised.
|
(2)
|
This amount represents the closing price per share of our common stock on the NYSE on the vesting date, multiplied by the number of Restricted Stock-Like LTIP Units vested, multiplied by the conversion ratio of OP Units into common stock of 1.0397624.
|
•
|
2 years of salary continuation;
|
•
|
2 times his annual cash award for the previous year;
|
•
|
pro rata annual cash award for the year of termination (based on his annual cash award for the previous year);
|
•
|
full vesting of the awards described below under “Employment Arrangements for Executive Officers”; and
|
•
|
2 years of welfare benefit continuation.
|
•
|
For Mr. Khan, the severance payment is equal to his annual base salary plus a pro rata annual cash award for the year of termination (based on the target cash award for the current year).
|
•
|
For Messrs. Barocas and Pesin, the severance payment is equal to six months of the officer’s annual base salary plus a pro rata annual cash award for the year of termination (based on the target cash award for the current year).
|
•
|
Mr. Berman is not party to an individual severance arrangement, but may be eligible to receive severance payments pursuant to the Company's severance policy, which given his years of service is currently equal to thirty-two weeks of salary continuation based on his current annual base salary.
|
Name
|
Cash
Severance |
Pro rata
Cash Award |
Early Vesting
of Awards |
Excise Tax Gross-Up
|
Welfare
Benefits |
Total
|
||||||||||||||||||||||
Sandeep Mathrani:
|
||||||||||||||||||||||||||||
Termination by the Company Without Cause
or
by Mr. Mathrani for Good Reason
|
|
$8,400,000
|
|
|
$3,000,000
|
|
$41,110,690
|
(1)
|
—
|
|
|
$49,612
|
(2)
|
|
$52,560,302
|
|
||||||||||||
Termination due to Death or Disability
|
—
|
|
|
$3,000,000
|
|
$41,110,690
|
(1)
|
—
|
|
|
—
|
|
|
|
$44,110,690
|
|
||||||||||||
Change in Control
|
—
|
|
—
|
|
$35,441,818
|
(3)
|
—
|
|
(4)
|
—
|
|
|
|
$35,441,818
|
|
|||||||||||||
Michael Berman:
|
||||||||||||||||||||||||||||
Termination by the Company Without Cause
|
$461,538
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$461,538
|
|
|||||||||||||
Shobi Khan:
|
||||||||||||||||||||||||||||
Termination by the Company Without Cause
|
|
$750,000
|
|
|
$750,000
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$1,500,000
|
|
||||||||||
Alan Barocas:
|
||||||||||||||||||||||||||||
Termination by the Company Without Cause
|
|
$375,000
|
|
|
$750,000
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$1,125,000
|
|
||||||||||
Richard Pesin:
|
||||||||||||||||||||||||||||
Termination by the Company Without Cause
|
|
$375,000
|
|
|
$750,000
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$1,125,000
|
|
(1)
|
This amount represents full vesting of options to purchase 565,796 shares of common stock at $19.05 per share ($3,355,170), full vesting of options to purchase 505,175 shares of common stock at $20.40 per share ($2,313,702), and full vesting of 1,364,550 Restricted Stock-Like LTIP Units ($35,441,818).
|
(2)
|
This amount represents the estimated value of two years of welfare benefit continuation.
|
(3)
|
This amount represents full vesting of 1,364,550 Restricted Stock-Like LTIP Units.
|
(4)
|
Pursuant to Mr. Mathrani's 2015 Employment Agreement, the Company has agreed to reimburse Mr. Mathrani for certain excise taxes under Section 280G of the Internal Revenue Code, as well as any income and excise taxes payable by Mr. Mathrani as a result of any reimbursements for such taxes, resulting from a Change in Control of the Company. No such reimbursements would have been payable to Mr. Mathrani had a Change in Control occurred on December 31, 2016.
|
•
|
Mr. Berman is a member of the Board of Directors of Brixmor Property Group Inc. (“Brixmor”), and until February 9, 2016, served on Brixmor's compensation committee. Mr. Hurwitz was appointed interim Chief Executive Officer of Brixmor on February 8, 2016. Effective February 9, 2016, Mr. Hurwitz resigned from the Company's Compensation Committee and Mr. Berman resigned from Brixmor's compensation committee. Mr. Hurwitz resigned as interim Chief Executive Officer of Brixmor on May 20, 2016 and was reappointed to the Company's Compensation Committee on February 23, 2017.
