Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
CAMDEN PROPERTY TRUST
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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CAMDEN PROPERTY TRUST
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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Date:
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May 6, 2008 |
Time:
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1:30 p.m., central time |
Place:
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Renaissance Hotel |
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6 East Greenway Plaza |
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Houston, Texas |
Matters to be voted on:
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To elect nine trust managers to hold office for a one-year term; |
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To ratify Deloitte & Touche LLP as our independent registered public accountants for 2008;
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To act on any other matter that may properly come before the meeting. |
The board of trust managers recommends you vote FOR each of the nominees for trust manager. The
audit committee, which has the sole authority to retain our independent registered public
accountants, recommends you vote FOR the ratification of Deloitte & Touche LLP as our independent
registered public accountants for 2008.
Shareholders who are holders of record of common shares at the close of business on March 14, 2008
will be entitled to vote at the annual meeting.
We are pleased to take advantage of the new Securities and Exchange Commission rules that allow us
to furnish proxy materials on the Internet to shareholders who hold their shares in street name.
On or about March 24, 2008, we intend to mail to these holders a notice containing instructions on
how to access our 2008 proxy statement and annual report. The notice also contains instructions on
how these holders can request a paper copy of these documents if they desire, and how they can
enroll in e-delivery. If you received your annual materials via email, the email contains voting
instructions and links to the annual report and proxy statement on the Internet.
If you hold your shares in your own name, you will continue to receive paper copies of the 2008
proxy statement and annual report and should vote by filling out, signing and dating the proxy card
and returning it in the enclosed postage pre-paid envelope. If you attend the annual meeting, you
may change your vote or revoke your proxy by voting your shares in person.
Please contact our investor relations department at (800) 922-6336 or (713) 354-2787 if you have
any questions.
By Order of the Board of Trust Managers,
Dennis M. Steen
Senior Vice President-Finance, Chief Financial Officer
and Secretary
March 24, 2008
Important Notice Regarding Availability of Proxy Materials for our
Annual Meeting of Shareholders to be held on May 6, 2008
This proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2007 and our
Annual Report to Shareholders are available to shareholders who hold their shares in street name
free of charge at the following website: www.proxyvote.com. These materials are also available at
the investor relations section of our website at www.camdenliving.com under SEC Filings.
TABLE OF CONTENTS
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THE ANNUAL MEETING
The board of trust managers is soliciting proxies to be used at the annual meeting. This
proxy statement and form of proxy are first being sent on or about March 24, 2008 to all
shareholders of record who hold their shares in their own names on March 14, 2008, the record date
for the shareholders entitled to vote at the annual meeting.
We are making this proxy statement and related proxy materials available on the Internet to
shareholders who hold their shares street name under the SECs new rule that allows companies to
furnish proxy materials to shareholders using the Internet. This rule removes the requirement for
public companies to automatically send shareholders a full, hard-copy set of proxy materials and
allows them instead to deliver to their shareholders a Notice of Internet Availability of Proxy
Materials and to provide online access to the documents. We mailed a Notice of Internet
Availability of Proxy Materials on or about March 24, 2008 to all shareholders of record who hold
their shares in street name on March 14, 2008, the record date for the shareholders entitled to
vote at the annual meeting.
This proxy statement and the form of proxy are being made available to shareholders on or
about March 24, 2008 at the investor relations section of our website at www.camdenliving.com under
SEC Filings and to beneficial holders who hold their shares in street name at
www.proxyvote.com. Shareholders who hold their shares in street name may also request a printed
copy of this proxy statement and the form of proxy by any of the following methods: (a) telephone
at 1-800-579-1639; (b) internet at www.proxyvote.com; or (c) e-mail at sendmaterial@proxyvote.com.
Our annual report to shareholders, including financial statements, for the fiscal year ended
December 31, 2007 is being made available at the same time and by the same methods. The annual
report is not to be considered as a part of the proxy solicitation material or as having been
incorporated by reference.
The complete mailing address of our executive offices is 3 Greenway Plaza, Suite 1300,
Houston, Texas 77046.
The following is important information regarding the annual meeting.
