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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NNN REIT Inc | NYSE:NNN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.22 | 0.53% | 41.80 | 42.35 | 41.44 | 42.09 | 1,183,422 | 01:00:00 |
|
/s/ Craig Macnab
Craig Macnab
Chief Executive Officer
|
|
/s/ Christopher P. Tessitore
Christopher P. Tessitore
Executive Vice President, General Counsel,
and Secretary
|
PROXY STATEMENT
|
Name and Age
|
Background
|
|
|
|
|
|
|
||
Don DeFosset, 67
|
Mr. DeFosset has served as a director of the Company since December 2008. Mr. DeFosset currently serves on the boards of directors for Regions Financial Corporation, ITT Corporation and Terex Corporation and also serves on the board of trustees for the University of Tampa. Mr. DeFosset retired in November 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset is a graduate of Purdue University, where he earned a Bachelor’s degree in Industrial Engineering. He received his MBA from Harvard Business School in 1974.
The Board believes, that in these positions, Mr. DeFosset has acquired the experience, qualifications, attributes and skills, including business and management experience, real estate experience, finance and capital markets experience and an understanding of corporate governance regulations necessary to act in the best interests of the Company and its stockholders, and based on these skills, together with the interpersonal skills mentioned above, the Board has concluded that Mr. DeFosset should serve as a director for the Company.
|
|
Kevin B. Habicht, 57
|
Mr. Habicht has served as a director of the Company since June 2000, as Executive Vice President and Chief Financial Officer of the Company since December 1993 and as Treasurer of the Company since January 1998. Mr. Habicht served as Secretary of the Company from January 1998 to May 2003. Mr. Habicht is a Certified Public Accountant and a Chartered Financial Analyst.
The Board believes, that in these positions, Mr. Habicht has acquired the experience, qualifications, attributes and skills, including business and management experience, real estate experience, accounting experience, finance and capital markets experience and an understanding of corporate governance regulations necessary to act in the best interests of the Company and its stockholders, and based on these skills, together with the interpersonal skills mentioned above, the Board has concluded that Mr. Habicht should serve as a director for the Company.
|
|
||
Robert C. Legler, 72
|
Mr. Legler has served as a director of the Company since 2002. From 1973 until 1990, Mr. Legler was the chairman of privately-held First Marketing Corporation, which he founded and was then America’s largest publisher of custom newsletters serving nearly 500 clients in the commercial banking, brokerage, health care, cable television, travel, and retail industries. Upon the sale of the company to Reed (now Reed Elsiever) in 1990, Mr. Legler served as non-executive Chairman of the Board of First Marketing until his retirement in September 2000. Mr. Legler served as a director of Ligonier Ministries of Lake Mary, Florida for more than 20 years.
The Board believes, that in these positions, Mr. Legler has acquired the experience, qualifications, attributes and skills, including business and management experience, real estate experience, finance and capital markets experience and an understanding of corporate governance regulations necessary to act in the best interests of the Company and its stockholders, and based on these skills, together with the interpersonal skills mentioned above, the Board has concluded that Mr. Legler should serve as a director for the Company.
|
|||
Craig Macnab, 60
|
Mr. Macnab has served as Chief Executive Officer of the Company since 2004 and as Chairman of the Board of Directors of the Company since February 2008. Mr. Macnab has served as a director of DDR Corp. from 2003 to May 2015. Mr. Macnab has been an independent director of Cadillac Fairview Corporation, a Canadian corporation, since 2011, and an independent director of American Tower Corporation since December 2014.
The Board believes, that in these positions, Mr. Macnab has acquired the experience, qualifications, attributes and skills, including business and management experience, real estate experience, finance and capital markets experience and an understanding of corporate governance regulations necessary to act in the best interests of the Company and its stockholders, and based on these skills, together with the interpersonal skills mentioned above, the Board has concluded that Mr. Macnab should serve as a director for the Company.
|
Sam L. Susser, 52
|
Mr. Susser has served as a director of the Company since November 10, 2015. Mr. Susser is currently President of Susser Investment Company, the general partner of Susser Holdings II, L.P., a private investment firm he founded in 1998. Mr. Susser led the growth of Susser Holdings Corporation, a Fortune 500 convenience store operator and motor fuel distributor, from 1988 until its sale to Energy Transfer Partners in August 2014, as Chairman of the Board since September 2013, as President and CEO since 1992, and as a director since 1988. Mr. Susser remained Chairman of the Board of Susser Petroleum Partners LP (now known as Sunoco LP), a publicly traded partnership created by Susser Holdings Corporation in September 2012, until May 2015. Mr. Susser's career began in the corporate finance division and the mergers and acquisitions group of Salomon Brothers, Inc., an investment bank, from 1985 through 1987. He received his BBA in Finance from the University of Texas at Austin.
The Board believes, that in these positions, Mr. Susser has acquired the experience, qualifications, attributes and skills, including business and management experience, real estate experience, accounting experience, finance and capital markets experience and an understanding of corporate governance regulations necessary to act in the best interests of the Company and its stockholders, and based on these skills, together with the interpersonal skills mentioned above, the Board has concluded that Mr. Susser should serve as a director for the Company.
