- Proxy Statement (definitive) (DEF 14A)
02 February 2011 - 1:13AM
Edgar (US Regulatory)
URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 10, 2011
_________________________
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 10, 2011 at Doral Arrowwood, 975 Anderson Hill Road, Rye Brook,
New York 10573 for the following purposes:
1.
To elect three Directors to serve for three years;
2.
To ratify the appointment of PKF, LLP as the independent registered
public accounting firm of the Company for one year;
3.
To amend the Company's Restricted Stock Award Plan;
4.
To hold an advisory vote on executive compensation;
5.
To hold an advisory vote on whether an advisory vote on executive
compensation should be held every one, two or three years; and
6.
To transact such other business as may properly come before the
meeting or any adjournments thereof.
Stockholders of record as of the close of business on January 24,
2011 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.
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By Order of the Directors
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THOMAS D. MYERS
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Secretary
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February 4, 2011
URSTADT BIDDLE PROPERTIES INC.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
to be held on March 10, 2011
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 on behalf
of the Directors of the Company for use at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at 2:00 p.m.
on Thursday, March 10, 2011 at Doral Arrowwood, 975 Anderson Hill
Road, Rye Brook, New York 10573, for the purposes set forth in the
Notice of Meeting.
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 24,
2011, 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 24, 2011, there were 20,884,807 Class A
Common Shares issued and outstanding and 8,652,364 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:
FOR the election of the three Directors;
FOR the ratification of the appointment of PKF, LLP as the Company's
independent registered public accounting firm for the ensuing
fiscal year;
FOR the amendment of the Company's Restricted Stock Award Plan;
FOR the approval, on an advisory basis, of the compensation of our
Named Executive Officers;
FOR the approval, on an advisory basis, of "three years" as the
frequency for holding future advisory votes on executive
compensation; and
as to any other matter that may properly come before the Meeting, in
the named proxies' discretion to the extent permitted under relevant
laws and regulations.
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. Persons who hold shares in "street name" through a broker or
other nominee must follow the instructions provided by the broker or
nominee to vote the shares.
The Annual Report to Stockholders for the Company's fiscal year ended
October 31, 2010 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, 2011. The principal executive
offices of the Company are located at 321 Railroad Avenue, Greenwich,
Connecticut 06830 (telephone: 203-863-8200; fax: 203-861-6755).
Important Notice Regarding Availability of Proxy Materials
for the Annual Meeting of Shareholders to be Held on March 10, 2011
This Proxy Statement and the Annual Report to Shareholders are
available at
http://www1.snl.com/IRWebLinkX/GenPage.aspx?IID=4078030&gkp=203145
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. Mr.
George J. Vojta served as one of the directors comprising Class II
until his death on December 22, 2010. Following Mr. Vojta's death,
the Board of Directors nominated Mr. Kevin J. Bannon, who currently
serves as one of four directors comprising Class III, for election as
a director to serve among the Class II directors until the year 2014
Annual Meeting and until his successor has been elected and shall
qualify. The Board of Directors also has nominated Messrs. Peter
Herrick and Charles D. Urstadt for election as Directors in Class II
to hold office until the year 2014 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 2012
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 2013 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.
Kevin J. Bannon
, age 58, has been a Director of the Company since September 2008.
Mr. Bannon currently is a Managing Director and Chief Investment
Officer of Highmount Capital in New York. Between 1993 and 2007, Mr.
Bannon served as Executive Vice President and Chief Investment
Officer of The Bank of New York. Mr. Bannon currently serves as a
Director of the Prudential Retail Mutual Funds, as Chairman of the
Investment Committee of the BNY Mezzanine Partners Funds and as Vice
President and a Director of the Boys and Girls Clubs of Northern
Westchester. Previously, Mr. Bannon served as President, BNY Hamilton
Funds (2003-2007); Trustee, Regis High School (1997-2003); and
Director, Shorewood Packaging Corporation (1992-2000).
Experience, Qualifications, Key Attributes and Skills:
Mr. Bannon has over 30 years of investment, risk management and
executive leadership experience, including service in senior planning
and finance positions as Executive Vice President and Chief
Investment Officer of The Bank of New York. Mr. Bannon has extensive
experience with corporate risk management and overseeing processes
for risk detection, avoidance and mitigation - skills that are
directly relevant to his service on the Company's Board of Directors
and its Audit Committee.
Peter Herrick
, age 84, 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 served as a Director of MasterCard International
(1985-1992) and BNY Hamilton Funds, Inc. (1992-1999).
Experience, Qualifications, Key Attributes and Skills:
Having served in numerous senior executive roles and as a director of
many U.S. publicly traded companies, Mr. Herrick brings a wealth of
strategic planning, executive leadership, finance, accounting and
operations experience to the Company's Board of Directors. His roles
have included President and Chief Operating Officer of The Bank of
New York and Vice Chairman of The Bank of New York. As a Director of
the Company, Mr. Herrick played an instrumental role as Chair of the
Company's Audit Company during the early development of many of the
Company's formal systems for internal control over financial
reporting.
Charles D. Urstadt
, age 51, has been a Director of the Company since 1997. Mr. Urstadt
currently is Managing Director of Urstadt Real Estate LLC (a real
estate consulting and brokerage firm) and President and Director of
Urstadt Property Company, Inc. (a real estate investment
corporation). He also serves as Chairman and Director, Miami Design
Preservation League Inc. Mr. Urstadt previously served as Executive
Director of Sales, Halstead Property LLC (2007-2009); 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).
Experience, Qualifications, Key Attributes and Skills:
Mr. Urstadt's current positions as Managing Director of Urstadt Real
Estate LLC (a real estate consulting and brokerage firm) and as
President and Director of Urstadt Property Company, Inc. (a real
estate investment company), each unrelated to Urstadt Biddle
Properties Inc., represent the culmination of over 30 years of
experience in real estate sales and leasing brokerage, property
management and corporate policy-making. We believe that Mr. Urstadt's
experience positions him to share valuable insights concerning the
Company's strategic planning and operations.
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 at the Annual Meeting, in person or by proxy, 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 2012
Robert R. Douglass
, age 79, 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;
Chairman of the Alliance for Downtown New York and as a Director of
the Lower Manhattan Development Corporation. Mr. Douglass recently
served as Chairman and Director of Clearstream International
(2000-2004) and Chairman and Director of Cedel International
(1994-2002). 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).
Experience, Qualifications, Key Attributes and Skills:
Mr. Douglass' distinguished career has involved senior roles in both
the public and private sector. He has served as a Director of many
publicly traded companies. In his positions as former Vice Chairman
and Director of The Chase Manhattan Corporation, and as former
Executive Vice President, General Counsel and Secretary of The Chase
Manhattan Corporation, Mr. Douglass acquired experience in planning
corporate strategies, and assessing financial and operational risks
that make him a valuable asset to our Board. As an attorney, Mr.
Douglass has counseled large corporations on the kinds of legal and
regulatory issues faced by this Company and his understanding of
corporate governance issues facilitates his role as Chairman of our
Nominating and Corporate Governance Committee.
George H.C. Lawrence
, age 73, 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 and as Chairman and Director of
Kensico Cemetery.
Experience, Qualifications, Key Attributes and Skills:
Currently President and Chief Executive Officer of Lawrence
Properties, Mr. Lawrence has over 40 years of experience in real
estate investment, management, finance and policy-making. As a
Director of the Company for more than twenty years, he has been an
active participant in the growth of the Company and the development
of the Company's proven business strategies. In an industry that is
characterized by cycles, Mr. Lawrence offers an important perspective
to the Board's focus on long-term planning and results.