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What may I vote on? |
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At the annual meeting, you will be voting on the following proposals: |
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To elect nine trust managers to hold office for a one-year term; and |
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To ratify Deloitte & Touche LLP as our independent registered public accountants for
2008. |
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How do you recommend I vote? |
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The board of trust managers recommends you vote FOR each of the
nominees for trust manager. The audit committee, which has the sole
authority to retain our independent registered public accountants,
recommends you vote FOR the ratification of Deloitte & Touche LLP as
our independent registered public accountants for 2008. |
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Who is entitled to vote? |
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All shareholders of record on the close of business on March 14, 2008
are entitled to vote at the annual meeting. On March 14, 2008, we had
52,736,494 common shares outstanding. Each share is entitled to one
vote. |
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How do I vote? |
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If your shares are held by a bank, broker or other nominee (i.e., in
street name), you may be eligible to vote your shares electronically
over the Internet by following the instructions on the Notice of
Internet Availability of Proxy Materials. Under the current rules of
the New York Stock Exchange, if you hold your shares through a bank or
brokerage firm and your broker delivers this proxy statement to you,
the broker is entitled to vote your shares on the election of trust managers and the
ratification of the selection of Deloitte & Touche LLP as our independent registered public
accountants for 2008 even if you do not provide voting instructions to your broker. |
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If you hold your shares in your own name as a holder of record, you may vote in person at
the annual meeting or instruct the individuals named on the proxy card, referred to as
proxies, how to vote your shares by completing, dating, signing and mailing the proxy card
in the enclosed postage pre-paid envelope. |
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If you do not indicate how you wish to vote for one or more of the nominees for trust
manager, the proxies will vote FOR election of all of the nominees for trust manager. If
you withhold your vote for any of the nominees, your vote will not be counted in the
tabulation of votes cast on that nominee. If you do not specify a choice for or against
the ratification of the appointment of Deloitte & Touche LLP as our independent registered
public accountants for 2008, or if you abstain on this matter, the proxies will vote FOR
the ratification of Deloitte & Touche LLP as our independent registered public accountants
for 2008. |
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How can I change my vote or revoke my proxy after I return my proxy card? |
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If you are a registered shareholder, you may change your vote or revoke your proxy at any time before the meeting by
submitting written notice to our Secretary, submitting another proxy properly signed and later dated or voting in person at
the meeting. In each case, the later submitted vote will be recorded and the earlier vote revoked. If you hold your
shares in street name, please follow the procedures required by your bank, broker or other nominee to revoke a proxy.
You should contact that firm directly for more information on these procedures. |
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How will votes be counted? |
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The meeting will be held if a quorum is represented in person or by proxy at the meeting. A quorum is a majority of our
outstanding common shares entitled to vote. If you return a signed proxy card, your shares will be counted for the purpose
of determining whether there is a quorum. We will treat failures to vote, referred to as abstentions, as shares present
and entitled to vote for quorum purposes. However, abstentions will not be counted as votes cast on a proposal and have no
effect on the result of the vote on such proposal. A withheld vote is the same as an abstention. |
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Broker non-votes occur when proxies submitted by a broker, bank or other nominee holding
shares in street name do not indicate a vote for a proposal because they do not have
discretionary voting authority and have not received instructions as to how to vote on the
proposal. We will treat broker non-votes as shares that are present and entitled to vote
for quorum purposes. However, broker non-votes will not be counted as votes cast on a
proposal and will have no effect on the result of the vote on the proposal. |
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Who will pay the costs of soliciting the proxies? |
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We will pay all of the costs of soliciting proxies. Some of our trust
managers, officers and other employees may solicit proxies personally
or by telephone, mail, facsimile or other electronic means of
communication. They will not be specially compensated for these
solicitation activities. We do not expect to pay any fees for the
solicitation of proxies, but may pay brokerage firms and other
custodians for their reasonable expenses for forwarding solicitation
materials to the beneficial owners of shares. |
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How will voting on other business be conducted? |
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We do not know of any matter to be presented or acted upon at the
meeting, other than the proposals described in this proxy statement.
If any other matter is presented at the meeting on which a vote may be
properly taken, the shares represented by proxies will be voted in
accordance with the judgment of the persons named as proxies on the
accompanying proxy card. |
2
GOVERNANCE OF THE COMPANY
Board Independence and Meetings
Our board of trust managers believes the purpose of corporate governance is to ensure we
maximize shareholder value in a manner consistent with legal requirements and the highest standards
of integrity. The board has adopted and adheres to corporate governance practices the board and
senior management believe promote this purpose, are sound and represent best practices. We
continually review these governance practices, the rules and listing standards of the New York
Stock Exchange and SEC regulations, as well as best practices suggested by recognized governance
authorities.
