URSTADT
BIDDLE PROPERTIES INC.
321
RAILROAD AVENUE
GREENWICH,
CONNECTICUT 06830
________________________________
NOTICE
OF
ANNUAL MEETING
OF STOCKHOLDERS
March
6, 2008
________________________________
Notice
is
hereby given that the Annual Meeting of Stockholders of Urstadt Biddle
Properties Inc. will be held at 2:00 p.m. on Thursday, March 6, 2008 at the
Stamford Marriott, Two Stamford Forum, Stamford, Connecticut 06901 for the
following purposes:
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1.
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To
elect three Directors to serve for three years;
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2.
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To
ratify the appointment of PKF as the independent registered public
accounting firm of the Company for one year;
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3.
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To
amend the Company’s Restricted Stock Award Plan; and
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4.
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To
transact such other business as may properly come before the meeting
or
any adjournments thereof.
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Stockholders
of record as of the close of business on January 22, 2008 are entitled to notice
of and to vote at the Meeting.
WHETHER
OR NOT YOU PLAN TO BE PRESENT AT THE MEETING IN PERSON,
PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN
THE ENCLOSED ENVELOPE.
By
Order
of the Directors
THOMAS
D.
MYERS
Secretary
February
4, 2008
URSTADT
BIDDLE PROPERTIES INC.
321
RAILROAD AVENUE
GREENWICH,
CONNECTICUT 06830
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF STOCKHOLDERS
to
be held on March 6, 2008
This
proxy statement is furnished to stockholders of Urstadt Biddle Properties Inc.,
a Maryland corporation (hereinafter called the “Company”), in connection with
the solicitation of proxies in the form enclosed herewith for use at the Annual
Meeting of Stockholders of the Company (the “Meeting”) to be held at 2:00 p.m.
on March 6, 2008 at the Stamford Marriott, Two Stamford Forum, Stamford,
Connecticut 06901, for the purposes set forth in the Notice of
Meeting.
The
solicitation is made on behalf of the Directors of the Company and the costs
of
the solicitation will be borne by the Company. Directors, officers and employees
of the Company and its affiliates may also solicit proxies by telephone, fax
or
personal interview. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them
in
sending proxy material to the beneficial owners of the shares.
Holders
of record of Class A Common Shares and Common Shares of the Company as of the
close of business on the record date, January 22, 2008, are entitled to receive
notice of, and to vote at, the Meeting. The outstanding Class A Common Shares
and Common Shares constitute the only classes of securities entitled to vote
at
the Meeting. Each Common Share entitles the holder thereof to one vote and
each
Class A Common Share entitles the holder thereof to 1/20 of one vote. At the
close of business on January 22, 2008, there were 18,728,477 Class A Common
Shares issued and outstanding and 7,944,516 Common Shares issued and
outstanding.
Shares
represented by proxies in the form enclosed, if such proxies are properly
executed and returned and not revoked, will be voted as specified, but where
no
specification is made, the shares will be voted as follows:
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FOR
the election of the three Directors;
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FOR
the ratification of the appointment of PKF, Certified Public Accountants,
A Professional Corporation, as the Company’s independent registered public
accounting firm for the ensuing fiscal year;
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•
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FOR
the amendment of the Company’s Restricted Stock Award Plan; and
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•
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as
to any other matter which may properly come before the Meeting, in
the
named proxies’ discretion to the extent permitted under relevant laws and
regulations.
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To
be
voted, proxies must be filed with the Secretary of the Company prior to voting.
Proxies may be revoked at any time before exercise by filing a notice of such
revocation, by filing a later dated proxy with the Secretary of the Company
or
by voting in person at the Meeting.
The
Annual Report to stockholders for the Company’s fiscal year ended October 31,
2007 has been mailed with or prior to this proxy statement. This proxy statement
and the enclosed proxy were mailed to stockholders on or about February 4,
2008.
The principal executive offices of the Company are located at 321 Railroad
Avenue, Greenwich, Connecticut, 06830 (telephone: 203-863-8200; fax:
203-861-6755).
PROPOSAL
1
ELECTION
OF DIRECTORS
Pursuant
to Section 6.2 of the Company’s Articles of Incorporation, the Directors are
divided into three classes designated Class I, Class II and Class III, each
serving three-year terms. Three Directors, comprising Class II, are to be
elected at the Meeting. Messrs. Peter Herrick, Charles D. Urstadt and George
J.
Vojta have been nominated by the Board of Directors for election as Directors
to
hold office until the year 2011 Annual Meeting and until their successors have
been elected and shall qualify. The continuing Directors comprising Class III
are Messrs. Robert R. Douglass, George H.C. Lawrence and Charles J. Urstadt,
whose terms expire at the 2009 Annual Meeting. The continuing Directors
comprising Class I are Messrs. Willing L. Biddle, E. Virgil Conway and Robert
J.
Mueller, whose terms expire at the 2010 Annual Meeting.
INFORMATION
REGARDING DIRECTOR NOMINEES
The
following information concerning the principal occupation, other affiliations
and business experience of each of the three nominees during the last five
years
has been furnished to the Company by such nominee.
Peter
Herrick, age 80, has been a Director of the Company since 1990. Mr. Herrick
previously served as Vice Chairman of The Bank of New York (1990–1992) and as
President and Chief Operating Officer of The Bank of New York (1982–1991). Mr.
Herrick also served as President and Director of The Bank of New York Company,
Inc. (1984–1992). Mr. Herrick is a former member of the New York State Banking
Board (1990–1993) and has served as a Director of Mastercard International
(1985–1992) and BNY Hamilton Funds, Inc. (1992–1999).
Charles
D. Urstadt, age 48, has been a Director of the Company since 1997. Mr. Urstadt
currently is Executive Director of Sales for Halstead Property, LLC and
President and Director of Urstadt Property Company, Inc. (a real estate
investment corporation). Mr. Urstadt previously served as Executive Vice
President, Brown Harris Stevens, LLC (1992–2001); Publisher, New York
Construction News (1984–1992); Member, Board of Consultants of the Company
(1991–1997); Director, Friends of Channel 13 (1992–2001); Board Member, New York
State Board for Historic Preservation (1996–2002); President and Director, East
Side Association (1994–1997); and Director, New York Building Congress
(1988–1992).
George
J.
Vojta, age 72, has been a Director of the Company since 1999. Mr. Vojta
previously served as Vice Chairman and Director of Bankers Trust Company
(1992–1998) and Executive Vice President of Bankers Trust Company (1984–1992).
Currently, Mr. Vojta maintains the following affiliations: Member, New York
State Banking Board; Director, Private Export Funding Corporation; Chairman,
Wharton Financial Institutions Center; Chairman, The Westchester Group, LLC;
Director, Financial Services Forum; Member, Council on Foreign Relations;
Chairman, E Standards Forum/Financial Standards Foundation; Chairman, Yale
Center for Corporate Governance and Performance; Member, Advisory Board, Yale
School of Management; Director, International Executive Service Corps.;
Director, Center for International Private Enterprise; Director, Cynosure,
Inc.;
Director, Sumitomo Derivative Products; Advisor, Proudfoot Consulting; Advisor,
Anahuac del Sur Business School — Mexico City and Kozminsky Academy — Poland;
Council for Economic Stability — Argentina; Visiting Fellow, Emory University;
and Director, Asur Corporation — Mexico City.
At
the
Annual Meeting, the stockholders of the Company will be requested to elect
three
Directors, comprising Class II. The affirmative vote of the holders of not
less
than a majority of the total combined voting power of all classes of stock
entitled to vote and present, in person or by properly executed proxy, at the
Annual Meeting, subject to quorum requirements, will be required to elect a
Director.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR
APPROVAL
OF THE NOMINEES FOR ELECTION AS DIRECTORS.
INFORMATION
CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Class
III Directors with Terms Expiring in 2009
Robert
R.
Douglass, age 76, is Vice-Chairman of the Board of Directors and has served
as a
Director of the Company since 1991. Currently, Mr. Douglass is of Counsel to
Milbank, Tweed, Hadley and McCloy, attorneys. He also serves as Chairman of
the
Downtown Lower Manhattan Association and Chairman of the Alliance for Downtown
New York. Mr. Douglass recently served as Chairman and Director of Clearstream
International (2000–2004) and Chairman and Director of Cedel International
(1994–2002). Previously, Mr. Douglass served as Vice Chairman and Director of
The Chase Manhattan Corporation (1985–1993) and as Executive Vice President,
General Counsel and Secretary of The Chase Manhattan Corporation (1976–1985).
Mr. Douglass is a former Trustee of Dartmouth College (1983–1993).
George
H.C. Lawrence, age 70, has served as a Director of the Company since 1988.
Mr.
Lawrence currently serves as President and Chief Executive Officer of Lawrence
Properties, Inc. (since 1970). Mr. Lawrence is an Honorary Trustee of Sarah
Lawrence College and serves as a Director of the Westchester County Association;
Chairman and Director of Kensico Cemetery; and member of the Board of Trustees
of Indian River Hospital District.
Charles
J. Urstadt, age 79, has served as a Director of the Company since 1975, as
Chairman of the Board of Directors since 1986 and as Chief Executive Officer
since 1989. Mr. Urstadt also serves as Chairman and Director of Urstadt Property
Company, Inc. (a real estate investment corporation); Vice Chairman of Battery
Park City Authority; and Trustee of Historic Hudson Valley. He is a Retired
Director of Putnam Trust Company; Trustee Emeritus of Pace University; and
Retired Trustee of Teachers Insurance and Annuity Association. Mr. Urstadt
is
the father of Charles D. Urstadt, a Director of the Company, and the
father-in-law of Willing L. Biddle, the Company’s President.
Class
I Directors with Terms Expiring in 2010
Willing
L. Biddle, age 46, has served as a Director of the Company since 1997 and as
President and Chief Operating Officer of the Company since December 1996.
Previously, Mr. Biddle served the Company in other executive capacities:
Executive Vice President (March 1996 to December 1996); Senior Vice President
—
Management (June 1995 to March 1996); and Vice President — Retail (April 1993 to
June 1995). Mr. Biddle serves as an Advisory Director of the Putnam Trust
Company.
E.
Virgil
Conway, age 78, has served as a Director of the Company since 1989. Mr. Conway
is currently Chairman of Rittenhouse Advisors, LLC. He also serves as a Trustee
of Phoenix Mutual Funds, as Vice Chairman of The Academy of Political Science
and as Director of License Monitor, Inc. Previously, Mr. Conway served as
Trustee, Consolidated Edison Company of New York, Inc. (1970–2002); Director,
Union Pacific Corporation (1978–2002); Trustee, Atlantic Mutual Insurance
Company (1974–2002); Director, Centennial Insurance Company (1974–2002);
Chairman, Metropolitan Transportation Authority (1995–2001); Chairman, Financial
Accounting Standards Advisory Council (1992–1995); and Chairman and Director of
The Seamen’s Bank for Savings, FSB (1969–1989). Mr. Conway is an Honorary
Trustee of Josiah Macy Foundation, Trustee Emeritus of Pace University and
Trustee Emeritus of Colgate University.
Robert
J.
Mueller, age 66, has served as a Director of the Company since 2004. Between
1989 and March 2004, Mr. Mueller was employed as Executive Vice President (until
1991) and as Senior Executive Vice President of The Bank of New York. From
1992
to 1998, Mr. Mueller served as Chief Credit Policy Officer of the bank with
responsibilities as head of worldwide risk management. From 1998 to 2004, his
responsibilities included the bank’s global trading operations, commercial real
estate lending, regional commercial banking, community development, residential
mortgage lending and equipment leasing. He was a member of the bank’s Senior
Planning Committee. Mr. Mueller currently serves on the Boards of the Community
Preservation Corp., the Borough of Manhattan Community College Fund, Danita
Container, Inc. and All Ahead, Inc. He is an Advisory Board Member of
Neighborhood Housing Services of New York, Inc. and a member of Battery Park
City Authority.
Executive
Officers who are not Directors
James
R.
Moore, age 59, has served as Executive Vice President and Chief Financial
Officer of the Company since 1996 and as Treasurer since 1987. Previously,
Mr.
Moore served the Company as Senior Vice President and Chief Financial Officer
(1989–1996); Secretary (1987–1999) and Vice President — Finance and
Administration (1987–1989).
Raymond
P. Argila, age 59, has served the Company as Senior Vice President and
Co-Counsel since 2006. Previously, Mr. Argila served as Senior Vice President
and Chief Legal Officer of the Company (1990–2006). Prior to joining the
Company, Mr. Argila was employed as Senior Counsel at Cushman & Wakefield,
Inc. (1987–1990).
Thomas
D.
Myers, age 56, has served the Company as Senior Vice President, Co-Counsel
and
Secretary since 2006. Mr. Myers has served as Senior Vice President since 2003
and as Secretary since 1999. Previously, Mr. Myers served the Company as Vice
President (1995–2003) and as Associate Counsel (1995–2006).
CORPORATE
GOVERNANCE AND BOARD MATTERS
Urstadt
Biddle Properties Inc. is committed to maintaining sound corporate governance
principles. The Board of Directors has approved formal Corporate Governance
Guidelines which are available on the Company’s website at
http://www.ubproperties.com. Together with the bylaws of the Company and the
charters of the Board’s committees, the Corporate Governance Guidelines provide
the framework for the governance of the Company.
Board
Independence
The
Company’s Corporate Governance Guidelines include specific Director Independence
Standards that comply with applicable rules of the SEC and the listing standards
of the New York Stock Exchange (“NYSE”). A copy of the Director Independence
Standards is attached to this proxy statement as Appendix A. The Board requires
that at least a majority of its Directors satisfy this definition of
independence. The Board of Directors has considered business and other
relationships between the Company and each of its Directors, including
information provided to the Company by the Directors. Based upon its review,
the
Board of Directors determined that all of its Directors, other than Messrs.