|
|||
|
|
•
|
the Compensation Committee consists solely of independent non-employee directors, and the Compensation Committee has engaged an independent, external compensation consultant to assist with creating the executive compensation program;
|
•
|
the Compensation Committee maintains the right, in its sole discretion, to modify the compensation policies and practices at any time;
|
•
|
the Compensation Committee has elected to use awards of restricted stock instead of other equity awards, such as stock options, because, as a REIT, which pays a large portion of its annual earnings to stockholders in the form of dividends, the Compensation Committee believes that restricted stock provides a better incentive and alignment of interest than stock options;
|
•
|
restricted stock grants are intended to provide our named executive officers with a significant interest in the long-term performance of our stock;
|
•
|
restricted stock awards are subject to forfeiture upon certain employment termination events;
|
•
|
performance-contingent restricted stock grants tied to our three-year total shareholder returns relative to a broad REIT peer group further focus our executive officers on long-term shareholder value creation;
|
•
|
bonus awards to our executive officers are reduced if balance sheet leverage exceeds levels previously approved by the Compensation Committee;
|
•
|
we have adopted a stock ownership policy for our executive officers and members of our Board which requires all directors and executive officers to own meaningful levels of Company stock;
|
•
|
we have adopted an insider trading policy which prohibits, among other things, trading of Company securities on a short-term basis, buying puts or calls on Company securities, short sales of Company securities, and other certain activities. We have also adopted an anti-hedging policy for directors and executive officers which prohibits all hedging activities, including, buying, selling or trading in options or other derivative securities based on Company securities;
|
•
|
we have adopted a pledging limitation policy for our directors and executive officers which restricts directors and executive officers from pledging shares of the Company and holding of shares of the Company in margin accounts. Directors and executive officers of the Company may pledge shares or hold shares in a margin account so long as all of the following policy requirements are met: (i) prior to pledging shares or holding shares in a margin account such director or executive officer shall notify the Chief Financial Officer, (ii) in no event shall such director or executive officer pledge more than 25% of the total vested common stock of the Company owned by such director or executive officer, (iii) in no event shall any pledged shares be counted as shares owned by such director or executive officer for purposes of complying with the Company's minimum stock ownership requirements, and (iv) in no event shall any proposed pledging of shares result in such director or executive officer falling below the minimum stock ownership requirements;
|
•
|
we have adopted a clawback policy for our executive officers which allows the Board to recover certain incentive compensation if the Company has a material restatement of financial results, as a result of such restatement the incentive compensation would not have been earned, and the executive officer engaged in fraud or other intentional misconduct;
|
•
|
none of our employees are paid commission compensation;
|
•
|
bonus and incentive awards to our employees eligible for bonus awards are capped; and
|
•
|
we base executive compensation on several critical success factors.
|
•
|
has sole power and authority concerning the engagement and fees of independent registered public accounting firms;
|
•
|
reviews with the independent registered public accounting firm the plans and results of the audit engagement;
|
•
|
pre-approves all audit services and permitted non-audit services provided by the independent registered public accounting firm;
|
•
|
reviews the independence of the independent registered public accounting firm;
|
•
|
reviews the adequacy and effectiveness of our internal control over financial reporting; and
|
•
|
reviews accounting, auditing and financial reporting matters with our independent registered public accounting firm and management.
|
•
|
identifies and recommends to the Board of Directors individuals to stand for election and re-election to the Board of Directors at our annual meeting of stockholders and to fill vacancies that may arise from time to time;
|
•
|
develops and makes recommendations to the Board of Directors for the creation and ongoing review and revision of a set of effective corporate governance principles that promote our competent and ethical operation and a policy governing ethical business conduct of our employees and Directors; and
|
•
|
makes recommendations to the Board of Directors as to the structure and membership of committees of the Board of Directors.
|
•
|
Role of Compensation Committee
. The Compensation Committee is responsible for discharging the responsibilities of the Board of Directors with respect to approving and evaluating compensation plans, policies and programs for our executive officers and directors and approving all awards to any executive officer, director or associate under our equity incentive plans. The Compensation Committee also serves as the administrator of our 2007 Performance Incentive Plan.
|
•
|
Role of Management in Compensation Determinations
. The Compensation Committee considers the recommendations of our Chief Executive Officer when determining the base salary and incentive performance compensation levels of the other executive officers. Similarly, the Compensation Committee also considers the recommendations of our Chief Executive Officer when setting specific Company and individual incentive performance targets. In addition, officers may be invited to attend committee meetings. Management generally does not have a role in the setting of director compensation.
|
•
|
Role of Compensation Consultants
. The Compensation Committee has the authority, in its sole discretion, to engage compensation consultants as needed or desired to assist the Compensation Committee in researching and evaluating executive officer and director compensation programs. Since 2012, the Compensation Committee has retained Pearl Meyer & Partners, an independent compensation consulting firm (“Pearl Meyer”), to assist the Compensation Committee in reviewing and evaluating the Company’s executive and non-employee director compensation programs. The use of independent third-party consultants provides additional assurance that our executive compensation programs are reasonable, consistent with Company objectives, and competitive with executive compensation for companies in our peer group. Pearl Meyer reports directly to the Compensation Committee, provides no other services to the Company, and regularly participates in committee meetings. The Compensation Committee assessed the independence of Pearl Meyer pursuant
|
•
|
Delegation of Authority by the Committee
. The Committee may delegate its authority to make and administer awards under our equity incentive plans to another committee of the Board of Directors or, except for awards to individuals subject to Section 16 of the Exchange Act, to one or more of our officers. On an annual basis, the Committee typically authorizes a limited number of shares of restricted stock to be awarded by our Chief Executive Officer to such of our non-executive associates as he determines, in consultation with our other executive officers.
|
Name
|
Fees Earned or Paid in
Cash ($) |
|
Stock
Awards ($) (1) |
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
Change in Pension
Value and Nonqualified Deferred Compensation Earnings |
All Other
Compensation ($) |
Total
($) |
||||||
(a)
|
(b)
|
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
||||||
Don DeFosset
|
|
$53,500
|
|
|
|
$132,000
|
|
--
|
--
|
--
|
--
|
|
$185,500
|
|
David M. Fick
(2)
|
|
$83,500
|
|
|
|
$99,000
|
|
--
|
--
|
--
|
--
|
|
$182,500
|
|
Edward J. Fritsch
|
-
|
|
|
$182,500
|
|
--
|
--
|
--
|
--
|
|
$182,500
|
|
||
Richard B. Jennings
|
|
$96,000
|
|
|
|
$99,000
|
|
--
|
--
|
--
|
--
|
|
$195,000
|
|
Ted B. Lanier
|
|
$43,000
|
|
|
|
$165,000
|
|
--
|
--
|
--
|
--
|
|
$208,000
|
|
Robert C. Legler
(2)
|
|
$23,000
|
|
|
|
$165,000
|
|
--
|
--
|
--
|
--
|
|
$188,000
|
|
Robert Martinez
|
|
$83,500
|
|
|
|
$99,000
|
|
--
|
--
|
--
|
--
|
|
$182,500
|
|
Sam L. Susser
|
|
$20,500
|
|
|
|
$27,000
|
|
--
|
--
|
--
|
--
|
|
$47,500
|
|
(1)
|
The awards shown in column (c) represent annual grants made to directors of the Company. The amounts represent the grant date fair value with respect to the fiscal year in accordance with FASB ASC Topic 718.
