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Share Name | Share Symbol | Market | Type |
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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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GENERAL GROWTH PROPERTIES, 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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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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1.
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To elect nine directors to serve until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
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2.
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To approve, on an advisory basis, the compensation paid to the named executive officers;
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3.
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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, 2016; 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 1, 2016
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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, 2016
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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, 2016 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 18, 2016
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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 2017 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 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, 2016.
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FOR
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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, 2016.
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Telephone:
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1-800-690-6903 until 11:59 p.m. Eastern Time on
May 16, 2016.
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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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TABLE OF CONTENTS
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—
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PROXY STATEMENT
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PROPOSAL 1
ELECTION OF DIRECTORS
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Integrity
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Objectivity
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Judgment
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Leadership
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Age
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Skills
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Experience
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Ability to devote adequate time to Board duties
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Richard B. Clark, 57
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Director since November 2010
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Mr. Clark is a Senior Managing Partner of Brookfield and the Chairman of Brookfield Property Group. Mr. Clark was formerly Chief Executive Officer of Brookfield Property Group, Chairman of the Board of Directors and Chief Executive Officer of Brookfield Office Properties, and, prior to that, was the President of Brookfield Office Properties’ U.S. commercial operations. Mr. Clark has been employed with Brookfield Property Group and its predecessors since 1984 in various executive roles. 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 on page 46.
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Mary Lou Fiala, 64
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Director since November 2010
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Ms. Fiala is the Co‑Chairman of LOFT Unlimited, a personal financial and business consulting firm in Jacksonville, Florida. Ms. Fiala served as President and Chief Operating Officer of Regency Centers Corporation (“Regency”), a real estate investment trust (a “REIT”) specializing in the ownership and operation of grocery anchored shopping centers, from January 1999 to December 2008. She was named Vice Chairman and Chief Operating Officer in January 2009, a position she served in until December 2009. 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 is a member of the Board of Directors of Regency. She is also Non-Executive Chairman of Build‑A‑Bear Workshop, Inc. Ms. Fiala also served as the 2008‑2009 Chairman of the International Council of Shopping Centers (“ICSC”). 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, 50
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Director since November 2010
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Mr. Flatt is the Chairman of the Board of GGP. Mr. Flatt has been Chief Executive Officer of Brookfield since February 2002 after joining Brookfield in 1990. Mr. Flatt serves as a director of Brookfield. 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 throughout the last twenty-five years. In this capacity, Mr. Flatt has served on over 15 public company boards, acting as chairman of a number of them. 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 long‑time 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 on page 46.
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John K. Haley, 65
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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, 52
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Director since August 2013
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Mr. Hurwitz serves as interim CEO of Brixmor Property Group, Inc., a position he assumed in February 2016. Mr. Hurwitz is the Founder of Raider Hill Advisors, LLC and has served as its Chief Executive Officer since February 2015. Prior to founding Raider Hill, Mr. Hurwitz was Chief Executive Officer of DDR Corp. (“DDR”), from January 2010 to December 2014. Mr. Hurwitz was also a director of DDR from June 2009 to December 2014. DDR is an owner and manager of value‑oriented shopping centers. 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, 42
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Director since August 2013
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Mr. Kingston is currently a Senior Managing Partner of Brookfield and is the Chief Executive Officer of Brookfield Property Group, a position he assumed in November 2015. Mr. Kingston joined Brookfield in 2001 and held senior management positions within Brookfield and its affiliates, including mergers and acquisitions, merchant banking and real estate advisory services. From 2008 to 2012, Mr. Kingston held leadership roles for Brookfield in Australia, where Brookfield acquired and integrated property and infrastructure businesses. Mr. Kingston holds a Bachelor of Commerce degree from Queens University.
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Key Attributes, Experience and Skills:
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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 on page 46.
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Sandeep Mathrani, 53
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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 Treasurer 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:
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A real estate industry veteran with over 20 years of experience, Mr. Mathrani joined Vornado Realty Trust in February 2002, where he oversaw U.S. retail real estate and its India operations. 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.
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David J. Neithercut, 60
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Director since November 2010
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Mr. Neithercut is the 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. Mr. Neithercut has been the President of Equity Residential since May 2005 and became Chief Executive Officer and a trustee of Equity Residential in January 2006. Mr. Neithercut joined Equity Residential in 1995 as the company’s Chief Financial Officer and served in that capacity until August 2004 when he was named Executive Vice President—Corporate Strategy. Prior to joining Equity Residential, Mr. Neithercut was Senior Vice President of Finance for Equity Group Investments, an affiliate of Equity Residential’s predecessor company. 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.
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Key Attributes, Experience and Skills:
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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, 55
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Director since July 2011
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Mr. Patterson is the Chairman of Boomerang Systems, Inc. (“Boomerang”), a manufacturer of automated robotic parking and storage systems. Mr. Patterson was also the Chief Executive Officer of Boomerang until January 2015. In August 2015, Boomerang filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy. Until January 2009, Mr. Patterson was the Managing Director and Head of Real Estate Global Principal Investments of Merrill Lynch where he oversaw the principal investing activities of the firm. Mr. Patterson joined Merrill Lynch in April 2005, as the Global Head of Real Estate Investment Banking and in 2006 also became the Co‑Head of Global Commercial Real Estate which encompassed real estate investment banking, principal investing and mortgage debt. Prior to joining Merrill Lynch, Mr. Patterson spent 16 years at Citigroup where he was the Global Head of Real Estate Investment Banking since 1996. Previously, Mr. Patterson was with Chemical Realty Trust in New York from 1987 to 1989 as an Associate in the Real Estate Investment Banking Group. He was an auditor of real estate companies in the Real Estate Division of Arthur Anderson and Co. in Houston, Texas from 1982 to 1985. Mr. Patterson joined the Board of Directors of UDR, Inc. in January 2014 and serves as a member of its Audit and Risk Management Committee and the Governance Committee. 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.
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Key Attributes, Experience and Skills:
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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.
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CORPORATE GOVERNANCE
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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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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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Base salaries are fixed in amount.