Currently, our board of trust managers has nine members. To determine which of its members
are independent, the board used the independence standards adopted by the New York Stock Exchange
for companies listed on such exchange and also considered whether a trust manager had any other
past or present relationships with us that created conflicts or the appearance of conflicts. The
board determined that no trust manager, other than Richard J. Campo and D. Keith Oden, each of whom
is employed by us, had any material relationship with us under the New York Stock Exchange
standards or any such other relationship other than as described on page 15 of this proxy statement
under the caption Certain Relationships and Related Transactions, which section contains the
disclosure required under Item 404(a) of Regulation S-K. As a result, we have a majority of
independent trust managers on our board as required by the listing requirements of the New York
Stock Exchange.
The board of trust managers met either in person or by conference call eight times in 2007.
All of the trust managers attended 75% or more of meetings of the board and the committees on which
they served during 2007. We encourage all of our trust managers to attend the annual meeting.
Five trust managers attended last years meeting.
Executive Sessions
Independent trust managers have regularly scheduled executive sessions in which they meet
without the presence of management. These executive sessions typically occur before or after each
regularly scheduled meeting of the board. Any independent trust manager may request an additional
executive session be scheduled. The presiding trust manager over these executive sessions is Lewis
A. Levey, the Lead Independent Trust Manager.
Share Ownership Guidelines
The board of trust managers has adopted a share ownership policy for trust managers. The
policy provides for a minimum beneficial ownership target of our common shares with a market value
of $250,000 within three years of joining the board. All trust managers currently meet this
ownership target.
Committees of the Board of Trust Managers
The board of trust managers has established five committees. Information regarding these
committees is set forth below.
Audit Committee. The current members of the audit committee are William R. Cooper, Scott S.
Ingraham (Chair) and Lewis A. Levey. Each member of the audit committee satisfies the requirements
for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 and the New
York Stock Exchanges listing standards. The board of trust managers, after reviewing all of the
applicable facts, circumstances and attributes, has determined Mr. Ingraham is an audit committee
financial expert, as such term is defined in Item 401(h) of Regulation S-K.
The audit committee operates under a written charter adopted by the board, which was last
amended on February 27, 2007. The audit committee reviews and assesses the adequacy of its charter
on an annual basis. A copy of the charter was included in the proxy statement for the 2007 annual
meeting of shareholders as Appendix A and can be viewed on the investor relations section of our website at www.camdenliving.com
under Corporate Governance. The Report of the Audit Committee is set forth beginning on page 36
of this proxy statement.
3
The audit committees responsibilities include assisting the board in overseeing the integrity
of our financial statements, our compliance with legal and regulatory requirements, the independent
registered public accountants qualifications and independence and the performance of our
independent registered public accountants. In addition, the audit committee reviews, as it deems
appropriate, the adequacy of our systems of disclosure controls and internal controls regarding
financial reporting and accounting. In accordance with its charter, the audit committee has the
sole authority to appoint and replace the independent registered public accountants, who report
directly to the audit committee, approve the engagement fee of the independent registered public
accountants and pre-approve the audit services and any permitted non-audit services the independent
registered public accountants may provide to us. During 2007, no member of the audit committee
served on more than two other public company audit committees. The audit committee met six times
in 2007.
Compensation Committee. The current members of the compensation committee are William R.
Cooper, Scott S. Ingraham and Lewis A. Levey (Chair). Each member of the compensation committee
satisfies the requirements for independence set forth in the New York Stock Exchanges listing
standards. The compensation committee operates under a written charter adopted by the board, which
was last amended on July 11, 2003. The compensation committee reviews and assesses the adequacy of
its charter on an annual basis. A copy of the charter is available on the investor relations
section of our website at www.camdenliving.com under Corporate Governance. The compensation
committees responsibilities include overseeing our compensation programs and practices and
determining compensation for our executive officers. The compensation committee met five times in
2007.