|
(2)
|
The cash fees and stock awards earned by Mr. Legler, as well as the stock awards earned by Mr. Fick, are deferred into shares of our common stock under our Deferred Fee Plan, which is described in greater detail below.
|
Name
|
Position
|
|
|
Craig Macnab
|
Chief Executive Officer
|
Julian E. Whitehurst
|
President and Chief Operating Officer
|
Kevin B. Habicht
|
Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer
|
Paul E. Bayer
|
Executive Vice President and Chief Investment Officer
|
Christopher P. Tessitore
|
Executive Vice President, General Counsel and Secretary
|
Stephen A. Horn, Jr.
|
Executive Vice President and Chief Acquisition Officer
|
•
|
Generated recurring FFO per share of $2.22 per share and Adjusted FFO of $2.27 per share, reflecting an increase of 6.7% and 7.1%, respectively;
|
•
|
Delivered annualized total return to shareholders of 6.4%, 13.8% and 14.2% for the past one, three and five years ending December 31, 2015.
|
•
|
The Committee approved base salary increases averaging 3.6% and ranging from 2.0% to 6.0% to bring all NEOs' base salaries in line with peer group 50
th
percentile (or "median") base salaries;
|
•
|
The Committee approved annual cash incentive award opportunities for NEOs, based on position, with potential awards ranging from 55% to 75% for “threshold” performance, 110% to 150% for "target" performance, and 165% to 225% for “maximum” performance, expressed as a percentage of each executive’s base salary, with any earned awards, subject to downward adjustment of up to 20% of the funded award levels if our leverage exceeded the 57.5% cap established by the board for 2015;
|
•
|
Based on our FFO (excluding impairments) per share results, which exceeded maximum performance goals, the Committee approved payment of annual cash incentive compensation for 2015 at maximum award levels, ranging from 150% to 225% of each executive officer’s base salary;
|
•
|
The Committee approved total long-term incentive award opportunities for NEOs, based on position and maximum performance results, for the three-year period ending December 31, 2017, ranging from 160% to 315% of each executive’s base salary, if any;
|
•
|
The Committee engaged Pearl Meyer as an independent third-party compensation consultant in order to assist in the development and evaluation of the executive compensation program. Pearl Meyer was not engaged for any non-compensation related services; and
|
•
|
The Committee concluded that our compensation policies and practices do not promote unreasonable risk-taking behavior and are not reasonably likely to have a material adverse effect on the Company.
|
|
|
Total Assets
LFQ ($mm)
|
Equity Market Cap
as of 12/31/2015
($mm)
|
Enterprise Value
as of 12/31/2015
($mm)
|
TSR (%) as of 12/31/2015
|
||||||||
Company
|
GICS Industry Description
|
1-Yr
|
3-Yr
|
5-Yr
|
|||||||||
CBL & Associates Properties Inc.
|
Retail REITs
|
$
|
6,480
|
|
$
|
2,109
|
|
$
|
7,056
|
|
(32)%
|
(12)%
|
-2%
|
EPR Properties
|
Specialized REITs
|
$
|
4,201
|
|
$
|
3,493
|
|
$
|
5,531
|
|
8%
|
15%
|
12%
|
Equity One Inc.
|
Retail REITs
|
$
|
3,309
|
|
$
|
3,516
|
|
$
|
4,987
|
|
11%
|
13%
|
13%
|
Federal Realty Investment Trust
|
Retail REITs
|
$
|
4,912
|
|
$
|
10,143
|
|
$
|
12,913
|
|
12%
|
15%
|
17%
|
Omega Healthcare Investors Inc.
|
Healthcare REITs
|
$
|
8,593
|
|
$
|
6,543
|
|
$
|
11,138
|
|
(5)%
|
20%
|
17%
|
Realty Income Corporation
|
Retail REITs
|
$
|
11,739
|
|
$
|
12,893
|
|
$
|
18,564
|
|
13%
|
14%
|
14%
|
Regency Centers Corporation
|
Retail REITs
|
$
|
4,171
|
|
$
|
6,414
|
|
$
|
8,790
|
|
10%
|
17%
|
14%
|
Retail Properties of America, Inc.
|
Retail REITs
|
$
|
4,804
|
|
$
|
3,504
|
|
$
|
5,699
|
|
(7)%
|
12%
|
—
|
Spirit Realty Capital, Inc.
|
Diversified REITs
|
$
|
7,892
|
|
$
|
4,423
|
|
$
|
8,401
|
|
(10)%
|
—
|
—
|
Tanger Factory Outlet Centers Inc.
|
Retail REITs
|
$
|
2,327
|
|
$
|
3,098
|
|
$
|
4,646
|
|
(8)%
|
1%
|
8%
|
Taubman Centers, Inc.
|
Retail REITs
|
$
|
3,495
|
|
$
|
4,621
|
|
$
|
6,972
|
|
4%
|
4%
|
13%
|
W. P. Carey Inc.
|
Diversified REITs
|
$
|
8,888
|
|
$
|
6,160
|
|
$
|
10,728
|
|
(10)%
|
10%
|
20%
|
Weingarten Realty Investors
|
Retail REITs
|
$
|
3,895
|
|
$
|
4,286
|
|
$
|
6,542
|
|
3%
|
14%
|
13%
|
|
75th Percentile
|
$
|
7,892
|
|
$
|
6,414
|
|
$
|
10,728
|
|
10%
|
15%
|
15%
|
|
Median
|
$
|
4,804
|
|
$
|
4,423
|
|
$
|
7,056
|
|
3%
|
13%
|
13%
|
|
25th Percentile
|
$
|
3,895
|
|
$
|
3,504
|
|
$
|
5,699
|
|
(8)%
|
9%
|
12%
|
National Retail Properties, Inc.