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In determining 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 2010 Equity Incentive Plan (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
(1)
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John K. Haley*
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Richard B. Clark
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Mary Lou Fiala
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David J. Neithercut
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Mary Lou Fiala
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J. Bruce Flatt*
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Mark R. Patterson
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Mark R. Patterson*
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John K. Haley
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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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The independent auditor’s qualifications, performance and independence;
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The performance of the Company’s internal audit function and independent auditors;
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The compliance by the Company with legal and regulatory requirements; and
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The review and approval of all related party transactions.
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Developing and implementing policies, procedures and criteria for the selection of qualified director candidates;
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Identifying, screening and reviewing individuals qualified to become directors;
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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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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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Organizing and undertaking the Board’s annual review of Board, committee and director performance and overall corporate governance; and
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Reviewing and recommending to the Board the composition and leadership of board committees.
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reviewing and approving or making recommendations on the Company’s overall compensation strategy and policies;
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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;
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reviewing and approving, in consultation with the independent directors, compensation for our Chief Executive Officer;
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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;
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monitoring, reviewing and administering the Company’s compensation and benefit plans, including our Incentive Compensation Plan (the “Incentive Compensation Plan”), the Equity Plan and all other incentive‑compensation or equity‑based plans;
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reviewing and approving the form and amount of compensation of directors;
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preparing the Compensation Committee Report required by SEC rules to be included in our Annual Report;
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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”);
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reviewing and recommending to the Board the frequency of the say-on-pay vote;
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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;
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monitoring compliance with legal prohibitions on loans from the Company to directors and executive officers of the Company;
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monitoring compliance by directors and executive officers with the Company’s program of required stock ownership;
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preparing recommendations and periodic reports to the Board of Directors as appropriate; and
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handling such other matters that are specifically delegated to the Compensation Committee by our Board of Directors from time to time.
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Corporate Governance Highlights
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Annual election of directors
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Regular board and committee self-evaluation process
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Majority vote standard in uncontested elections
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Committee authority to retain independent advisors
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Majority vote standard for mergers and business combinations
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Rigorous share ownership guidelines for both directors and executive officers
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Stockholders owning 15% or more of our outstanding stock may call a special meeting
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Anti-hedging policy
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No stockholder rights plan
(also known as a "poison pill")
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Clawback policy to recoup executive compensation
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Regular executive sessions of independent directors
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Commitment to sustainability
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Independent board
(all directors other than CEO are independent)
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Robust code of ethics
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Separate Board Chairman and CEO
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Comprehensive succession planning program
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describe director qualifications and responsibilities;
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establish a director resignation policy;
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provide that our directors have full and free access to the Company’s officers and employees;
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require the Board to conduct an annual self‑evaluation; and
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set forth stock ownership guidelines for our non-employee directors and executive officers.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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An officer or director of the Company;
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A stockholder directly or indirectly beneficially owning in excess of 5% of the Company;
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A person who is an immediate family member of, or shares a household with, an officer or director; or
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An entity that is either wholly or substantially owned or controlled by someone listed above.
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INVESTMENT AGREEMENT WITH BROOKFIELD
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COMPENSATION OF DIRECTORS
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Annual Fees:
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All non-employee Directors, including Chairman
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$175,000
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(1)
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Chairman
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$25,000
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Audit Committee Chair
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$25,000
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Compensation Committee Chair
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$15,000
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Nominating and Governance Committee Chair
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$10,000
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Equity Awards:
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New Director Award
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$75,000
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(2)
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(1)
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Payable quarterly in arrears in cash, restricted stock of the Company and/or FV LTIP units (see "Compensation Discussion and Analysis" for a description of the FV LTIP units) in the proportion elected by each non-employee director before the end of the prior calendar year. The number 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 FV 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 FV 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 FV 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.
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(2)
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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).
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Name
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Fees Earned
or Paid in Cash ($) |
Stock
Awards ($)(1) |
All Other
Compensation ($) |
Total
($) |
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Richard B. Clark*
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175,000
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—
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—
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175,000
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Mary Lou Fiala
|
58,333
|
|
|
116,655
|
|
—
|
|
174,988
|
|
|
J. Bruce Flatt*(2)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
John K. Haley
|
25,000
|
|
(3)
|
174,996
|
|
—
|
|
199,996
|
|
|
Daniel B. Hurwitz
|
—
|
|
|
175,011
|
|
—
|
|
175,011
|
|
|
Brian W. Kingston*
|
175,000
|
|
|
—
|
|
—
|
|
175,000
|
|
|
David J. Neithercut
|
—
|
|
|
175,011
|
|
—
|
|
175,011
|
|
|
Mark R. Patterson
|
68,333
|
|
(4)
|
116,673
|
|
—
|
|
185,006
|
|
|
* Denotes director designated by Brookfield.
|
|
|
|
|
|
(1)
|
Amounts represent the aggregate grant date fair value of restricted stock or FV LTIP units computed in accordance with FASB ASC Topic 718.
|
(2)
|
Mr. Flatt elected to waive his 2015 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.
|
•
|
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 individual goals and objectives that promote the Company’s success.
|
•
|
Our long-term incentive opportunities are based on achieving long-term stockholder value.
|
•
|
The Compensation Committee retains discretion over annual performance-based cash awards and performance share grants applicable to the named executive officers and has exercised such discretion to limit the amount that would otherwise have been payable under such awards.
|
•
|
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
|
Executive Vice 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, 58
|
||
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 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, 50
|
||
Mr. Khan joined GGP in June 2011 and currently serves as Executive Vice President and Chief Operating Officer. As Chief Operating Officer, Mr. Khan’s oversight includes asset management, investments, joint-venture partnerships, 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 MBA from the University of Southern California and a bachelor’s degree from the University of California at Berkeley. He is an active member of the ICSC.
|
||
|
||
Alan J. Barocas, 67
|
||
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 was a past trustee of ICSC. In January 2007, Mr. Barocas was named to the Board of Directors of Stage Stores, Inc. Mr. Barocas received a B.S. in Business Administration from the University at Albany.
|
Marvin J. Levine, 66
|
||
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, 52
|
||
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, 36
|
||
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
|
Competitive Total Compensation
|
|
Competitiveness is a significant factor considered in establishing executive compensation.
|
|
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.
|
|
|
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
|
|
The Compensation Committee seeks to align compensation with business strategies focused on long-term growth and sustained stockholder value.