Charles J. Urstadt, Charles D. Urstadt and Willing L. Biddle, are independent,
consistent with the Corporate Governance Guidelines.
Committees
of the Board of Directors and Certain Meetings
During
the fiscal year ended October 31, 2007, the Board of Directors held four
meetings. The Directors have four standing committees: an Audit Committee,
a
Compensation Committee, an Executive Committee and a Nominating and Corporate
Governance Committee. Each Director attended at least 75% of the aggregate
total
number of meetings held during the fiscal year by the Directors and by all
committees of which such Director is a member.
The
Audit
Committee consists of three non-employee Directors, each of whom is independent
as defined in the listing standards (as amended from time to time) of the New
York Stock Exchange. The Audit Committee held five meetings during the fiscal
year ended October 31, 2007. The Audit Committee assists the Board of Directors
in fulfilling its oversight responsibilities. The Committee’s primary duties are
to:
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monitor
the integrity of the Company’s financial statements, financial reporting
processes and systems of internal controls regarding finance and
accounting matters;
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monitor
the Company’s compliance with legal and regulatory requirements relating
to the foregoing;
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monitor
the independence and performance of the Company’s independent auditor and
internal auditing function;
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provide
an avenue of communication among the Board, the independent auditor,
management and persons responsible for the internal audit function;
and
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prepare
an Audit Committee report as required by the Securities and Exchange
Commission (“SEC”) to be included in the Company’s annual proxy statement.
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The
Board
of Directors has approved a written charter for the Audit Committee, the text
of
which may be viewed on the Company’s website at http://www.ubproperties.com. The
Audit Committee has sole authority to appoint, retain, oversee and, when
appropriate, terminate the independent auditor of the Company. The Committee
reviews with management and the independent auditor the Company’s quarterly
financial statements and internal accounting procedures and controls, and
reviews with the independent auditor the scope and results of the auditing
engagement. Messrs. Peter Herrick, Robert J. Mueller and George J. Vojta are
the
current members of the Audit Committee. The Board of Directors has determined
that Mr. Robert J. Mueller, Chair of the Committee, meets the standards of
an
“Audit Committee Financial Expert” as that term is defined under Item 401(h) of
Regulation S-K.
The
Compensation Committee consists of three non-employee Directors, each of whom
is
independent as defined in the listing standards (as amended from time to time)
of the New York Stock Exchange. The Compensation Committee held two meetings
during the fiscal year ended October 31, 2007. Key responsibilities of the
Compensation Committee include:
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reviewing
the Company’s overall compensation strategy to assure that it promotes
shareholder interests and supports the Company’s strategic objectives;
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reviewing
and approving corporate goals and objectives relevant to compensation
of
the Company’s Chief Executive Officer, evaluating the Chief Executive
Officer’s performance in light of those goals and objectives and
establishing the compensation of the Company’s Chief Executive Officer;
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reviewing
and recommending to the Board compensation for Directors and non-CEO
executive officers;
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administering
the Company’s Stock Option Plan and Restricted Stock Plan and approving
bonus or cash incentive plans used to compensate officers and other
employees; and
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preparing
a report to be included in the Company’s annual proxy statement.
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The
Board
of Directors has approved a written charter for the Compensation Committee,
the
text of which may be viewed on the Company’s website at
http://www.ubproperties.com. Messrs. E. Virgil Conway (Chair), Robert R.
Douglass and George H. C. Lawrence are the current members of the Compensation
Committee.
The
Executive Committee did not hold any meetings during the fiscal year ended
October 31, 2007. In general, the Executive Committee may exercise such powers
of the Directors between meetings of the Directors as may be delegated to it
by
the Directors (except for certain powers of the Directors which may not be
delegated). Messrs. Willing L. Biddle, Peter Herrick, Charles D. Urstadt and
Charles J. Urstadt are the current members of the Executive
Committee.
The
Nominating and Corporate Governance Committee (“Governance Committee”) consists
of six non-employee Directors, each of whom is independent as defined in the
listing standards (as amended from time to time) of the New York Stock Exchange.
The Governance Committee held one meeting during the fiscal year ended October
31, 2007. The principal responsibilities of the Governance Committee are
to:
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establish
criteria for Board membership and selection of new Directors;
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recommend
nominees to stand for election to the Board, including incumbent
Board
members and candidates for new Directors;
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develop
and recommend a set of corporate governance principles and evaluate
compliance by management and the Board with those principles and
the
Company’s Code of Business Conduct and Ethics; and
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develop
and periodically review succession planning for the Chief Executive
Officer, with the assistance of the Chief Executive Officer and other
members of the Board.
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The
Corporate Governance Guidelines include the Director Candidate Guidelines
recommended by the Governance Committee and approved by the Board of Directors,
which set forth the minimum qualifications and additional considerations that
the Governance Committee uses in evaluating candidates for election to the
Board. The Director Candidate Guidelines include the following minimum
qualifications:
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a
candidate’s demonstrated integrity and ethics consistent with the
Company’s Code of Business Conduct and Ethics;
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a
candidate’s willingness and ability to participate fully in Board
activities, including active membership and attendance at Board meetings
and participation on at least one committee of the Board; and
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a
candidate’s willingness to represent the best interests of all of the
Company’s shareholders and not just a particular constituency.
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The
Board
has not adopted a numerical limit on the number of public company boards on
which its Directors may serve; however, the Committee will consider the demands
on a candidate’s time in selecting nominees. In addition, the Committee will
take into consideration such other factors as it deems appropriate,
including:
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a
candidate’s experience in real estate, business, finance, accounting rules
and practices, law and public relations;
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the
appropriate size and diversity of the Company’s Board of Directors;
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the
needs of the Company with respect to the particular talents and experience
of its Directors and the interplay of the candidate’s experience with that
of other Board members; and
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a
candidate’s judgment, skill and experience with businesses and
organizations comparable to the Company.
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The
Company requires that at least a majority of its Directors satisfy the
independence criteria established by the New York Stock Exchange and any
applicable SEC rules, as they may be amended from time to time. In addition,
the
Committee will consider the financial literacy and financial background of
nominees to ensure that the Board has at least one “audit committee financial
expert” on the Audit Committee and that Board members who might serve on the
Audit Committee satisfy the financial literacy requirements of the NYSE. The
Committee believes it appropriate for at least one key member of the Company’s
management to participate as a member of the Board.
Shareholders
can suggest qualified candidates for Director by writing to the Company’s
corporate secretary at 321 Railroad Avenue, Greenwich, CT 06830. Submissions
timely received (as described under “Other Matters” on page 29) and which comply
with the criteria outlined in the preceding paragraphs, will be forwarded to
the
Chairperson of the Nominating and Corporate Governance Committee for review
and
consideration. The Committee does not intend to evaluate such nominees any
differently than other nominees to the Board.
The
Board
of Directors has approved a written charter for the Governance Committee, the
text of which may be viewed on the Company’s website at
http://www.ubproperties.com. Messrs. E. Virgil Conway, Robert R. Douglass
(Chair), Peter Herrick, George H. C. Lawrence, Robert J. Mueller and George
J.
Vojta are the current members of the Governance Committee.
In
the
fiscal year ended October 31, 2007, the non-management Directors of the Company
met once in executive session. Mr. Robert Douglass, Chair of the Nominating
and
Corporate Governance Committee, presided over the meeting.
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF THE
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
PKF,
Certified Public Accountants, A Professional Corporation (“PKF”) provided
auditing and other professional services to the Company during the fiscal year
ended October 31, 2007.
The
Audit
Committee has, subject to ratification by the stockholders of the Company,
appointed PKF to audit the financial statements of the Company for the ensuing
fiscal year and recommends to the stockholders that such appointment be
ratified. Representatives of PKF will be present at the Annual Meeting with
the
opportunity to make a statement if they so desire. Such representatives also
will be available to respond to appropriate questions.
During
the year ended October 31, 2005, Ernst & Young LLP acted as independent
registered public accounting firm of the Company. The following sets forth
the
information required by Item 304(a)(1) of Regulation S-K concerning the change
of independent registered public accounting firm of the Company: (i) on January
24, 2006, the Audit Committee of the Company’s Board of Directors agreed, by
resolution, to end the engagement of Ernst & Young LLP as the Company’s
independent registered public accounting firm as of completion of the audit
for
the year ended October 31, 2005; (ii) the report of Ernst & Young LLP on the
Company’s consolidated financial statements as of and for the year ended October
31, 2005 did not contain an adverse opinion or a disclaimer of opinion, and
was
not qualified or modified as to uncertainty, audit scope or accounting
principles; (iii) the decision to change accountants was made by the Company’s
Audit Committee; (iv) in connection with the audit of the Company’s consolidated
financial statements for the fiscal year ended October 31, 2005 and through
January 24, 2006, there were no disagreements with Ernst & Young LLP on any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Ernst & Young LLP, would have caused them to make reference
thereto in their report; and (v) during the year ended October 31, 2005 and
through January 24, 2006, there have been no “reportable events” as defined in
Item 304(a)(1)(v) of Regulation S-K. Ernst & Young LLP furnished a letter
addressed to the SEC stating that it was in agreement with the statements
contained in subparagraphs (ii), (iv) and (v) above. The decision to replace
Ernst & Young LLP as the Company’s independent registered public accounting
firm was based primarily on the Audit Committee’s efforts to reduce the
Company’s costs for audit services.
The
affirmative vote of the holders of not less than a majority of the total
combined voting power of all classes of stock entitled to vote and present,
in
person or by properly executed proxy, at the Annual Meeting, subject to quorum
requirements, will be required to ratify the appointment of PKF as independent
registered public accounting firm of the Company.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A
VOTE
FOR
RATIFICATION
OF THE APPOINTMENT OF PKF
AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY.
PROPOSAL
3
AMENDMENT
OF THE RESTRICTED STOCK AWARD PLAN
The
Company first established a Restricted Stock Award Plan in 1997. In 2002, the
shareholders of the Company approved an Amended and Restated Restricted Stock
Award Plan (the “Plan”) and approved further amendments to the Plan in 2004 and
2006. The principal purpose of the Plan is to promote the long-term growth
of
the Company by attracting, retaining and motivating Directors and key management
personnel possessing outstanding ability and to further the identity of the
interests of such personnel with those of the Company’s stockholders through
stock ownership opportunities. Pursuant to the Plan, Directors and management
personnel of the Company, selected by the Compensation Committee, may be issued
restricted stock awards.
As
of
January 4, 2008, awards representing 548,050 shares of Class A Common Stock
and
1,303,300 shares of Common Stock had been issued under the Plan and there
remained 148,650 shares which, at the discretion of the Compensation Committee,
may be awarded in any combination of Class A Common Stock and Common Stock,
available for future awards.
To
be
able to continue to attract, retain and motivate qualified individuals as
Directors and officers of the Company, the Board of Directors has approved,
subject to stockholder approval, an amendment to the Plan that would increase
the maximum number of shares of restricted stock available for issuance
thereunder from 2,000,000 common shares (350,000 shares each of Class A Common
Stock and Common Stock and 1,300,000 shares which, at the discretion of the
Compensation Committee administering the Plan, may be awarded in any combination
of Class A Common Stock or Common Stock) to 2,350,000 common shares, of which
350,000 shares will be Class A Common Stock, 350,000 shares will be Common
Stock
and 1,650,000 shares, at the discretion of the Compensation Committee
administering the Plan, will be any combination of Class A Common Stock or
Common Stock.
Following
is a summary of the principal provisions of the Plan.
SUMMARY
OF THE RESTRICTED STOCK AWARD PLAN
Grant
of Restricted Stock
Awards.
If Proposal 3 is approved, the Compensation Committee would be
authorized to grant restricted stock awards up to 2,350,000 common shares
(350,000 shares each of Class A Common Stock and Common Stock and 1,650,000
shares which, at the discretion of the Compensation Committee, may be awarded
in
any combination of Class A Common Stock or Common Stock). The participants
eligible to receive the restricted stock awards are management personnel
selected by the Compensation Committee, in its discretion, who are considered
to
have significant responsibility for the growth and profitability of the Company,
and Directors.
Principal
Terms and Conditions of
Restricted Stock Awards.
Each restricted stock award will be evidenced by
a written agreement, executed by both the relevant participant and the Company,
setting forth all the terms and conditions applicable to such award as
determined by the Compensation Committee. These terms and conditions will
include:
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the
length of the restricted period of the award;
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the
restrictions applicable to the award including, without limitation,
the
employment or retirement status rules governing forfeiture and
restrictions applicable to any sale, assignment, transfer, pledge
or other
encumbrance of the restricted stock during the restricted period;
and
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the
eligibility to share in dividends and other distributions paid to
the
Company’s shareholders during the restricted period.
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Lapse
of Restrictions.
If a
participant’s status as an employee or non-employee Director of the Company is
terminated by reason of death or disability, the restrictions will lapse on
such
date. If such status as an employee or non-employee Director is terminated
prior
to the lapse of the restricted period by reason of retirement, the restricted
period will continue as if the participant had remained in the employment of
the
Company. The Compensation Committee has the authority to accelerate the time
at
which the restrictions may lapse whenever it considers that such action is
in
the best interests of the Company and of its stockholders, whether by reason
of
changes in tax laws, a “change in control” as defined in the Plan or
otherwise.
Tax
Consequences.
The Company
is required to withhold taxes to comply with federal and state laws applicable
to the value of restricted shares when they are released from risk of
forfeiture. Upon the lapse of the applicable restrictions, the value of the
restricted stock will be taxable to the relevant participant as ordinary income
and deductible by the Company.
Compliance
with SEC
Requirements.
No certificates for shares distributed under the terms of
the Plan will be executed and delivered to participants until the Company has
taken any action then required to comply with the Securities Act of 1933, as
amended, the Exchange Act and applicable SEC requirements.
