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Name | Symbol | Market | Type |
---|---|---|---|
Washington Prime Group Inc | NYSE:WPG-I | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.64 | 0 | 01:00:00 |
Commission file number | 001-36252 (Washington Prime Group Inc.) | |
333-205859 (Washington Prime Group, L.P.) |
Indiana (Both Registrants)
|
46-4323686 (Washington Prime Group Inc.)
|
(State of incorporation or organization)
|
46-4674640 (Washington Prime Group, L.P.)
|
(I.R.S. Employer Identification No.)
|
180 East Broad Street, Columbus, Ohio 43215 |
(Address of principal executive offices)
|
Title of each class
|
Trading Symbols
|
Name of each exchange on which registered
|
||
Common Stock, $0.0001 par value per share
|
WPG
|
New York Stock Exchange
|
||
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
|
WPGPRH
|
New York Stock Exchange
|
||
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
|
WPGPRI
|
New York Stock Exchange
|
Washington Prime Group Inc.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Emerging growth company
|
☐
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
||||
Washington Prime Group, L.P.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Emerging growth company
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Index
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Page
|
|
PART III
|
||
Item 10
|
Directors, Executive Officers and Corporate Governance
|
5
|
Item 11
|
Executive Compensation
|
10
|
Item 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
22
|
Item 13
|
Certain Relationships and Related Transactions and Director Independence
|
26
|
Item 14
|
Principal Accountant Fees and Services
|
27
|
PART IV
|
||
Item 15
|
Exhibits and Financial Statement Schedules
|
28
|
Signatures
|
29
|
Name
|
Age(1) | Position(s) Held(1) |
Robert J. Laikin
|
57
|
Chairman of the Board, Compensation Committee member, Governance and Nominating Committee member, and Strategic Alternatives Committee member
|
Sheryl G. von Blucher
|
59
|
Director, Audit Committee member and Sustainability Committee Chairperson
|
J. Taggart (“Tag”) Birge
|
50
|
Director, Compensation Committee member, Strategic Alternatives Committee member, Sustainability Committee member and Governance and Nominating Committee Chairperson
|
John F. Levy
|
65
|
Director, Audit Committee Chairperson, Governance and Nominating Committee member, and an Audit Committee Financial Expert
|
John J. Dillon III
|
61
|
Director, Strategic Alternatives Committee member, Compensation Committee Chairperson, Audit Committee member, and Sustainability Committee member
|
Louis G. Conforti
|
56
|
Chief Executive Officer and Director
|
Robert P. Demchak
|
50
|
Executive Vice President, General Counsel and Corporate Secretary
|
Stephan G. Gerber
|
59
|
Senior Vice President, Head of Property Management
|
Melissa A. Indest
|
57
|
Executive Vice President, Finance and Chief Accounting Officer
|
Joshua P. Lindimore
|
47
|
Executive Vice President, Head of Leasing
|
Mark E. Yale
|
55
|
Executive Vice President and Chief Financial Officer
|
Name and Principal Position
|
Year
|
Salary
($)
|
Stock
Awards(1)
($)
|
Non-Equity
Incentive
Plan
Compensation(2)
($)
|
All Other
Compensation
($)
|
Total(6)
($)
|
||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | ||||||||||
Louis G. Conforti
|
2020
|
$825,577 | $2,583,014 | $876,202 | $25,685 (3) | $4,310,478 | ||||||||||
CEO and Director | 2019 | $900,000 | $5,627,500 | $590,625 | $24,449 | $7,142,574 | ||||||||||
Mark E. Yale
|
2020
|
$482,538 | $516,625 | $415,790 | $28,206 (4) | $1,443,159 | ||||||||||
Executive Vice President and Chief Financial Officer
|
2019 | $512,500 | $558,925 | $280,273 | $27,166 | $1,378,864 | ||||||||||
Robert P. Demchak
|
2020
|
$376,616 | $430,496 | $389,423 | $12,366 (5) | $1,208,901 | ||||||||||
Executive Vice President, General Counsel and Corporate Secretary | 2019 | $400,000 | $465,776 | $262,500 | $11,830 | $1,140,106 |
(1)
|
With respect to fiscal year 2020, the values represented for the applicable Named Executive are the aggregate grant date fair value computed in accordance with the FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”) for the fiscal year 2020 annual equity awards (“2020 Annual Awards”). The grant date fair values for the 2020 Annual Awards are, with respect to the allocated performance share units (“PSUs”), based on the probable outcome of the performance conditions of the PSUs on the grant date (maximum achievement) for financial statement reporting purposes under FASB ASC Topic 718 and consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated or actual forfeitures. The assumptions used in determining the listed valuations are provided in Part IV of the Original Filing of the Form 10-K in Item 15 entitled “Exhibits and Financial Statement Schedules” in note 8 of the notes to consolidated financial statements.