|
|
A large portion of our executives’ pay is “at risk” and dependent upon the achievement of specific corporate and individual performance goals.
|
|
|
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.
|
|
Compensation Commensurate with Employees' Value
|
|
Total compensation is higher for individuals with greater responsibility and greater ability to influence the Company’s achievement of targeted results and strategic initiatives.
|
|
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
|
|
Our executive compensation program is designed to be transparent and easily identifiable.
|
•
|
Sandeep Mathrani, Chief Executive Officer;
|
•
|
Michael Berman, Executive Vice President and Chief Financial Officer;
|
•
|
Shobi Khan, Executive Vice President and Chief Operating Officer;
|
•
|
Alan Barocas, Senior Executive Vice President, Leasing; and
|
•
|
Richard Pesin, Executive Vice President, Anchors, Development and Construction.
|
•
|
Leased 8.9 million square feet commencing in 2015;
|
•
|
Achieved suite-to-suite lease spreads on leases commencing in 2015 of 10.8%;
|
•
|
Invested to date $1.4 billion into development projects;
|
•
|
Sold a total 37.5% interest in Ala Moana Center to joint venture partners for total consideration of $2.0 billion;
|
•
|
Acquired interests in two retail properties located in New York City (730 Fifth Ave and 85 Fifth Ave) for total consideration of $710.2 million (including closing costs), which included equity of $222.5 million and the assumption of debt of $487.7 million;
|
•
|
Acquired a 50% interest in a joint venture with Sears Holdings Corporation (subsequently sold to Seritage Growth Properties) that owns anchor pads and in-place leases at 12 stores located at our properties for approximately $165.0 million;
|
•
|
Sold interests in three assets for total consideration of $174.6 million, which resulted in a gain of $27.0 million;
|
•
|
Repurchased 4.3 million of our common shares at $25.34 per share for a total price of $109.6 million;
|
•
|
Acquired an additional 2.5% equity interest in Miami Design District Associates, LLC, a large urban retail development project for $40.0 million; and
|
•
|
Purchased 1,125,760 shares of Seritage Growth Properties common stock at $29.58 per share for a total of $33.3 million as part of the spin-off from Sears Holdings Corporation.
|
Factors Guiding Compensation Decisions
(see page 26 for details)
|
|
Executive compensation program philosophy and objectives
|
|
|
Financial performance
|
||
|
Recommendations of the CEO for other NEOs
|
||
|
Assessment of risk management, including avoidance of unnecessary or excessive risk taking to ensure long-term stockholder value
|
||
|
Stockholder input including "say-on-pay" vote
|
||
|
Market pay practices
|
||
|
Current and historical compensation
|
||
2015 Program Updates
|
Aligning Long-Term Incentives with Stockholder Interests
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 2015 service. These changes include requiring NEOs to accept half the value of their Equity Plan awards in the form of performance-vesting restricted stock or performance-vesting full value long-term incentive plan units (“FV LTIP units”), with the other half delivered in stock options or appreciation only long-term incentive plan units (“AO LTIP units”).
Adding another performance-vesting component to Equity Plan awards further aligns our executive compensation program with stockholder interests. For more details on long-term incentives under our Equity Plan, see page 31.
|
Equity Plan Awards
for 2014 Service
|
Equity Plan Awards
for 2015 Service
|
NEO's choice of:
|
NEO's choice of performance-vesting FV LTIP units
|
– Restricted Stock
|
or performance-vesting Restricted Stock (50%)
|
– Stock Options
|
NEO's choice of AO LTIP units or Stock Options (50%)
|
– FV LTIP units
|
|
– AO LTIP units
|
|
2015 Stockholder Outreach and Feedback
|
In evaluating the design of our executive compensation programs and the specific compensation decisions for each of our NEOs, the Compensation Committee considered stockholder input. In 2015, following the Company’s 2015 Annual Meeting of Stockholders, management actively engaged with our stockholders to seek feedback on the Company’s compensation program.
Strengthening the connection between pay and performance in the Equity Plan was the primary theme articulated by stockholders. After careful consideration of this feedback, the Compensation Committee proposed introducing performance-vesting FV LTIP units and performance-vesting restricted stock as new equity vehicles, and requiring NEOs to accept 50% of their Equity Plan award in this form. Along with stock options, these new forms of performance-vesting equity provide an incentive to achieve our long-term financial objectives, reinforcing our commitment to paying for performance.
Management discussed the proposed change with eight stockholders representing 20% of non-Brookfield share ownership. We reviewed all of the non-Brookfield shareholders and targeted the largest of those shareholders for discussion. Given the consistency of what we heard from these discussions, we believe the views of these shareholders are reflective of our broader shareholder base. The change was implemented in 2016, affecting long-term incentive awards made in February 2016 for 2015 performance and has further aligned the interests of our executives with those of our stockholders.
|
|
Year-Over-Year Change in CEO Total Direct Compensation
(Excluding One-Time Employment Agreement Award)
|
||||||||
Base Salary
|
Annual Incentive Compensation
|
Long-Term Incentive Compensation
|
||||||
2014
|
2015
|
% Change
|
2014
|
2015
|
% Change
|
2014
|
2015
|
% Change
|
$1,200,000
|
$1,200,000
|
0.0%
|
$3,000,000
|
$3,000,000
|
0.0%
|
$10,000,000
|
$8,500,000
|
-15.0%
|
•
|
Base salary of $1,200,000.
|
•
|
Target annual cash award of $3,000,000 (guaranteed at $2,000,000 for 2015 and 2016).
|
•
|
Long-term incentive grant valued at $25,000,000 (delivered in FV LTIP units) that cliff-vest in January 2020, subject to Mr. Mathrani’s continued employment and other terms set forth in his employment agreement.
|
Elements of our executive total rewards consist of base salary, annual incentives and long-term incentives, retirement income programs and other benefits.