Charles J. Urstadt
, age 82, 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,
Urstadt Property Company, Inc. (a real estate investment
corporation); Trustee, Historic Hudson Valley; and Director, Lawrence
Hospital. He is the Retired Founding Chairman, Battery Park City
Authority; Retired Advisory Director of Putnam Trust Company; Trustee
Emeritus of Pace University and Retired Trustee of TIAA-CREF. 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.
Experience, Qualifications, Key Attributes and Skills:
Mr. Urstadt has devoted a lifetime to real estate endeavors in both
the public and private sectors through which he has accumulated
extensive real estate investment, policy-making, risk management,
executive leadership, strategic planning and operations experience.
As a Director of the Company since 1975 and its Chief Executive
Officer since 1989, Mr. Urstadt has been instrumental in the growth
of the Company and has been the driving force behind the development
of the Company's current business model. He is responsible for
guiding the entire executive team and for overall management of the
Company's business. As such, Mr. Urstadt is uniquely positioned to
provide critical insight concerning operations, strategic and
financial planning and risk management.
Class I Directors with Terms Expiring in 2013
Willing L. Biddle
, age 49, 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-December 1996);
Senior Vice President - Management (1995-1996); and Vice President -
Retail (1993-1995). Mr. Biddle formerly served as an Advisory
Director of the Putnam Trust Company (2002-2008).
Experience, Qualifications, Key Attributes and Skills:
Mr. Biddle has more than 25 years of experience in commercial real
estate, real estate finance and leasing. For the last 18 years, he
has served in various executive management positions
within the Company, including as President and Chief Operating
Officer for 14 years. In these roles, Mr. Biddle has developed
extensive knowledge of the real estate markets in which the Company
operates and strong relationships with retailers and other property
owners. He has become the Company's primary deal maker and through
his hands-on management approach, acquired a comprehensive
understanding of all of the Company's operations. This places him in
a unique position to share valuable insights with all of the
Directors. He is familiar with, and directly responsible for, all day
to day operations of our business.
E. Virgil Conway
, age 81, has served as a Director of the Company since 1989. Mr.
Conway currently is Chairman of Rittenhouse Advisors, LLC. He also
serves as Vice Chairman of The Academy of Political Science and as a
Member of the New York State Thruway Authority. Previously, Mr.
Conway served as Director, License Monitor, Inc. (2009-2010);
Trustee, Phoenix Mutual Funds (1992-2008); 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.
Experience, Qualifications, Key Attributes and Skills:
Mr. Conway has served in numerous executive roles in both the public
and private sectors, including as a Director for many publicly traded
corporations. He served for twenty years as Chairman and Director of
The Seamen's Bank for Savings, FSB and for six years as Chairman of
the New York Metropolitan Transportation Authority. Mr. Conway is a
former Chairman of the Financial Accounting Standards Advisory
Council and has served on the Audit Committees of a number of public
corporations. In addition to his executive corporate and financial
background, Mr. Conway can offer insight into legal and regulatory
matters as well, having graduated
cum laude
from Yale University law school. These experiences have provided Mr.
Conway with a very broad range of leadership, investment, risk
management, strategic planning and operational skills that have
proven very valuable to the Company.
Robert J. Mueller
, age 69, has served as a Director of the Company since 2004. Mr.
Mueller previously served as Senior Executive Vice President of The
Bank of New York (1991-2004) and as Executive Vice President of The
Bank of New York (1989-1991). From 1992 to 1998, Mr. Mueller served
as Chief Credit Policy Officer of The Bank of New York 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 Emigrant
Savings Bank, Community Preservation Corp., the Borough of Manhattan
Community College Fund and Danita Container, Inc. He is an Advisory
Board Member of Neighborhood Housing Services of New York, Inc. and a
member of Battery Park City Authority.
Experience, Qualifications, Key Attributes and Skills:
Mr. Mueller is a seasoned veteran in the world of commercial real
estate and finance, having served in various executive roles and as a
director of a number of publicly traded corporations. Immediately
prior to joining the Board of Directors of the Company, Mr. Mueller
served for more than 15 years in various executive capacities at The
Bank of New York, including as Senior Executive Vice President where
he was the bank's Chief Credit Policy Officer with responsibility as
head of worldwide risk management. His background in this area and
skills derived as a former member of the bank's Senior Planning
Committee have provided Mr. Mueller with the leadership, strategic
planning, risk management and operational experience that is sought
after in corporate directors. Mr. Mueller is the current Chairman of
the Company's Audit Committee.
Executive Officers who are not Directors
Thomas D. Myers, age 59, has served the Company as Executive Vice
President, Secretary and Chief Legal Officer since March 2009. Mr.
Myers has served as Chief Legal Officer since September 2008 and as
Secretary since 1999. Previously, Mr. Myers served the Company as
Senior Vice President (2003-2009), Co-Counsel (2007-2008), Vice
President (1995-2003) and as Associate Counsel (1995-2006).
John T. Hayes, age 44, has served the Company as Senior Vice
President, Chief Financial Officer and Treasurer since July 2008. Mr.
Hayes served the Company as Vice President and Controller from March
2007 to June 2008. Prior to joining the Company, he served as
Corporate Controller for Laundry Capital, LLC (2003-2007).
Previously, Mr. Hayes practiced public accounting for 10 years.
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 that address the
qualifications and responsibilities of Directors, Director
independence, committee structure and responsibilities, and
interactions with management, among other matters. The Corporate
Governance Guidelines 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 Leadership Structure
Our Charter provides the Board of Directors with the flexibility to
assess and revise the Company's leadership structure from time to
time. After consideration, the Board of Directors has determined that
presently it is in the best interests of the Company and its
shareholders to combine the positions of Chief Executive Officer and
Chairman of the Board of Directors, believing that the combined role
facilitates open communication between management and the Board,
encourages the Board to focus on matters that are of paramount
importance to management and provides unified leadership in executing
the Company's business initiatives. The Board also believes that
having all of the Company's independent Directors serve on the
Nominating and Corporate Governance Committee provides an appropriate
balance to the leadership structure.
Risk Oversight
The Board of Directors retains responsibility for, and is actively
involved in, the oversight and management of risks that could impact
the Company. The Board committees that are more particularly
described on the following pages have primary responsibility for
managing risk within each committee's area of discipline. The Audit
Committee regularly reviews and discusses the Company's policies and
procedures with respect to risk assessment generally and specifically
financial risk exposures, including risks associated with liquidity,
interest rates, credit, operations and other matters. The
Compensation Committee oversees risks related to the Company's
policies concerning executive compensation and compensation
generally. Each committee reports regularly to the Board to
facilitate the Board's risk oversight. The Board also receives
reports directly from senior officers who may be involved on a more
regular basis with specific risk issues. As noted in the
"Board Leadership Structure"
section above, the Board of Directors believes that the combined
roles of Chairman and Chief Executive Officer facilitate
communications with management and thus enhance effective risk
oversight.
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"). 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, 2010, the Board of Directors
held five meetings. The Board of Directors has 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,
2010. The Audit Committee assists the Board of Directors in
fulfilling its oversight responsibilities. The Committee's primary
duties are to:
monitor the integrity of the Company's financial statements,
financial reporting processes and systems of internal controls over
financial reporting;
monitor the Company's compliance with legal and regulatory
requirements relating to the foregoing;
monitor the independence and performance of the Company's independent
auditor and internal auditing function;
provide an avenue of communication among the Board, the independent
auditor, management and persons responsible for the internal audit
function; and
prepare the annual disclosures required of the Committee by Item 407
of Regulation S-K.
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.