Nominating Committee. The current members of the nominating committee are William R. Cooper
(Chair), Scott S. Ingraham and Steven A. Webster. Each member of the nominating committee
satisfies the requirements for independence set forth in the New York Stock Exchanges listing
standards. The nominating committee operates under a written charter adopted by the board, which
was last amended on July 10, 2003. The nominating committee reviews and assesses the adequacy of
its charter on an annual basis. A copy of the charter is available on the investor relations
section of our website at www.camdenliving.com under Corporate Governance. The nominating
committees responsibilities include selecting the trust manager nominees for election at annual
meetings of shareholders. The nominating committee met one time in 2007.
Corporate Governance Committee. The current members of the corporate governance committee are
William B. McGuire, Jr., F. Gardner Parker, William F. Paulsen and Steven A. Webster (Chair). Each
member of the corporate governance committee satisfies the requirements for independence set forth
in the New York Stock Exchanges listing standards. The corporate governance committee operates
under a written charter adopted by the board, which was last amended on July 11, 2003. The
corporate governance committee reviews and assesses the adequacy of its charter on an annual basis.
A copy of the charter is available on the investor relations section of our website at
www.camdenliving.com under Corporate Governance. The corporate governance committees
responsibilities include ensuring the board of trust managers and management are appropriately
constituted to meet their fiduciary obligations to our shareholders and us by developing and
implementing policies and processes regarding corporate governance matters. The corporate
governance committee met one time in 2007.
Executive Committee. The current members of the executive committee are Richard J. Campo
(Chair), William R. Cooper and Steven A. Webster. The executive committee may approve the
acquisition and disposal of investments and the execution of contracts and agreements, including
those related to the borrowing of money. The executive committee may also exercise all other
powers of the trust managers, except for those that require action by all trust managers or the
independent trust managers under our declaration of trust or bylaws or under applicable law. The
executive committee did not meet in 2007.
4
Consideration of Trust Manager Nominees
Shareholder Nominees. The policy of the nominating committee is to consider properly
submitted shareholder nominations for candidates for membership on our board. In evaluating such
nominations, the nominating committee seeks to achieve a balance of knowledge, experience and
capability on the board and to address the membership criteria described below under Trust Manager Qualifications. Any
shareholder nomination proposed for consideration by the nominating committee should include the
nominees name and qualifications for board membership and should be addressed to:
Corporate Secretary
Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
In addition, our bylaws permit nominations of trust managers at any annual meeting of
shareholders by the board or a committee of the board or by a shareholder of record entitled to
vote at the annual meeting. In order for a shareholder to make a nomination, the shareholder must
provide a notice along with the additional information and material required by our bylaws to our
corporate secretary at the address set forth above not less than 60 nor more than 90 days prior to
the date of the applicable annual meeting. However, if less than 70 days notice or prior public
disclosure of the date of the meeting is made, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the day on which
such notice of the date of the applicable annual meeting was mailed or such public disclosure of
the date of such annual meeting was made, whichever first occurs. You may obtain a copy of the
full text of the bylaw provision by writing to our corporate secretary at the address set forth
above. A copy of our bylaws has been filed with the SEC as an exhibit to our Annual Report on Form
10-K for the year ended December 31, 1997 and an amendment thereto has been filed with the SEC as
an exhibit to our current Report on Form 8-K dated May 2, 2006.
Trust Manager Qualifications. Our Guidelines on Governance contain board membership criteria
that apply to the nominating committees nominees for a position on our board. Under these
criteria, a majority of the board must be comprised of independent trust managers. Also, trust
managers should be persons of integrity, with significant accomplishments and recognized business
stature who will bring a diversity of perspectives to the board. In addition, board members should
possess such attributes and experience as are necessary to provide a broad range of personal
characteristics, including diversity, management skills and business expertise. Trust managers
should also be able to commit the requisite time for preparation and attendance at regularly
scheduled board and committee meetings, as well as be able to participate in other matters
necessary to good corporate governance.
Limits on Service on Other Boards. In the Guidelines on Governance, the board recognized its
members benefit from service on the boards of other companies. We encourage that service but also
believe it is critical trust managers have the opportunity to dedicate sufficient time to their
service on the board. To that end, the Guidelines on Governance provide that employee trust
managers may not serve on more than two public company boards in addition to our board.