|
•
|
Program Design:
91% of the 2015 total direct compensation delivered to Mr. Mathrani and between 77%-84% delivered to the other NEOs is comprised of incentive-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
|
Stock Options
AO LTIP units
|
Performance-Vesting Restricted Stock
Performance-Vesting FV LTIP units
|
|
Objective:
|
Short-term operational
business priorities
|
Long-term stockholder
value creation
|
Long-term stockholder
value creation
|
Time Horizon:
|
1 Year
|
Up to 10 Years
|
3 Years
|
Metrics:
|
Varies based on each NEO’s area of responsibility. See page 29 for details.
|
Stock price
|
25% relative TSR
(FTSE NAREIT Equity REIT Index)
25% relative TSR
(FTSE NAREIT Retail REIT Index)
25% absolute TSR
25% FFO per diluted share
|
NEO
|
Stock Ownership Guidelines
|
Chief Executive Officer
|
5x
|
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
compensation strategies that focus pay on short-term results to the detriment of long-term goals.
|
þ
|
Do
put pay at risk based on performance - over 90% of our CEO’s pay and at least 75% of each NEO’s pay is at-risk based on performance.
|
ý
|
No
incentives that encourage excessively risky behavior.
|
þ
|
Do
set meaningful performance goals at the beginning of each performance period.
|
ý
|
No
discounted stock options, stock option reloads, or stock option repricing (except in connection with certain corporate transactions such as spin-offs and stock splits), without stockholder approval.
|
þ
|
Do
require significant stock ownership by our NEOs.
|
ý
|
No
speculative trading, hedging, or derivatives transactions in Company stock is permitted by employees.
|
þ
|
Do
permit clawbacks of compensation from NEOs in the event of certain financial restatements.
|
ý
|
No
separate benefit plans for NEOs - NEOs participate in the same benefit plans available to other full time employees.
|
þ
|
Do
limit perquisites.
|
ý
|
No
evergreen provisions in our equity plan.
|
þ
|
Do
grant performance-vesting awards.
|
|
|
|
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
Stock options or AO 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; NEOs only receive value if stock price rises.
|
Long-Term Incentive
Performance-vesting restricted stock
or
Performance-vesting FV 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 2015, over 89% of the votes cast approved the compensation for our NEOs described in our Proxy Statement for the 2015 Annual Meeting of Stockholders.
|
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:
|
|
|
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;
|
|
Experience of the officer within our industry and at the Company;
|
|
Performance of the named executive officer and his or her contribution to the Company;
|
|
Company’s financial budget and general level of wage increases throughout the Company for the coming year;
|
|
Review of historical compensation information for the individual officer;
|
|
Subjective determination of the compensation needed to motivate and retain that individual;
|
|
Recommendations of the Chief Executive Officer; and
|
|
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 these purposes.
|
Base Salary
|
|||
NEO
|
2014
|
2015
|
% Change
|
Sandeep Mathrani
|
$1,200,000
|
$1,200,000
|
0%
|
Michael B. Berman
|
$750,000
|
$750,000
|
0%
|
Shobi Khan
|
$750,000
|
$750,000
|
0%
|
Alan J. Barocas
|
$750,000
|
$750,000
|
0%
|
Richard S. Pesin
|
$750,000
|
$750,000
|
0%
|
NEO
|
Target Annual Cash Award
(as a % of Base Salary) |
Target Annual Cash Award Amount
($)
|
Annual Cash Award Received
(as a % of Base Salary)
|
Amount of Cash Award Received
|
Sandeep Mathrani
|
250%
|
$3,000,000
|
250%
|
$3,000,000
|
Michael B. Berman
|
100%
|
$750,000
|
107%
|
$800,000
|
Shobi Khan
|
100%
|
$750,000
|
107%
|
$800,000
|
Alan J. Barocas
|
100%
|
$750,000
|
107%
|
$800,000
|
Richard S. Pesin
|
100%
|
$750,000
|
107%
|
$800,000
|
Long-Term Compensation Program Objectives:
|
|
|
Reward achievement over a multi-year period;
|
|
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
|
|
Provide a retention mechanism through multi-year vesting.
|
•
|
Stock options and AO LTIP units (which are designed to be comparable to stock options):
These awards help the Company retain executives and focus attention on longer-term performance. Stock options and AO LTIP units vest ratably over four years (25% of award vests on each anniversary of the award date). For stock options, no dividends are paid until the options are exercised and converted to held shares. For AO LTIP units, a distribution equal to10% of the dividend is paid currently, and executives receive value only if they increase the stock price and deliver value to stockholders.
|
•
|
Performance-vesting restricted stock and performance-vesting FV 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.
|
2015 Long-Term Incentive Awards
Performance-Vesting FV LTIP Units
|
||||
Performance Measure
|
Weighting
|
Threshold
(50% payout)
|
Target
(100% payout)
|
Above Target
(100% payout and discretionary award*)
|
Relative TSR
(FTSE NAREIT Equity REIT Index)
|
25%
|
25
th
percentile
|
50
th
percentile
|
> 50
th
percentile
|
Relative TSR
(FTSE NAREIT Retail REIT Index)
|
25%
|
25
th
percentile
|
50
th
percentile
|
> 50
th
percentile
|
Absolute TSR
|
25%
|
3% CAGR
|
7% CAGR
|
> 7% CAGR
|
FFO per diluted share
|
25%
|
3% CAGR
|
7% CAGR
|
> 7% CAGR
|
January 2015 Equity Awards for 2014 Performance*
|
||||
NEO
|
Number of FV LTIP Units
|
Value
|
||
Sandeep Mathrani
|
343,997
|
$
|
9,999,992
|
|
Michael B. Berman
|
85,999
|
$
|
2,499,991
|
|
Shobi Khan
|
77,399
|
$
|
2,249,989
|
|
Alan J. Barocas
|
60,200
|
$
|
1,750,014
|
|
Richard S. Pesin
|
60,200
|
$
|
1,750,014
|
|
February 2016 Equity Awards for 2015 Performance
|
|||||||||||||
NEO
|
Value of AO LTIP Units
(1)
|
Number of AO LTIP Units Granted
|
Value of Performance LTIP Units (1)
|
Aggregate Number of Performance-vesting LTIP Units Granted (2)
|
Total Value of LTIP Awards Granted
|
||||||||
Sandeep Mathrani
|
$
|
4,250,000
|
|
826,848
|
|
$
|
4,250,000
|
|
257,944
|
|
$
|
8,500,000
|
|
Michael B. Berman
|
$
|
1,250,000
|
|
243,191
|
|
$
|
1,250,000
|
|
75,867
|
|
$
|
2,500,000
|
|
Shobi Khan
|
$
|
1,500,000
|
|
291,829
|
|
$
|
1,500,000
|
|
91,038
|
|
$
|
3,000,000
|
|
Alan J. Barocas
|
$
|
875,000
|
|
170,233
|
|
$
|
875,000
|
|
53,106
|
|
$
|
1,750,000
|
|
Richard S. Pesin
|
$
|
875,000
|
|
170,233
|
|
$
|
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 condition. The grant date fair value for AO 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. Grant date fair values for FV 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 book up risk of LTIP units.