|
(2)
|
The listed amounts for fiscal year 2020 represent cash bonus awards received by the respective Named Executive pursuant to the terms of the 2020 Executive Bonus Plan (the “Bonus Plan”).
|
(3)
|
The listed amount represents the following: (a) $1,806 in life insurance premiums paid by WPG, (b) $11,400 in matching contributions made or credited by WPG for fiscal year 2020 under the Washington Prime Group Retirement Savings Plan (the “WPG Savings Plan”) for Mr. Conforti’s benefit and (c) $12,479 that represents Mr. Conforti’s personal use of a WPG provided vehicle.
|
(4)
|
The listed amount represents the following: (a) $1,806 in life insurance premiums paid by WPG, (b) $15,000 paid by WPG to Mr. Yale during fiscal year 2020 as reimbursement, per the terms of Mr. Yale’s employment agreement (the “Yale Agreement”), for premiums paid by Mr. Yale during 2020 for disability and life insurance covering him and (c) $11,400 in matching contributions made or credited by WPG for fiscal year 2020 under the WPG Savings Plan for Mr. Yale’s benefit.
|
(5)
|
The listed amount represents the following: (a) $966 in life insurance premiums paid by WPG and (b) $11,400 in matching contributions made or credited by WPG for fiscal year 2020 under the WPG Savings Plan for Mr. Demchak’s benefit.
|
(6) |
For each Named Executive, the amount listed represents the aggregate total of the amounts listed in columns (c) through (f).
|
Named Executive
|
Target Bonus (% of Salary)
|
Target Bonus Payout Amount*
|
||||||
Mr. Conforti
|
150% | $1,401,923 | ||||||
Mr. Yale
|
125% | $665,264 | ||||||
Mr. Demchak
|
150% | $623,077 |
* |
The Total Bonus Payout Amount was calculated using the aggregate salary compensation actually paid to the respective Named Executive during the course of fiscal year 2020 without accounting for the effect of the COVID-19 salary reductions implemented in April 2020.
|
|
Stock Awards | |||||||||||
Name
|
Number of Shares or Units
of Stock That Have Not
Vested
(#)
(a)
|
Market Value of Shares or Units
of Stock That Have Not Vested(1)
($)
(b)
|
Equity Incentive Plan
Awards: Number of
Unearned Shares, Units or
Other Rights That Have Not
Vested(2)
(#)
(c)
|
Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares, Units or
Other Rights That Have Not
Vested(3)
($)
(d)
|
||||||||
Mr. Conforti
|
152,338 (4) | $991,720 | 86,620 | $563,896 | ||||||||
Mr. Yale
|
19,504 (5) | $126,971 | 6,268 | $40,805 | ||||||||
Mr. Demchak
|
16,254 (6) | $105,814 | 5,223 | $34,002 |
(1)
|
The listed amounts represents the aggregate market value of the unvested securities listed in column (a) as computed by multiplying the Common Shares’ closing market price of $6.51 per share as listed on the NYSE as of December 31, 2020 by the number of unvested securities listed in the adjacent column (a).