Kevin J. Bannon, Peter Herrick and Robert J. Mueller are the current
members of the Audit Committee. Until his death on December 22, 2010,
Mr. George J. Vojta also served as a member 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 407(d) 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 one meeting during the fiscal year ended
October 31, 2010. Key responsibilities of the Compensation Committee
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
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;
reviewing and recommending to the Board compensation for Directors
and non-CEO executive officers;
administering the Company's Restricted Stock Plan and approving bonus
or cash incentive plans used to compensate officers and other
employees; and
reviewing and discussing with management the Compensation Discussion
and Analysis required by Item 402 of Regulation S-K and preparing the
disclosures required of the Committee by Item 407 of Regulation S-K
in accordance with applicable rules and regulations.
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, consisting of four Directors, held three
meetings during the fiscal year ended October 31, 2010. 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, 2010. The
principal responsibilities of the Governance Committee are to:
establish criteria for Board membership and selection of new
Directors;
recommend nominees to stand for election to the Board, including
incumbent Board members and candidates for new Directors;
develop, recommend and periodically review 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
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.
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:
a candidate's demonstrated integrity and ethics consistent with the
Company's Code of Business Conduct and Ethics;
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
a candidate's willingness to represent the best interests of all of
the Company's shareholders and not just a particular constituency.
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:
a candidate's experience in real estate, business, finance,
accounting rules and practices, law and public relations;
the appropriate size and diversity of the Company's Board of
Directors;
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
a candidate's management experience, judgment, skill and experience
with businesses and organizations comparable to the Company.
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 32) 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. Kevin J. Bannon, E. Virgil Conway, Robert R. Douglass
(Chair), Peter Herrick, George H. C. Lawrence and Robert J. Mueller
are the current members of the Governance Committee. Until his death
on December 22, 2010, Mr. George J. Vojta also served on the
Governance Committee.
In the fiscal year ended October 31, 2010, the independent Directors
of the Company met two times in executive session. Mr. Robert
Douglass, Chair of the Nominating and Corporate Governance Committee,
presided over the meetings.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
PKF, LLP ("PKF") provided auditing and other professional services to
the Company during the fiscal year ended October 31, 2010.
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.
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.
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 at the Annual Meeting, in person or by properly
executed proxy, subject to quorum requirements, will be required to
ratify the appointment of PKF as the independent registered public
accounting firm of the Company. If the stockholders do not ratify the
appointment of PKF, the Audit Committee will reconsider whether or
not to retain PKF as the independent registered public accounting
firm of the Company for the fiscal year ending October 31, 2011.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE
FOR
RATIFICATION OF THE APPOINTMENT OF PKF
AS THE 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
in subsequent years approved further amendments to the Plan
, which amendments, among other things, increased the maximum number
of shares available for issuance under the Plan to 2,650,000 shares
of which 350,000 shares are Class A Common Stock, 350,000 shares are
Common Stock, and 1,950,000 shares, at the discretion of the
Compensation Committee administering the Plan, may be any combination
of Class A Common Stock or Common Stock
. 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 align 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 7, 2011,
restricted stock
awards representing 663,400 shares of Class A Common Stock and
1,826,100 shares of Common Stock had been issued under the Plan and
there remained 160,500 shares which, at the discretion of the
Compensation Committee, may be awarded in any combination of Class A
Common Stock and Common Stock
as future restricted stock 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
further
increase the maximum number of shares of restricted stock available
for issuance thereunder
by 500,000 shares
from 2,650,000 common shares (
as noted above,
350,000 shares each of Class A Common Stock and Common Stock and
1,950,000 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 3,150,000 common shares,
of which 350,000 shares are Class A Common Stock, 350,000 shares are
Common Stock and 2,450,000 shares, at the discretion of the
Compensation Committee administering the Plan, may be any combination
of Class A Common Stock or Common Stock.
Set forth below 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
an additional 500,000 shares of
restricted stock
aggregating
3,150,000 common shares (350,000 shares each of Class A Common Stock
and Common Stock and 2,450,000 shares which, at the discretion of the
Compensation Committee, may be awarded in any combination of Class A
Common Stock or Common Stock).
At present, 160,500 shares remain available for issuance under the
Plan.
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:
the length of the restricted period of the award;
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
the eligibility to share in dividends and other distributions paid to
the Company's shareholders during the restricted period.
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
; provided, however, that if the retired participant accepts
employment or provides services during the restricted period 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 Metropolitan
Statistical Area, the participant will forfeit all unvested
restricted shares. If a participant's status as an employee or
Director terminates for any other reason, the participant will
forfeit any outstanding restricted stock awards
. Shares of restricted stock that are forfeited become available
again for issuance under the Plan. 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
income and payroll
taxes to comply with federal and state laws applicable to the value
of restricted shares when
such shares are no longer subject to a substantial
risk of forfeiture. Upon the lapse of the applicable
forfeiture
restrictions, the value of the restricted stock will be taxable to
the relevant participant as ordinary income and deductible by
the Company.
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
, in its discretion,
may make adjustments
that it deems to be equitable and appropriate
to the number and class of shares that may be awarded and the number
and class of shares subject to outstanding awards under the Plan.
Information about grants made under the Plan to each of the named
executive officers in the fiscal year ended October 31, 2010 is set
forth in the table titled "Grants of Plan-Based Awards" on page 22.
Information concerning the outstanding equity awards held by each of
the named executive officers as of October 31, 2010 can be found in
the table titled "Outstanding Equity Awards at Fiscal Year-End" on
page 23. Information for each of the named executive officers
concerning restricted stock awards that vested in the fiscal year
ended October 31, 2010 is set forth in the table titled "Option
Exercises and Stock Vested" on page 24. Information about grants made
to date in the current fiscal year is set forth in the discussion of
long-term incentives on pages 18-19. 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 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 at the Annual Meeting, in person or by properly
executed proxy, 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
PROPOSAL 4
ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, our shareholders have the opportunity to vote
to approve, on an advisory (non-binding) basis, the compensation of
our named executive officers.
Our executive compensation programs are described in detail in this
proxy statement in the section titled "Compensation Discussion and
Analysis" and the accompanying tables beginning on page 17. These
programs are designed to attract and retain talented individuals who
possess the skills and expertise necessary to lead the Company. The
Company's Restricted Stock Award Plan that is the primary vehicle for
providing long-term incentive compensation to our named executive
officers previously has been voted upon and approved by our
shareholders. As set forth in Proposal 3, shareholders separately
have the opportunity to vote on a proposed amendment to the
Restricted Stock Award Plan.
The Compensation Committee regularly reviews all elements of the
compensation paid to our named executive officers. The Committee
believes that the Company's present compensation programs, as
presented in the Compensation Discussion and Analysis section and the
accompanying tables and related narrative disclosure in this proxy
statement, promote in the best manner possible our business
objectives while aligning the interests of the named executive
officers with our shareholders to ensure continued positive financial
results. Our results support this conclusion. By adhering to a
business plan that has emphasized very low leverage by industry
standards and by leasing space to retailers that provide needed
products and services in neighborhood and community shopping centers,
the Company has continued to grow and deliver positive results to our
shareholders, despite the broad economic downturn of the last several
years. The Company remains among the leaders in its REIT sector for
total return to shareholders over the last 1, 3 and 5 year periods.
The Company is proud to have paid its shareholders uninterrupted
dividends since its inception forty-one years ago, including dividend
increases in each of the last seventeen years. The compensation
programs for our named executives are a key ingredient in motivating
these executives to continue to deliver such results.
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 at the Annual Meeting, in person or by properly
executed proxy, subject to quorum requirements, will be required to
approve, on an advisory basis, the compensation of our named
executive officers. The results of this advisory vote are not binding
on the Compensation Committee, the Company or our Board of Directors.
Nevertheless, the Board of Directors values input from our
shareholders and will consider carefully the results of this vote
when making future decisions concerning executive compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR
THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS
DISCLOSED IN
THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE ACCOMPANYING
COMPENSATION TABLES IN THIS PROXY STATEMENT
PROPOSAL 5
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
Our shareholders also have the opportunity to vote on the frequency
of future shareholder advisory votes on the compensation of our named
executive officers, such as Proposal 4 included in this proxy
statement. By voting on this Proposal 5, shareholders may recommend
whether future advisory votes on executive compensation should be
conducted every "one year," "two years" or "three years."