Adjustments
to the Plan.
If
the Company subdivides or combines its outstanding shares of Class A Common
Stock or Common Stock into a greater or lesser number of shares or if the
Compensation Committee determines that a stock dividend, reclassification,
business combination, exchange of shares, warrants or rights offering to
purchase shares or other similar event affects the shares of the Company such
that an adjustment is required in order to preserve the benefits or potential
benefits intended to be made available under the Plan, the Compensation
Committee may make adjustments to the number and class of shares which may
be
awarded and the number and class of shares subject to outstanding awards under
the Plan.
The
amount of specific future awards that may be made under the Plan and the value
of such awards are not determinable at this time. The table on the following
page sets forth information concerning the dollar value of awards and the number
of shares of Common stock and Class A Common stock subject to such awards that
were made under the Plan during the fiscal year ended October 31, 2007 to each
of the Company’s named executive officers, to the named executive officers as a
group, to seven non-executive Directors of the Company as a group and to eight
non-executive officer employees as a group.
RESTRICTED
STOCK AWARD PLAN
Awards
to
Employees and Non-employee Directors
During
the Year ended October 31, 2007
|
|
Number
of Shares
|
Name
and Position
|
Dollar
Value (1)
|
Common
Shares
|
Class
A
Common
Shares
|
Charles
J Urstadt
|
$
885,200
|
45,000
|
5,000
|
Chairman
& Chief Executive Officer
|
|
|
|
James
R Moore
|
$
238,625
|
—
|
12,500
|
Executive
Vice President & Chief Financial Officer
|
|
|
|
Willing
L Biddle
|
$1,148,450
|
60,000
|
5,000
|
President
& Chief Operating Officer
|
|
|
|
Thomas
D Myers
|
$ 238,625
|
—
|
12,500
|
Senior
Vice President,
Co-Counsel
& Secretary
|
|
|
|
Raymond
P Argila
|
—
|
—
|
—
|
Senior
Vice President & Co-Counsel
|
|
|
|
Total
Executive Group
|
$2,510,900
|
105,000
|
35,000
|
Non-Executive
Director Group
|
$
105,672
|
800
|
4,800
|
Non-Executive
Officer Employee Group
|
$
429,525
|
—
|
22,500
|
_________________
(1)
|
Amounts
shown represent the dollar value on the date of grant (Common Stock
—
$17.55/share; Class A Common Stock — $19.09/share). Restricted stock vests
between five and ten years after the date of grant, as determined
by the
Compensation Committee at the time of each grant.
|
|
The
affirmative vote of the
holders of not less than a majority of the total combined voting
power of
all classes of stock entitled to vote and present, in person or
by
properly executed proxy, at the Annual Meeting, subject to quorum
requirements, will be required to amend the Restricted Stock Award
Plan.
|
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR
THE
AMENDMENT
OF THE RESTRICTED STOCK AWARD PLAN
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth certain information as of January 11, 2008 available
to the Company with respect to the shares of the Company (i) held by those
persons known to the Company to be the beneficial owners (as determined under
the rules of the SEC) of more than 5% of the Class A Common Shares and Common
Shares then outstanding and (ii) held by each of the Directors, each of the
executive officers named in the Summary Compensation Table below, and by all
of
the Directors and such executive officers as a group:
5%
BENEFICIAL OWNERS
Name
and Address of Beneficial Owner
|
Common
Shares
Beneficially
Owned
|
Percent
of
Class
|
Class
A
Common
Shares
Beneficially
Owned
|
Percent
of
Class
|
Charles
J. Urstadt
Urstadt
Biddle Properties Inc.
321
Railroad Ave.
Greenwich,
CT 06830
|
3,099,368
(1)
|
39.0%
|
278,725
(2)
|
1.5%
|
|
|
|
|
|
Willing
L. Biddle
Urstadt
Biddle Properties Inc.
321
Railroad Ave.
Greenwich,
CT 06830
|
1,667,442
(3)
|
21.0%
|
169,230
(4)
|
.9%
|
|
|
|
|
|
Cohen
& Steers, Inc.
280
Park Avenue
10th
Floor
New
York, NY 10017
|
—
|
—
|
1,767,677
(5)
|
9.4%
|
|
|
|
|
|
The
Vanguard Group, Inc.
100
Vanguard Blvd.
Malvern,
PA 19355
|
—
|
—
|
1,077,633
(6)
|
5.7%
|
|
|
|
|
|
Barclays
Global Investors, NA
45
Fremont Street
San
Francisco, CA 94105
|
—
|
—
|
988,555
(7)
|
5.2%
|
_________________________
|
(1)
|
Of
these shares, 532,709 are owned by Urstadt Property Company, Inc.
(“UPCO”), a company of which Mr. Urstadt is the chairman, a director and a
principal stockholder, 635,973 are owned by Urstadt Realty Shares II
L.P.
(“URS II”), a Delaware limited partnership of which Mr. Urstadt is the
limited partner and UPCO is the general partner, 1,901,006 shares are
owned by Urstadt Realty Associates Co LP (“URACO”), a Delaware limited
partnership of which UPCO is the general partner and Mr. Urstadt, Elinor
Urstadt (Mr. Urstadt’s wife), the Catherine U. Biddle Irrevocable Trust
and the Charles D. Urstadt Irrevocable Trust (for each of which trusts
Mr.
Urstadt is the sole trustee) are the limited partners, 21,300 shares
are
owned by Elinor Urstadt and 8,380 shares are held by The Trust Established
Under the Urstadt Biddle Properties Inc. Excess Benefit and Deferred
Compensation Plan (the “Compensation Plan Trust”).
|
|
|
|
|
(2)
|
Of
these shares, 41,425 shares are owned by URACO, 19,750 shares are owned
by
Elinor Urstadt, Mr. Urstadt’s wife, and 100,000 shares are owned by the
Urstadt Conservation Foundation (the “Conservation Foundation”), of which
Mr. Urstadt and his wife, Elinor Urstadt, are the sole trustees. Mr.
Urstadt disclaims beneficial ownership of any shares held by the
Conservation Foundation.
|
|
|
|
|
(3)
|
Of
these shares, 3,017 shares are held by the Compensation Plan Trust,
2,307
shares are owned by the Willing L. Biddle IRA, 4,475 shares are owned
beneficially and of record by Catherine U. Biddle, Mr. Biddle’s wife, 555
shares are owned by the Catherine U. Biddle IRA, 1,070 shares are
owned by
the Charles and Phoebe Biddle Trust UAD 12/20/93, of which Mr. Biddle
and
Charles J. Urstadt are the sole trustees, for the benefit of the
issue of
Mr. Biddle, and 5,163 shares are owned by the P.T. Biddle (Deceased)
IRA.
|
|
(4)
|
Of
these shares, 4,475 shares are owned beneficially and of record by
Catherine U. Biddle and 555 shares are owned by the Catherine U.
Biddle
IRA.
|
|
|
|
|
(5)
|
Based
upon information filed in a Schedule 13-G with the SEC by Cohen &
Steers, Inc. and Cohen & Steers Capital Management, Inc. for the year
ended December 31, 2006. Cohen & Steers, Inc. holds a 100% interest in
Cohen & Steers Capital Management, Inc., an investment advisor.
|
|
|
|
|
(6)
|
Based
upon information
filed with the SEC by The Vanguard Group,
Inc. in an Amendment Number 1 to Schedule 13-G for the year ended
December
31, 2006.
|
|
|
|
|
(7)
|
According
to
a Schedule 13G filed with the U.S. Securities and Exchange Commission
(“SEC”) on January 23, 2007, Barclays Global Investors, NA. (“Barclays”),
Barclays Global Fund Advisors (“BGI Fund”), Barclays Global Investors, LTD
(“BGI LTD”), Barclays Global Investors Japan Trust and Banking Company
Limited (“BGI Trust”) and Barclays Global Investors Japan Limited (“BGI
Japan”) reported beneficial ownership of the shares reported in the table.
Barclays reported sole voting power with respect to 535,860 shares
and
sole dispositive power with respect to 641,112 shares, BGI Fund reported
sole voting and dispositive power with respect to 339,894 shares,
BGI LTD
reported no beneficial ownership of shares, BGI Trust reported no
beneficial ownership of shares and BGI Japan reported sole voting
and
dispositive power with respect to 7,549 shares. The address for BGI
Fund
is 45 Fremont Street, San Francisco, CA 94105, the address for BGI
LTD is
Murray House, 1 Royal Mint Court, London, EC3N 4HH, England, and
the
address for BGI Trust and BGI Japan is Ebisu Prime Square Tower,
8
th
Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo, 150-0012, Japan
.
|
DIRECTORS
AND OFFICERS
Name
|
Common
Shares
Beneficially
Owned
(1)
|
|
Percent
of
Class (1)
|
|
Class
A
Common
Shares
Beneficially
Owned
(2)
|
|
Percent
of
Class
(2)
|
Charles
J. Urstadt
|
3,099,368
(3)
|
|
39.0%
|
|
278,725 (4)
|
|
1.5%
|
Willing
L. Biddle
|
1,667,442
(5)
|
|
21.0%
|
|
169,230 (6)
|
|
*
|
E.
Virgil Conway
|
7,625
|
|
*
|
|
77,896 (7)
|
|
*
|
Robert
R. Douglass
|
9,791
(8)
|
|
*
|
|
37,043
(9)
|
|
*
|
Peter
Herrick
|
—
|
|
*
|
|
82,474
|
|
*
|
George
H.C. Lawrence
|
27,046
|
|
*
|
|
41,304
|
|
*
|
Robert
J. Mueller
|
—
|
|
*
|
|
13,400
|
|
*
|
Charles
D. Urstadt
|
20,976
(8)
|
|
*
|
|
3,153
(9)
|
|
*
|
George
J. Vojta
|
525
|
|
*
|
|
4,325
|
|
*
|
James
R. Moore
|
—
|
|
*
|
|
190,559
(10)
|
|
1.0%
|
Thomas
D. Myers
|
9,000
|
|
*
|
|
89,450
|
|
*
|
Raymond
P. Argila
|
—
|
|
*
|
|
23,000
|
|
*
|
Directors
& Executive Officers as a group (12 persons)
|
4,841,773
(11)
|
|
60.9%
|
|
1,010,559
(12)
|
|
5.4%
|
________________
*
Less
than 1%
(1)
|
On
August 14, 1998, the Company paid a stock dividend in the form of
one
share of Class A Common Stock for each outstanding share of Common
Stock
(the “Stock Dividend”). In connection with the Stock Dividend, each of the
directors’ options to purchase shares of Common Stock awarded prior to the
Stock Dividend (each an “Existing Option”) is deemed to be, upon his
election with respect to each Existing Option: (i) an option (each,
a
“Common Stock Option”) to purchase such number of shares of Common Stock
as shall be equal in aggregate fair market value to the aggregate
fair
market value of the shares of Common Stock issuable pursuant to the
related Existing Option; (ii) an option (each, a “Class A Stock Option”)
to purchase such number of shares of Class A Common Stock as shall
be
equal in aggregate fair market value to the aggregate fair market
value of
the shares of Common Stock issuable pursuant to the related Existing
Option; or (iii) an option (each, a “Combination Option”) to purchase such
number of shares of Common Stock and such number of shares of Class
A
Common Stock, in each case, as shall be equal to the number of shares
of
Common Stock issuable pursuant to the related Existing
Option.
|
|
|
|
The
exercise price for the purchase of one share of Common Stock and/or
one
share of Class A Common Stock pursuant to any Common Stock Option,
Class A
Stock Option or Combination Option has been set according to the
proportional allocation of the exercise price for the purchase of
one
share of Common Stock pursuant to the related Existing Option, such
proportional allocation being determined according to the fair market
values of the underlying shares of Common Stock (ex-Stock Dividend)
and
Class A Common Stock.
|
|
|
|
The
figures presented in this column assume, in connection with the
determination of the number of Common Shares issuable upon exercise
of
options exercisable within 60 days by Messrs. Douglass and C.D. Urstadt,
that such individuals will elect the Common Stock Option with respect
to
all of such options. If either of such individuals elects the Combination
Option or the Class A Stock Option with respect to any or all of
such
options, the number of Common Shares issuable upon exercise of options
exercisable within 60 days, the total number of Common Shares beneficially
owned and the Percent of Class would be less for such
individual.
|
|
|
(2)
|
The
figures presented in this column assume, in connection with the
determination of the number of Class A Common Shares issuable upon
exercise of options exercisable within 60 days by Messrs. Douglass
and
C.D. Urstadt, that such individuals will elect the Class A Stock
Option
with respect to all of such options. If such individual elects the
Combination Option or the Common Stock Option with respect to any
or all
of such options, the number of Class A Common Shares issuable upon
exercise of options exercisable within 60 days, the total number
of Class
A Common Shares beneficially owned and the Percent of Class would
be less
for such individual.
|
(3)
|
See
note (1) under the preceding table titled “5% Beneficial
Owners”.
|
|
|
(4)
|
See
note (2) under the preceding table titled “5% Beneficial
Owners”.
|
|
|
(5)
|
See
note (3) under the preceding table titled “5% Beneficial
Owners”.
|
|
|
(6)
|
See
note (4) under the preceding table titled “5% Beneficial
Owners”.
|
|
|
(7)
|
This
figure includes 10,000 Class A Common Shares held of record by
The Conway
Foundation, of which Mr. Conway and his wife, Elaine Conway, are
the sole
directors. Mr. Conway disclaims beneficial ownership of any shares
held by
The Conway Foundation.
|
|
|
(8)
|
This
figure includes 2,966 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable
within 60
days. See footnote (1) above.
|
|
|
(9)
|
This
figure includes 2,953 Class A Common Shares issuable upon exercise
of
options which are currently exercisable or which will become exercisable
within 60 days. See footnote (1) above.
|
|
|
(10)
|
This
figure includes 16,643 Class A Common shares held of record by
the
Compensation Plan Trust.
|
|
|
(11)
|
This
figure includes 5,932 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable
within 60
days.
|
|
|
(12)
|
This
figure includes 5,906 Class A Common Shares issuable upon exercise
of
options which are currently exercisable or which will become exercisable
within 60 days.
|
COMPENSATION
DISCUSSION AND ANALYSIS
Following
is a discussion of the Company’s compensation programs for its Chief Executive
Officer, Chief Financial Officer and each of the other three most highly
compensated executive officers, constituting the only persons who served as
executive officers during the fiscal year ended October 31, 2007 (collectively,
the “named executive officers” or “NEOs”).