|
(2)
|
The listed amounts for the Named Executives represent payouts at the threshold level (25% of target PSUs) of performance for the PSUs granted as part of the 2020 Annual Awards and as part of the annual equity awards in fiscal years 2018 and 2019 as performance for each of these awards as of the end of fiscal year 2020 did not exceed threshold. The metric used for measuring performance for these awards is our relative TSR. For the CEO Special Award, the payout for the PSU portion of that award is also reported at threshold as the performance for this award as of the end of fiscal year 2020 did not exceed the threshold level of performance. The metric used for measuring performance for the CEO Special Award is our annualized TSR. With respect to the 2020 Annual Awards, the threshold level of performance for the Named Executives would be 17,289 PSUs for Mr. Conforti, 3,458 PSUs for Mr. Yale and 2,881 PSUs for Mr. Demchak. With respect to the 2019 annual equity awards (the “2019 Annual Awards”), the threshold level of performance for the Named Executives would be 6,944 PSUs for Mr. Conforti, 1,444 PSUs for Mr. Yale and 1,204 PSUs for Mr. Demchak. With respect to the 2018 annual equity awards (the “2018 Annual Awards”), the threshold level of performance for the Named Executives would be 6,831 PSUs for Mr. Conforti, 1,366 PSUs for Mr. Yale and 1,138 PSUs for Mr. Demchak. Mr. Conforti’s total also includes 55,556 PSUs that would constitute the payout for the threshold level (100% of allocated PSUs) of performance for the PSU component of the CEO Special Award. The reported amount in column (d) for each of the Named Executives is the sum of the dollar value of the estimated payout for threshold performance for the PSUs allocated as part of 2020 Annual Awards, 2019 Annual Awards, 2018 Annual Awards and, with respect to Mr. Conforti, threshold performance for the PSU component of the CEO Special Award. The performance period of the 2018 Annual Awards ended on February 20, 2021.
|
(3)
|
Listed amounts represent the aggregate market value of PSUs listed in column (c). The listed value was computed by multiplying the Common Shares’ closing market price of $6.51 listed on the NYSE as of December 31, 2020 by the number of PSUs listed in the adjacent column.
|
(4)
|
Total represents unvested RSUs held by Mr. Conforti as follows: (a) 46,104 unvested RSUs that shall vest in installments on February 25, 2022 and February 25, 2023; (b) 9,258 unvested RSUs that shall vest on February 20, 2022; and (c) 55,556 unvested RSUs that shall vest in three installments on August 2, 2022, August 2, 2023 and August 2, 2024. Also includes 23,053 unvested RSUs that vested on February 25, 2021 and 18,367 unvested RSUs that vested on February 20, 2021. Each unvested RSU represents a contingent right to receive one share of Common Stock. All vesting of the aforementioned securities is subject to Mr. Conforti’s continued employment with the Company on the applicable vesting date.
|
(5)
|
Total represents unvested RSUs held by Mr. Yale. 11,146 of Mr. Yale’s unvested RSUs vest in installments in the future as follows: (a) 1,925 unvested RSUs shall vest on February 20, 2022 and (b) 9,221 unvested RSUs shall vest in installments on February 25, 2022 and February 25, 2023. 3,747 of Mr. Yale’s unvested RSUs vested on February 20, 2021 and another 4,611 unvested RSUs vested on February 25, 2021. Each unvested RSU represents a contingent right to receive one share of Common Stock. All vesting of the aforementioned securities is subject to Mr. Yale’s continued employment on the applicable vesting date.
|
(6)
|
Total represents unvested RSUs held by Mr. Demchak. 16,254 of Mr. Demchak’s unvested RSUs vest as follows: (a) 3,123 unvested RSUs vested on February 20, 2021, (b) 3,842 unvested RSUs vested on February 25, 2021, (c) 1,605 unvested RSUs shall vest on February 20, 2022, and (d) 7,684 unvested RSUs shall vest in equal installments on February 25, 2022 and February 25, 2023. Each unvested RSU represents a contingent right to receive one share of Common Stock. All vesting of the aforementioned securities is subject to Mr. Demchak’s continued employment on the applicable vesting date.
|
i.
