PROPOSAL 3
TO AMEND THE COMPANY'S CHARTER (i) TO INCREASE THE NUMBER OF
AUTHORIZED SHARES
OF STOCK, (ii) TO PERMIT THE BOARD OF DIRECTORS TO
MAKE FUTURE CHANGES IN THE
NUMBER OF AUTHORIZED SHARES OF STOCK
WITHOUT ADDITIONAL APPROVAL FROM
STOCKHOLDERS; and (iii) TO REDUCE
THE PERCENTAGE REQUIRED FOR APPROVAL OF
CERTAIN STOCKHOLDER VOTES
FROM TWO-THIRDS TO A MAJORITY
At its meeting on December 12, 2012, the Board of Directors of the Company adopted resolutions approving
amendments to the Company's Charter that would, if approved by the
Company's stockholders: (i) increase the number of shares of stock
that the Company has authority to issue from 100,000,000 shares to
200,000,000 shares; (ii) authorize the Board of Directors to make
future changes in the number of shares of stock that the Company has
authority to issue without additional approval from stockholders; and
(iii) reduce the percentage required for approval of certain
stockholder votes from two-thirds to a majority.
Increasing the Number of Authorized Shares
The Company's Amended Articles of Incorporation (the "Charter")
currently provides that the total number of shares of stock that the
Company is authorized to issue (the "Stock") is 100,000,000 shares,
which consists of 40,000,000 shares of Class A common stock ("Class A
Common Stock"), 30,000,000 shares of common stock ("Common Stock"),
20,000,000 shares of preferred stock ("Preferred Stock"), and
10,000,000 shares of excess stock ("Excess Stock"). The resolution
approved by the Board of Directors would amend the Charter to
increase the number of authorized shares of Stock from 100,000,000
shares to 200,000,000 shares. If the amendment to the Charter is
approved, the total number of shares of authorized Stock will consist
of 100,000,000 shares of Class A Common Stock, 30,000,000 shares of
Common Stock, 50,000,000 shares of Preferred Stock, and 20,000,000
shares of Excess Stock.
Of the 100,000,000 shares of Stock currently authorized, as of the
close of business on January 14, 2013, there were 9,029,415 shares of Common Stock, 23,523,980 shares of
Class A Common Stock, and 7,849,027 shares of Preferred Stock
(224,027 shares of 8.50% Series C Preferred Stock, 2,450,000 shares
of 7.50% Series D Preferred Stock and 5,175,000 shares of 7.125%
Series F Preferred Stock) outstanding. In addition, 13,413,600 shares
of Class A Common Stock were reserved in connection with conversion
rights exercisable by holders of the Company's Series F Preferred
Stock following a change in control, 183,900 shares of Common Stock
and 183,900 shares of Class A Common Stock were reserved for issuance
under the Company's Amended and Restated Restricted Stock Award Plan,
and 373,849 shares of Common Stock and 429,809 shares of Class A
Common Stock were reserved for issuance under the Company's Dividend
Reinvestment and Share Purchase Plan.
The Board believes that it is advisable and in the best interests of
the Company to increase the number of authorized shares of Stock to
provide the Company with greater flexibility in planning for future
corporate needs including, but not limited to, transactions to raise
capital, property acquisitions, stock dividends or stock splits,
grants under equity compensation plans, potential strategic
transactions including mergers, acquisitions and business
combinations, as well as other corporate transactions. If this
amendment is not approved, the Company's growth and business
strategies and its ability to raise additional capital may be limited
by the lack of availability of unissued and unreserved Stock.
Board Authority to Make Future Changes in the Number of Authorized Shares
The proposed amendments also would permit the Board of Directors to
make future changes in the number of shares of stock that the Company
is authorized to issue, either increasing or decreasing such number
from time to time, without additional approval by the stockholders.
The Board believes that this would permit the Company to take
advantage of favorable market conditions and financing and
acquisition opportunities without incurring the delay and expense of
calling a special meeting of stockholders.
Any additional shares of Stock authorized by the proposed amendments
could be issued upon approval by the Board of Directors without
further vote of the stockholders other than as may be required under
special circumstances by applicable law or the New York Stock
Exchange. Additional Class A Common and Common Stock so authorized
would have rights identical to the currently authorized Class A
Common and Common Stock and would not affect the rights of holders of
currently outstanding shares of Class A Common and Common Stock,
except such effects as are incidental generally to an increase in the
number of shares of Stock outstanding, such as dilution of voting
rights and earnings per share. Under the Charter, the Board of
Directors may, without further stockholder action, authorize the
issuance of shares of Preferred Stock in such classes or series, and
with such preferences, conversion or other rights, voting powers,
restrictions and limitations as to dividends, qualifications and
terms and conditions of redemption, as may be fixed by the Board of
Directors, subject to any limitations of applicable law or regulation
or provisions of existing Preferred Stock series. Accordingly, the
Board of Directors may, subject to such limitations, afford holders
of any new series or class of Preferred Stock preferences, policies
or rights, voting or otherwise, senior