Overview
of Compensation for Named Executive Officers
The
Compensation Committee of the Board of Directors, which is composed entirely
of
independent directors, has primary responsibility for oversight of the Company’s
compensation programs. As more fully described under
“Corporate Governance and
Board
Matters”
above, the Committee’s responsibilities include reviewing the
Company’s overall compensation strategy to assure that it promotes shareholder
interests and supports the Company’s strategic objectives, reviewing and
approving corporate goals and objectives relevant to the compensation of the
Company’s Chief Executive Officer, evaluating the CEO’s performance in light of
those goals and objectives and establishing compensation for the Chief Executive
Officer. With respect to the other NEOs, the Compensation Committee considers
recommendations by the CEO and makes recommendations to the full Board of
Directors regarding their compensation.
Objectives
of Urstadt Biddle Properties Executive Compensation Program
The
Company’s executive compensation program is designed to accomplish the following
key objectives:
|
1.
|
Attract
individuals of top quality who possess the skills and expertise required
to lead the Company;
|
|
2.
|
Align
compensation with corporate strategy, business objectives and the
long-term interests of shareholders;
|
|
3.
|
Create
an incentive to increase shareholder value by providing a significant
percentage of compensation in the form of equity awards;
|
|
4.
|
Offer
the right balance of long-term and short-term compensation and incentives
to retain talented employees.
|
Elements
of the Executive Compensation Program
The
Company’s executive compensation program consists of five key
elements:
|
1.
|
Competitive
base salaries
|
|
4.
|
Company
provided benefits
|
|
5.
|
Termination
benefits in the event of a Change in Control
|
Base
Salaries
Each
of
the named executive officers receives a base salary which is evaluated annually.
The base salaries of the Chief Executive Officer and the Chief Operating Officer
are determined by the Compensation Committee. In determining the base salaries
of the other NEOs, the Committee relies heavily on input and recommendations
from the CEO, believing that, since the Chief Executive has daily interaction
with the other NEOs, he is well situated to provide valuable insight regarding
the respective contributions of all members of the executive management team.
The Committee’s recommendations regarding base salaries for all NEOs are
submitted to the Board of Directors for final approval.
Base
salaries constitute an essential element of the Company’s overall compensation
program and represent the minimum amount that a named executive officer will
receive in a particular year. Since the Company places significant emphasis
on
long-term equity incentives tied to the long-term performance of the Company,
as
described below, base salaries for the NEOs may represent only 20% to 50% of
total
compensation.
Base salaries are intended to be competitive with base salaries of executive
positions of comparable responsibility with similarly sized REITs which the
Committee believes are representative of the companies against which Urstadt
Biddle Properties competes for executive talent. Following the end of the fiscal
year and after considering a number of factors, including compensation survey
data for other REITs provided by the National Association of Real Estate
Investment Trusts, the Compensation Committee made its determinations and
recommendations regarding 2008 annual base compensation for the NEOs. Base
salaries for 2008 for Messrs. Urstadt, Moore, Biddle, Myers and Argila were
set
at $300,000, $240,000, $300,000, $190,000 and $177,000,
respectively.
Short-term
Rewards
The
Company believes that short term rewards, in the form of annual cash bonuses,
serve to link pay to performance and provide incentive to selected individuals
to help the Company attain longer term goals. Annual bonuses are considered
by
the Compensation Committee following the close of each fiscal year and are
paid
during the next quarter. The Committee has not established limits on the amount
of annual cash bonuses, but typically does not award bonuses in excess of 15%
of
an individual’s base compensation. The Committee believes that short-term
rewards in the form of cash bonuses to NEOs generally should reflect short-term
results and should take into consideration both the profitability and
performance of the Company and the performance of the individual, which may
include comparing such individual’s performance to the preceding year, reviewing
the breadth and nature of the NEO’s responsibilities and valuing special
contributions by each such individual. With respect to the Chief Executive
Officer and Chief Operating Officer, greater emphasis is placed on the
performance of the Company. In evaluating the short-term performance of the
Company, the Committee considers a variety of factors including, among others,
Funds From Operations (FFO), net income, growth in asset size, amount of space
under lease and total return to shareholders. The Company considers FFO to
be an
important measure of an equity REIT’s operating performance and has adopted the
definition suggested by the National Association of Real Estate Investment
Trusts (NAREIT) which defines FFO to mean net income computed in accordance
with
generally accepted accounting principles (GAAP), excluding gains or losses
from
sales of property, plus real estate related depreciation and amortization and
after adjustments for unconsolidated joint ventures. The Company considers
FFO
to be a meaningful, additional measure of operating performance because it
primarily excludes the assumption that the value of its real estate assets
diminishes predictably over time and industry analysts have accepted it as
a
performance measure. FFO does not represent cash flows from operating activities
in accordance with GAAP and should not be considered an alternative to net
income as an indication of the Company’s performance. In addition, FFO as
defined by the Company may not be comparable to similarly titled items reported
by other real estate investment trusts due to possible differences in the
application of the NAREIT definition used by such REITs. As described in the
discussion which follows concerning long-term incentive compensation, the
Committee declines to use specific performance formulas, believing that with
respect to Company performance, such formulas do not adequately account for
many
factors including, among others, the relative performance of the Company
compared to its competitors during variations in the economic cycle, and that
with respect to individual performance, such formulas are not a substitute
for
the subjective evaluation by the Committee of a wide range of management and
leadership skills of each of the NEOs.
The
Committee’s determination regarding cash bonuses to be awarded to the CEO and
COO and recommendations for cash bonuses to be paid to the other NEOs are
submitted to the Board of Directors for approval. The Summary Compensation
table
below includes bonuses paid to the NEOs in fiscal 2007. Such bonuses reflect
the
Committee’s assessment of the results of the prior year when, despite the
successful implementation of leasing and redevelopment initiatives and cost
cutting measures, FFO, net income and other important measures of short-term
performance remained nearly unchanged or declined from the preceding year.
As a
result, no bonuses were awarded to the Chief Executive Officer, the Chief
Operating Officer and two of the other NEOs for the fiscal year ended October
31, 2006.
At
its
meeting in November 2007, the Compensation Committee reviewed results for the
year ended October 31, 2007. Noting the Company’s strong performance using a
variety of measures including, among others, an increase in FFO of 28.5% (7.7%
excluding receipt of $6 million from the settlement of a lease guaranty
obligation relating to a former tenant) and an increase in the percentage of
occupied properties to 95%, the Committee awarded cash bonuses to Mr. Urstadt
and Mr. Biddle of $30,000 and $35,000, respectively and
recommended
bonuses, subsequently approved by the Board of Directors, for Messrs. Moore
and
Myers of $20,000 each. Such bonuses, paid in fiscal 2008, will be reflected
in
the Summary Compensation table included in next year’s proxy statement to
shareholders.
Long-term
Incentives
Of
the
five elements of the Company’s executive compensation program, the Company
places the greatest emphasis on equity incentives tied to the long-term
performance and profitability of the Company. This is accomplished through
grants under the Company’s Restricted Stock Award Plan, thus providing the
Company’s key executives with a direct incentive to improve the Company’s
performance and enhance shareholder value. The Restricted Stock Plan provides
that the recipient does not become vested in restricted stock until after a
specified time after it is issued. The Compensation Committee determines the
vesting period which may range between five and ten years after the date of
grant. The Committee recognizes that such time frames may be comparatively
long
when measured against similar types of incentive awards for executives of other
companies, but believes that awards that vest after five or more years, and
which become vested only at the end of their terms, and not ratably over their
terms, better reflect the longer term outlook of a real estate oriented company
and also better link the individual rewards to successful development and
implementation of long-term growth strategies that will benefit all
shareholders. Unless an exception is approved by the Committee, if the executive
leaves the Company prior to the end of the vesting period, other than by
retirement, death or disability, unvested stock is forfeited. The Company
believes that the restricted stock awards serve as both a reward for performance
and a retention device for key executives and help to align their interests
with
all shareholders.
The
Committee determines the long-term incentive awards for the CEO and COO and,
with input from such officers, makes recommendations to the Board of Directors
regarding similar awards for the other NEOs. In making its decisions, the
Committee does not use an established formula or focus on a specific performance
target. While measures such as FFO play an important part in the decision
making, the Committee also recognizes that often outside forces beyond the
control of management, such as economic conditions, changing retail and real
estate markets and other factors, may contribute to less favorable near term
results even when sound strategic decisions have been made to position the
Company for longer term profitability. Thus, the Committee also strives to
identify whether the CEO and COO are exercising the kind of judgment and making
the types of decisions that will lead to future growth and enhanced asset value,
even if the same are difficult to measure. For example, in determining
appropriate long-term incentive awards, the Committee considers, among other
matters, whether senior management has envisioned and executed strategies that
will provide adequate funding or appropriate borrowing capacity for future
growth, whether acquisition and leasing “pipelines” have been developed to
ensure a future stream of reliable and increasing revenues for the Company,
whether the selection of properties, tenants and tenant mix evidence appropriate
risk management, including risks associated with real estate markets and tenant
credit, and whether the administration of staff size and compensation
appropriately balances the current and projected operating requirements of
the
Company with the need to effectively control overhead costs.
The
Summary Compensation table set forth below includes the value of long-term
incentive awards made to the named executive officers during the fiscal year
ended October 31, 2007. Those grants were made in January 2007 and reflect
deliberations of the Compensation Committee, after consideration of the factors
described above, following the close of the prior fiscal year.
At
its
meeting in November 2007, the Compensation Committee considered results for
the
year ended October 31, 2007 and undertook its annual evaluation and
recommendations for changes in base compensation, annual bonuses and incentive
awards. The Committee awarded restricted stock to Mr. Urstadt in the amount
of
75,000 Common shares and 5,000 Class A Common shares, to Mr. Biddle in the
amount of 95,000 Common shares and 5,000 Class A Common shares and made
recommendations to the Board of Directors concerning grants to the other named
executive officers, all of which grants were effective as of January 2, 2008.
Mr. Biddle’s award vests after ten years. The awards to Mr. Urstadt and other
NEO’s vest after five years. All awards are subject to continued employment. In
making the awards, the Committee considered the factors cited above and noted
specific accomplishments, including: the strong increase in FFO noted above;
the
acquisition of two properties that added over 100,000 square feet of retail
space to the Company’s core portfolio; the acquisition of a limited partner’s
interest in property in Eastchester, NY to give the Company a 100% stake
in
this
70,000 square foot retail center; the acquisition of a 20% economic interest
in
a partnership that owns a retail/office property in Bronxville, NY; new leasing
initiatives that involved the construction of over 120,000 square feet of
pre-leased, new space in Stratford, Connecticut and White Plains, New York
on
formerly vacant or underutilized sites; the signing of a commitment letter
with
two major commercial banks for a new $50 million credit facility to facilitate
future strategic goals; and the successful refinancing of the Company’s largest
mortgage outstanding that will result in annual savings of over $1 million
in
interest expense.
Employee
Benefit Plans
The
Company maintains a variety of medical, dental, life and disability insurance
programs and a Profit Sharing and Savings Plan (“401(k) Plan”) for all of its
eligible full-time employees. The 401(k) Plan is administered by the
Compensation Committee and provides employees with an opportunity to accumulate
savings in a tax deferred plan through deferral of a portion of their
compensation and through discretionary Company contributions. Following the
end
of the fiscal year, the Compensation Committee approved discretionary
profit-sharing contributions for each participant’s account equal to five
percent (5%) of compensation (as defined) of eligible participants. In order
to
comply with certain limitations under the Internal Revenue Code of 1986, as
amended (the “Code Limitations”), amounts equal to the excess of such 5%
discretionary contribution, which would have been allocated to the respective
accounts for Messrs. Urstadt, Moore and Biddle under the 401(k) Plan for the
fiscal year ended October 31, 2007 absent the Code Limitations, were credited
to
an Excess Benefit Account for each such person under the Company’s Excess
Benefit and Deferred Compensation Plan. Amounts credited to the respective
accounts of each NEO in the 401(k) Plan and the Excess Benefit and Deferred
Compensation Plan appear in the Summary Compensation Table in the column titled
“All Other Compensation.”
Prior
to
the end of the fiscal year, the Company amended the 401(k) Plan effective
November 1, 2007. In order to create an incentive for employees to participate
in the amended plan and thereby realize maximum benefit of contributions that
the Company may make, the amended plan emphasizes Company contributions designed
to match, in such amounts as may be approved by the Compensation Committee
from
time to time, certain deferred compensation by eligible participants. For 2008,
the Compensation Committee fixed the Company’s contribution at 100% of eligible
participants’ elective deferrals that do not exceed 5% of eligible participant’s
compensation (as defined) under the amended plan.
Termination
Benefits in the event of a Change in Control
The
Company does not have employment agreements with any of the named executive
officers, but it has entered into change in control agreements with each of
the
NEOs pursuant to which each of the NEOs would be entitled to certain termination
benefits in the event that his employment is terminated for Good Reason or
by
the Company for any reason other than for Cause, within eighteen months
following a change in control. Each of the Change in Control Agreements has
an
indefinite term. Such agreements serve to provide the named executive officers
with an element of financial security and predictability should their employment
be terminated in the circumstances described above. Specific information
concerning the terms of the Change in Control agreements and a description
of
benefits payable to the NEOs in the event of a termination following a change
in
control can be found in the discussion and table below under the caption
Potential Payments on Termination
and Change in Control
.