After consideration of this Proposal, the Compensation Committee and
the Board of Directors have determined that a vote on the
compensation of our named executive officers every three years is the
best alternative for the Company. The Board of Directors historically
has emphasized long-term strategic planning for the Company and the
Compensation Committee has fashioned executive compensation programs
that place a greater emphasis on the attainment of long-term growth
objectives than on short-term success. An advisory vote every three
years is consistent with this long-term growth strategy and also will
provide the Company with adequate time to engage shareholders to
better understand vote results when considering changes to the
Company's executive compensation programs.
The selection of "one year", "two years" or "three years" that
receives the greatest number of votes of the total combined voting
power of all classes of stock entitled to vote and present at the
Annual Meeting, in person or by properly executed proxy, subject to
quorum requirements, will indicate the shareholders' preference for
the frequency of future votes on the compensation of our named
executive officers and the Board of Directors encourages this input
from the shareholders. However, since this vote is not binding on the
Board of Directors, the Compensation Committee or the Company, the
Board of Directors may decide that it is in the best interest of the
Company and the shareholders to hold future advisory votes on the
compensation of our named executive officers more or less frequently
than as indicated by the shareholder vote on this Proposal 5.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR "THREE
YEARS"
AS THE FREQUENCY FOR FUTURE NON-BINDING ADVISORY VOTES
ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information as of January 7,
2011 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, (ii) held by each of the Directors, and each of the
executive officers named in the Summary Compensation Table below, and
(iii) held 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
|
|
|
3,503,272 (1
|
)
|
|
40.6
|
%
|
|
290,050 (2
|
)
|
|
1.4
|
%
|
|
Urstadt Biddle Properties Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
321 Railroad Ave.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willing L. Biddle
|
|
|
1,997,855 (3
|
)
|
|
23.1
|
%
|
|
165,640 (4
|
)
|
|
.8
|
%
|
|
Urstadt Biddle Properties Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
321 Railroad Ave.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenwich, CT 06830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc.
|
|
|
-
|
|
|
-
|
|
|
1,738,975 (5
|
)
|
|
8.3
|
%
|
|
40 East 52
nd
Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10022
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group, Inc.
|
|
|
-
|
|
|
-
|
|
|
1,434,653 (6
|
)
|
|
6.9
|
%
|
|
100 Vanguard Blvd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Malvern, PA 19355
|
|
|
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|
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|
|
|
|
|
|
Wellington Management Company, LLP
|
|
|
410,548 (7
|
)
|
|
4.8
|
%
|
|
-
|
|
|
-
|
|
|
75 State Street
|
|
|
|
|
|
|
|
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|
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|
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|
|
Boston, MA 02109
|
|
|
|
|
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|
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|
|
|
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|
|
_______________
|
|
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|
|
(1)
|
|
|
Of these shares, 550,038 shares are owned by Urstadt Property
Company, Inc. ("UPCO"), a Delaware corporation of which Mr. Urstadt
is the chairman, a director and a principal stockholder, 950,798
shares 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, 1,902,431 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, 31,050 shares are owned by Elinor Urstadt and 3,955 shares
are held by the trust established under the Urstadt Biddle Properties
Inc. Excess Benefit and Deferred Compensation Plan of 2005.
|
|
|
|
|
|
|
|
|
(2)
|
|
|
Of these shares, 40,000 shares are owned by URACO, 10,000 shares are
owned by Elinor Urstadt, 10,000 shares are owned by UPCO and 100,000
shares are owned by the Urstadt Conservation Foundation (the
"Conservation Foundation"), of which Mr. Urstadt and his wife are the
sole trustees. Mr. Urstadt disclaims beneficial ownership of any
shares held by the Conservation Foundation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
Of these shares, 4,164 shares are held by the two trusts established
under the Urstadt Biddle Properties Inc. Excess Benefit and Deferred
Compensation Plans of 2000 and 2005, 2,307 shares are owned by the
Willing L. Biddle IRA, 21,951 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 for the benefit of Mr. Biddle. 1,110,455 shares owned
directly by Mr. Biddle are pledged as collateral for a third party
loan.
|
|
|
|
|
|
|
|
|
(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. 131,700 shares owned directly by Mr. Biddle are pledged
as collateral for a third party loan.
|
|
|
|
|
|
|
|
|
(5)
|
|
|
Based upon information filed with the SEC on January 29, 2010 by
BlackRock, Inc. in a Schedule 13G for the year ended December 31,
2009.
|
|
|
|
|
|
|
|
|
(6)
|
|
|
Based upon information filed with the SEC on February 4, 2010 by The
Vanguard Group, Inc. in a Schedule 13G/A for the year ended December
31, 2009.
|
|
|
|
|
|
|
|
|
(7)
|
|
|
Based upon information filed with the SEC on February 12, 2010 by
Wellington Management Company, LLP in a Schedule 13G/A for the year
ended December 31, 2009.
|
|
DIRECTORS AND OFFICERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Common
Shares
Beneficially
Owned
|
|
|
Percent
of Class
|
|
|
Class A
Common Shares
Beneficially
Owned
|
|
|
Percent of
Class
|
|
|
Charles J. Urstadt
|
|
|
3,503,272
|
|
|
(1)
|
|
|
40.6%
|
|
|
290,050
|
|
|
(2)
|
|
|
1.4%
|
|
|
Willing L. Biddle
|
|
|
1,997,855
|
|
|
(3)
|
|
|
23.1%
|
|
|
165,640
|
|
|
(4)
|
|
|
*
|
|
|
Kevin J. Bannon
|
|
|
-
|
|
|
|
|
|
*
|
|
|
22,500
|
|
|
|
|
|
*
|
|
|
E. Virgil Conway
|
|
|
7,625
|
|
|
|
|
|
*
|
|
|
80,696
|
|
|
(5)
|
|
|
*
|
|
|
Robert R. Douglass
|
|
|
7,825
|
|
|
|
|
|
*
|
|
|
39,843
|
|
|
|
|
|
*
|
|
|
Peter Herrick
|
|
|
-
|
|
|
|
|
|
*
|
|
|
85,274
|
|
|
|
|
|
*
|
|
|
George H.C. Lawrence
|
|
|
-
|
|
|
|
|
|
*
|
|
|
70,939
|
|
|
|
|
|
*
|
|
|
Robert J. Mueller
|
|
|
-
|
|
|
|
|
|
*
|
|
|
38,050
|
|
|
|
|
|
*
|
|
|
Charles D. Urstadt
|
|
|
23,776
|
|
|
|
|
|
*
|
|
|
1,200
|
|
|
|
|
|
*
|
|
|
George J. Vojta (6)
|
|
|
525
|
|
|
|
|
|
*
|
|
|
7,125
|
|
|
|
|
|
*
|
|
|
John T. Hayes
|
|
|
-
|
|
|
|
|
|
*
|
|
|
25,030
|
|
|
|
|
|
*
|
|
|
Thomas D. Myers
|
|
|
9,000
|
|
|
|
|
|
*
|
|
|
117,950
|
|
|
|
|
|
*
|
|
|
Directors & Executive Officers as a group (12 persons)
|
|
|
5,549,878
|
|
|
|
|
|
64.3%
|
|
|
944,297
|
|
|
|
|
|
4.5%
|
|
______________
|
|
|
|
|
|
|
*
|
|
|
Less than 1%
|
|
|
|
|
|
|
|
|
(1)
|
|
|
See note (1) under the preceding table titled "5% Beneficial Owners".
|
|
|
|
|
|
|
|
|
(2)
|
|
|
See note (2) under the preceding table titled "5% Beneficial Owners".
|
|
|
|
|
|
|
|
|
(3)
|
|
|
See note (3) under the preceding table titled "5% Beneficial Owners".
|
|
|
|
|
|
|
|
|
(4)
|
|
|
See note (4) under the preceding table titled "5% Beneficial Owners".
|
|
|
|
|
|
|
|
|
(5)
|
|
|
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 officers and directors. Mr. Conway disclaims beneficial
ownership of any shares held by The Conway Foundation.
|
|
|
|
|
|
|
|
|
(6)
|
|
|
Mr. Vojta died on December 22, 2010.
|
|
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 two most highly compensated executive officers, constituting
the only persons who served as executive officers during the fiscal
year ended October 31, 2010 (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
2.