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
•
|
each stockholder that is known to us to be a beneficial owner of more than 5% of the Company’s outstanding common stock or Series A preferred stock (“Principal Stockholders”);
|
•
|
each director and director nominee;
|
•
|
each NEO; and
|
•
|
all directors, director nominees, and executive officers as a group.
|
Name of Beneficial Owner
|
Common Stock
|
Series A Preferred Stock
|
|||||||||
Number of
Shares Beneficially Owned |
Percent of
Class |
Number of
Shares Beneficially Owned |
Percent of
Class |
||||||||
Principal Stockholders:
|
|||||||||||
Brookfield
(1)
|
334,081,456
|
|
|
34.8
|
%
|
—
|
|
|
—
|
|
|
The Vanguard Group
(2)
|
82,891,105
|
|
|
9.4
|
%
|
—
|
|
|
—
|
|
|
BlackRock Inc.
(3)
|
52,341,682
|
|
|
5.9
|
%
|
—
|
|
|
—
|
|
|
Named Executive Officers:
|
|||||||||||
Sandeep Mathrani
|
5,272,562
|
|
(4)(5)(6)
|
*
|
|
—
|
|
|
—
|
|
|
Michael B. Berman
|
664,657
|
|
(4)(5)(6)
|
*
|
|
—
|
|
|
—
|
|
|
Shobi Khan
|
1,609,719
|
|
(4)(5)
|
*
|
|
—
|
|
|
—
|
|
|
Alan J. Barocas
|
998,035
|
|
(4)(5)(6)
|
*
|
|
—
|
|
|
—
|
|
|
Richard S. Pesin
|
1,317,408
|
|
(4)(5)
|
*
|
|
—
|
|
|
—
|
|
|
Directors and director nominees:
|
|||||||||||
Richard B. Clark
(1)
|
334,081,456
|
|
(7)
|
34.8
|
%
|
—
|
|
|
—
|
|
|
Mary Lou Fiala
|
43,765
|
|
(6)
|
*
|
|
—
|
|
|
—
|
|
|
J. Bruce Flatt
(1)
|
334,081,456
|
|
(7)
|
34.8
|
%
|
—
|
|
|
—
|
|
|
Janice R. Fukakusa
|
—
|
|
|
|
—
|
|
|
—
|
|
||
John K. Haley
|
46,873
|
|
(5)
|
*
|
|
—
|
|
|
—
|
|
|
Daniel B. Hurwitz
|
35,592
|
|
(6)
|
*
|
|
—
|
|
|
—
|
|
|
Brian W. Kingston
(1)
|
334,081,456
|
|
(7)
|
34.8
|
%
|
—
|
|
|
—
|
|
|
Christina M. Lofgren
|
—
|
|
|
|
—
|
|
|
—
|
|
||
David J. Neithercut
|
63,212
|
|
(6)
|
*
|
|
—
|
|
|
—
|
|
|
Mark R. Patterson
|
27,395
|
|
(5)(6)
|
*
|
|
—
|
|
|
—
|
|
|
All directors, director nominees and executive officers as a group (17 persons)
|
344,553,468
|
|
(4)(5)(7)
|
35.6
|
%
|
4,000
|
|
(8)
|
*
|
|
(1)
|
Based on information provided to the Company, the following Brookfield entities may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Exchange Act and Rule 13d-5(b)(1) thereunder and each member of the “group” may be deemed to beneficially own all shares of common stock and warrants held by all members of the “group”: Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC, Brookfield Retail Holdings Warrants LLC, Brookfield Asset Management Inc., Partners Limited, Brookfield Holdings Canada Inc., Brookfield Asset Management Private Institutional Capital Adviser US, LLC, Brookfield Property Partners Limited, Brookfield Property Partners L.P., Brookfield Property L.P., Brookfield US Holdings Inc., Brookfield US Corporation, Brookfield BPY Holdings Inc., BPY Canada Subholdings 1 ULC, Brookfield BPY Retail Holdings I LLC, Brookfield BPY Retail Holdings II LLC, Brookfield BPY Retail Holdings III LLC, Brookfield BPY Retail Holdings II Subco LLC, BPY Retail III LLC, BPY Retail IV LLC, BW Purchaser, LLC, BPG Holdings Group Inc., BPG Holdings Group (US) Holdings Inc., Brookfield Property Split Corp, Brookfield Property Group LLC, Brookfield Office Properties Inc., 1706065 Alberta ULC, Brookfield Holding Limited Liability Company, Brookfield Properties, Inc., Brookfield Properties Subco LLC, BOP (US) LLC and New Brookfield BPY Retail Holdings II LLC. Accordingly, each of the above Brookfield entities may be deemed to beneficially own 334,081,456 shares of the Company’s common stock (which includes 75,847,844 shares of the Company’s common stock issuable upon exercise of warrants), constituting beneficial ownership of 34.8% of the shares of the Company’s common stock. The following Brookfield entities beneficially own more than 5% of the outstanding shares of the Company’s common stock in the following amounts: (i) Brookfield Retail Holdings VII LLC beneficially owns 79,094,965 shares of the Company’s common stock, constituting beneficial ownership of 8.9% of the shares of the Company’s common stock, (ii) Brookfield BPY Retail Holdings II Subco LLC beneficially owns 53,000,412 shares of the Company’s common stock, constituting beneficial ownership of 6.0% of the shares of the Company’s common stock, and (iii) BPY Retail IV LLC beneficially owns 61,444,210 shares of the Company’s common stock, constituting beneficial ownership of 6.9% of the shares of the Company’s common stock. Each of Brookfield Retail Holdings VII LLC, Brookfield Retail Holdings II Sub II LLC, Brookfield Retail Holdings III Sub II LLC, Brookfield Retail Holdings IV-A Sub II LLC, Brookfield Retail Holdings IV-B Sub II LLC, Brookfield Retail Holdings IV-C Sub II LLC, Brookfield Retail Holdings IV-D Sub II LLC and Brookfield Retail Holdings Warrants LLC (collectively, the “Investment Vehicles”) and the other Brookfield entities expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of the Company’s common stock and shares of the Company’s common stock underlying warrants beneficially owned by each of the other Investment Vehicles and Brookfield entities. The address of each such Brookfield managed entity is c/o Brookfield Retail Holdings VII LLC, 4 Brookfield Place, 250 Vesey Street, New York, NY 10281-1023.