Individuals who serve on more than six other public company boards will not normally be asked to
join the board and individuals who serve on more than two other public company audit committees
will not normally be asked to join the audit committee unless, in any such case, the board
determines such simultaneous service would not impair the ability of such individual to effectively
serve on the board or the audit committee. The board made such determination with respect to
service on public company boards by Steven A. Webster.
Term Limits; Retirement Age. The Guidelines on Governance provide, as a general matter,
non-employee trust managers will not stand for election to a new term of service at any annual
meeting following their 75th birthday. The board may approve exceptions to this
practice when it believes it is in our interest to do so. The board does not believe it should
establish term limits for trust manager service, instead preferring to rely upon the mandatory
retirement age and the evaluation procedures described below as the primary methods of ensuring
each trust manager continues to act in a manner consistent with the best interests of us, our
shareholders and the board. The board believes term limits have the disadvantage of losing the
contribution of trust managers who have been able to develop, over a period of time, increasing
insight into our operations and us and, therefore, provide an increasing contribution to the board
as a whole.
As a result of this practice, George A. Hrdlicka retired from the board effective as of the
time of the 2007 annual meeting of shareholders. At such time, the size of the board was reduced
to nine members, although we may add an additional member or members to the board in the future.
5
Criteria for Nomination to the Board. The nominating committee has adopted criteria for
nomination to the board. Under these criteria, trust managers should be of the highest ethical
character and share Camdens values, should have personal and professional reputations consistent
with our reputation, should have relevant expertise and experience and be able to offer advice and
guidance to management based on that expertise and experience, should be able to serve without the
appearance of any conflict of interest and independent of any constituency so to be able to
represent all of our shareholders, should be committed to Camdens success and welfare and the
long-term interests of our shareholders, should be willing to apply sound and independent business
judgment and should have time available to devote to Camden activities.
Identifying and Evaluating Nominees. The nominating committee regularly assesses the
appropriate size of the board, and whether any vacancies on the board are expected due to
retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the
nominating committee will utilize a variety of methods for identifying and evaluating nominees for
trust manager. Candidates may come to the attention of the nominating committee through current
board members, professional search firms, shareholders or other persons. These candidates will be
evaluated at regular or special meetings of the nominating committee, and may be considered at any
point during the year. As described above, the nominating committee will consider properly
submitted shareholder nominations for candidates to the board. Following verification of the
shareholder status of persons proposing candidates, recommendations will be aggregated and
considered by the nominating committee at a regularly scheduled meeting, which is generally the
first meeting prior to the issuance of the proxy statement for our annual meeting. If any
materials are provided by a shareholder in connection with the nomination of a trust manager
candidate, such materials will be forwarded to the nominating committee. The nominating committee
may also review materials provided by professional search firms or other parties, and/or utilize
the findings or recommendations of a search committee composed of other trust managers, in
connection with a nominee who is not proposed by a shareholder. In evaluating such nominations,
the nominating committee will seek to achieve a balance of knowledge, experience and capability on
the board.
Each of the nominees for election to our board this year has previously served as a member of
our board.
Guidelines on Governance and Codes of Ethics
Our board of trust managers has adopted Guidelines on Governance to address significant
corporate governance issues. These guidelines provide a framework for our corporate governance
initiatives and cover a variety of topics, including the role of our board, board selection and
composition, board committees, board operation and structure, board orientation and evaluation,
board planning and oversight functions and executive share ownership. The corporate governance
committee is responsible for overseeing and reviewing the guidelines and reporting and recommending
to the board any changes to the guidelines.
Our board has also adopted a Code of Business Conduct and Ethics, which is designed to help
officers, trust managers and employees resolve ethical issues in an increasingly complex business
environment. It covers topics such as reporting unethical or illegal behavior, compliance with
law, share trading, conflicts of interest, fair dealing, protection of our assets, disclosure of
proprietary information, internal controls, personal community activities, business records,
communication with external audiences and obtaining assistance to help resolve ethical issues. We
have also adopted a Code of Ethical Conduct for Senior Financial Officers, which is applicable to
our principal executive officer, principal financial officer, principal accounting officer or
controller and persons performing similar functions.