Short-term rewards
3.
Long-term incentives
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 in some circumstances represent less
than 25% 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 and to reflect the
current economic climate. 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 2011 annual base
compensation
for the NEOs. Base salaries for 2011 for Messrs. Urstadt, Hayes,
Biddle and Myers were set at $300,000, $205,100, $313,000, and
$210,000, respectively. The base salaries for Messrs. Urstadt and
Biddle are unchanged from 2010 and the increases for the other NEOs
represent changes from the prior year of less than 1.3%.
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 cash 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 performance
of the Company annually, 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 primarily
because it excludes the assumption that the value of its real estate
assets diminishes predictably over time and because industry analysts
have accepted it as a performance measure. 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 2010. Such payments were made in December 2009 and
reflect the Committee's assessment of the individual's performance
and the Company's results for fiscal 2009 when, despite the fact that
the Company completed several small acquisitions and successfully
leased or renewed leases representing approximately 15% of the
Company's leasable space at competitive rates, FFO, net income and
other important measures of short-term performance remained nearly
unchanged or declined from the preceding year. As reflected in the
Summary Compensation Table, no bonus was awarded to the Chief
Executive Officer in the fiscal year ended October 31, 2010. To
acknowledge contributions by Mr. Biddle and strong individual
performances by the other named executive officers, the Committee
awarded a bonus of $11,000 to the Chief Operating Officer and also
recommended bonuses, later approved by the Board of Directors, for
Messrs. Hayes and Myers of $7,700 and $7,900, respectively.
At its meeting in December 2010, the Compensation Committee reviewed
results for the year ended October 31, 2010. The Committee again
recognized the sound performance of the Company during the year
relative to other retail REITs, but also acknowledged that the
short-term measures of performance discussed above continued mostly
unchanged or declined from the preceding year. No cash bonuses were
awarded to the Chief Executive Officer or the Chief Operating
Officer. The Committee acknowledged contributions by the other named
executive officers by recommending bonuses, subsequently approved by
the Board of Directors, for Messrs. Hayes and Myers of $4,310 and
$3,990, respectively. Such bonuses, paid in fiscal 2011, 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 (the "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. The Committee
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 net asset value, even if
the same are difficult to measure on a current basis. 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, 2010. Those grants were
approved in December 2009 and became effective January 2010 following
the close of the prior fiscal year. Such grants reflect the
Compensation Committee's consideration of the factors described above.
At its meeting in December 2010, the Compensation Committee
considered results for the year ended October 31, 2010 and undertook
its annual evaluation and recommendations for changes in base
compensation, annual bonuses and incentive awards. To recognize their
extraordinary contributions, the Committee awarded restricted stock
to Mr. Urstadt in the amount of 75,000 Common shares and 2,500 Class
A Common shares, to Mr. Biddle in the amount of 100,000 Common shares
and 2,500 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 3, 2011. Mr.
Biddle's award vests after nine 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 recognized a number of significant
accomplishments, including: successful issuance and sale of an
additional 2,500,000 shares of the Company's Class A Common stock in
a follow on offering that provided the Company with approximately
$43.8 million, after expenses; the acquisition of interests in four
additional properties, including over 100 new tenants in almost
700,000 square feet; new leases or lease renewals at competitive
rents representing an additional 390,000 square feet; strict
adherence to a business plan that has emphasized very low leverage by
industry standards and ample liquidity and credit lines for future
growth; and sound risk management by the elimination of all variable
rate long-term debt obligations. Despite the continuation of a
challenging economic environment, the Committee recognized that the
Company remains among the leaders of all retail REITs in comparisons
of total performance over the last 1, 3 and 5 year periods.
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 matching Company contributions. For the fiscal year ended
October 31, 2010, the Compensation Committee approved matching
profit-sharing contributions for each participant's account equal to
the amount of the participant's elective deferrals that do not exceed
five percent (5%) of compensation (as defined) under the 401(k) Plan.
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 the 5% matching contribution that would have
been allocated to the accounts for Messrs. Urstadt and Biddle under
the 401(k) Plan for the fiscal year ended October 31, 2010 absent the
Code Limitations, were credited to an Excess Benefit Account for such
individuals 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."
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.
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Compensation Committee:
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E. Virgil Conway, Chairman
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Robert R. Douglass
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George H.C. Lawrence
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SUMMARY COMPENSATION TABLE
The table below summarizes all of the compensation paid or awarded to
the named executive officers in each of the three fiscal years in the
period ended October 31, 2010.
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Name and
Principal Position
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Year
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Salary
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Bonus
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Total
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Restricted
Stock (1)
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All Other
Compensation (2)
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Total
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Charles J. Urstadt
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2010
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$300,000 (3)
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$
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-
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$
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300,000
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$
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1,193,500
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$
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12,250
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$
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1,505,750
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Chairman and Chief
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2009
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$300,000
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$
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-
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$
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300,000
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$
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1,144,750
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$
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12,500
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$
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1,457,250
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Executive Officer
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2008
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$299,167
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$
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30,000
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$
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329,167
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$
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1,183,750
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$
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-
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$
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1,512,917
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John T. Hayes (4)
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2010
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$202,500 (3)
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$
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7,700
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$
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210,200
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$
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100,750
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$
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10,558
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$
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321,508
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Senior Vice President
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2009
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$195,833
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$
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10,000
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$
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205,833
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$
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93,000
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$
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9,792
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$
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308,625
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and Chief Financial Officer
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2008
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$173,333
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$
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10,000
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$
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183,333
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$
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91,200
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$
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9,166
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$
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283,699
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Willing L. Biddle
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2010
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$312,500 (3)
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$
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11,000
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$
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323,500
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$
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1,565,500
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$
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12,250
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$
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1,912,250
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President and Chief
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2009
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$308,333
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$
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-
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$
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308,333
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$
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1,429,350
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$
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15,417
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$
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1,753,100
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Operating Officer
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2008
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$297,500
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$
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35,000
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$
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332,500
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$
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1,479,150
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$
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14,922
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$
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1,826,572
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Thomas D. Myers (5)
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2010
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$207,083 (3)
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$
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7,900
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$
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214,983
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$
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170,500
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$
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10,797
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$
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404,180
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Executive Vice President,
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2009
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$202,500
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$
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11,000
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$
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213,500
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$
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165,390
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$
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10,125
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$
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389,015
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Secretary and Chief Legal Officer
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2008
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$188,500
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$
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20,000
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$
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208,500
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$
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182,400
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$
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10,424
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$
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401,324
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______________
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(1)
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Amounts shown represent the dollar value on the date of grant
computed in accordance with ASC Topic 718 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 ASC Topic 718, see note 12 to the
consolidated financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 2010.
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(2)
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Consists of a matching 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 equal to the amount of the
NEO's elective deferrals that do not exceed 5% of such NEO's
compensation (as defined) under the Plan and related excess benefit
compensation.
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(3)
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Changes to salaries are made annually and are effective January 1 for
the ensuing calendar year. The Board of Directors has approved 2011
base salaries for Messrs. Urstadt, Hayes, Biddle and Myers in amounts
of $300,000, $205,100, $313,000 and $210,000, respectively.