|
(2)
|
Amounts represent the aggregate number of units each NEO would receive if the target was achieved for each performance measure. Performance-vesting 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 Performance-Vesting LTIP Units
|
|||||
Performance Measure
|
Number of Units
|
||||
Sandeep Mathrani
|
Michael B. Berman
|
Shobi Khan
|
Alan J. Barocas
|
Richard S. Pesin
|
|
Relative Equity REIT TSR
|
52,620
|
15,477
|
18,572
|
10,833
|
10,833
|
Relative Retail REIT TSR
|
62,779
|
18,465
|
22,157
|
12,926
|
12,926
|
Absolute TSR
|
97,465
|
28,666
|
34,399
|
20,066
|
20,066
|
FFO
|
45,080
|
13,259
|
15,910
|
9,281
|
9,281
|
Total
|
257,944
|
75,867
|
91,038
|
53,106
|
53,106
|
Total Compensation
|
|||||||||||||||
NEO
|
Base Salary
|
Incentive Compensation Plan Award
|
Long-Term Incentive Award Value*
|
Annualized Value of One-time Long-term Incentive Award**
|
Total Compensation
|
||||||||||
Sandeep Mathrani
|
$
|
1,200,000
|
|
$
|
3,000,000
|
|
$
|
8,500,000
|
|
$
|
5,000,000
|
|
$
|
17,700,000
|
|
Michael B. Berman
|
$
|
750,000
|
|
$
|
800,000
|
|
$
|
2,500,000
|
|
N/A
|
|
$
|
4,050,000
|
|
|
Shobi Khan
|
$
|
750,000
|
|
$
|
800,000
|
|
$
|
3,000,000
|
|
N/A
|
|
$
|
4,550,000
|
|
|
Alan J. Barocas
|
$
|
750,000
|
|
$
|
800,000
|
|
$
|
1,750,000
|
|
N/A
|
|
$
|
3,300,000
|
|
|
Richard S. Pesin
|
$
|
750,000
|
|
$
|
800,000
|
|
$
|
1,750,000
|
|
N/A
|
|
$
|
3,300,000
|
|
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
|
2015
|
1,200,000
|
3,000,000
|
34,999,984
|
|
—
|
|
47,574
|
|
39,247,558
|
|
Chief Executive Officer
|
2014
|
1,200,000
|
3,000,000
|
—
|
|
—
|
|
692,039
|
|
4,892,039
|
|
|
2013
|
1,200,000
|
3,000,000
|
—
|
|
17,322,000
|
|
580,608
|
|
22,102,608
|
|
Michael B. Berman
|
2015
|
750,000
|
800,000
|
2,499,991
|
|
—
|
|
14,000
|
|
4,063,991
|
|
Executive Vice President
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
27,084
|
|
1,527,084
|
|
and Chief Financial Officer
|
2013
|
750,000
|
1,000,000
|
—
|
|
5,482,736
|
|
37,934
|
|
7,270,670
|
|
Shobi Khan
|
2015
|
750,000
|
800,000
|
2,249,989
|
|
—
|
|
14,000
|
|
3,813,989
|
|
Executive Vice President
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
14,750
|
|
1,514,750
|
|
and Chief Operating Officer
|
2013
|
750,000
|
1,000,000
|
—
|
|
5,061,948
|
|
20,100
|
|
6,832,048
|
|
Alan J. Barocas
|
2015
|
750,000
|
800,000
|
1,750,014
|
|
—
|
|
14,000
|
|
3,314,014
|
|
Senior Executive Vice
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
14,750
|
|
1,514,750
|
|
President, Leasing
|
2013
|
750,000
|
1,000,000
|
—
|
|
3,162,155
|
|
20,100
|
|
4,932,255
|
|
Richard S. Pesin
|
2015
|
750,000
|
800,000
|
1,750,014
|
|
—
|
|
14,000
|
|
3,314,014
|
|
Executive Vice President,
|
2014
|
750,000
|
750,000
|
—
|
|
—
|
|
16,750
|
|
1,516,750
|
|
Anchors, Development and
|
2013
|
750,000
|
1,000,000
|
—
|
|
3,162,155
|
|
16,800
|
|
4,928,955
|
|
Construction
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
(1)
|
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 award of AO LTIP units and performance-vesting FV LTIP units in February 2016 for 2015 performance. Mr. Mathrani received a one-time award of FV LTIP units valued at $25,000,000 in January 2015, pursuant to his employment agreement.
|
(3)
|
Refer to the table below for a description of the components of the “All Other Compensation” column for fiscal years 2013, 2014, and 2015.