|
Payment and benefits upon termination for any reason other than cause or by a Named Executive for good reason
|
a)
|
payment in installments in accordance with the Company’s normal payroll practices of an amount equal to two (2) times the sum of: (I) the respective Named Executive’s annual base salary and (II) target bonus opportunity (“Target Bonus Payout Amount”) in effect for the year in which the date of termination occurs (all such payments, as applicable, for each Named Executive, a “Cash Severance Payment”);
|
b)
|
to the extent permitted by the Company’s group health insurance carrier, subject to the Named Executive making a timely election to receive coverage provided to former employees under Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and as would not cause the Company to incur tax or other penalties, the Company shall pay in installments to the terminated Named Executive an after-tax amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time, for eighteen (18) months following the date of termination, in accordance with the Company’s normal payroll practices (the “Post-Employment Health Care Benefits”);
|
c)
|
full accelerated vesting of any outstanding time-based equity awards, such as RSUs, and the waiver of any service-based vesting conditions on any other outstanding equity-based or long-term performance awards; or, in the case of RSUs related to the CEO Special Award, accelerated vesting of a pro-rata portion of such RSUs equal to the total number of RSUs scheduled to vest on each vesting date of such award, multiplied by a fraction, the numerator of which is the number of days Mr. Conforti was employed with the Company from the grant date through the date of termination and the denominator of which is the number of days from the grant date through such vesting date (the “Time-Based Award Vesting Benefits”);
|
d)
|
with respect to any outstanding PSUs or other performance-based awards, except for the PSUs related to the CEO Special Award, such awards shall be vested based on actual performance over the applicable performance period without regard to any applicable service vesting condition; or for the PSUs related to the CEO Special Award, the applicable performance period shall be deemed to have ended on the applicable date of termination and the attainment of the performance goals calculated by reference to performance as of Mr. Conforti’s date of termination and the vesting of a pro-rata portion of the earned PSUs scheduled to vest on each vesting date shall be accelerated with such proration equal to the number of earned PSUs scheduled to vest on each vesting date of such award, multiplied by a fraction, the numerator of which is the number of days Mr. Conforti was employed with the Company from the grant date through the date of termination and the denominator of which is the number of days from the grant date through such vesting date (the “Performance Award Vesting Benefits”);
|
e)
|
subject to the terms of the applicable bonus plan in effect during the year in which the date of termination occurs, a pro rata portion of the Named Executive’s annual bonus for the year in which the date of termination occurs, based on: (I) the portion of such year the Named Executive was employed and (II) actual performance for such period (the “Pro-Rata Bonus”); and
|
f)
|
to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Named Executive any other amounts or benefits required to be paid or provided or that the Named Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the date of termination (such other amounts and benefits, the “Other Benefits”).
|
ii.
|
Payment and benefits upon termination for cause or by a Named Executive without good reason
|
iii.
|
Payment and benefits to a Named Executive upon termination for death or disability
|
iv
|
Payment and benefits to a Named Executive upon termination following a change in control
|
a)
|
the Accrued Obligations;
|
b)
|
the Other Benefits;
|
c)
|
subject to the terminated Named Executive’s continued compliance with the Covenants and timely delivery of a Release, the following:
|
(I)
|
a Cash Severance Payment;
|
(II)
|
the Post-Employment Health Care Benefits;
|
(III)
|
full vesting of any outstanding RSUs (including PSUs converted into RSUs in connection with the change in control) or other service-based equity or equity-based awards;
|
(IV)
|
any PSUs that remain outstanding at the time of the termination of employment shall vest based on actual performance over the applicable performance period without regard to any applicable service vesting conditions; and
|
(V)
|
pro rata portion of the Named Executive’s Target Bonus Payout Amount for the year in which the termination of employment occurs, based on the portion of such year the Named Executive was employed.