COMPENSATION
COMMITTEE REPORT
The
Compensation Committee has reviewed and discussed the Compensation Discussion
and Analysis of the Company with management. Based on the review and
discussions, the Compensation Committee recommended to the Board of Directors,
and the Board of Directors approved, that the Compensation Discussion and
Analysis be included in this Proxy Statement.
Compensation
Committee:
E.
Virgil Conway,
Chairman
Robert
R.
Douglass
George
H.C.
Lawrence
SUMMARY
COMPENSATION TABLE
The
table
below summarizes all of the compensation paid or awarded to the named executive
officers in the fiscal year ended October 31, 2007.
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Total
|
Restricted
Stock
(1)
|
All
Other
Compensation
(2)
|
Total
|
Charles
J. Urstadt
|
2007
|
$295,000
(3)
|
$
0
|
$295,000
|
$
885,200
|
$14,750
|
$1,194,950
|
Chairman
and Chief
Executive
Officer
|
|
|
|
|
|
|
|
James
R. Moore
|
2007
|
$239,167
(3)
|
$
0
|
$239,167
|
$
238,625
|
$11,958
|
$
489,750
|
Executive
Vice President
and
Chief Finance Officer
|
|
|
|
|
|
|
|
Willing
L. Biddle
|
2007
|
$284,167
(3)
|
$
0
|
$284,167
|
$1,148,450
|
$14,208
|
$1,446,825
|
President
and Chief
Operating
Officer
|
|
|
|
|
|
|
|
Thomas
D. Myers
|
2007
|
$180,333
(3)
|
$13,500
|
$193,833
|
$
238,625
|
$
9,692
|
$ 442,150
|
Senior
Vice President,
Co-Counsel
and Secretary
|
|
|
|
|
|
|
|
Raymond
P. Argila
|
2007
|
$177,000
(3)
|
$
0
|
$177,000
|
$
0
|
$
8,850
|
$
185,850
|
Senior
Vice President
and
Co-Counsel
|
|
|
|
|
|
|
|
__________________
(1)
|
Amounts
shown represent the dollar value on the date of grant computed
in
accordance with FAS 123R disregarding any estimates based on forfeitures
relating to service-based vesting conditions. For information regarding
significant factors and assumptions used in the calculations pursuant
to
FAS 123R, see note 10 to the consolidated financial statements
included in
the Company’s Annual Report on Form 10-K for the fiscal year ended October
31, 2007.
|
|
|
(2)
|
Consists
of a discretionary contribution by the Company to the Company’s Profit
Sharing and Savings Plan (the “401(k) Plan”) allocated to an account of
the named executive officer and related excess benefit
compensation.
|
|
|
(3)
|
Changes
to salaries are made annually and are effective January 1 for the
ensuing
calendar year. The Board of Directors has approved 2008 base salaries
for
Messrs. Urstadt, Moore, Biddle, Myers and Argila in amounts of
$300,000,
$240,000, $300,000, $190,000 and $177,000,
respectively.
|
GRANTS
OF PLAN-BASED AWARDS
The
following table
summarizes information concerning restricted stock granted to the named
executive officers in the fiscal year ended October 31, 2007. Grants in fiscal
2007 were
based
on
performance in the preceding year.
|
|
All
Other Stock Awards:
Number
of
Shares
of Stock or Units
|
|
|
Name
|
Grant
Date
|
Common
Stock
(1)
|
Class
A
Common
Stock
(2)
|
All
Other
Option
Awards:
Number
of Securities
Underlying
Options ($/Sh)
|
Exercise
or
Base
Price of
Option
Awards ($/Sh)
|
Charles
J.Urstadt
|
2007
|
45,000
(3)
|
5,000
(3)
|
—
|
—
|
James
R. Moore
|
2007
|
—
|
12,500
(3)
|
—
|
—
|
Willing
L. Biddle
|
2007
|
60,000
(4)
|
5,000
(4)
|
—
|
—
|
Thomas
D. Myers
|
2007
|
—
|
12,500
(3)
|
—
|
—
|
Raymond
P. Argila
|
2007
|
—
|
—
|
—
|
—
|
(1)
|
The
grant date per share price was $17.55
|
|
|
(2)
|
The
grant date per share price was $19.09
|
|
|
(3)
|
Stock
subject to this award is scheduled to vest five years from the
date of
grant
|
|
|
(4)
|
Stock
subject to this award is scheduled to vest ten years from the date
of
grant
|
|
|
Recipients
of
restricted stock have the right to receive dividends declared and
other
distributions paid with respect to such stock as the same are declared
and
paid to shareholders with respect to the Common Stock and Class A
Common
Stock generally.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following table
presents information concerning the outstanding equity awards held by each
of
the named executive officers
as
of October 31,
2007.
|
|
Number
of
Shares
of
Stock
That
Have
Not
Vested
|
Market
Value
of
Shares of
Stock
That
Have
Not
Vested
$ (1)
|
Number
of
Shares
of
Stock
That
Have
Not
Vested
|
Market
Value
of
Shares of
Stock
That
Have
Not
Vested
$ (2)
|
Name
|
Grant
Date
|
Common
Stock
|
Common
Stock
|
Class
A
Common
Stock
|
Class
A
Common
Stock
|
Charles
J. Urstadt
|
1/2/1998
|
20,000
(3)
|
348,000
|
20,000
(3)
|
332,400
|
|
1/4/1999
|
15,000
(4)
|
261,000
|
15,000
(4)
|
249,300
|
|
1/4/2000
|
15,000
(4)
|
261,000
|
15,000
(4)
|
249,300
|
|
1/2/2003
|
65,000
(3)
|
1,131,000
|
5,000
(3)
|
83,100
|
|
1/2/2004
|
81,250
(4)
|
1,413,750
|
6,250
(4)
|
103,875
|
|
1/3/2005
|
75,000
(4)
|
1,305,000
|
6,250
(4)
|
103,875
|
|
1/3/2006
|
65,000
(5)
|
1,131,000
|
5,000
(5)
|
83,100
|
|
1/2/2007
|
45,000
(5)
|
783,000
|
5,000
(5)
|
83,100
|
|
|
|
|
|
|
James
R. Moore
|
1/2/2003
|
—
|
—
|
15,000
(3)
|
249,300
|
|
1/2/2004
|
—
|
—
|
15,000
(5)
|
249,300
|
|
1/3/2005
|
—
|
—
|
18,750
(4)
|
311,625
|
|
1/3/2006
|
—
|
—
|
17,250
(6)
|
286,695
|
|
1/2/2007
|
—
|
—
|
12,500
(5)
|
207,750
|
|
|
|
|
|
|
Willing
L. Biddle
|
1/2/1998
|
15,000
(3)
|
261,000
|
15,000
(3)
|
249,300
|
|
1/4/1999
|
20,000
(4)
|
348,000
|
20,000
(4)
|
332,400
|
|
1/4/2000
|
20,000
(4)
|
348,000
|
20,000
(4)
|
332,400
|
|
1/2/2003
|
93,750
(4)
|
1,631,250
|
6,250
(4)
|
103,875
|
|
1/2/2004
|
93,750
(4)
|
1,631,250
|
6,250
(4)
|
103,875
|
|
1/3/2005
|
100,000
(4)
|
1,740,000
|
5,000
(4)
|
83,100
|
|
1/3/2006
|
100,000
(4)
|
1,740,000
|
5,000
(4)
|
83,100
|
|
1/2/2007
|
60,000
(4)
|
1,044,000
|
5,000
(4)
|
83,100
|
|
|
|
|
|
|
Thomas
D. Myers
|
1/2/1998
|
5,000
(3)
|
87,000
|
5,000
(3)
|
83,100
|
|
1/4/1999
|
2,000
(4)
|
34,800
|
2,000
(4)
|
33,240
|
|
1/4/2000
|
2,000
(4)
|
34,800
|
2,000
(4)
|
33,240
|
|
1/2/2003
|
—
|
—
|
7,200
(7)
|
119,664
|
|
1/2/2004
|
—
|
—
|
7,500
(4)
|
124,650
|
|
1/3/2005
|
—
|
—
|
12,500
(4)
|
207,750
|
|
1/3/2006
|
—
|
—
|
15,000
(4)
|
249,300
|
|
1/2/2007
|
—
|
—
|
12,500
(5)
|
207,750
|
|
|
|
|
|
|
Raymond
P. Argila
|
1/2/2003
|
—
|
—
|
4,000
(3)
|
66,480
|
|
1/2/2004
|
—
|
—
|
4,500
(5)
|
74,790
|
|
1/3/2005
|
—
|
—
|
5,500
(5)
|
91,410
|
|
1/3/2006
|
—
|
—
|
2,000
(5)
|
33,240
|
________________
(1)
|
Market
value based on closing price of Common Stock on October 31, 2007
of $17.49
per share
|
|
|
(2)
|
Market
value based on closing price of Class A Common Stock on October
31, 2007
of $16.62 per share
|
|
|
(3)
|
Restricted
stock that vested on January 2, 2008
|
|
|
(4)
|
Stock
scheduled to vest ten years after the grant date
|
|
|
(5)
|
Stock
scheduled to vest five years after the grant date
|
|
|
(6)
|
Stock
scheduled to vest eight years after the date of grant
|
|
|
(7)
|
Stock
scheduled to vest nine years after the date of
grant
|
OPTION
EXERCISES AND STOCK VESTED
The
following table sets forth certain information for each of the named executive
officers concerning restricted stock awards that vested in the fiscal year
ended
October 31, 2007. The value realized is based on the closing price of the shares
on the vesting date.
|
Stock
Awards
Common
Stock
|
Stock
Awards
Class
A Common Stock
|
Name
|
Number
of Shares
Acquired
on Vesting
|
Value
Realized
on
Vesting ($)
|
Number
of Shares
Acquired
on Vesting
|
Value
Realized
on
Vesting ($)
|
Charles
J. Urstadt
|
70,000
(1)
|
$1,233,750
|
20,000
(2)
|
$375,500
|
James
R. Moore
|
—
|
—
|
12,000
(3)
|
$229,080
|
Willing
L. Biddle
|
75,000
(4)
|
$1,323,250
|
25,000
(5)
|
$468,850
|
Thomas
D. Myers
|
2,500
(6)
|
$
44,750
|
8,500
(7)
|
$161,215
|
Raymond
P. Argila
|
—
|
—
|
4,000
(3)
|
$
76,360
|
(1)
|
Includes
15,000 shares granted on March 12, 1997 which vested on March 12,
2007 and
55,000 shares granted on January 2, 2002 which vested on January
2,
2007.
|
|
|
(2)
|
Includes
15,000 shares granted on March 12, 1997 which vested on March 12,
2007 and
5,000 shares granted on January 2, 2002 which vested on January
2,
2007.
|
|
|
(3)
|
Shares
granted on January 2, 2002 which vested on January 2,
2007.
|
|
|
(4)
|
Includes
20,000 shares granted on March 12, 1997 which vested on March 12,
2007 and
55,000 shares granted on January 2, 2002 which vested on January
2,
2007.
|
|
|
(5)
|
Includes
20,000 shares granted on March 12, 1997 which vested on March 12,
2007 and
5,000 shares granted on January 2, 2002 which vested on January
2,
2007.
|
|
|
(6)
|
Shares
granted on March 12, 1997 which vested on March 12,
2007.
|
|
|
(7)
|
Includes
2,500 shares granted on March 12, 1997 which vested on March 12,
2007 and
6,000 shares granted on January 2, 2002 which vested on January
2,
2007.
|
NON-QUALIFIED
DEFERRED COMPENSATION
Effective
since November 1996, the Company has maintained the Urstadt Biddle Properties
Inc. Excess Benefit and Deferred Compensation Plan (as amended, the “Original
Plan”). In response to changes required by the American Jobs Creation Act of
2004, in December 2004 the Directors voted to freeze the Original Plan and
adopted a new Excess Benefit and Deferred Compensation Plan (the “Revised
Plan”), effective January 1, 2005. The Original Plan was (for the period through
December 31, 2004), and the Revised Plan is (for the period after December
31,
2004), intended to provide eligible employees with benefits in excess of the
amounts which may be provided under the Company’s 401(k) Plan and to provide
such employees with the opportunity to defer receipt of a portion of their
compensation. Participation is limited to those employees who earn above a
certain limit, currently $150,000. The Original Plan provided, and the Revised
Plan currently provides, that a participant is credited with an amount equal
to
the contributions which would have been credited to the participant if the
applicable compensation limitation under the 401(k) Plan did not
apply.
Amounts
credited under the Original Plan and the Revised Plan vest under the same rules
as under the 401(k) Plan. In addition, each Participant may elect to defer
the
receipt of a portion of his or her compensation until a later date. Amounts
credited under the Original Plan and the Revised Plan are increased with
interest at a rate set from time to time by the Compensation Committee. For
the
fiscal year ended October 31, 2007, the Company paid interest on deferred
compensation accounts at a rate based upon the rate of interest applicable
to
United States Five Year Treasury Notes plus two percent. Following a
participant’s retirement or severance of employment with the Company, amounts in
either Plan attributable to such participant are paid either in a lump sum
or
over a period of up to ten years, based upon a previously made election by
the
participant. In the event of a change of control (as defined in each Plan),
the
Compensation Committee may in its discretion accelerate the vesting of benefits
under either Plan.