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(4)
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Mr. Hayes first became an executive officer on July 1, 2008 upon his
appointment as Senior Vice President and Chief Financial Officer.
Prior to such date, he served the Company as Vice President and
Controller.
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(5)
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Mr. Myers has served the Company as Executive Vice President,
Secretary and Chief Legal Officer since March 2009. He served as
Senior Vice President, Secretary and Chief Legal Officer from
September 2008 to March 2009. Prior to such date, he served as Senior
Vice President, Co-Counsel and Secretary.
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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, 2010. Grants in fiscal 2010 were based on
performance in the preceding year.
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All Other Stock Awards:
Number of
Shares of Stock or Units
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Grant Date
Fair Value of Stock Awards
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Name
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Grant
Date
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Approval
Date (1)
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Common
Stock
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Class A
Common
Stock
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Common
Stock $
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Class A
Common
Stock $
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Charles J.Urstadt
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1/4/2010
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12/09/2009
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75,000 (2)
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5,000 (2)
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$1,116,000 (3)
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$ 77,500 (4)
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John T. Hayes
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1/4/2010
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12/16/2009
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-
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6,500 (2)
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-
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$100,750 (4)
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Willing L. Biddle
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1/4/2010
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12/09/2009
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100,000 (5)
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5,000 (5)
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$1,488,000 (3)
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$ 77,500 (4)
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Thomas D. Myers
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1/4/2010
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12/16/2009
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-
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11,000 (2)
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-
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$170,500 (4)
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______________
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(1)
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As discussed in the "Compensation Discussion and Analysis", the
Compensation Committee determines the awards for the CEO and COO. For
other executive officers, the Compensation Committee makes
recommendations to the Board of Directors for final action.
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(2)
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Stock subject to this award is scheduled to vest five years after the
date of grant.
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(3)
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Calculated in accordance with ASC Topic 718, the grant date per share
price was $14.88.
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(4)
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Calculated in accordance with ASC Topic 718, the grant date per share
price was $15.50.
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(5)
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Stock subject to this award is scheduled to vest nine years after the
date of grant.
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A summary of the Restricted Stock Award Plan can be found in Proposal
3 on pages 10-12 describing a proposed amendment to the Restricted
Stock Award Plan.
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, 2010.
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Number of
Shares of
Stock That
Have Not
Vested
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Market Value of
Shares of
Stock That
Have Not
Vested $ (1)
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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
|
|
|
1/2/2004
|
|
|
81,250
|
|
|
(3)
|
|
$
|
1,339,813
|
|
|
|
|
|
6,250
|
|
|
(3)
|
|
$
|
120,063
|
|
|
|
|
|
1/3/2005
|
|
|
75,000
|
|
|
(3)
|
|
$
|
1,236,750
|
|
|
|
|
|
6,250
|
|
|
(3)
|
|
$
|
120,063
|
|
|
|
|
|
1/3/2006
|
|
|
65,000
|
|
|
(4)
|
|
$
|
1,071,850
|
|
|
|
|
|
5,000
|
|
|
(4)
|
|
$
|
96,050
|
|
|
|
|
|
1/2/2007
|
|
|
45,000
|
|
|
(5)
|
|
$
|
742,050
|
|
|
|
|
|
5,000
|
|
|
(5)
|
|
$
|
96,050
|
|
|
|
|
|
1/2/2008
|
|
|
75,000
|
|
|
(5)
|
|
$
|
1,236,750
|
|
|
|
|
|
5,000
|
|
|
(5)
|
|
$
|
96,050
|
|
|
|
|
|
1/2/2009
|
|
|
75,000
|
|
|
(5)
|
|
$
|
1,236,750
|
|
|
|
|
|
5,000
|
|
|
(5)
|
|
$
|
96,050
|
|
|
|
|
|
1/4/2010
|
|
|
75,000
|
|
|
(5)
|
|
$
|
1,236,750
|
|
|
|
|
|
5,000
|
|
|
(5)
|
|
$
|
96,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Hayes
|
|
|
1/2/2008
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
6,000
|
|
|
(5)
|
|
$
|
115,260
|
|
|
|
|
|
1/2/2009
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
6,000
|
|
|
(5)
|
|
$
|
115,260
|
|
|
|
|
|
1/4/2010
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
6,500
|
|
|
(5)
|
|
$
|
124,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willing L. Biddle
|
|
|
1/2/2003
|
|
|
93,750
|
|
|
(3)
|
|
$
|
1,545,938
|
|
|
|
|
|
6,250
|
|
|
(3)
|
|
$
|
120,063
|
|
|
|
|
|
1/2/2004
|
|
|
93,750
|
|
|
(3)
|
|
$
|
1,545,938
|
|
|
|
|
|
6,250
|
|
|
(3)
|
|
$
|
120,063
|
|
|
|
|
|
1/3/2005
|
|
|
100,000
|
|
|
(3)
|
|
$
|
1,649,000
|
|
|
|
|
|
5,000
|
|
|
(3)
|
|
$
|
96,050
|
|
|
|
|
|
1/3/2006
|
|
|
100,000
|
|
|
(3)
|
|
$
|
1,649,000
|
|
|
|
|
|
5,000
|
|
|
(3)
|
|
$
|
96,050
|
|
|
|
|
|
1/2/2007
|
|
|
60,000
|
|
|
(3)
|
|
$
|
989,400
|
|
|
|
|
|
5,000
|
|
|
(3)
|
|
$
|
96,050
|
|
|
|
|
|
1/2/2008
|
|
|
95,000
|
|
|
(3)
|
|
$
|
1,566,550
|
|
|
|
|
|
5,000
|
|
|
(3)
|
|
$
|
96,050
|
|
|
|
|
|
1/2/2009
|
|
|
95,000
|
|
|
(3)
|
|
$
|
1,566,550
|
|
|
|
|
|
5,000
|
|
|
(3)
|
|
$
|
96,050
|
|
|
|
|
|
1/4/2010
|
|
|
100,000
|
|
|
(6)
|
|
$
|
1,649,000
|
|
|
|
|
|
5,000
|
|
|
(6)
|
|
$
|
96,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D. Myers
|
|
|
1/2/2003
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
7,200
|
|
|
(6)
|
|
$
|
138,312
|
|
|
|
|
|
1/2/2004
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
7,500
|
|
|
(3)
|
|
$
|
144,075
|
|
|
|
|
|
1/3/2005
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
12,500
|
|
|
(3)
|
|
$
|
240,125
|
|
|
|
|
|
1/3/2006
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
15,000
|
|
|
(3)
|
|
$
|
288,150
|
|
|
|
|
|
1/2/2007
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
12,500
|
|
|
(5)
|
|
$
|
240,125
|
|
|
|
|
|
1/2/2008
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
12,000
|
|
|
(5)
|
|
$
|
230,520
|
|
|
|
|
|
1/2/2009
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
10,000
|
|
|
(5)
|
|
$
|
192,100
|
|
|
|
|
|
3/5/2009
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
1,000
|
|
|
(5)
|
|
$
|
19,210
|
|
|
|
|
|
1/4/2010
|
|
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
11,000
|
|
|
(5)
|
|
$
|
211,310
|
|
Individual Grant Information:
|
|
|
|
|
(1)
|
|
|
Market value based on closing price of Common Stock on October 29,
2010 of $16.49 per share.
|
|
|
|
|
|
|
(2)
|
|
|
Market value based on closing price of Class A Common Stock on
October 29, 2010 of $19.21 per share.
|
|
|
|
|
|
|
(3)
|
|
|
Stock scheduled to vest ten years after the grant date.
|
|
|
|
|
|
|
(4)
|
|
|
Restricted Stock that vested on January 3, 2011.