|
Name
|
Year
|
401(k)
Matching Contribution
($)
|
Sum of
Dividends on Restricted Stock
($)
|
Relocation
Expenses($) |
Other
($)
|
Total
($)
|
|||||||
Sandeep Mathrani
|
2015
|
13,250
|
0
|
|
—
|
|
34,324
|
(1)
|
47,574
|
||||
|
2014
|
13,000
|
600,000
|
|
—
|
|
79,039
|
(1)
|
692,039
|
||||
|
2013
|
12,750
|
480,000
|
|
—
|
|
87,858
|
(1)
|
580,608
|
||||
Michael B. Berman
|
2015
|
13,250
|
0
|
|
—
|
|
750
|
(2)
|
14,000
|
||||
|
2014
|
13,000
|
12,334
|
|
—
|
|
1,750
|
(3)
|
27,084
|
||||
|
2013
|
12,750
|
17,834
|
|
—
|
|
7,350
|
(4)
|
37,934
|
||||
Shobi Khan
|
2015
|
13,250
|
—
|
|
—
|
|
750
|
(2)
|
14,000
|
||||
|
2014
|
13,000
|
—
|
|
—
|
|
1,750
|
(3)
|
14,750
|
||||
|
2013
|
12,750
|
—
|
|
—
|
|
7,350
|
(4)
|
20,100
|
||||
Alan J. Barocas
|
2015
|
13,250
|
—
|
|
—
|
|
750
|
(2)
|
14,000
|
||||
|
2014
|
13,000
|
—
|
|
—
|
|
1,750
|
(3)
|
14,750
|
||||
|
2013
|
12,750
|
—
|
|
—
|
|
7,350
|
(4)
|
20,100
|
||||
Richard S. Pesin
|
2015
|
13,250
|
—
|
|
—
|
|
750
|
(2)
|
14,000
|
||||
|
2014
|
13,000
|
—
|
|
—
|
|
3,750
|
(5)
|
16,750
|
||||
|
2013
|
12,750
|
—
|
|
—
|
|
4,050
|
(6)
|
16,800
|
(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 $14,460 for 2015, $13,380 for 2014, and $12,572 for 2013. This amount also includes allocations to Mr. Mathrani in each of 2015, 2014, and 2013 for personal use of a car leased by the Company ($19,114, $5,637, and $5,669, respectively), utilization of an assistant’s time for personal purposes in each of 2014 and 2013 ($58,272, and $62,267, respectively), and dividends related to preferred stock of certain GGP REIT subsidiaries in 2015, 2014, and 2013 ($750, $750, and $850 respectively). Additionally, he was awarded preferred stock of certain GGP REIT subsidiaries valued at $1,000 in 2014 and $6,500 in 2013.
|
(2)
|
Amount represents $750 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 and $1,000 from awards of preferred stock of certain GGP REIT subsidiaries.
|
(4)
|
Amount represents $850 of dividends related to preferred stock of certain GGP REIT subsidiaries and $6,500 from awards of preferred stock of certain GGP REIT subsidiaries.
|
(5)
|
Amount represents $750 of dividends related to preferred stock of certain GGP REIT subsidiaries and $3,000 from awards of preferred stock of certain GGP REIT subsidiaries.
|
(6)
|
Amount represents $550 of dividends related to preferred stock of certain GGP REIT subsidiaries and $3,500 from awards of preferred stock of certain GGP REIT subsidiaries.
|
Name
|
Grant Date
|
Estimated Future Payouts Under
Non‑Equity Incentive Plan Awards(1) |
All Other
Stock Awards: Number of Shares of Stock or Units
(2)
|
All Other
Option Awards: Number of Securities Underlying |
Exercise or
Base Price of Option |
Grant Date
Fair Value of Stock and Option |
||||||||||||||
Threshold($)
|
Target
($)
|
Maximum($)
|
Units
(#)
|
Options
(#)
|
Awards
($/Sh)
|
Awards
($)
|
||||||||||||||
Sandeep Mathrani
|
02/12/15
|
|
—
|
|
—
|
|
—
|
|
848,608
|
|
—
|
|
—
|
|
24,999,992
|
|
||||
|
01/06/15
|
|
—
|
|
—
|
|
—
|
|
343,997
|
|
—
|
|
—
|
|
9,999,993
|
|
||||
|
—
|
|
—
|
|
3,000,000
|
|
6,000,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Michael B. Berman
|
01/06/15
|
|
—
|
|
—
|
|
—
|
|
85,999
|
|
—
|
|
—
|
|
2,499,991
|
|
||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Shobi Khan
|
01/06/15
|
|
—
|
|
—
|
|
—
|
|
77,399
|
|
—
|
|
—
|
|
2,249,989
|
|
||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Alan J. Barocas
|
01/06/15
|
|
—
|
|
—
|
|
—
|
|
60,200
|
|
—
|
|
—
|
|
1,750,014
|
|
||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Richard S. Pesin
|
01/06/15
|
|
—
|
|
—
|
|
—
|
|
60,200
|
|
—
|
|
—
|
|
1,750,014
|
|
||||
|
—
|
|
—
|
|
750,000
|
|
1,500,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Under the terms of the Incentive Compensation Plan, the percentage of each executive’s target award payable is based on the corresponding percentage of Budget EBITDA Achieved (as defined in the Incentive Compensation Plan) in the chart below.
|
|
Percentage of
Budget EBITDA Achieved |
Percentage of
Target Award |
Threshold
|
90%
|
0%
|
Target
|
100%
|
100%
|
Maximum
|
≥110%
|
200%
|
(2)
|
Represents FV LTIP units granted pursuant to the Equity Plan. The January 6, 2015 grants were for 2014 performance and 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. Mr. Mathrani's February 12, 2015 grant was made pursuant to the 2015 Employment Agreement and cliff-vests in full on January 1, 2020.