Each
of
the Original Plan and the Revised Plan provide for a trust to hold funds
allocated under the respective Plan. Members of the Compensation Committee
act
as trustees of each trust. Eligible participants in the Original Plan (for
the
period through December 31, 2004) and eligible participants in the Revised
Plan
(for the period after December 31, 2004) may elect to have all or a portion
of
their deferred compensation accounts in the applicable Plan invested in the
Company’s Class A Common Stock, Common Stock or such other securities as may be
purchased by the trustees in their discretion.
The
table
below provides information on the non-qualified deferred compensation of each
of
the named executive officers.
NON-QUALIFIED
DEFERRED COMPENSATION
Name
|
Executive
Contributions
in
Last FY ($)
|
Registrant
Contributions
in
Last FY ($)
|
Aggregate
Earnings
in
Last FY ($)
|
Aggregate
Withdrawals
in
Last FY ($)
|
Aggregate
Balances
at
Last FYE ($)
|
Charles
J. Urstadt
|
$
0
|
$16,250
|
$12,327
|
$31,853
|
$251,095
|
James
R. Moore
|
$20,000
|
$
2,208
|
$40,648
|
$25,357
|
$805,064
|
Willing
L. Biddle
|
$
0
|
$
4,958
|
$
4,110
|
$
5,609
|
$
85,093
|
Thomas
D. Myers
|
$
0
|
$
0
|
$
0
|
$
0
|
$ 0
|
Raymond
P. Argila
|
$
0
|
$
0
|
$
2,442
|
$
0
|
$
49,288
|
POTENTIAL
PAYMENTS ON TERMINATION AND CHANGE IN CONTROL
Termination
Absent a Change in Control
The
Company does not have employment agreements with any of the named executive
officers. Employment is “at will” and generally upon termination of employment,
except in the event of death or disability, the employee is not entitled to
any
severance, cash compensation, medical or other benefits, whether termination
is
with or without cause. In the event of termination of employment due to death
or
disability, any unvested restricted stock would become fully vested. For Messrs.
Urstadt, Moore, Biddle, Myers and Argila, the value of their unvested restricted
stock as of October 31, 2007 was $7,921,800, $1,304,670, $10,114,650, $1,215,294
and $265,920, respectively (see table at page 23). In addition, with respect
to
Mr. Urstadt only, since he has attained the age of 65, some of his unvested
restricted stock would continue to vest following his voluntary retirement,
as
if retirement had not occurred. Such grants are contingent upon his agreement,
for the balance of the applicable vesting period, not to accept employment
or
provide services to any organization other than the Company that is engaged
primarily in the ownership and/or management or brokerage of shopping centers
in
the Company’s Metropolitan Statistical Area. The value of unvested restricted
stock that Mr. Urstadt would be eligible to receive, had retirement occurred
as
of October 31, 2007, is $5,985,950.
Termination
following a Change in Control
The
Company has entered into Change in Control Agreements (“Agreements”) with each
of the NEOs. Under their respective Agreements, each of the NEOs would be
entitled to certain termination benefits in the event that his employment is
terminated for Good Reason or by the Company for any reason other than for
Cause, within eighteen months following a Change in Control. Each of the Change
in Control Agreements has an indefinite term. Termination for Good Reason
includes, but is not limited to, voluntary termination of employment by the
named executive officer within 180 days following the occurrence of any of
the
following: (i) a change in the NEO’s authority, duty or responsibilities which
represent a material diminution in his authority, duties or responsibilities
prior to the Change in Control; (ii) a material reduction in the NEO’s base
salary below the level that existed preceding the Change in Control; (iii)
a
relocation of the NEO outside a 50 mile radius of the NEO’s work site at the
date such agreement was signed; (iv) the sale or other disposition by the
Company of more than 50% of the assets of the Company over which the NEO has
authority to any “person” as that term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended; or (v) other material breach by
the
Company of the terms of the Change in Control Agreement. Termination for Cause
means termination of employment by the Company because of dishonesty, conviction
of a felony, gross neglect of duties or conflict of interest which, in the
case
of gross neglect or conflict of interest, continues for thirty days after
written notice by the Company to the employee requesting cessation of such
gross
neglect or conflict.
Termination
Benefits
In
the
event a named executive officer becomes eligible for termination benefits as
provided above, such benefits would include the following: (i) a cash payment,
to be made within forty-five days after such termination, equal to 12 months
of
the NEO’s base salary (exclusive of any bonus or other benefit) in effect at the
date of the Change in Control; and (ii) the Company would be obligated to
maintain, for a period of twelve months after termination (the “Benefits
Period”), all life insurance, disability, medical and other benefit programs to
which the NEO and his family were entitled at the date of the Change in Control
or, in the event the continued participation of the NEO and his family in such
programs is not possible, to arrange for similar benefits. The termination
benefits also would include a lump sum cash payment to the NEO within forty-five
days of such termination in lieu of Company contributions on behalf of the
NEO
to which the NEO otherwise would be entitled during the Benefits Period under
the Company’s Profit Sharing and Savings Plan. In the event of a named executive
officer’s termination of employment following a Change in Control, the
Compensation Committee has the authority to accelerate the time at which
restrictions will lapse or to remove any restrictions applicable to awards
of
restricted stock under the Company’s Restricted Stock Award Plan.
The
table
below sets forth the compensation payable to each of the named executive
officers in the event of termination following a Change in Control. The amounts
are estimates only and assume that a Change in Control occurred on October
31,
2007. Actual amounts to which the NEO would be entitled would depend upon his
actual compensation, value of benefits and restricted stock outstanding as
of
the date of the Change in Control.
TERMINATION
OF EMPLOYMENT IN CONNECTION WITH CHANGE IN CONTROL
Name
|
|
Cash
Compensation
|
|
|
Continuation
of
Medical
and
Insurance
Benefits
(1)
|
|
|
Other
Benefits
(2)
|
|
|
Acceleration
of
Equity
Awards
(3)
|
|
|
Total
Termination
Benefits
|
|
Charles
J. Urstadt
|
|
$
|
295,000
|
|
|
$
|
19,011
|
|
|
$
|
14,750
|
|
|
$
|
7,921,800
|
|
|
$
|
8,250,561
|
|
James
R. Moore
|
|
$
|
240,000
|
|
|
$
|
16,414
|
|
|
$
|
12,000
|
|
|
$
|
1,304,670
|
|
|
$
|
1,573,084
|
|
Willing
L. Biddle
|
|
$
|
285,000
|
|
|
$
|
14,956
|
|
|
$
|
14,250
|
|
|
$
|
10,114,650
|
|
|
$
|
10,428,856
|
|
Thomas
D. Myers
|
|
$
|
181,000
|
|
|
$
|
16,507
|
|
|
$
|
9,050
|
|
|
$
|
1,215,294
|
|
|
$
|
1,421,851
|
|
Raymond
P. Argila
|
|
$
|
177,000
|
|
|
$
|
15,302
|
|
|
$
|
8,850
|
|
|
$
|
265,920
|
|
|
$
|
467,072
|
|
________________
(1)
|
Represents
an estimate of the cost to provide for one year continued life
insurance,
disability, medical and other benefit programs in which the named
executive officer is participating or to which he is
entitled.
|
(2)
|
Represents
a cash payment to the named executive officer in lieu of Company
contributions on behalf of the NEO under the Company’s Profit Sharing and
Savings Plan.
|
(3)
|
Under
the Company’s Restricted Stock Award Plan, the Compensation Committee
administers the Plan and has the authority to accelerate the
time at which
the restrictions will lapse or to remove any such restrictions
upon the
occurrence of a Change in Control. Amounts in the table assume
that any
restrictions upon vesting have been removed.
|
DIRECTOR
COMPENSATION
For
the
year ended October 31, 2007, other than Messrs. C.J. Urstadt and Biddle, each
Director received an annual retainer of $20,000, compensation of $1,600 for
each
Board of Directors meeting and each committee meeting attended in person and
compensation of $800 for each Board of Directors meeting and each committee
meeting attended telephonically. The Chairmen of the Audit Committee,
Compensation Committee and the Nominating and Corporate Governance Committee
each received an additional annual retainer of $3,000. The Compensation
Committee also awarded each non-employee Director 800 restricted shares of
common stock which, at the election of each Director, could be any combination
of Class A Common Stock and Common Stock. Messrs. C.J. Urstadt and Biddle,
who
are officers and full-time employees of the Company, do not receive separate
compensation for service as Directors or committee members.
Base
compensation for non-employee Directors has remained unchanged for three years.
Recognizing this and the increased demands placed upon Directors of public
companies today, at its meeting in December 2007, the Board of Directors
approved an increase in fees to Directors, effective January 1, 2008, as
follows: Annual Retainer of $22,000; Additional Retainer for Committee Chairs
of
$3,300; Attendance Fee at Director Meetings of $1,700 for participation in
person and of $850 for participation via teleconference. The Board also awarded
each non-employee Director 900 restricted shares of Common Stock which, at
the
election of each Director, could be any combination of Class A Common Stock
and
Common Stock.
The
compensation table below summarizes the compensation paid to members of the
Board of Directors during the fiscal year ended October 31, 2007.
DIRECTOR
COMPENSATION
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
E.
Virgil Conway
|
35,600
(2)
|
15,272
|
—
|
—
|
—
|
—
|
50,872
|
Robert
R. Douglass
|
34,200
(3)
|
15,272
|
—
|
—
|
—
|
—
|
49,472
|
Peter
Herrick
|
35,200
|
15,272
|
—
|
—
|
—
|
—
|
50,472
|
George
H.C. Lawrence
|
31,200
|
15,272
|
—
|
—
|
—
|
—
|
46,472
|
Robert
J. Mueller
|
34,200
(4)
|
15,272
|
—
|
—
|
—
|
—
|
49,472
|
Charles
D. Urstadt
|
26,400
|
14,040
|
—
|
—
|
—
|
—
|
40,440
|
George
J. Vojta
|
35,200
|
15,272
|
—
|
—
|
—
|
—
|
50,472
|
(1)
|
As
described under Director Compensation above, the Compensation Committee
awarded each non-employee Director 800 restricted shares of common
stock
which, at the election of each Director, could be any combination
of Class
A Common Stock and Common Stock. Except for Charles D. Urstadt,
who
elected to receive such award in restricted Common Stock, all of
the
Directors elected to receive such award in restricted Class A Common
Stock. The value of the award was computed in accordance with FAS
123(R)
and is based upon the closing price of the applicable stock on
the grant
date ($17.55 per share for Common Stock and $19.09 per share for
Class A
Common Stock).
|
(2)
|
Includes
two additional retainers of $3,000 each, which Mr. Conway received
as
Chair of the Compensation Committee for calendar 2006 and 2007,
both
retainers having been paid during the fiscal year ended October
31,
2007.
|
(3)
|
Includes
additional retainer of $3,000 which Mr. Douglass received as Chair
of the
Nominating and Corporate Governance Committee.
|
(4)
|
Includes
additional retainer of $3,000 which Mr. Mueller received as Chair
of the
Audit Committee.
|
STOCK
OPTION PLAN
Previously,
the Company maintained a Stock Option Plan pursuant to which certain shares
of
the Company’s authorized but unissued Common Stock and Class A Common Stock were
reserved for issuance upon the exercise of options which have been granted
under
the Plan. The persons eligible to participate in the Plan were key employees
of
the Company, selected from time to time by the Compensation Committee in its
discretion, and non-employee Directors. The Plan is administered by the
Compensation Committee.
No
grants
of stock options have been made under the Stock Option Plan since 2000. At
its
quarterly meeting on December 13, 2006, the Board of Directors approved the
termination of the Plan, subject to the rights of holders of options which
have
been issued, but which remain outstanding. The only remaining options
outstanding are held by two of the Company’s Directors as reported in notes 8
and 9 in the table of stock ownership by Directors and Officers that appears
on
page 13.
REPORT
OF AUDIT COMMITTEE
The
Audit
Committee of the Company’s Board of Directors consists of the three non-employee
directors listed below. Each of the members of the Audit Committee is
independent, as such term is defined by the listing standards of the New York
Stock Exchange (as amended from time to time). The Company’s Board of Directors
has adopted a written charter for the Audit Committee, a copy of which may
be
viewed on the Company’s website at http://www.ubproperties.com under “Investor
Relations” and “Governance Documents”. The duties of the Audit Committee are
summarized in this proxy statement on page 4 and are more specifically set
forth
in the charter. During the last fiscal year, the Audit Committee reviewed the
adequacy of the Audit Committee Charter and, after appropriate consideration
and
discussion, determined that the Committee Charter is adequate under applicable
SEC and NYSE rules and that the Committee had fulfilled its responsibilities
as
described in the Committee Charter.
During
the last year, the Audit Committee met regularly with, and received periodic
updates from, management, PKF, the Company’s independent registered public
accounting firm, and Berdon, LLP, which provided internal audit services to
the
Company, to ensure management’s maintenance of an effective system of internal
controls over financial reporting. The Audit Committee reviewed PKF’s “Report of
Independent Registered Public Accounting Firm” included in the Company’s Annual
Report on Form 10-K related to its audit of (i) the Company’s consolidated
financial statements, and (ii) the effectiveness of the Company’s internal
control over financial reporting.
The
Audit
Committee also reviewed and discussed with management and the independent
registered public accounting firm, the disclosures made in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
the audited financial statements included in the Company’s Annual Report on Form
10-K for the fiscal year ended October 31, 2007. This review included a
discussion with the independent registered public accounting firm of the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants.
The
Audit
Committee has received and reviewed the written disclosures and the letter
from
the independent registered public accounting firm required by Rule 3600T of
the
Public Company Accounting Oversight Board which adopts on an interim basis
Independence Standard’s Board Standard No. 1, Independence Discussions with
Audit Committees, as amended, relating to independence with audit committees,
and has discussed with the independent registered public accounting firm their
independence from the Company and its management. The Audit Committee considered
whether (and determined that) the provision by PKF of the services described
below under “Fees Billed by Independent Registered Public Accounting Firm” is
compatible with PKF’s independence from both management and the
Company.