|
|
|
|
|
|
|
(5)
|
|
|
Stock scheduled to vest five years after the grant date.
|
|
|
|
|
|
|
(6)
|
|
|
Stock scheduled to vest nine years after the grant date.
|
|
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, 2010. The value realized
is based on the closing price of $14.88 per Common share and $15.50
per Class A Common share on the vesting date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
Common Stock (1)
|
|
|
Stock Awards
Class A Common Stock (1)
|
|
|
Name
|
|
|
Number of Shares
Acquired on Vesting
|
|
|
Value Realized
on Vesting ($)
|
|
|
Number of Shares
Acquired on Vesting
|
|
|
Value Realized
on Vesting ($)
|
|
|
Charles J. Urstadt
|
|
|
15,000
|
|
|
|
|
$
|
223,200
|
|
|
15,000
|
|
|
|
|
$
|
232,500
|
|
|
John T. Hayes
|
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
-
|
|
|
Willing L. Biddle
|
|
|
20,000
|
|
|
|
|
$
|
297,600
|
|
|
20,000
|
|
|
|
|
$
|
310,000
|
|
|
Thomas D. Myers
|
|
|
2,000
|
|
|
|
|
$
|
29,760
|
|
|
2,000
|
|
|
|
|
$
|
31,000
|
|
______________
(1) All stock awards shown were granted on January 3, 2000 and vested
on January 3, 2010.
NON-QUALIFIED DEFERRED COMPENSATION
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, effective January 1, 2005 (the
"Revised Plan", and collectively, the "Deferred Compensation Plan").
The Deferred Compensation Plan is intended to provide eligible
employees with benefits in excess of the amounts that 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 $200,000. The Deferred Compensation Plan provides
that a participant is credited with an amount equal to the
contributions that would have been credited to the participant if the
applicable compensation limitation under the 401(k) Plan did
not apply.
Amounts credited under the Deferred Compensation 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 Deferred
Compensation Plan are increased with interest at a rate set from time
to time by the Compensation Committee. For the fiscal year ended
October 31, 2010, 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. At a date selected by a
participant when a deferral election is made, or following a
participant's retirement or severance of employment with the Company,
amounts in the Deferred Compensation 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 in 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 Deferred Compensation Plan 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 on the following page provides information on the
non-qualified deferred compensation of each of the named executive
officers.
NONQUALIFIED DEFERRED COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
Contributions
|
|
|
|
|
|
Contributions
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
Withdrawals/
|
|
|
|
|
|
Balances
|
|
|
|
|
|
|
|
|
in Last FY
|
|
|
|
|
|
in Last FY
|
|
|
|
|
|
in Last FY
|
|
|
|
|
|
in Last FY
|
|
|
|
|
|
at Last FYE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
($)
|
|
|
|
|
|
($)
|
|
|
|
|
|
($)
|
|
|
|
|
|
($)
|
|
|
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles J.Urstadt
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
3,500
|
|
|
|
|
$
|
9,656
|
|
|
|
|
$
|
121,145
|
|
|
|
|
$
|
194,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Hayes
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willing L. Biddle
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
3,917
|
|
|
|
|
$
|
4,247
|
|
|
|
|
$
|
12,623
|
|
|
|
|
$
|
90,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D, Myers
|
|
|
|
|
$
|
10,402
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
306
|
|
|
|
|
$
|
-
|
|
|
|
|
$
|
19,317
|
|
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, Hayes, Biddle and Myers the value of
their unvested restricted stock as of October 31, 2010 was
$8,821,089, $355,385, $12,977,802 and $1,703,927, 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, while other grants of restricted
stock would be forfeited in the event of his voluntary retirement
prior to the end of the applicable vesting period. Grants that would
continue to vest 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, 2010, is
$4,822,689.
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. Generally, 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, duties 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, 2010. 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
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Name
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|
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|
Cash
Compensation
|
|
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|
Continuation
of Medical
and Insurance
Benefits (1)
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Other
Benefits (2)
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|
Acceleration
of Equity
Awards (3)
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Total
Termination
Benefits
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|
|
|
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|
|
|
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|
|
|
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|
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|
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|
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|
|
|
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Charles J. Urstadt
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|
|
|
|
$
|
300,000
|
|
|
|
|
$
|
22,578
|
|
|
|
|
$
|
15,000
|
|
|
|
|
$
|
8,821,089
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|
|
|
|
$
|
9,158,667
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|
|
|
|
|
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|
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|
|
|
|
|
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|
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|
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|
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John T. Hayes
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$
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203,000
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|
|
|
|
$
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14,656
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|
|
|
|
$
|
10,150
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|
|
|
|
$
|
355,385
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|
|
|
|
$
|
583,191
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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Willing L. Biddle
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$
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313,000
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|
|
|
|
$
|
17,520
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|
|
|
|
$
|
15,650
|
|
|
|
|
$
|
12,977,802
|
|
|
|
|
$
|
13,323,972
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|
|
|
|
|
|
|
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|
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|
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|
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|
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|
|
|
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Thomas D. Myers
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|
|
|
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$
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207,500
|
|
|
|
|
$
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17,905
|
|
|
|
|
$
|
10,375
|
|
|
|
|
$
|
1,703,927
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|
|
|
|
$
|
1,939,707
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|
_________________
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|
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(1)
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Represents an estimate of the cost to provide for one year continued
life insurance, disability, medical and other benefit programs in
which the named officer is participating or to which he is entitled.
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(2)
|
|
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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.
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(3)
|
|
|
The Compensation Committee administers the Company's Restricted Stock
Award 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.
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DIRECTOR COMPENSATION
For the year ended October 31, 2010, other than Messrs. C.J. Urstadt
and Biddle, each Director received an annual retainer of $23,000,
compensation of $1,800 for each Board of Directors meeting and each
committee meeting attended in person and compensation of $900 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 $3,500. The Compensation
Committee also awarded each non-employee Director 950 restricted
shares of common stock which, at the election of each Director, could
be any combination of Class A Common Stock and Common Stock. At its
meeting in December 2010, the Compensation Committee voted to leave
unchanged the foregoing fees for the ensuing fiscal year. Messrs.
C.J. Urstadt and Biddle, who are officers and full-time employees of
the Company, do not receive separate compensation for service as
Directors or committee members.
The compensation table below summarizes the compensation paid to
members of the Board of Directors during the fiscal year ended
October 31, 2010.
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Name
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Fees
Earned
or Paid
in Cash
($)
|
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Stock
Awards
($) (1)
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All Other
Compensation
($)
|
|
|
|
|
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Total
($)
|
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|
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Kevin J. Bannon
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|
|
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$38,650
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|
|
|
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$
|
14,725
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|
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-
|
|
|
|
|
$
|
53,375
|
|
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E. Virgil Conway
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|
|
|
|
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$37,450 (2)
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|
|
|
|
$
|
14,725
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|
|
-
|
|
|
|
|
$
|
52,175
|
|
|
Robert R. Douglass
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|
|
|
|
|
$38,350 (3)
|
|
|
|
|
$
|
14,725
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|
|
-
|
|
|
|
|
$
|
53,075
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|
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Peter Herrick
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|
|
|
|
|
$44,000
|
|
|
|
|
$
|
14,725
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|
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-
|
|
|
|
|
$
|
58,725
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|
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George H.C. Lawrence
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|
|
|
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|
$34,150
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|
|
|
|
$
|
14,725
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|
|
-
|
|
|
|
|
$
|
48,875
|
|
|
Robert J. Mueller
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|
|
|
|
|
$44,850 (4)
|
|
|
|
|
$
|
14,725
|
|
|
-
|
|
|
|
|
$
|
59,575
|
|
|
Charles D. Urstadt
|
|
|
|
|
|
$32,550
|
|
|
|
|
$
|
14,136
|
|
|
-
|
|
|
|
|
$
|
46,686
|
|
|
George J. Vojta
|
|
|
|
|
|
$38,650
|
|
|
|
|
$
|
14,725
|
|
|
-
|
|
|
|
|
$
|
53,375
|
|
______________
|
|
|
|
|
|
|
(1)
|
|
|
As described under Director Compensation above, the Compensation
Committee awarded each non-employee Director 950 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 each award was computed
in accordance with ASC Topic 718 and is based upon the closing price
of the applicable stock on the grant date ($14.88 per share for
Common Stock and $15.50 per share for Class A Common Stock).