|
(i)
|
any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the Company’s then outstanding voting securities entitled to vote generally in the election of directors;
|
(ii)
|
individuals who, immediately following the consummation of the distribution of the Common Stock to the shareholders of Simon Property Group, Inc. (if reference is the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the “2014 Plan”)) or the Company (if reference is to 2019 Washington Prime Group, L.P. Stock Incentive Plan), constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to May 6, 2014 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;
|
(iii)
|
a reorganization, merger or consolidation of the Company, in each case unless, following such reorganization, merger or consolidation, (A) more than sixty percent (60%) of the combined voting power of the then outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their beneficial ownership, immediately prior to such reorganization, merger or consolidation, of the Company’s outstanding voting securities, (B) no person (excluding the Company, any employee benefit plan or related trust of the Company or such corporation resulting from such reorganization, merger or consolidation and any person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty-five percent (25%) or more of the Company’s outstanding voting securities) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of the then outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;
|
(iv)
|
the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which following such sale or other disposition (A) more than sixty percent (60%) of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding voting securities entitled to vote generally in the election of directors immediately prior to such sale or other disposition in substantially the same proportion as their beneficial ownership, immediately prior to such sale or other disposition, of the Company’s outstanding voting securities, (B) no person (excluding the Company, any employee benefit plan or related trust of the Company or such corporation and any person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty-five percent (25%) or more of the Company’s outstanding voting securities) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company; or
|
(v)
|
approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
|
Name
|
Fees Earned or
Paid in Cash(2)
($)
|
Stock
Awards(3)
($)
|
All Other Compensation(4)
($)
|
Total(5)
($)
|
||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||
John J. Dillon III
|
$110,000 | $120,002 | $0 | $230,002 | ||||||||
Robert J. Laikin
|
$275,000 | $120,002 | $0 | $395,002 | ||||||||
John F. Levy
|
$110,000 | $120,002 | $0 | $230,002 | ||||||||
J. Taggart (“Tag”) Birge(6)
|
$0 | $175,004 | $0 | $175,004 | ||||||||
Jacquelyn R. Soffer(7)
|
$110,000 | $120,002 | $0 | $230,002 | ||||||||
Sheryl G. von Blucher
|
$110,000 | $120,002 | $0 | $230,002 |
(1)
|
Mr. Louis G. Conforti, our CEO, served on the Board during 2020, but did not receive compensation as a non-independent employee Board member. The compensation received by Mr. Conforti for his service during 2020 as our CEO is set forth in the Summary Compensation Table.
|
(2)
|
For the respective named director, the amounts listed represent fees paid in cash. Mr. Birge made the Equity Election in both 2019 and 2020 to receive the entire cash portion of the Director Retainer Package in equity for the periods May 2019 to May 2020 and May 2020 to May 2021. Additionally, Mr. Laikin made the Equity Election in 2019 to receive $110,000 of his cash compensation for the period May 2019 to May 2020 in equity; this amount was granted in RSUs in May 2019 and therefore is not reflected in the table.
|
(3)
|
Represents the grant date fair value computed in accordance with FASB ASC Topic 718 of the RSUs granted to the named directors during 2020 as part of the Director Retainer Package. For a description of the assumptions used in computing the aggregate grant date fair values of these awards, refer to Part IV of the Original Filing of the Form 10-K in Item 15 entitled “Exhibits and Financial Statement Schedules” in note 8 of the notes to consolidated financial statements. The RSU holdings at December 31, 2020 for the named directors are as follows: (a) Messrs. Dillon and Levy – 27,252 each, (b) Mr. Laikin – 33,460, (c) Mr. Birge – 39,334 and (e) Ms. von Blucher – 26,963. The aggregate number of RSUs held by Mr. Conforti at the end of fiscal year 2020 is reported in the footnotes to the table entitled “Outstanding Equity Awards at Fiscal Year-End 2020.”
|
(4)
|
The total value of all perquisites and other personal benefits received by the respective named director during the fiscal year ended December 31, 2020, if any, was less than $10,000, and therefore is not included in this table.
|
(5)
|
For each respective named director, the amount listed represents the aggregate total of the amounts listed in columns (b) through (d).
|
(6)
|
Mr. Birge had made an election in 2019 to take all of his Board fees in equity of the Company.
|
(7)
|
Ms. Soffer resigned from the Board on December 28, 2020.
|
Name of Beneficial Owner(1)
|
Amount
Beneficially
Owned(2)
|
Percent
Of
Class
|
|
Louis G. Conforti
|
145,951
|
(5) |
(3)
|
Mark E. Yale
|
46,139
|
(6) |
(3)
|
Robert P. Demchak
|
23,625
|
(7) |
(3)
|
J. Taggart (“Tag”) Birge
|
28,389
|
(8) |
(3)
|
John J. Dillon III
|
17,590
|
(9) |
(3)
|
Robert J. Laikin
|
56,121
|
(10) |
(3)
|
John F. Levy
|
19,235
|
(11) |
(3)
|
Sheryl G. von Blucher
|
20,079
|
(12) |
(3)
|
The Vanguard Group
|
1,898,472
|
(13) |
7.76%(4)
|
Charles Schwab Investment Management, Inc.