|
Name
|
Option Awards
|
Stock Awards
|
|||||||||||
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market Value
of Shares or Units of Stock That Have Not Vested ($) (10) |
||||||||
Sandeep Mathrani
|
2,000,000
|
(1)
|
—
|
|
|
9.69
|
10/27/2020
|
—
|
|
|
—
|
|
|
|
705,882
|
|
176,471
|
|
(2)
|
14.76
|
8/2/2021
|
—
|
|
|
—
|
|
|
|
560,000
|
|
840,000
|
|
(3)
|
19.24
|
1/7/2023
|
—
|
|
|
—
|
|
|
|
1,000,000
|
|
1,000,000
|
|
(4)
|
20.61
|
11/12/2023
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
343,997
|
|
(8)
|
9,732,341
|
|
||
|
|
|
|
|
|
|
848,608
|
|
(9)
|
24,008,762
|
|
||
Michael B. Berman
|
80,000
|
|
80,000
|
|
(5)
|
13.81
|
12/15/2021
|
—
|
|
|
—
|
|
|
|
189,473
|
|
284,211
|
|
(3)
|
19.24
|
1/7/2023
|
—
|
|
|
—
|
|
|
|
300,000
|
|
300,000
|
|
(4)
|
20.61
|
11/12/2023
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
85,999
|
|
(8)
|
2,433,078
|
|
||
Shobi Khan
|
320,000
|
|
80,000
|
|
(6)
|
15.27
|
6/13/2021
|
—
|
|
|
—
|
|
|
|
320,000
|
|
80,000
|
|
(2)
|
14.76
|
8/2/2021
|
—
|
|
|
—
|
|
|
|
157,894
|
|
236,843
|
|
(3)
|
19.24
|
1/7/2023
|
—
|
|
|
—
|
|
|
|
300,000
|
|
300,000
|
|
(4)
|
20.61
|
11/12/2023
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
77,399
|
|
(8)
|
2,189,767
|
|
||
Alan J. Barocas
|
200,000
|
|
—
|
|
(7)
|
14.11
|
1/24/2021
|
—
|
|
|
—
|
|
|
|
320,000
|
|
80,000
|
|
(2)
|
14.76
|
8/2/2021
|
—
|
|
|
—
|
|
|
|
126,315
|
|
189,474
|
|
(3)
|
19.24
|
1/7/2023
|
—
|
|
|
—
|
|
|
|
150,000
|
|
150,000
|
|
(4)
|
20.61
|
11/12/2023
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
60,200
|
|
(8)
|
1,703,174
|
|
||
Richard S. Pesin
|
400,000
|
|
—
|
|
(7)
|
14.11
|
1/24/2021
|
—
|
|
|
—
|
|
|
|
320,000
|
|
80,000
|
|
(2)
|
14.76
|
8/2/2021
|
—
|
|
|
—
|
|
|
|
126,315
|
|
189,474
|
|
(3)
|
19.24
|
1/7/2023
|
—
|
|
|
—
|
|
|
|
150,000
|
|
150,000
|
|
(4)
|
20.61
|
11/12/2023
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
60,200
|
|
(8)
|
1,703,174
|
|
(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 vest over five years in 20% increments beginning on the first anniversary of the date of grant and vest 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 options granted pursuant to the Equity Plan on December 15, 2011. These options vest over five years in 20% increments beginning on the first anniversary of the date of grant and vest in full on December 15, 2016.
|
(6)
|
Represents options granted pursuant to the Equity Plan on June 13, 2011. These options vest over five years in 20% increments beginning on the first anniversary of the date of grant and vest in full on June 13, 2016.
|
(7)
|
Represents options granted pursuant to the Equity Plan on January 24, 2011. These options vest over four years in 25% increments beginning on the first anniversary of the date of grant and vested in full on January 24, 2015.
|
(8)
|
Represents FV 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.
|
(9)
|
Represents FV LTIPs granted pursuant to the Equity Plan on February 12, 2015, which cliff-vest in full on January 1, 2020.
|
(10)
|
The amounts are calculated by multiplying $27.21, the closing price of our common stock as reported by the NYSE for December 31, 2015, by the applicable number of FV LTIP units, multiplied by the conversion ratio of OP Units into common stock of 1.0397624.
|
Name
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Number of
Shares Acquired on Exercise (#) |
Value
Realized on Exercise ($)(1) |
Number of
Shares Acquired on Vesting (#) |
Value
Realized on Vesting ($) |
||||||||||||||
Sandeep Mathrani
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Michael B. Berman
|
80,000
|
|
954,400
|
|
—
|
|
—
|
|
|||||||||
Shobi Khan
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Alan J. Barocas
|
200,000
|
|
3,190,000
|
|
—
|
|
—
|
|
|||||||||
Richard S. Pesin
|
—
|
|
—
|
|
—
|
|
—
|
|
(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 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).
|
•
|
For Mr. Berman, if terminated by us “without cause” prior to the vesting of his initial award of 400,000 stock options, which occurs on December 15, 2016, he is eligible to receive the following benefits:
|
◦
|
a severance payment equal to two years’ base salary and two times his target cash award for the current year; and
|
◦
|
80,000 stock options of his initial award of 400,000 stock options shall vest on the termination date.
|
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
|
|
$49,232,967
|
(1)
|
—
|
|
|
$49,612
|
(2)
|
|
$60,682,579
|
|
||||||||||||
Termination due to Death or Disability
|
—
|
|
|
$3,000,000
|
|
$49,232,967
|
(1)
|
—
|
|
|
—
|
|
|
|
$52,232,967
|
|
||||||||||||
Change in Control
|
—
|
|
—
|
|
$33,741,103
|
(3)
|
—
|
|
(4)
|
—
|
|
|
|
$33,741,103
|
|
|||||||||||||
Michael Berman:
|
||||||||||||||||||||||||||||
Termination by the Company Without Cause
|
|
$3,000,000
|
|
—
|
|
$1,072,000
|
|
(5)
|
|
|
—
|
|
|
|
$4,072,000
|
|
||||||||||||
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 176,471 shares of common stock at $14.76 per share ($2,197,064), full vesting of options to purchase 840,000 shares of common stock at $19.24 per share ($6,694,800), full vesting of options to purchase 1,000,000 shares of common stock at $20.61 per share ($6,600,000), to the extent unvested and full vesting of 1,192,605 FV LTIP units.
|
(2)
|
This amount represents the estimated value of two years of welfare benefit continuation.
|
(3)
|
This amount represents full vesting of 1,192,605 FV 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, 2015.
|
(5)
|
This amount represents full vesting of options to purchase 80,000 shares of common stock at $13.81 per share.
|
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 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)
|
389,202,508
|
|
40.0
|
%
|
—
|
|
|
—
|
|
|
The Vanguard Group
(2)
|
75,736,508
|
|
8.6
|
%
|
—
|
|
|
—
|
|
|
BlackRock Inc.