|
Retail REITs
|
$5,349
|
$5,453
|
$8,049
|
6%
|
14%
|
14%
|
||||||
Percentile
|
|
61
|
63
|
56
|
63
|
54
|
69
|
|
2015 Annual Cash Incentive Bonus Opportunity
(as % of Base Salary) |
|
||
Position
|
Threshold
|
Target
|
Maximum
|
2015 Actual
|
Chairman & Chief Executive Officer
|
75.0%
|
150%
|
225.0%
|
225.0%
|
President & Chief Operating Officer
|
57.5%
|
115%
|
172.5%
|
172.5%
|
EVP, CFO, Asst Secretary, & Treasurer
|
57.5%
|
115%
|
172.5%
|
172.5%
|
EVP & Chief Investment Officer
|
55.0%
|
110%
|
165.0%
|
165.0%
|
EVP & General Counsel
|
55.0%
|
110%
|
165.0%
|
165.0%
|
|
2015 Target Long-Term Incentive Award Opportunity
(as % of Salary) |
||
Position
|
Performance Restricted Shares
|
Service Restricted Shares
|
Total Target Award
|
Chairman & Chief Executive Officer
|
157.5%
|
157.5%
|
315%
|
President & Chief Operating Officer
|
120%
|
120%
|
240%
|
EVP, CFO, Assistant Secretary, & Treasurer
|
100%
|
100%
|
200%
|
EVP & Chief Investment Officer
|
80%
|
80%
|
160%
|
EVP & General Counsel
|
80%
|
80%
|
160%
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($) |
Stock Awards
($) (1) |
Option Awards
($) |
Non-Equity Incentive Plan Compensation
($) (2) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($) |
All Other Compensation ($)
(3)
|
Total ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Craig Macnab
Chief Executive Officer |
2015
|
$750,000
|
—
|
$2,490,624
|
—
|
$1,687,500
|
—
|
$14,332
|
$4,942,456
|
2014
|
$735,000
|
—
|
$2,738,304
|
—
|
$1,653,750
|
—
|
$152,981
|
$5,280,035
|
|
2013
|
$716,000
|
—
|
$2,467,414
|
—
|
$2,521,021
|
—
|
$156,959
|
$5,861,394
|
|
|
|
|
|
|
|
|
|
|
|
Julian E. Whitehurst
President and Chief Operating Officer |
2015
|
$510,000
|
—
|
$1,290,391
|
—
|
$879,750
|
—
|
$14,332
|
$2,694,473
|
2014
|
$495,000
|
—
|
$1,405,072
|
—
|
$853,875
|
—
|
$81,524
|
$2,835,471
|
|
2013
|
$479,000
|
—
|
$1,320,548
|
—
|
$1,334,025
|
—
|
$83,452
|
$3,217,025
|
|
|
|
|
|
|
|
|
|
|
|
Kevin B. Habicht
Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer |
2015
|
$422,500
|
—
|
$890,803
|
—
|
$728,813
|
—
|
$14,332
|
$2,056,448
|
2014
|
$410,000
|
—
|
$969,845
|
—
|
$707,250
|
—
|
$76,557
|
$2,163,652
|
|
2013
|
$397,000
|
—
|
$912,039
|
—
|
$1,108,275
|
—
|
$77,871
|
$2,495,185
|
|
|
|
|
|
|
|
|
|
|
|
Paul E. Bayer
Executive Vice President and Chief Investment Officer |
2015
|
$355,000
|
—
|
$598,785
|
—
|
$585,750
|
—
|
$13,852
|
$1,553,387
|
2014
|
$335,000
|
—
|
$633,940
|
—
|
$552,750
|
—
|
$45,808
|
$1,567,498
|
|
2013
|
$319,000
|
—
|
$586,261
|
—
|
$761,860
|
—
|
$46,733
|
$1,713,854
|
|
|
|
|
|
|
|
|
|
|
|
Christopher P. Tessitore, Executive Vice President and General Counsel
|
2015
|
$355,000
|
—
|
$598,785
|
—
|
$585,750
|
—
|
$13,660
|
$1,553,195
|
2014
|
$335,000
|
—
|
$1,232,056
|
—
|
—
|
—
|
$45,616
|
$1,612,672
|
|
|
2013
|
$319,000
|
—
|
$586,261
|
—
|
$761,860
|
—
|
$46,541
|
$1,713,662
|
(1)
|
The amounts in column (e) represent the grant date fair value with respect to the fiscal year in accordance with FASB ASC Topic 718. Further information regarding the valuation of stock awards and any assumptions made can be found in Note 14 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2015. Assuming “maximum” performance is achieved for the 2015 grant results in the fair value provided in the table above.
|
(2)
|
The amounts in column (g) represent the annual incentive cash bonuses awarded to the NEOs, which are discussed under “Compensation Discussion and Analysis - Annual Incentive Compensation (Cash Incentive Bonus).”
|
(3)
|
The amounts in column (i) represent: (See discussion under Compensation and Discussion Analysis - Long-Term Incentive Compensation.)
|
•
|
reimbursement payments for taxes incurred in connection with the vesting of restricted stock awards granted prior to 2010 which vested during 2014 and 2013 ($138,949 and $142,927, respectively, for Mr. Macnab, $67,492 and $69,420, respectively, for Mr. Whitehurst, $62,525 and $64,319, respectively, for Mr. Habicht, $32,256 and $33,181, respectively, for Mr. Bayer, and $32,256 and $33,181, respectively for Mr. Tessitore). No tax reimbursements have been provided for vesting of restricted stock granted to executive officers since 2009;
|
•
|
the Company’s contribution to the Company’s 401(k) plan on behalf of each of the NEOs in an amount of $13,300 in 2015, $13,000 in 2014, and $13,000 in 2013; and
|
•
|
life insurance premiums paid by the Company with respect to life insurance for the benefit of the NEOs during 2015, 2014, and 2013, ($1,032, $1,032, and $1,032, respectively, for each of Messrs. Macnab and Whitehurst, $1,032, $1,032, and $552 for Mr. Habicht, respectively, and $552, $552, and $552, respectively, for Mr. Bayer, and $360, $360, and $360, respectively, for Mr. Tessitore).