|
1,157,491
|
(14) |
4.73%(4)
|
All directors and executive officers as a group (11 persons)
|
389,587
|
(15) |
(3), (4)
|
(1)
|
Unless otherwise indicated in the footnotes below, the address for each beneficial owner listed is 180 East Broad Street, Columbus, Ohio 43215.
|
(2)
|
Unless otherwise indicated in the footnotes below, the listed beneficial owner has sole voting and investment power with respect to the Common Shares.
|
(3)
|
As applicable and as of April 29, 2021, the percentage ownership of the listed person or group does not exceed one percent (1%) of WPG's outstanding Common Shares. Common Shares issuable upon exercise of stock options and the redemption RSU holdings are included in the adjacent column for the listed person only to the extent the related stock options and RSUs are exercisable or convertible into Common Shares within sixty (60) days following April 29, 2021.
|
(4)
|
For the entity listed, the Percent of Class was computed based on 24,459,645 Common Shares outstanding as of April 29, 2021 and in the case of all directors and executive officers as a group, the number of Common Shares issuable upon the exercise of vested stock options and conversion of vested RSUs held by all such members of such group in addition to the number of Common Shares outstanding on April 29, 2021. Common Shares issuable upon exercise of vested stock options and RSU holdings are included only to the extent the related stock options and RSUs are exercisable or convertible into Common Shares within sixty (60) days following April 29, 2021.
|
(5)
|
Represents 102,888 unrestricted Common Shares held directly by Mr. Conforti. Also includes Mr. Conforti’s 43,063 vested RSUs of which 1,643 of these RSUs represent a contingent right to receive one Common Share per vested RSU upon Mr. Conforti leaving the Board and the remaining 41,420 vested RSUs will be settled for Common Shares on a one-for-one basis by or before March 15, 2022. Excluded from the total are 110,918 unvested RSUs of which 9,258 RSUs will vest in February 2022, 46,104 RSUs will vest in installments in February 2022 and February 2023, and 55,556 RSUs shall vest in one-third installments in August 2022, 2023 and 2024; provided, in each instance that Mr. Conforti is in continued compliance with certain covenants in the Conforti Agreement and subject to certain provisions of such agreement relating to a change in control of the Company. Also excludes 152,491 unearned and unvested PSUs. These PSUs shall be earned based upon the satisfaction of certain TSR criteria with the number of PSUs Mr. Conforti can earn varying based on the Company’s TSR performance over a three-year performance period established at the time the respective PSU is allocated; provided, in each instance that Mr. Conforti is in continued compliance with certain covenants in the Conforti Agreement and subject to certain provisions of such agreement relating to a change in control of the Company. The RSUs and PSUs each represent a contingent right to receive one Common Share. All vesting of the aforementioned securities is subject to Mr. Conforti’s continued employment on the date the respective security vests or is earned. None of Mr. Conforti’s holdings are pledged as collateral or security.
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(6)
|
Represents 37,781 Common Shares held directly by Mr. Yale and 8,358 vested RSUs which are to be settled for Common Shares on a one-for-one basis by or before March 15, 2022. Excluded from the total are: (i) 11,146 unvested RSUs of which 1,925 RSUs will vest in February 2022 and 9,221 RSUs which shall vest in installments in February 2022 and 2023; provided, in each instance that Mr. Yale is in continued compliance with certain covenants in the Yale Agreement and subject to certain provisions of such agreement relating to a change in control of the Company, and (ii) 19,609 unearned and unvested PSUs which shall be earned based upon the satisfaction of certain relative TSR criteria with the number of earned PSUs ranging from 0% to 150% of the allocated amount awarded to Mr. Yale based on the Company’s TSR performance over the three-year performance period established at the time the respective PSU is allocated; provided, in each instance that Mr. Yale is in continued compliance with certain covenants in the Yale Agreement and subject to certain provisions of such agreement relating to a change in control of the Company. The RSUs and PSUs each represent a contingent right to receive one Common Share. All vesting of the aforementioned securities is subject to Mr. Yale’s continued employment on the date the respective security vests or is earned. None of Mr. Yale’s holdings are pledged as collateral or security.