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(2)
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Based solely on information provided by The Vanguard Group in a Schedule 13G filed with the SEC on February 13, 2017. The Vanguard Group has the sole power to vote 1,560,002 shares of common stock and dispose of 81,342,809 shares of common stock. The address for this reporting person is 100 Vanguard Blvd. Malvern, PA 19355.
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(3)
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Based solely on information provided by BlackRock Inc. in a Schedule 13G filed with the SEC on January 24, 2017. BlackRock Inc. has the sole power to vote 47,290,290 shares of common stock and dispose of 52,341,682 shares of common stock. The address for this reporting person is 55 East 52nd Street New York, NY 10055.
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(4)
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Includes shares of our common stock that such person has a right to acquire within 60 days after March 20, 2017 pursuant to stock options granted under our incentive plans. These amounts are as follows: Mr. Mathrani, 4,548,952 shares; Mr. Berman, 577,310 shares; Mr. Khan, 1,581,993 shares; Mr. Barocas, 962,489 shares; Mr. Pesin, 1,290,853 shares; and all other executive officers, 342,195 shares.
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(5)
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Does not include LTIP Units, which can be settled in common stock only at the Company's discretion. Holders of LTIP Units are not entitled to vote such units on any matters presented at the 2017 annual meeting. The number of Restricted Stock-Like LTIP Units held by each individual is as follows: Mr. Mathrani, 1,694,222 units; Mr. Berman, 238,015 units; Mr. Khan, 326,749 units; Mr. Barocas, 113,306 units; Mr. Pesin, 205,653 units; Mr. Haley, 13,741 units; Mr. Patterson, 9,161 units; and Mr. Levine, 30,905 units. The number of Stock Option-Like LTIP Units held by each individual is as follows: Mr. Mathrani, 834,5428 units; Mr. Berman, 245,454 units; Mr. Khan, 294,544 units; Mr. Barocas, 171,817 units; Mr. Pesin, 171,817 units; and Mr. Levine, 63,818 units. LTIP Units are subject to vesting and other terms as described above in “Compensation Discussion and Analysis.”
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(6)
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Includes shares of unvested restricted stock. The number of shares of unvested restricted stock for each individual is as follows: Mr. Mathrani, 157,667 shares; Mr. Berman, 49,271 shares; Mr. Barocas, 28,501 shares; Mr. Patterson, 4,730 shares; Mr. Levine, 23,751 shares; Ms. Fiala, 5,256 shares; Mr. Hurwitz, 7,883 shares; Mr. Neithercut, 7,883 shares; and Ms. Marszewski, 18,758 shares.
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(7)
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Includes shares of common stock and warrants held by the Brookfield entities. J. Bruce Flatt, a director and Chairman of the Board of the Company, is the CEO and a Senior Managing Partner of Brookfield. Richard B. Clark, a director of the Company, is a Senior Managing Partner of Brookfield, as well as the Chairman of Brookfield Property Group. Brian Kingston, a director of the Company, is a Senior Managing Partner of Brookfield and the Chief Executive Officer of Brookfield Property Group. Messrs. Flatt, Clark and/or Kingston may be deemed to share dispositive power over shares of common stock and warrants of the Company held by Brookfield entities. To the extent that any of Messrs. Flatt, Clark or Kingston is deemed to be the beneficial owner of any such securities of the Company beneficially owned by the Brookfield entities, such person disclaims beneficially ownership of such securities.