|
Name |
Grant Date
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Underlying Options
(#) |
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards
|
||||
|
|
|
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
|
|
|
|
(a)
|
(b)
|
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
Craig Macnab
|
--
|
(1)
|
$562,500
|
$1,125,000
|
$1,687,500
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
02/17/15
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
28,502
|
—
|
—
|
$1,168,582
|
|
02/17/15
|
(3)
|
—
|
—
|
—
|
14,251
|
28,502
|
57,003
|
—
|
—
|
—
|
$1,168,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Julian E. Whitehurst
|
--
|
(1)
|
$293,250
|
$586,500
|
$879,750
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
02/17/15
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
14,767
|
—
|
—
|
$605,447
|
|
02/17/15
|
(3)
|
—
|
—
|
—
|
7,383
|
14,767
|
29,533
|
—
|
—
|
—
|
$605,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin B. Habicht
|
--
|
(1)
|
$242,937
|
$485,875
|
$728,813
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
02/17/15
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
10,194
|
—
|
—
|
$417,954
|
|
02/17/15
|
(3)
|
—
|
—
|
—
|
5,097
|
10,194
|
20,388
|
—
|
—
|
—
|
$417,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul E. Bayer
|
--
|
(1)
|
$195,250
|
$390,500
|
$585,750
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
02/17/15
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
6,852
|
—
|
—
|
$280,932
|
|
02/17/15
|
(3)
|
—
|
—
|
—
|
3,426
|
6,852
|
13,705
|
—
|
—
|
—
|
$280,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher P. Tessitore
|
--
|
(1)
|
$195,250
|
$390,500
|
$585,750
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
02/17/15
|
(2)
|
—
|
—
|
—
|
—
|
—
|
—
|
6,852
|
—
|
—
|
280,932
|
|
02/17/15
|
(3)
|
—
|
—
|
—
|
3,426
|
6,852
|
13,705
|
—
|
—
|
—
|
280,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in columns (c)-(e) reflect the annual incentive cash bonus potential under the Executive Compensation Program. The actual cash bonus amounts earned by each NEO in 2015 are included under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. For a detailed discussion, see “Compensation Discussion and Analysis - Annual Incentive Compensation (Cash Incentive Bonus)” above.
|
(2)
|
The amounts shown in column (i) reflect the service-based restricted stock issued under our Restricted Stock Plan in 2015. These shares are only subject to time-based vesting and vest 25% per year over a four-year period.
|
(3)
|
The amounts shown in columns (f), (g) and (h) reflect the performance-based stock grants issued under the Executive Compensation Program. The potential stock bonus is based on our Total Shareholder Return (“TSR”) performance relative to other REITs for the three-year period ending December 31, 2017. This performance-based stock award amount is determined in accordance with FASB ASC Topic 718, using a Monte Carlo simulation model.
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options
(#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) |
Option Exercise Price
($) |
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
($) |
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) |
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($) |
||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
||||||
Craig Macnab
|
—
|
—
|
—
|
—
|
—
|
|
80,907
|
|
(1)
|
$
|
3,240,325
|
|
(1)
|
64,242
|
|
(4)
|
$
|
2,572,892
|
|
|
|
|
|
|
|
|
|
|
|
70,885
|
|
(5)
|
$
|
2,838,944
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
57,003
|
|
(8)
|
$
|
2,282,970
|
|
|||
Julian E. Whitehurst
|
—
|
—
|
—
|
—
|
—
|
|
42,227
|
|
(2)
|
$
|
1,691,191
|
|
(2)
|
34,382
|
|
(4)
|
$
|
1,376,999
|
|
|
|
|
|
|
|
|
|
|
|
36,373
|
|
(5)
|
$
|
1,456,739
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
29,533
|
|
(8)
|
$
|
1,182,797
|
|
|||
Kevin B. Habicht
|
—
|
—
|
—
|
—
|
—
|
|
29,150
|
|
(3)
|
$
|
1,167,458
|
|
(3)
|
23,747
|
|
(4)
|
$
|
951,067
|
|
|
|
|
|
|
|
|
|
|
|
25,106
|
|
(5)
|
$
|
1,005,495
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
20,388
|
|
(8)
|
$
|
816,539
|
|
|||
Paul E. Bayer
|
—
|
—
|
—
|
—
|
—
|
|
19,144
|
|
(6)
|
$
|
766,717
|
|
(6)
|
15,265
|
|
(4)
|
$
|
611,363
|
|
|
|
|
|
|
|
|
|
|
|
16,411
|
|
(5)
|
$
|
657,261
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
13,705
|
|
(8)
|
$
|
548,885
|
|
|||
Christopher P. Tessitore
|
—
|
—
|
—
|
—
|
—
|
|
36,083
|
|
(7)
|
$
|
1,445,124
|
|
(7)
|
15,265
|
|
(4)
|
$
|
611,363
|
|
|
|
|
|
|
|
|
|
|
|
16,411
|
|
(5)
|
$
|
657,261
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
13,705
|
|
(8)
|
$
|
548,885
|
|
(1)
|
The service-based restricted shares vest as follows: 33,780 in 2016, 24,015 in 2017, 15,987 in 2018, and 7,125 in 2019.
|
(2)
|
The service-based restricted shares vest as follows: 17,761 in 2016, 12,536 in 2017, 8,239 in 2018, and 3,691 in 2019.
|
(3)
|
The service-based restricted shares vest as follows: 12,261 in 2016, 8,654 in 2017, 5,687 in 2018, and 2,548 in 2019.
|
(4)
|
The amounts shown in columns (i) and (j) reflect the “maximum” long-term performance-based stock issued on February 22, 2013. The amount of the performance-based stock that will vest is based on the Company’s TSR performance relative to other REITs for the three-year period ending December 31, 2015. For a detailed discussion of the long-term incentive compensation, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation.”
|
(5)
|
The amounts shown in columns (i) and (j) reflect the “maximum” long-term performance-based stock issued on February 12, 2014. The amount of the performance-based stock that will vest is based on the Company’s TSR performance relative to other REITs for the three-year period ending December 31, 2016 For a detailed discussion of the long-term incentive compensation, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation.”
|
(6)
|
The service-based restricted shares vest as follows: 7,995 in 2016, 5,672 in 2017, 3,764 in 2018, and 1,713 in 2019.
|
(7)
|
The service-based restricted shares vest as follows: 7,995 in 2016, 22,611 in 2017, 3,764 in 2018, 1,713 in 2019.