(3)
|
50,966,709
|
|
5.8
|
%
|
—
|
|
|
—
|
|
|
Named Executive Officers:
|
||||||||||
Sandeep Mathrani
|
5,286,030
|
(4)(5)
|
*
|
|
—
|
|
|
—
|
|
|
Michael B. Berman
|
711,141
|
(4)(5)
|
*
|
|
—
|
|
|
—
|
|
|
Shobi Khan
|
1,203,166
|
(4)(5)
|
*
|
|
—
|
|
|
—
|
|
|
Alan J. Barocas
|
865,417
|
(4)(5)
|
*
|
|
—
|
|
|
—
|
|
|
Richard S. Pesin
|
1,084,917
|
(4)(5)
|
*
|
|
—
|
|
|
—
|
|
|
Directors:
|
||||||||||
Richard B. Clark
(1)
|
389,202,508
|
(6)
|
40.0
|
%
|
—
|
|
|
—
|
|
|
Mary Lou Fiala
|
38,509
|
(7)
|
*
|
|
—
|
|
|
—
|
|
|
J. Bruce Flatt
(1)
|
389,202,508
|
(6)
|
40.0
|
%
|
—
|
|
|
—
|
|
|
John K. Haley
|
50,073
|
(5)
|
*
|
|
—
|
|
|
—
|
|
|
Daniel B. Hurwitz
|
27,692
|
(7)
|
*
|
|
—
|
|
|
—
|
|
|
Brian W. Kingston
(1)
|
389,202,508
|
(6)
|
40.0
|
%
|
—
|
|
|
—
|
|
|
David J. Neithercut
|
55,329
|
(7)
|
*
|
|
—
|
|
|
—
|
|
|
Mark R. Patterson
|
22,665
|
(5)
|
*
|
|
—
|
|
|
—
|
|
|
All directors and executive officers as a group (15 persons)
|
398,896,950
|
(4)(5)(7)
|
40.7
|
%
|
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
|
(2)
|
Based solely on information provided by The Vanguard Group in a Schedule 13G filed with the SEC on February 10, 2016. The Vanguard Group has the sole power to vote 1,834,273 shares of common stock and dispose of 74,164,354 shares of common stock. The address for this reporting person is 100 Vanguard Blvd. Malvern, PA 19355.
|
(3)
|
Based solely on information provided by BlackRock Inc. in a Schedule 13G filed with the Securities and Exchange Commission on January 26, 2016. BlackRock Inc. has the sole power to vote 46,207,996 shares of common stock and dispose of 50,966,709 shares of common stock. The address for this reporting person is 55 East 52nd Street New York, NY 10055.
|
(4)
|
Includes shares of our common stock that such person has a right to acquire within 60 days after March 18, 2016 pursuant to stock options granted under our incentive plans. These amounts are as follows: Mr. Mathrani, 4,545,882 shares; Mr. Berman, 664,210 shares; Mr. Khan, 1,176,842 shares; Mr. Barocas, 859,473 shares; Mr. Pesin, 1,059,473 shares; and all other executive officers, 341,977 shares.
|
(5)
|
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 2016 annual meeting. The number of FV LTIP units held by each individual is as follows: Mr. Mathrani, 1,450,549 units; Mr. Berman, 161,866 units; Mr. Khan, 168,437 units; Mr. Barocas, 113,306 units; Mr. Pesin, 113,306 units; Mr. Haley, 13,741 units; Mr. Patterson, 9,161 units; and Mr. Levine, 42,085 units. The number of AO LTIPs held by each individual is as follows: Mr. Mathrani, 826,848 units; Mr. Berman, 243,191 units; Mr. Khan, 291,829 units; Mr. Barocas, 170,233 units; Mr. Pesin, 170,233 units; and Mr. Levine, 63,230 units. LTIP units are subject to vesting and other terms as described above in “Compensation Discussion and Analysis.”
|
(6)
|
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
|
(7)
|
Includes shares of unvested restricted stock. The number of shares of unvested restricted stock for each individual is as follows: Ms. Fiala, 4,992 shares; Mr. Hurwitz, 7,488 shares; Mr. Neithercut, 7,488 shares; and Ms. Marszewski, 7,526.
|
(8)
|
Includes 4,000 shares of Series A preferred stock held by Mr. Levine.
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
2015
|
2014
|
2013
|
||||||
Audit Fees
|
|
$3,034,000
|
|
|
$3,003,000
|
|
$2,846,000
|
||
Audit-Related Fees
|
|
$983,000
|
|
|
$836,000
|
|
|
$711,000
|
|
Tax Fees
|
|
$625,000
|
|
|
$794,000
|
|
|
$866,000
|
|
All Other Fees
|
—
|
|
—
|
|
—
|
|
REPORT OF THE AUDIT COMMITTEE
|
ADDITIONAL INFORMATION
|
ABOUT THE MEETING
|
•
|
Our Proxy Statement for the Annual Meeting; and
|
•
|
Our 2015 Annual Report to Stockholders, which includes our audited consolidated financial statements.
|
•
|
The election of nine directors to serve until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (see page 1);
|
•
|
Approval, on an advisory basis, of the compensation paid to the named executive officers (see page 18); and
|
•
|
The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016 (see page 49).
|
•
|
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);
|
•
|
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);
|
•
|
Voting by ballot at the Annual Meeting; or
|
•
|
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).
|
Admission Ticket
|
|
General Growth Properties, Inc.
|
|
Admission Ticket
|
|
|
|
|
|
|
|
Admission Ticket
|
|
|
|
|
Annual Meeting of Stockholders
|
|
|
|
|
Date -
May 17, 2016
|
|
|
|
|
Time -
9:00 a.m., local time
|
|
|
|
|
Location -
110 North Wacker Drive
|
|
|
|
|
Chicago, Illinois 60606
|
|
|
|
|
|
|
|
ADMITTANCE WILL BE DENIED WITHOUT A TICKET
|
||||
|
|
|
|
|
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
.
|
||||
|
|
|
|
|
s
IF YOU PLAN TO ATTEND THE MEETING
s
|
||||
|
|
|
|
|
GENERAL GROWTH PROPERTIES, INC.
|
|
PROXY
|
||
This Proxy is solicited on behalf of the Board of Directors
|
||||
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 GENERAL GROWTH PROPERTIES, INC., standing in the name of the undersigned on the Company's books at the close of business on March 18, 2016, 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, 2016, 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 General Growth 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), FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS (PROPOSAL 2), AND FOR RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3), 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.
|
||||
|
|
|
|
|
|
Address Changes: ____________________________________
|
|
||
|
___________________________________________________
|
|
||
|
___________________________________________________
|
|
||
|
(If you noted any Address Changes above, please mark corresponding box on the reverse side.)
|
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