In
reliance upon the review and discussions referred to above and the report of
PKF, the Audit Committee recommended to the Board of Directors that the
financial statements referred to above be included in the Company’s Annual
Report on Form 10-K for the year ended October 31, 2007, for filing with the
SEC.
Among
its
responsibilities, the Audit Committee has sole authority to retain, set the
terms of engagement of, evaluate and, when appropriate, replace the independent
registered public accounting firm and persons responsible for the Company’s
internal audit function. As described in Proposal 2 in this proxy statement,
the
Audit Committee has appointed PKF to audit the financial statements of the
Company for the ensuing fiscal year and recommends to the stockholders that
such
appointment be ratified. The Audit Committee also has engaged Berdon LLP,
certified public accountants and advisors, to provide internal audit services
for the Company in 2008. Berdon LLP provided internal audit services for the
Company during the year ended October 31, 2007.
Audit
Committee:
Robert
J.
Mueller, Chairman
Peter
Herrick
George
J.
Vojta
This
report shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except
to
the extent the Company specifically incorporates this report by reference,
and
shall not otherwise be deemed filed under such Acts.
FEES
BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
SEC
requires disclosure of the fees billed by the Company’s independent registered
public accounting firm, for certain services. For the fiscal year ended October
31, 2007, PKF served as the Company’s independent registered public accounting
firm. The following table sets forth the aggregate fees billed by PKF during
the
fiscal years ended October 31, 2007 and 2006, respectively.
|
FY
Ended 10/31/07
|
FY
Ended 10/31/06
|
Fees
Billed:
|
|
|
Audit
Fees
|
$308,000
|
$293,500
|
Audit-Related
Fees
|
$
5,000
|
$
0
|
Tax
Fees
|
$
21,000
|
$
12,055
|
All
Other Fees
|
$
0
|
$
0
|
Total
|
$334,000
|
$305,555
|
Audit
Fees
include amounts
billed to the Company related to the audit of the consolidated financial
statements of the Company and for quarterly reviews for that year. For the
fiscal year ended October 31, 2007, this amount included $233,000 for the audit
and quarterly reviews of the Company’s financial statements and $75,000 for the
audit of the effectiveness of the Company’s internal control over financial
reporting.
Audit-Related
Fees
include
amounts billed to the Company for services rendered in connection with required
audits of registration statements during the year.
Tax
Fees
include amounts
billed to the Company primarily for tax planning and consulting, tax compliance
and a review of federal and state income tax returns for the Company and its
consolidated joint ventures.
All
Other Fees —
there were
no fees billed or incurred related to other fees or financial information
systems design and implementation.
Audit
Committee Pre-Approval Policy
During
the fiscal year ended October 31, 2007, the Audit Committee approved, prior
to
engagement, all audit and non-audit services provided by the Company’s
independent registered public accounting firm and all fees to be paid for such
services. The Audit Committee has pre-approved all audit services to be provided
by the Company’s independent registered public accounting firm related to
reviews of the Company’s quarterly financial reports on Form 10-Q for the year
ending October 31, 2008. All other services are considered and approved on
an
individual basis.
Fees
Paid in Connection with Internal Audit Services
In
addition to the fees enumerated above which were paid to the Company’s
independent registered public accounting firm during the year ended October
31,
2007, the Company incurred fees of approximately $273,000 to Berdon, LLP for
internal audit services.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Annually,
the Company’s Secretary obtains written statements from each of the Directors
and all officers of the Company to determine if any Directors, officers or
their
immediate family members have a direct or indirect material interest in
relationships and transactions in which the Company and any such persons are
participants. All responses from the Directors are forwarded to the Governance
Committee for review. Responses from officers of the Company are reviewed by
the
Secretary and forwarded to the Governance Committee if related party
transactions are disclosed or suspected. Related party transactions means
transactions involving at least $120,000 in which the Company is a participant
and in which a related party has a direct or indirect material interest. While,
the Company does not have specific written standards for approving related
party
transactions, such transactions are only approved by the Governance Committee
if
the Committee believes the transaction is in the best interests of the Company
and its shareholders. As of the date
two
weeks
prior to the date of this proxy statement (the most recent practicable date),
the Company was not aware of any related party transactions, except as follows:
Willing L. Biddle, the Company’s President, is the son-in-law of Charles J.
Urstadt, the Company’s Chief Executive Officer. Charles D. Urstadt, a director
of the Company, is the son of Charles J. Urstadt and the brother-in-law of
Willing L. Biddle. In the preceding year, Charles D. Urstadt received
compensation from the Company for services rendered as a director, all of which
is reported in the table above titled “Director Compensation.” The compensation
of Messrs. C.J. Urstadt and Biddle is reported in the “Summary Compensation
Table.” Prior to the effective date of the Sarbanes-Oxley Act, Mr. Biddle
executed a full recourse promissory note equal to the purchase price of shares
acquired upon exercise of stock options. The note bore interest at 6.78% and
was
scheduled to mature in 2012. The highest principal balance of the note
outstanding at any time during the year, and the balance at October 31, 2007,
was $1,300,000. The note was fully repaid in December 2007.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Directors and officers, and persons
who
own more than 10% of a registered class of the Company’s equity securities, to
file initial reports of ownership and reports of changes in ownership of such
equity securities with the SEC. Such persons also are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that, with respect to the period from November 1, 2006 through October
31, 2007, its Directors, officers and greater than 10% beneficial owners
complied with all Section 16(a) filing requirements.
SOLICITATION
OF PROXIES AND VOTING PROCEDURES
The
cost
of soliciting proxies will be borne by the Company. In addition to solicitation
by mail, solicitations also may be made by personal interview, facsimile
transmission or telephone. Directors and officers of the Company may participate
in such solicitation and will not receive additional compensation for such
services. Arrangements will be made with custodians, nominees and fiduciaries
for forwarding of proxy solicitation material to beneficial owners of Class
A
Common Shares and Common Shares and the Company will reimburse such custodians,
nominees and fiduciaries for reasonable expenses incurred in connection
therewith.
The
presence, either in person or by properly executed proxy, of a majority of
the
Company’s outstanding Class A Common Shares and Common Shares is necessary to
constitute a quorum at the Annual Meeting. Each Common Share outstanding on
the
Record Date entitles the holder thereof to one vote and each Class A Common
Share outstanding on the Record Date entitles the holder thereof to 1/20 of
one
vote. An automated system administered by the Company’s transfer agent tabulates
the votes.
The
election of the Directors, the ratification of the appointment of the Company’s
independent registered public accounting firm and the amendment of the Company’s
Restricted Stock Award Plan each requires the affirmative vote of a majority
of
the total combined voting power of all classes of stock entitled to vote and
present, in person or by properly executed proxy, at the Annual Meeting.
Abstentions will thus be the equivalent of negative votes and broker non-votes
will have no effect with respect to such proposals, as any Class A Common Shares
or Common Shares subject to broker non-votes will not be present and entitled
to
vote with respect to any proposal to which the broker non-vote
applies.
Each
of
the Proposals presented to the Company at the Annual Meeting is being presented
as a separate and independent Proposal and no Proposal is conditioned upon
adoption or approval of any other Proposal.
AVAILABLE
INFORMATION
The
Company is subject to the informational requirements of the Exchange Act, and
in
accordance therewith files reports, proxy statements and other information
with
the SEC. Such reports, proxy statements and other information may be inspected
without charge at the principal office of the SEC, 100 F Street, N. E.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
at
prescribed rates from the SEC’s Public Reference Section at such address.
Information on the operation of the Public Reference Section may be obtained
by
calling the SEC at 1-800-SEC-0330. The SEC maintains a World Wide Web site
on
the Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. Such reports, proxy and information statements and other
information also can be inspected at the office of the New York Stock Exchange,
Inc., 20 Broad Street, New York, NY 10005.
The
Company’s Annual Report to Stockholders for the fiscal year ended October 31,
2007 (which is not part of the Company’s proxy soliciting materials) has been
mailed to the Company’s stockholders with or prior to this proxy statement. A
copy of the Company’s Annual Report on Form 10-K, without exhibits, will be
furnished without charge to stockholders upon request to:
Thomas
D. Myers, Secretary
Urstadt
Biddle Properties Inc.
321
Railroad Avenue
Greenwich,
CT 06830
The
Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics
and the Charters for each of the Audit Committee, Compensation Committee and
the
Nominating and Corporate Governance Committee are available on the Company’s
website at http://www.ubproperties.com and are available in print to any
stockholder upon request to the corporate secretary at the address set forth
above.
CONTACTING
THE BOARD OF DIRECTORS
Shareholders
and other interested parties who desire to contact the Company’s Board of
Directors may do so by writing to: Board of Directors, c/o Secretary, Urstadt
Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830. Communications
received will be distributed to the Chairperson of the appropriate committee
of
the Board depending on the facts and circumstances outlined in the
communication. Shareholders also may direct communications solely to the
non-management Directors of the Company by addressing such communications to
the
Non-Management Directors, c/o Secretary, at the address set forth above. In
addition, the Board of Directors maintains special procedures for the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and for the
submission by employees of the Company, on a confidential and anonymous basis,
of concerns regarding questionable accounting or auditing matters. Such
communications may be made by writing to the Audit Committee of the Board of
Directors, c/o Secretary, at the address set forth above. Any such communication
marked “confidential” will be forwarded by the Secretary, unopened, to the
Chairman of the Audit Committee.
OTHER
MATTERS
The
Directors know of no other business to be presented at the Annual Meeting.
If
other matters properly come before the Meeting in accordance with the Articles
of Incorporation, the persons named as proxies will vote on them in accordance
with their best judgment.
The
Company encourages, but does not require, that members of its Board of Directors
attend the Annual Meeting of Stockholders. Eight of the Company’s nine Directors
attended the Annual Meeting of Stockholders held March 8, 2007.
Any
stockholder who intends to present a stockholder proposal for consideration
at
the Company’s 2009 Annual Meeting of Stockholders by utilizing Rule 14a-8 under
the Exchange Act, must comply with the requirements as to form and substance
established by the SEC for such proposals to be included in the Company’s proxy
statement for such Annual Meeting and such proposals must be received by the
Company by October 8, 2008.
Any
stockholder who intends to present a stockholder proposal for consideration
at
the Company’s 2009 Annual Meeting of Stockholders without complying with Rule
14a-8 or who intends to make a nomination for election to the Company’s Board of
Directors at the 2009 Annual Meeting of Stockholders, must comply with certain
advance notification requirements set forth in the Company’s bylaws. The
Company’s bylaws provide, in part, that any proposal for stockholder action, or
nomination to the Board of Directors, proposed other than by the Board of
Directors, must be received by the Company in writing, together with specified
accompanying information, at least 75 days prior to an annual meeting in order
for such action to be considered at the meeting. The year 2009 Annual Meeting
of
Stockholders is currently anticipated to be held on March 12, 2009. Any notice
of intent to consider other matters and/or nominees, and related information,
therefore must be received by the Company by December 29, 2008. The purpose
of
the bylaw is to assure adequate notice of, and information regarding, any such
matter as to which shareholder action may be sought.
You
are
urged to complete, date, sign and return your proxy card promptly to make
certain your Shares will be voted at the Annual Meeting, even if you plan to
attend the meeting in person. If you desire to vote your Shares in person at
the
meeting, your proxy may be revoked. For your convenience in returning the proxy
card, a pre-addressed and postage paid envelope has been enclosed.
YOUR
PROXY IS IMPORTANT
WHETHER
YOU OWN FEW OR MANY SHARES.
PLEASE
DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD TODAY.
This
page is intentionally left blank.
APPENDIX
A
URSTADT
BIDDLE PROPERTIES INC.
DIRECTOR
INDEPENDENCE STANDARDS
For
a
Director to be considered independent, the Board must affirmatively determine
that such Director does not have any direct or indirect material relationship
with the Company. As used herein, the term “immediate family member” includes a
person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons
and daughters-in-law, brothers and sisters-in-law and anyone (other than
domestic employees) who shares such person’s home. In addition to the foregoing,
a Director will not be independent if:
|
(a)
|
the
Director is, or has been within the last three years, an employee
of the
Company;
|
|
(b)
|
an
immediate family member of the Director is, or has been within the
last
three years, an executive officer of the Company;
|
|
(c)
|
the
Director or an immediate family member of the Director has received,
during any twelve-month period within the last three years, more
than
$100,000 in direct compensation from the Company, other than director
and
committee fees and pension or other forms of deferred compensation
for
prior service (provided such compensation is not contingent in any
way on
continued service);
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(d)
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(i)
the Director or an immediate family member of the Director is a current
partner of a firm that is the Company’s internal or external auditor; (ii)
the Director is a current employee of such a firm; (iii) the Director
has
an immediate family member who is a current employee of such a firm
and
who participates in the firm’s audit, assurance or tax compliance (but not
tax planning) practice; or (iv) the Director or an immediate family
member
of the Director was within the last three years (but is no longer)
a
partner or employee of such a firm and personally worked on the Company’s
audit within that time;
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(e)
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the
Director, or an immediate family member of the Director is, or has
been
within the last three years, employed as an executive officer of
another
company where any of this Company’s present executive officers at the same
time serves or served on that company’s compensation committee; or
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(f)
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the
Director is a current employee, or an immediate family member of
a
Director is a current executive officer, of a company that has made
payments to, or received payments from, this Company for property
or
services in an amount which, in any of the last three fiscal years,
exceeds the greater of $1 million, or 2% of such other company’s
consolidated gross revenues.
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A-1
URSTADT
BIDDLE PROPERTIES INC.
AMENDED
AND RESTATED RESTRICTED STOCK AWARD PLAN
1.