|
(8)
|
The amounts shown in columns (i) and (j) reflect the “maximum” long-term performance-based stock issued on February 17, 2015. The amount of the performance-based stock that will vest is based on the Company’s TSR performance relative to other REITs for the three-year period ending December 31, 2017. For a detailed discussion of the long-term incentive compensation, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation.”
|
|
|
Option Awards
|
|
Stock Awards
|
||
Name
|
|
Number of Shares
Acquired on Exercise (#) |
Value Realized
on Exercise ($) |
|
Number of Shares
Acquired on Vesting (#) |
Value Realized
on Vesting ($) |
(a)
|
|
(b)
|
(c)
|
|
(d)
|
(e)
|
Craig Macnab
|
|
--
|
--
|
|
103,890
|
$4,098,297
|
Julian E. Whitehurst
|
|
--
|
--
|
|
59,359
|
$2,345,111
|
Kevin B. Habicht
|
|
--
|
--
|
|
44,519
|
$1,760,861
|
Paul E. Bayer
|
|
--
|
--
|
|
31,816
|
$1,260,743
|
Christopher P. Tessitore
|
|
--
|
--
|
|
31,816
|
$1,260,743
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(2)
(a)
|
|
Weighted average exercise price of outstanding options, warrants and rights
(2)
(b)
|
|
Number of securities remaining available for
future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
Equity compensation plans approved by security holders
(1)
|
—
|
|
—
|
|
3,344,817
|
||
|
|
|
|
|
|
||
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
||
|
|
|
|
|
|
||
Total
|
—
|
|
—
|
|
3,344,817
|
||
|
|
|
|
|
|
(1)
|
Consists entirely of common shares authorized for issuance under the 2007 Performance Incentive Plan.
|
(2)
|
Excludes 19,307 restricted shares granted and 209,823 phantom shares credited under the Deferred Fee Plan for Directors. No exercise price is required to be paid upon the vesting of restricted shares.
|
•
|
accrued and unpaid salary through the date of termination;
|
•
|
a cash payment equal to 200% (with respect to Messrs. Bayer and Tessitore), 250% (with respect to Messrs. Habicht and Whitehurst), and 300% (with respect to Mr. Macnab) of his respective annual salary;
|
•
|
a cash payment equal to 200% (with respect to Messrs. Bayer and Tessitore), 250% (with respect to Messrs. Habicht and Whitehurst), and 300% (with respect to Mr. Macnab) of his respective average bonus for the last three years of employment under the agreement;
|
•
|
immediate vesting of his service-based restricted stock awards, stock options and other equity awards, and all performance-based awards will be allowed to run their course to determine the performance level, and the executive officers will receive such award upon vesting;
|
•
|
for a period of one year after termination (but in no event after the Executive becomes eligible to receive benefits of the same type from another employer), health benefits under the Company’s health plans and programs generally available to senior executives of the Company; and
|
•
|
in the event of such a termination upon or after a “change of control,” a prorated annual non-equity bonus at the target level for the year in which termination occurred.
|
•
|
accrued and unpaid salary through the date of termination;
|
•
|
a cash payment equal to 100% of his annual salary;
|
•
|
service-based restricted stock awards will accelerate on a pro rata amount based on the date of termination; and all performance-based units and restricted stock awards will be allowed to run their course to determine the performance level and the executive officers will receive a pro rata share based on the date of termination;
|
•
|
for a period of one year after termination (but in no event after the Executive becomes eligible to receive benefits of the same type from another employer), health benefits under the Company’s health plans and programs generally available to senior executives of the Company; and
|
•
|
a prorated annual non-equity bonus at the target level for the year in which termination occurred.
|
•
|
conviction of (or pleading nolo contendere to) an indictment or information that is filed against Executive and is not discharged or otherwise resolved within 12 months thereafter, and said indictment of information charged Executive with a felony, any crime of moral turpitude, fraud or any act of dishonesty or any crime which is
|
•
|
the continued failure by Executive substantially to perform his duties or to carry out the lawful written directives of the Board of Directors;
|
•
|
material breach of a fiduciary duty, including disclosure of any conflicts of interest that are known to the Executive, or with reasonable diligence should be known, relating to Executive’s employment with the Company, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of his duties) which is materially injurious, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries; or
|
•
|
material breach of the non-competition and confidentiality clauses set forth in his employment agreement.
|
•
|
a material reduction in Executive’s position, authority, duties or responsibilities;
|
•
|
a reduction in the annual salary of Executive;
|
•
|
the relocation of Executive’s office to more than 50 miles from the Company’s principal place of business in Orlando, Florida;
|
•
|
the Company’s material breach of his employment agreement;
|
•
|
the Company’s failure to obtain an agreement from any successor to the business of the Company by which the successor assumes and agrees to perform his employment agreement; or
|
•
|
with respect to Mr. Macnab, a change in Executive’s reporting responsibilities such that he is no longer reporting directly to the Board of Directors.
|
•
|
a “person” or “group” (which terms shall have the meaning they have when used in Section 13(d) of the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, any corporation owned directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company) becomes (other than solely by reason of a repurchase of voting securities by the Company), the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the combined voting power of the Company’s then total outstanding voting securities, provided, however, that in no event shall a change of control for purposes of each agreement be deemed to have arisen merely by virtue of a “person” or “group” having become a direct or indirect owner of Company securities (such that a change of control would otherwise have been deemed to have occurred), if the Executive is a member of such person or group; or
|
•
|
the Company consolidates with or merges with or into another corporation or partnership or conveys, transfers or leases, in any transaction or series of transactions, all or substantially all of its assets to any corporation or partnership, or any corporation or partnership consolidates with or merges with or into the Company, in any event pursuant to a transaction in which the outstanding voting stock of the Company is reclassified or changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding voting securities of the Company are changed into or exchanged for voting securities of the surviving corporation and (ii) the persons who were the beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own immediately after such transaction 50% or more of the total outstanding voting power of the surviving corporation, or the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution.