Communication With Our Board
Any shareholder or interested party who wishes to communicate with our board of trust managers
or any specific trust manager, including independent trust managers, may write to:
Mr. Lewis A. Levey
Lead Independent Trust Manager
Camden Property Trust
3 Greenway Plaza, Suite 1300
Houston, Texas 77046
6
Depending on the subject matter, Mr. Levey will:
|
|
|
forward the communication to the trust manager or trust managers to whom it is
addressed (for example, if the communication received deals with questions, concerns or
complaints regarding accounting, internal accounting controls and auditing matters, it
will be forwarded to the chair of the audit committee for review); |
|
|
|
|
forward to management if appropriate (for example, if the communication is a request
for information about us or our operations or it is a stock-related matter that does
not appear to require direct attention by our board or an individual trust manager); or |
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|
|
not forward the communication if it is primarily commercial in nature or if it
relates to an improper or irrelevant topic. |
At each meeting of the board, our Chairman of the Board will present a summary of all
communications received since the last meeting of the board and will make those communications
available to any trust manager on request.
7
ELECTION OF TRUST MANAGERS
There are currently nine trust managers on the board. The nominating committee of the board
recommended, and the board has selected, each of the nine current trust managers as a nominee for
election at the annual meeting. No trust manager was selected for nomination at the 2008 annual
meeting as a result of any arrangement or understanding between that trust manager and any other
person.
Trust managers elected at the meeting will hold office for a one-year term. Unless you
withhold authority to vote for one or more nominees, the persons named as proxies intend to vote
for election of the nine nominees.
All nominees have consented to serve as trust managers. The board has no reason to believe
any of the nominees will be unable to act as trust manager. However, if a trust manager is unable
to stand for re-election, the board may either reduce the size of the board or the nominating
committee may designate a substitute. If a substitute nominee is named, the proxies will vote for
the election of the substitute.
The nominees are as follows:
|
|
|
Richard J. Campo |
|
|
Age: |
|
53 |
Trust Manager Since: |
|
1993 |
Principal Occupation: |
|
Chairman of the Board of Trust Managers and Chief Executive Officer of Camden Property Trust since May 1993 |
|
|
|
William R. Cooper |
|
|
Age: |
|
71 |
Trust Manager Since: |
|
1997 |
Principal Occupation: |
|
Private Investor |
Recent Business Experience: |
|
Since April 1997, Mr. Cooper has
been a private investor. Prior to April 1997, Mr. Cooper served for 30 years in a variety of capacities with Paragon Group, Inc. or its predecessor. |
|
|
|
Scott S. Ingraham |
|
|
Age: |
|
53 |
Trust Manager Since: |
|
1998 |
Principal Occupation: |
|
Private Investor and Strategic Advisor |
Recent Business Experience: |
|
From 1999 until February 2005, Mr. Ingraham was Chairman of the Board and Chief Executive Officer of Rent.com or its predecessor. |
Other Directorships |
|
LoopNet, Inc. (online commercial real estate services), Kilroy Realty, Inc. (office property REIT) |
|
|
|
Lewis A. Levey |
|
|
Age: |
|
66 |
Trust Manager Since: |
|
1997 (Lead Independent Trust Manager since February 2008) |
Principal Occupation: |
|
Private Investor and Management Consultant |
Recent Business Experience: |
|
Since April 1997, Mr. Levey has
been a private investor and management consultant. He is also
involved as a Principal with a commercial real estate management and
leasing firm focused on office buildings. Prior to April 1997, Mr. Levey served for more than 25 years in a variety of capacities with Paragon Group, Inc. or its predecessor. |
Other Directorships |
|
Enterprise Financial Services Corp. (financial services) |
8
|
|
|
William B. McGuire, Jr. |
|
|
Age: |
|
63 |
Trust Manager Since: |
|
2005 |
Principal Occupation: |
|
Private Investor |
Recent Business Experience: |
|
From 1994 until February 2005, Mr. McGuire was a director and executive officer of Summit Properties Inc., most recently serving as its co-chairman of the board from April 2001 until February 2005. |