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|
|
|
|
|
|
|
(2)
|
|
|
Includes additional retainer of $3,500 that Mr. Conway received as
Chair of the Compensation Committee.
|
|
|
|
|
|
|
|
|
(3)
|
|
|
Includes additional retainer of $3,500 that Mr. Douglass received as
Chair of the Nominating and Corporate Governance Committee.
|
|
|
|
|
|
|
|
|
(4)
|
|
|
Includes additional retainer of $3,500 that Mr. Mueller received as
Chair of the Audit Committee.
|
|
REPORT OF AUDIT COMMITTEE
The Audit Committee of the Company's Board of Directors consists of
the three non-employee directors listed below. Until his death on
December 22, 2010, Mr. George J. Vojta also served as a member of the
Audit Committee. 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 pages
7-8 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, 2010. 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
according to applicable requirements of the Public Company Accounting
Oversight Board regarding the independent registered public
accounting firm's communications with the Audit Committee concerning
independence, 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, 2010, 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. During the fiscal
year ended October 31, 2010, the Audit Committee also engaged Berdon
LLP, certified public accountants and advisors, to provide internal
audit services for the Company. The Committee has not yet engaged
anyone to provide internal audit services in 2011.
|
|
|
|
|
|
|
|
|
|
Audit Committee:
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Mueller, Chairman
|
|
|
|
|
|
Kevin J. Bannon
|
|
|
|
|
|
Peter Herrick
|
|
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, 2010, 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, 2010 and 2009 respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY Ended 10/31/10
|
|
|
|
|
|
FY Ended 10/31/09
|
|
|
Fees Billed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
|
|
|
|
|
$
|
331,000
|
|
|
|
|
$
|
327,000
|
|
|
Audit-Related Fees
|
|
|
|
|
|
|
|
$
|
51,160
|
|
|
|
|
$
|
4,800
|
|
|
Tax Fees
|
|
|
|
|
|
|
|
$
|
33,660
|
|
|
|
|
$
|
23,490
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
415,820
|
|
|
|
|
$
|
355,290
|
|
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, 2010,
this amount included $255,000 for the audit and quarterly reviews of
the Company's financial statements and $76,000 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 and
significant property acquisitions 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, 2010, 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, 2011. 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, 2010, the Company incurred fees of
approximately $152,000 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; and Charles D. Urstadt, a director of the
Company, is the son of Charles J. Urstadt and the brother-in-law of
Willing L. Biddle.
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, 2009 through October 31, 2010, 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, Directors, officers and employees
of the Company and its affiliates may solicit proxies by personal
interview, facsimile transmission or telephone and will not receive
additional compensation for such services. Arrangements will be made
with banks, brokerage firms and other 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 parties 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, the
amendment of the Company's Restricted Stock Award Plan and the
advisory vote on executive compensation 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. On the proposal regarding the
frequency of future advisory votes on executive compensation, the
option receiving the greatest number of votes 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 will be
the option recommended by the shareholders. 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 stockholders 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, 2010 (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.
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 and other interested parties also may
direct communications solely to the Independent Directors of the
Company by addressing such communications to the Independent
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 to
the extent permitted by applicable laws and regulations.
The Company encourages, but does not require, that members of its
Board of Directors attend the Annual Meeting of Stockholders. Nine of
the Company's ten Directors attended the Annual Meeting of
Stockholders held March 9, 2010.
Any stockholder who intends to present a stockholder proposal for
consideration at the Company's 2012 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 10, 2011.
Any stockholder who intends to present a stockholder proposal for
consideration at the Company's 2012 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 2012 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 2012 Annual Meeting of Stockholders is
currently anticipated to be held on March 8, 2012. Any notice of
intent to consider other matters and/or nominees, and related
information, therefore must be received by the Company by December
24, 2011. 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.
Urstadt
Biddle Properties Inc.
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INTERNET
http://www.proxyvoting.com/smci
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
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OR
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WO#
90811
q
FOLD
AND DETACH HERE
q
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Please
mark your votes as indicated in this example
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x
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THE BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1 – 4
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1. ELECTION OF DIRECTORS
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FOR
ALL
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WITHHOLD
FOR ALL
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*EXCEPTIONS
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Proposal 1
.
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To elect three Directors to
serve for three years
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Nominees:
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01 Kevin J. Bannon
02 Peter Herrick
03 Charles D. Urstadt
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the “Exceptions” box above and write that nominee’s name in the space provided below.)
*Exceptions _______________________________________________________________________________
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FOR
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AGAINST
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ABSTAIN
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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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Proposal 3
.
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To amend the Company’s Restricted Stock Award Plan.
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Proposal 4
.
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Advisory vote on executive compensation.
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The Board of Directors recommends a vote FOR every
“3 years” on Proposal 5.
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1 year
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2 years
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3 years
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Abstain
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Proposal 5
.
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Frequency of Shareholder advisory votes on Executive Compensation.
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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, trustee or other fiduciary, 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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Mark Here for
Address Change
or Comments
SEE REVERSE
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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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Signature
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Signature
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Date
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You can now access your Urstadt Biddle Properties Inc. account
online.
Access your Urstadt Biddle Properties Inc. account online via Investor
ServiceDirect® (ISD).
BNY Mellon Shareowner Services, the transfer agent for Urstadt Biddle
Properties Inc., now makes it
easy and convenient to get current information on your shareholder
account.
|
•
|
View account status
|
•
|
View payment history for dividends
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|
•
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View certificate history
|
•
|
Make address changes
|
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•
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View book-entry information
|
•
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Obtain a duplicate 1099 tax form
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Visit us on the web at http://www.bnymellon.com/shareowner/equityaccess
For Technical Assistance Call 1-877-978-7778
between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect
®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Choose
MLink
SM
for fast, easy and secure 24/7 online access to your
future proxy materials, investment plan statements, tax documents and more. Simply log on to
Investor ServiceDirect
®
at
www.bnymellon.com/shareowner/equityaccess
where step-by-step instructions will prompt you through enrollment.
|
Important
notice regarding the Internet availability of proxy materials for the Annual Meeting
of Shareholders. The Proxy Statement and the 2010 Annual Report to Stockholders are
available at: http://www1.snl.com/IRWebLinkX/GenPage.aspx?IID=4078030&gkp=203145
q
FOLD
AND DETACH HERE
q
URSTADT BIDDLE PROPERTIES INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To be held on March 10, 2011
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 24, 2011, at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at 2:00
p.m. on Thursday, March 10, 2011 at Doral Arrowwood, 975 Anderson Hill Road, Rye Brook, New York 10573, and at any adjournments
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; (iii) FOR the amendment of the Company’s Restricted Stock Award Plan, as set forth
in Proposal 3; (iv) FOR approval of the advisory vote on the Company’s executive compensation, as set forth in Proposal 4;
and (v) FOR a 3 Year Frequency on future advisory votes on executive compensation, as set forth in Proposal 5. In their discretion,
the Proxies are each authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments
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.
Address
Change/Comments
(Mark the corresponding box on the reverse side)
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BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
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(Continued and to be marked, dated and signed, on the other side)
WO#
90811
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