|
Name
|
Salary
(1)
|
Bonus
|
Early Vesting of Incentive Awards
(2)
|
Other
(3)
|
Total
|
||||||||||
Craig Macnab
|
|
$125,000
|
|
|
$1,125,000
|
|
|
$5,946,264
|
|
|
$14,332
|
|
|
$7,210,596
|
|
Julian E. Whitehurst
|
|
$85,000
|
|
|
$586,500
|
|
|
$3,108,040
|
|
|
$14,332
|
|
|
$3,793,872
|
|
Kevin B. Habicht
|
|
$70,417
|
|
|
$485,875
|
|
|
$2,145,719
|
|
|
$14,332
|
|
|
$2,716,343
|
|
Paul E. Bayer
|
|
$59,167
|
|
|
$390,500
|
|
|
$1,400,989
|
|
|
$13,852
|
|
|
$1,864,508
|
|
Christopher P. Tessitore
|
|
$59,167
|
|
|
$390,500
|
|
|
$2,079,396
|
|
|
$13,660
|
|
|
$2,542,723
|
|
(1)
|
Payable in the case of death only and represents payment of two months of the Executive’s salary.
|
(2)
|
Represents early vesting of certain service-based and performance-based cash and/or stock awards.
|
(3)
|
Represents payment of health benefits for spouse and dependents of Executive for one year following the event of death.
|
Name
|
Severance Amount
|
|
Early Vesting of Incentive Awards
(4)
|
Other
(5)
|
Change of Control Payment
(6)
|
Total
|
||||||||||
Craig Macnab
|
|
$6,933,750
|
|
(1)
|
|
$5,946,264
|
|
|
$14,332
|
|
|
$1,125,000
|
|
|
$14,019,346
|
|
Julian E. Whitehurst
|
|
$3,348,375
|
|
(2)
|
|
$3,108,040
|
|
|
$14,332
|
|
|
$586,500
|
|
|
$7,057,247
|
|
Kevin B. Habicht
|
|
$2,774,031
|
|
(2)
|
|
$2,145,719
|
|
|
$14,332
|
|
|
$485,875
|
|
|
$5,419,957
|
|
Paul E. Bayer
|
|
$1,788,000
|
|
(3)
|
|
$1,400,989
|
|
|
$13,852
|
|
|
$390,500
|
|
|
$3,593,341
|
|
Christopher P. Tessitore
|
|
$1,788,000
|
|
(3)
|
|
$2,079,396
|
|
|
$13,660
|
|
|
$390,500
|
|
|
$4,271,556
|
|
(1)
|
Represents a cash payment of 300% of annual salary payable in equal installments over a 12-month period, and a cash payment of 300% of Mr. Macnab's average annual bonus for the three contract years preceding termination, payable in equal installments over a 12-month period.
|
(2)
|
Represents a cash payment of 250% of annual salary payable in equal installments over a 12-month period, and a cash payment of 250% of Mr. Whitehurst's and Mr. Habicht's average annual bonus for the three contract years preceding termination, payable in equal installments over a 12-month period.
|
(3)
|
Represents a cash payment of 200% of annual salary payable in equal installments over a 12-month period, and a cash payment of 200% of Mr. Bayer’s and Mr. Tessitore's average annual bonus for the three contract years preceding termination, payable in equal installments over a 12-month period.
|
(4)
|
Represents early vesting of certain service-based and performance-based cash and/or stock awards. Certain awards that are to be paid based upon actual future performance were calculated assuming “target” performance. If “maximum” performance is achieved, the payout of early vesting would result in: Mr. Macnab - $8,652,162; Mr. Whitehurst - $4,524,929; Mr. Habicht - $3,124,020; Mr. Bayer - $2,035,341; and Mr. Tessitore - $2,713,748.
|
(5)
|
Represents payment of health benefits, health plans and other perquisites.
|
(6)
|
Represents a cash payment of prorated annual bonus at the “target” level for the year of termination, payable in a single sum if the Executive is terminated upon or following a change of control.
|
Name
|
Severance Amount
(1)
|
Early Vesting of Incentive Awards
(2)
|
Other
(3)
|
Bonus
(4)
|
Total
|
||||||||||
Craig Macnab
|
|
$750,000
|
|
|
$5,477,831
|
|
|
$14,332
|
|
|
$1,125,000
|
|
|
$7,367,163
|
|
Julian E. Whitehurst
|
|
$510,000
|
|
|
$2,867,685
|
|
|
$14,332
|
|
|
$586,500
|
|
|
$3,978,517
|
|
Kevin B. Habicht
|
|
$422,500
|
|
|
$1,979,812
|
|
|
$14,332
|
|
|
$485,875
|
|
|
$2,902,519
|
|
Paul E. Bayer
|
|
$355,000
|
|
|
$1,292,548
|
|
|
$13,852
|
|
|
$390,500
|
|
|
$2,051,900
|
|
Christopher P. Tessitore
|
|
$355,000
|
|
|
$1,970,955
|
|
|
$13,660
|
|
|
$390,500
|
|
|
$2,730,115
|
|
(1)
|
Represents cash payment of 100% of annual salary payable in equal installments over a 12-month period.
|
(2)
|
Represents early vesting of certain service-based and performance-based cash and/or stock awards.
|
(3)
|
Represents payment of health benefits, health plans and other perquisites for one year following termination.
|
(4)
|
Represents a cash payment of prorated annual bonus at the “target” level for the year of termination, payable in a single sum.
|
|
Fiscal Year 2015
|
|
Fiscal Year 2014
|
||||||||
Audit Fees
(1)
|
|
$
|
1,270,166
|
|
|
|
|
$
|
1,216,135
|
|
|
Audit Related Fees
(2)
|
|
—
|
|
|
|
—
|
|
||||
Total Audit and Audit Related Fees
|
|
1,270,166
|
|
|
|
|
1,216,135
|
|
|
||
Tax Fees
(3)
|
|
73,391
|
|
|
|
|
32,600
|
|
|
||
All Other Fees
|
|
—
|
|
|
|
—
|
|
||||
Total Fees
|
|
$
|
1,343,557
|
|
|
|
|
$
|
1,248,735
|
|
|
(1)
|
Audit fees include the audit fee and fees for comfort letters, attest services, consents and assistance with and review of documents filed with the SEC (including those related to securities offerings). Aggregate fees billed by Ernst & Young LLP associated with the issuance of comfort letters to underwriters in connection with securities offerings amounted to $168,290 and $130,180 in 2015 and 2014, respectively.