Purposes
This
Amended and Restated Restricted Stock Award Plan (the “Plan”) amends and
restates the Urstadt Biddle Properties Inc. Amended and Restated Restricted
Stock Award Plan dated December 9, 1999 (the “First Amended Plan”) which amended
the Urstadt Biddle Properties Inc. Restricted Stock Award Plan, dated March
12,
1997 (the “Original Plan”). The purposes of the Plan are to promote
the long-term growth of Urstadt Biddle Properties Inc. (the “Company”) by
attracting, retaining and motivating executive management and non-employee
directors possessing outstanding ability and to further the identity of
Participants’ interest with those of the shareholders of the Company through
stock ownership opportunities.
2.
Definitions
The
following terms shall have the following meanings:
o
“
Award
”
means
an award of
Restricted Stock granted under the provisions of the Plan.
o
“Board”
means the Board of
Directors of Urstadt Biddle Properties Inc.
o
“
Class
A Common Stock”
means
the Class A Common Stock, par value $.01 per share, of the Company.
o
“Committee”
means the
Compensation Committee of the Board of Directors appointed to administer
the
Plan.
o
“
Common
Stock”
means the
Common Stock, par value $.01 per share, of the Company.
o
“Company”
means
Urstadt
Biddle Properties Inc.
o
“Disability”
means total and
permanent disability.
o
“Participant”
means an
employee or non-employee Director of the Company who is selected by the
Committee to participate in the Plan.
o
“Restricted
Period”
means the
period of time during which an Award to Participant(s) remains subject to
the
Restrictions imposed on the Shares as determined by the Committee.
o
“Restrictions”
mean
the
restrictions and conditions imposed on an Award as determined by the Committee,
which must be satisfied in order for a Participant to become vested in an
Award.
o
“Restricted
Stock”
means an
award of Shares on which is imposed a Restriction Period.
o
“Restricted
Stock Award Date”
means the date on which the Committee awarded Restricted Stock to
a
Participant.
o
“Retirement”
means,
with
respect to employee Participants, termination from active employment with
the
Company at any time after attaining the age of sixty-five (65) years and,
with
respect to non-employee Director Participants, expiration of the term of
service
on the Board by reason of the Participant’s failure to be elected to the Board
pursuant to a regular election or his or her decision not to stand for
re-election to the Board.
o
“Share”
means
a share of
Common Stock or Class A Common Stock, as determined by the
Committee.
3.
Effective
Date Of The Plan
The
effective date of the Amended
and Restated Restricted Stock Award Plan was March 13, 2002; provided,
however,
Section 5 of the Plan which sets forth the number of Shares that may
be issued
or transferred under the Plan has been amended. The most recent amendment
became
effective on March 9, 2006.
4.
Administration
Of The Plan
The
Plan
shall be administered by the Compensation Committee of the Board, comprised
of
persons who are “Non-Employee Directors” as defined in Rule 16b-3 of the
Securities and Exchange Commission. If no such Committee shall be in
office, the Plan shall be administered by the Board.
The
Committee shall have complete and discretionary authority to (a) select
Participants, (b) determine the Award to be granted to a selected Participant,
(c) determine the time or times when Awards will be granted, (d) determine
the
time or times and the conditions subject to which Awards may become vested
or
Restrictions will lapse, (e) interpret and construe the Plan and the rights
of a
Participant to an Award and make determinations, subject to the provisions
of
the Plan, in the best interests of the Company and its
shareholders.
The
Committee may delegate nondiscretionary administrative duties under the Plan
to
one or more agents (e.g., attorneys, consultants, etc.) or officers as it
deems
necessary and advisable at the expense of the Company.
Any
power
which may be exercised by the Committee may also be exercised by the
Board. No member of the Committee or the Board shall be personally
liable for any action taken or determination made in good faith with respect
to
the Plan or its administration. All decisions made by the Committee
as administrators of the Plan shall be conclusive and binding upon all persons
and the Company.
5.
Shares
Subject To Plan
The
maximum number of shares of Restricted Stock which may be issued or transferred
under the Plan is 2,000,000, of which 350,000 shares shall be Common Stock,
350,000 shares shall be Class A Common Stock and 1,300,000 shares, at the
discretion of the Committee, shall be any combination of Common Stock or
Class A
Common Stock. Any shares of Restricted Stock which have been awarded,
but are later forfeited to the Company, will again be available for Awards
under
the Plan.
The
Stock
which may be issued or transferred under the Plan may be authorized but unissued
Shares or Shares acquired by the Company and held in its Treasury as determined
by the Committee.
6.
Grant
Of Restricted Stock Awards
The
Committee shall from time to time, in its discretion, (i) select Participants
from (a) management personnel who have significant responsibility for the
growth
and profitability of the Company and (b) non-employee Directors of the Company,
including members of the Committee, (ii) determine the number and class of
Shares to be granted by each Award and (iii) establish the applicable terms
of
each such Award. An Award granted to a non-employee Director of the
Company shall be held by such non-employee Director for a period of at least
six
(6) months following the date of grant.
7.
Award
Agreement
Each
Restricted Stock Award shall be evidenced by a written agreement, executed
by
the Participant and the Company, which shall contain the terms and conditions
established by the Committee.
8.
Terms
Of Restricted Stock Awards
Subject
to the provisions of the Plan, the Committee shall determine:
o
The
terms
and conditions of the Award Agreement, including whether an Award shall consist
of Common Stock, Class A Common Stock, or both;
o
The
Restricted Period of the Award; and
o
The
Restrictions applicable to an Award, including, but not limited to employment
status and director tenure rules governing forfeitures and limitations on
the
sale, assignment, pledge or other encumbrances during the Restricted
Period.
The
Committee may, in its discretion, determine that the issuance of stock
certificates representing the Restricted Stock Awards be held in custody
by the
Company until the Restrictions lapse.
The
Participant may, in the discretion of the Committee, receive any dividends,
taxable at that time as ordinary income, and other distributions paid with
respect to any Award(s), as declared and paid to shareholders during the
Restricted Periods.
Upon
the
lapse of Restrictions, the value of the Restricted Stock will be taxable
as
ordinary income. At the Committee’s discretion, an arrangement may be
made by the Company to assist the Participant in meeting the withholding
taxes
required by federal, state and local authorities.
9.
Termination
Of Employment During Restricted Period
In
the
event that during the term of the Restricted Period a Participant’s status as an
employee or non-employee Director of the Company terminates:
o
for
any
reason other than death, Disability or Retirement, such Participant shall
forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed;
or,
o
by
reason
of death or Disability, the Restrictions on any and all Awards shall lapse
on
the date of such termination; or,
o
by
reason
of Retirement, all Awards continue to vest as if Retirement had not occurred
until such time as the Restrictions lapse; provided, however, that if any
such
retired Participant, prior to the completion of any or all Restricted Periods,
accepts employment or provides services to any organization other than the
Company that is engaged primarily in the ownership and/or management or
brokerage of shopping centers in The New York – Northern New Jersey – Long
Island, NY-NJ-CT-PA, Metropolitan Statistical Area as defined by the Bureau
of
Labor Statistics, the Participant will forfeit any and all Restricted Stock
Awards whose Restrictions have not lapsed.
10.
Change-Of-Control
The
Committee shall have the authority to accelerate the time at which the
Restrictions will lapse or to remove any such restriction upon the occurrence
of
a “change-of-control” as defined by any one of the following
events:
(a)
any
Person who becomes the owner of 10% or more of the Company’s total combined
voting power of the total amount of outstanding Shares and, thereafter,
individuals who were not Directors of the Company prior to the date such
Person
became such a 10% owner are elected as Directors pursuant to an arrangement
or
understanding with, or upon the request of or nomination by, such Person
and
constitute at least two of the Directors; or
(b)
there
occurs a change-of-control of the Company of a nature that would be required
to
be reported in response to Item la of Form 8-K pursuant to Section 13 or
15
under the Securities Exchange Act of 1934, as amended (“Exchange Act”), or in
any other filing by the Company with the Securities and Exchange Commission
(the
“Commission”); or
(c)
there
occurs any solicitation of proxies by or on behalf of any Person other than
the
Directors of the Company and thereafter individuals who were not Directors
prior
to the commencement of such solicitation are elected as Directors pursuant
to an
arrangement or understanding with, or upon the request of or nomination by,
such
Person and constitute at least two of the Directors; or
(d)
the
Company executes an agreement of acquisition, merger or consolidation which
contemplates that:
(i)
after
the
effective date provided for in the agreement, all or substantially all of
the
business and/or assets of the Company shall be owned, leased or otherwise
controlled by another corporation or other entity; and
(ii)
individuals
who are Directors of the Company when such agreement is executed shall not
constitute a majority of the Directors or board of directors of the survivor
or
successor entity immediately after the effective date provided for in such
agreement; provided, however, for purposes of this paragraph (d), that if
such
agreement requires as a condition precedent approval by the Company’s
shareholders of the agreement or transaction, a Change-of-Control shall not
be
deemed to have taken place unless and until such approval is
secured.
11.
Compliance
With Securities And Exchange Commission Requirements
No
certificate for Shares distributed under the terms of the Plan shall be executed
and delivered to the Participant until the Company shall have taken any action
then required to comply with the provisions of the Securities Act of 1933,
as
amended, the Exchange Act or any other applicable laws and
requirements.
12.
Amendment
And Termination
The
Committee and/or Board may, at any time or from time to time, modify or amend
the Plan in any respect, except that without shareholder approval (subject
to
Section 13 hereof), the Committee and/or Board may not increase the maximum
number of shares of Restricted Stock which may be Awarded under this
Plan. Any modification, amendment or termination of the Plan shall
not, without the consent of a Participant, affect his/her rights under an
Award
previously granted to a Participant.
13.
Adjustments.
If
the
Company subdivides its outstanding Shares into a greater number of Shares
(by
stock dividend, stock split, reclassification or otherwise) or combines its
outstanding Shares into a smaller number of Shares (by reverse stock split,
reclassification or otherwise), or if the Committee determines that any stock
dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, merger, business combination, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase
Shares,
or other similar corporate event affects the Shares such that an adjustment
is
required in order to preserve the benefits or potential benefits intended
to be
made available under the Plan, then the Committee shall, in its sole discretion
and in such manner as the Committee may deem equitable and appropriate, make
such adjustments to any or all of (i) the number and class of Shares which
thereafter may be awarded under the Plan, and (ii) the number and class of
Shares subject to outstanding Awards,
provided, however
, that the
number of Shares subject to any Award shall always be a whole
number. The Committee may, if deemed appropriate, provide for a cash
payment to any Participant in connection with any adjustment made pursuant
to
this Section 13.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THESE
PROPOSALS
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Please
Mark
Here
for
Address
Change
or
Comments
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SEE
REVERSE SIDE
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FOR
ALL
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WITHHELD
FOR
ALL
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FOR
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ABSTAIN
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Proposal
1.
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To
elect three Directors to serve for three years
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Proposal
2.
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To
ratify the appointment of PKF as the independent registered public
accounting firm of the Company for one year.
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Nominees
01
Peter
Herrick
02
Charles D. Urstadt
and
03
George J.
Vojta
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FOR
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AGAINST
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ABSTAIN
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Proposal
3.
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To
amend the Company’s Restricted Stock Award Plan.
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Withheld
for the nominees you list
below: (Write that nominee
’
s
name in the space provided
below.)
_________________________________________________
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Please
sign name exactly as shown. When there is more than one holder,
each
should sign. When signing as an attorney, administrator, guardian
or
trustee, please add your title as such. If executed by a corporation
or
partnership, the proxy should be signed by a duly authorized person,
stating his or her title or authority.
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Signature
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________________________________________________
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Signature
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_________________________________________________
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Date______________________
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NOTE:
Please sign exactly as your
name appears hereon. When signing in a representative capacity,
please
give full title.
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URSTADT
BIDDLE PROPERTIES
INC.
PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS
To
be held on March 6, 2008
THIS
PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS OF
URSTADT
BIDDLE PROPERTIES
INC.
The
undersigned hereby constitutes and appoints Willing L. Biddle and Thomas
D.
Myers, and each of them, as Proxies of the undersigned, with full power to
appoint his substitute, and authorizes each of them to represent and vote
all
Class A Common Stock or Common Stock, par value $.01 per share, as applicable,
of Urstadt Biddle Properties Inc. (the “Company”) held of record as of the close
of business on January 22, 2008, at the Annual Meeting of Stockholders of
the
Company (the “Annual Meeting”) to be held at 2:00 p.m. on Thursday, March 6,
2008 at the Stamford Marriott, Two Stamford Forum, Stamford, Connecticut
06901,
and at any adjournment or postponements thereof.
When
properly executed, this proxy will be voted in the manner directed herein
by the
undersigned stockholder(s). If no direction is given, this proxy will be
voted
(i) FOR the election of three Directors of the Company to serve for three
years,
as set forth in Proposal 1; (ii) FOR the ratification of the appointment
of PKF
as the independent registered public accounting firm of the Company for the
ensuing fiscal year, as set forth in Proposal 2; and (iii) FOR the amendment
of
the Company’s Restricted Stock Award Plan, as set forth in Proposal 3. In their
discretion, the Proxies are each authorized to vote upon such other business
as
may properly come before the Annual Meeting and any adjournment or postponements
thereof. A stockholder wishing to vote in accordance with the Board of
Directors’ recommendations need only sign and date this proxy and return it in
the enclosed envelope.
The
undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice
of Annual Meeting of Stockholders, the Proxy Statement and the Company’s Annual
Report to Stockholders and hereby revoke(s) any proxy or proxies heretofore
given. This proxy may be revoked at any time before it is exercised by filing
a
notice of such revocation, by filing a later dated proxy with the Secretary
of
the Company or by voting in person at the Annual Meeting.
(Continued
and to be marked, dated and signed, on the other side)
Address
Change/Comments (Mark the
corresponding box on the reverse side)
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