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(8)
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Includes 4,000 shares of Series A preferred stock held by Mr. Levine.
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PROPOSAL 4
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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2016
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2015
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2014
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Audit Fees
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$3,064,000
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$3,034,000
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$3,003,000
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Audit-Related Fees
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$986,000
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$983,000
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$836,000
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Tax Fees
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$445,903
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$625,000
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$794,000
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All Other Fees
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50,000
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—
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—
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REPORT OF THE AUDIT COMMITTEE
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PROPOSAL 5
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE THE “FOR CAUSE
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REQUIREMENT FOR STOCKHOLDER REMOVAL OF A DIRECTOR
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Has the potential to raise overall US market capitalization by up to $140.3 billion if adopted market-wide. (http://www.cfapubs.org/dio/pdf10.2469/ccb.v2014.n9.1)
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annual election of all directors;
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a majority vote standard for all directors, in accordance with the Company’s bylaws;
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all non-employee directors are independent;
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stockholders have the right to propose nominees to the Nominating and Governance Committee;
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stockholders may nominate directors pursuant to the Company’s bylaws and solicit proxies for director nominees under federal proxy rules;
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stockholders may submit proposals for consideration at an annual meeting and for inclusion in the proxy statement;
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stockholders may express their views on our executive compensation through an annual “say-on-pay” vote; and
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stockholders may communicate directly with the board through our board communication protocols.
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ADDITIONAL INFORMATION
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ABOUT THE MEETING
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Our Proxy Statement for the Annual Meeting; and
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Our 2016 Annual Report to Stockholders, which includes our audited consolidated financial statements.
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The election of nine directors to serve until the 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
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Approval, on an advisory basis, the frequency of the advisory vote on executive compensation;
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Approval, on an advisory basis, of the compensation paid to the named executive officers;
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The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017;
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Approval of an amendment to our Certificate of Incorporation to eliminate the “for cause” requirement for stockholder removal of a director; and
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To consider and vote upon a stockholder resolution concerning the adoption of a “proxy access” bylaw.
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Voting again over the Internet or by telephone by 11:59 p.m. Eastern Time on the day before the meeting date (only the latest Internet or telephone proxy will be counted);
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Properly executing and delivering a later-dated proxy card (your proxy must be received by the close of business (Eastern Time) on the day before the meeting date);
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Voting by ballot at the Annual Meeting; or
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Sending a written notice of revocation to our Corporate Secretary at our principal executive offices, 110 North Wacker Drive, Chicago, Illinois 60606 (your notice must be received by the close of business (Eastern Time) on the day before the meeting date).
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Admission Ticket
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Annual Meeting of Stockholders
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Date -
May 17, 2017
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Time -
9:00 a.m., local time
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Location -
110 North Wacker Drive
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Chicago, Illinois 60606
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ADMITTANCE WILL BE DENIED WITHOUT A TICKET
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at
www.proxyvote.com
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IF YOU PLAN TO ATTEND THE MEETING
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GGP INC. PROXY
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This Proxy is solicited on behalf of the Board of Directors
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Sandeep Mathrani and Stacie L. Herron, and each of them, are hereby constituted and appointed the lawful attorneys and proxies of the undersigned, with full power of substitution, to vote and act as proxy with respect to all shares of common stock, $0.01 par value, of GGP Inc., standing in the name of the undersigned on the Company's books at the close of business on March 20, 2017, at the Annual Meeting of Stockholders to be held at the Company's principal executive offices, 110 North Wacker Drive, Chicago, Illinois, at 9:00 a.m., local time, on May 17, 2017, or at any postponement(s) or adjournment(s) thereof, as follows:
The powers hereby granted may be exercised by any of said attorneys or proxies or their substitutes present and acting at the above-described Annual Meeting of Stockholders or any postponement(s) or adjournment(s) thereof, or, if only one be present and acting, then by that one. The undersigned hereby revokes any and all proxies heretofore given by the undersigned to vote at said meeting. This proxy also serves as a voting instruction card to the Trustee of the GGP 401(k) Savings Plan (the "Savings Plan"). THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD (PROPOSAL 1); ON AN ADVISORY BASIS, 1 YEAR FOR THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 2); FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS (PROPOSAL 3); FOR RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 4); FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION (PROPOSAL 5); AGAINST THE STOCKHOLDER PROPOSAL ON PROXY ACCESS (PROPOSAL 6); AND, IN THE DISCRETION OF THE PROXIES, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, AND, IN THE CASE OF SHARES HELD IN THE SAVINGS PLAN, IN ACCORDANCE WITH THE TERMS OF SUCH SAVINGS PLAN. |
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Address Changes: ____________________________________
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___________________________________________________
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___________________________________________________
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(If you noted any Address Changes above, please mark corresponding box on the reverse side.)
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