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(7)
|
Represents 16,660 unrestricted Common Shares held directly by Mr. Demchak and 6,965 vested RSUs of which are to be settled for Common Shares on a one-for-one basis by or before March 15, 2022. Excluded from the total are: (i) 9,289 unvested RSUs of which 1,605 RSUs will vest in February 2022 and (ii) 7,684 RSUs shall vest in installments in February 2022 and 2023; provided, in each instance that Mr. Demchak is in continued compliance with certain covenants in his employment agreement and subject to certain provisions of such agreement relating to a change in control of the Company. Also excludes 16,341 unearned and unvested PSUs which shall be earned based upon the satisfaction of certain relative TSR criteria with the number of earned PSUs ranging from 0% to 150% of the allocated amount awarded to Mr. Demchak based on the Company’s TSR performance over the three-year performance period established at the time the respective PSU is allocated; provided, in each instance that Mr. Demchak is in continued compliance with certain covenants in his employment agreement and subject to certain provisions of such agreement relating to a change in control of the Company. The RSUs and PSUs each represent a contingent right to receive one Common Share. All vesting of the aforementioned securities is subject to Mr. Demchak’s continued employment on the date the respective security vests or is earned. None of Mr. Demchak’s holdings are pledged as collateral or security.
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(8)
|
Includes 3,145 unrestricted Common Shares held directly by Mr. Birge as well as 25,244 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Birge leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Birge’s holdings are pledged as collateral or security.
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(9)
|
Represents 17,590 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Dillon leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Dillon’s holdings are pledged as collateral or security.
|
(10)
|
Includes 32,323 unrestricted Common Shares held directly by Mr. Laikin, 24,634 Common Shares held indirectly through Mr. Laikin’s retirement account and 23,798 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Laikin leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Laikin’s holdings are pledged as collateral or security.
|
(11)
|
Includes 1,645 unrestricted Common Shares held directly by Mr. Levy as well as 17,590 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Mr. Levy leaving the Board, he will receive one Common Share for each vested RSU that he holds. None of Mr. Levy’s holdings are pledged as collateral or security.
|
(12)
|
Includes 2,778 unrestricted Common Shares held directly by Ms. von Blucher as well as 17,301 RSUs that are vested or will vest within sixty (60) days of April 29, 2021. Vested RSUs represent a contingent right to receive one Common Share. Upon Ms. von Blucher leaving the Board, she will receive one Common Share for each vested RSU that she holds. None of Ms. von Blucher’s holdings are pledged as collateral or security.
|
(13)
|
Based solely upon information contained in a Schedule 13G/A filed with the SEC on February 10, 2021 in which The Vanguard Group, filing as The Vanguard Group Inc. (“Vanguard”), reported that it had sole dispositive power over 1,888,153 of the Common Shares reported in the table above, shared dispositive power over 10,319 of the Common Shares reported in the table above, sole voting power over none of the Common Shares reported in the table above, and shared voting power over 4,013 of the Common Shares reported in the table above. The address of Vanguard reported in the Schedule 13G/A is 100 Vanguard Blvd., Malvern, PA 19355.
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(14)
|
Based solely upon information contained in a Schedule 13G filed with the SEC on February 16, 2021 in which Charles Schwab Investment Management, Inc. (“Charles Schwab”) reported that it had sole voting power and sole dispositive power over all of the Common Shares reported in the table above. Charles Schwab is included in the table because its beneficial ownership of Common Shares as reported in its Schedule 13G exceeded five percent. The address of Charles Schwab reported in the Schedule 13G is 211 Main Street, San Francisco, CA 94105.
|
(15)
|
Includes the beneficially owned amounts reported in the table for each Named Executive and all members of the Board plus 13,972 Common Shares, 10,646 vested RSUs which are to be settled for Common Shares on a one-for-one basis by or before March 15, 2022 subject to certain conditions, and 7,840 vested stock options held by three (3) other Senior Executives. Excludes certain unvested RSUs as well as unearned and unvested PSUs held by these particular executive officers.