|
(2)
|
Audit related fees consist of fees incurred for consultation concerning financial accounting and reporting standards, performance of agreed-upon procedures, and other audit or attest services not required by statute or regulation.
|
(3)
|
Tax fees consist of fees for tax compliance services and consulting.
|
Craig Macnab
(5)(6)
|
540,832
(14)
|
*
(19)
|
450 South Orange Avenue, Suite 900
Orlando, FL 32801
|
|
|
Robert Martinez
(5)
|
68,247
(15)
|
*
(19)
|
100 North Tampa Street, Suite 4100
Tampa, FL 33602
|
|
|
Sam L. Susser
(5)
|
16,089
(16)
|
*
(19)
|
800 N. Shoreline Blvd., Suite 2200N
Corpus Christi, TX 78401
|
|
|
Christopher P. Tessitore
(6)
|
123,525
(17)
|
*
(19)
|
450 South Orange Avenue, Suite 900
Orlando, FL 32801
|
|
|
Julian E. Whitehurst
(6)
|
299,816
(18)
|
*
(19)
|
450 South Orange Avenue, Suite 900
Orlando, FL 32801
|
|
|
All directors and executive officers as a group (13 persons)
|
1,789,791
|
—
|
|
(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)
|
|
(1)
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 10, 2016, in which it was reported that as of December 31, 2014, the beneficial owner had sole power to vote or direct the voting of a combined 299,942 shares and the sole power to dispose of or to direct the disposition of a combined 19,097,936 shares.
|
(2)
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 10, 2016, in which it was reported that as of December 31, 2015, the beneficial owner had sole power to vote or direct the voting of a combined 11,699,558 shares, and the sole power to dispose or to direct the disposition of a combined 12,208,752 shares.
|
(3)
|
This information is based solely on a Schedule 13G filed with the SEC on February 16, 2016, in which it was reported that as of December 31, 2015, the beneficial owner had sole or shared power to vote or direct the voting of a combined 5,551,347 shares and the sole shared power to dispose or to direct the disposition of 10,365,002 shares.
|
(4)
|
This information is based solely on a Schedule 13G filed with the SEC on February 16, 2016, in which it was reported that as of December 31, 2015, the beneficial owner had sole power to vote or direct the voting of a combined 0 shares, and the sole power to dispose or to direct the disposition of a combined 0 shares.
|
(5)
|
A director of the Company.
|
(6)
|
An executive officer of the Company.
|
(7)
|
Includes 61,096 restricted shares, 17,759 for which Mr. Bayer has sole voting power, 43,337 for which Mr. Bayer has no voting power.
|
(8)
|
Includes 26,569 phantom shares credited under the Deferred Fee Plan for Directors.
|
(9)
|
Includes 19,519 phantom shares credited under the Deferred Fee Plan for Directors.
|
(10)
|
Includes 92,944 restricted shares, 27,076 for which Mr. Habicht holds sole voting power, and 65,868 for which Mr. Habicht has no voting power.
|
(11)
|
Includes 85,711 restricted shares, 50,110 for which Mr. Horn has sole voting power, and 35,601 for which Mr. Horn has no voting power.
|
(12)
|
Includes 14,000 shares held by Mr. Lanier’s spouse, and 2,500 shares held in a trust in which Mr. Lanier is the sole Trustee and for which Mr. Lanier disclaims any beneficial ownership.
|
(13)
|
Includes 2,400 shares held by Mr. Legler’s spouse, and 83,278 phantom shares credited under the Deferred Fee
Plan for Directors.
|
(14)
|
Includes 257,646 restricted shares, 74,671 for which Mr. Macnab has sole voting power, and 182,975 for which Mr. Macnab has no voting power. Also includes 42,435 shares held in a margin account.
|
(15)
|
Includes 6,125 shares held in trust in which Mr. Martinez is the sole Trustee and for which Mr. Martinez disclaims any beneficial ownership, and 44,172 phantom shares credited under the Deferred Fee Plan for Directors.
|
(16)
|
Includes 13,800 shares held in a family limited partnership, the general partner of which is controlled by Sam L. Susser, and 491 phantom shares credited under the Deferred Fee Plan for Directors.
|
(17)
|
Includes 78,035 restricted shares, 34,698 for which Mr. Tessitore has sole voting power, and 43,337 for which Mr. Tessitore has no voting power.
|
(18)
|
Includes 133,158 restricted shares, 38,728 for which Mr. Whitehurst has sole voting power, and 94,430 for which Mr. Whitehurst has no voting power.
|
(19)
|
Less than one percent.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
||||
|
|
|
||
|
|
DETACH AND RETURN THIS PORTION ONLY
|
Vote on Directors
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|||||||||||||||||||||||
1.
|
|
To elect seven directors to serve until the next annual meeting of
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
stockholders or until their successors shall have been
elected or qualified. |
|
For
|
|
Withhold
|
|
For All
|
|
To withhold authority to vote for any individual
|
|
|||||||||||||
|
|
|
|
All
|
|
All
|
|
Except
|
|
nominee, mark “For All Except” and write the
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
nominee’s number on the line below.
|
|
|||||||||||||
|
|
01) Don DeFosset
02) David M. Fick
|
05) Robert C. Legler
06) Craig Macnab
|
|
|_|
|
|
|_|
|
|
|_|
|
|
|
|
||||||||||||
|
|
03) Edward J. Fritsch
|
07) Sam L. Susser
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
04) Kevin B. Habicht
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vote On Proposals
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
For
|
|
Against
|
|
Abstain
|
||||||||||||||||
2.
|
Advisory vote to approve executive compensation.
|
|
|_|
|
|_|
|
|
|
|_|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
3.
|
Ratification of the selection of the independent registered public accounting firm for 2016.
|
|_|
|
|_|
|
|
|
|_|
|
||||||||||||||||||
In their discretion, the proxies are authorized to vote upon and transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
|
|
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, custodian, guardian or corporate officer, please give your full title as such. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person. The proxies are authorized in their discretion, to vote such shares upon any other business that may properly come before the meeting and all adjournments and postponements thereof.
|
|
|
|
|
|
||
|
|||||
|
|
|
|
||
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year NNN REIT Chart |
1 Month NNN REIT Chart |
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