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
Weighted‑average
exercise price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||
Plan category
|
(a)
|
(b)
|
(c)
|
||||||
Equity compensation plans approved by security holders
|
1,337,911(1) | $118.61(2) | 242,924 | ||||||
Equity compensation plans not approved by security holders
|
N/A | N/A | N/A | ||||||
Total
|
1,337,911 | $118.62 | 242,924 |
(1)
|
Includes 54,935 outstanding inducement equity awards issued in 2014 and 2015, a total of 452,075 outstanding RSUs, 35,286 RSU dividend equivalents estimated at historical dividend rates in place as of December 31, 2020, 34,549 LTIP Units, 479,152 Common Shares reserved for payment of PSUs allocated as part of the 2018, 2019, and 2020 Annual Awards and the CEO Special Award (all estimated at maximum), 218,471 PSU dividend equivalents estimated at maximum payout at historical dividend rates in place as of December 31, 2020, and a total of 63,443 stock options of which 37,561 stock options were issued from the 2014 Plan and 25,882 stock options were issued from either the Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan and the Glimcher Realty Trust 2012 Incentive Compensation Plan.
|
(2)
|
The weighted-average exercise price is only applicable to outstanding stock options.
|
Year Ended December 31,
|
||||||||
Type of Fee
|
2020
|
2019
|
||||||
Audit Fees(1)
|
$ | 1,441,000 | $ | 1,522,500 | ||||
Audit‑Related Fees(2)
|
$ | 543,000 | $ | 561,000 | ||||
Tax Fees
|
— | — | ||||||
All Other Fees
|
— | — | ||||||
Total
|
$ | 1,984,000 | $ | 2,083,500 |
(1)
|
Audit Fees include fees for: (i) the audit of the annual financial statements and the effectiveness of internal control over financial reporting of WPG and, our operating partnership, WPG L.P., (ii) the review of financial statements included in our Quarterly Reports on Form 10‑Q, and (iii) other services provided in connection with other regulatory filings and out-of-pocket expenses.
|
|
|
(2)
|
Audit‑Related Fees include fees for stand-alone audits of the annual financial statements for certain consolidated entities with mortgage debt and joint venture entities and out-of-pocket expenses.
|
31.1
|
||
31.2
|
||
31.3
|
||
31.4
|
|
WASHINGTON PRIME GROUP INC.
WASHINGTON PRIME GROUP, L.P.
By: Washington Prime Group Inc., its sole general partner
|
||
|
|
|
|
|
|
|
|
|
By
|
/s/ Louis G. Conforti
|
|
|
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Louis G. Conforti
|
|
|
|
Chief Executive Officer & Director
(Principal Executive Officer
|
|
Signature
|
Capacity
|
Date
|
||
/s/ Robert J. Laikin
|
Chairman of the Board of Directors
|
April 30, 2021
|
||
Robert J. Laikin
|
||||
/s/ Louis G. Conforti
|
Chief Executive Officer and Director (Principal Executive Officer)
|
April 30, 2021
|
||
Louis G. Conforti
|
||||
/s/ J. Taggart Birge
|
Director
|
April 30, 2021
|
||
J. Taggart Birge
|
||||
/s/ John J. Dillon III
|
Director
|
April 30, 2021
|
||
John J. Dillon III
|
||||
/s/ John F. Levy
|
Director
|
April 30, 2021
|
||
John F. Levy
|
||||
/s/ Sheryl G. von Blucher
|
Director
|
April 30, 2021
|
||
Sheryl G. von Blucher
|
||||
/s/ Mark E. Yale
|
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
|
April 30, 2021
|
||
Mark E. Yale
|
||||
/s Melissa A. Indest
|
Executive Vice President, Finance and Chief
Accounting Officer (Principal Accounting
Officer)
|
April 30, 2021
|
||
Melissa A. Indest
|
1 Year Washington Prime Chart |
1 Month Washington Prime Chart |
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