|
|
|
D. Keith Oden |
|
|
Age: |
|
51 |
Trust Manager Since: |
|
1993 |
Principal Occupation: |
|
From March 2008, Mr. Oden has been the President of Camden Property Trust. Mr. Oden served as President and Chief Operating Officer of Camden Property Trust from December 1993 to March 2008. |
|
|
|
William F. Paulsen |
|
|
Age: |
|
61 |
Trust Manager Since: |
|
2005 |
Principal Occupation: |
|
Private Investor |
Recent Business Experience: |
|
From 1994 until February 2005, Mr. Paulsen was a director and executive officer of Summit Properties Inc., most recently serving as its co-chairman of the board from April 2001 to February 2005. |
Other Directorships |
|
Crystal River Capital, Inc. (structured finance REIT) |
|
|
|
F. Gardner Parker |
|
|
Age: |
|
66 |
Trust Manager Since: |
|
1993 (Lead Independent Trust Manager 1998 to February 2008) |
Principal Occupation: |
|
Private Investor |
Recent Business Experience: |
|
Mr. Parker has been involved in structuring private and venture capital investments for the past 15 years. |
Other Directorships |
|
Carrizo Oil & Gas, Inc. (oil and gas exploration and development), Sharps Compliance Corp. (waste management services), Hercules Offshore, Inc. (drilling and liftboat services), Pinnacle Gas Resources, Inc. (natural gas exploration and development) |
|
|
|
Steven A. Webster |
|
|
Age: |
|
56 |
Trust Manager Since: |
|
1993 |
Principal Occupation: |
|
President and Co-managing Partner, Arista Capital Partners, a private equity investment firm, since 2005 |
Recent Business Experience: |
|
From 2000 to 2005, Mr. Webster was Chairman of Global Energy Partners, an affiliate of CSFB Private Equity. From 1998 to 1999, Mr. Webster was the President and Chief Executive Officer of R&B Falcon Corporation. |
Other Directorships |
|
Chairman of Carrizo Oil & Gas,
Inc. (oil and gas exploration and development), director of Grey Wolf, Inc. (land drilling service provider), director of Seacor Holdings, Inc. (tanker and marine services), director of Hercules Offshore, Inc. (drilling and liftboat services), Chairman of Solitario Resources Corporation (precious and base metal properties acquisitions), director of Geokinetics Inc. (seismic data acquisition services),
director of Encore Bancshares, Inc. (commercial bank) |
Required Vote
Each nominee must be re-elected by the affirmative vote of the holders of a majority of the
shares present in person or represented by proxy at the annual meeting.
The board recommends you vote FOR the nominees listed above.
9
EXECUTIVE OFFICERS
There is no family relationship among any of our trust managers or executive officers. No
executive officer was selected as a result of any arrangement or understanding between that
executive officer and any other person. All executive officers are elected annually by, and serve
at the discretion of, the board of trust managers.
Our executive officers are as follows:
|
|
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
|
Recent Business Experience |
Richard J. Campo
|
|
|
53 |
|
|
Chairman of the Board of Trust Managers and Chief Executive Officer (May 1993-present)
|
|
Chairman of the Board of
Trust Managers and Chief
Executive Officer of
Camden Property Trust
(May 1993 to present). |
|
|
|
|
|
|
|
|
|
D. Keith Oden
|
|
|
51 |
|
|
President (March 2008-present)
|
|
President and Chief
Operating Officer of
Camden Property Trust
(December 1993 to March
2008). |
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart
|
|
|
56 |
|
|
Chief Operating Officer (March 2008-present)
|
|
Executive Vice
President-Real Estate
Investments and Chief
Investment Officer of
Camden Property Trust
(September 1998-March
2008), Senior Vice
President-Construction of
Camden Property Trust
(December 1993-September
1998). |
|
|
|
|
|
|
|
|
|
Dennis M. Steen
|
|
|
49 |
|
|
Chief Financial Officer, Senior Vice President-Finance and Secretary (September 2003-present)
|
|
Vice
President-Controller,
Chief Accounting Officer
and Treasurer of Camden
Property Trust (August
1999-September 2003). |
|
|
|
|
|
|
|
|
|
Steven K. Eddington
|
|
|
59 |
|
|
Senior Vice President-Operations (September 2002-present)
|
|
Regional Vice President
and General Manager (West
Region) of Camden
Development, Inc., one of
our wholly owned
subsidiaries
(1998-September 2002). |
|
|
|
|
|
|
|
|
|
Stephen R. Hefner
|
|
|
45 |
|
|
Senior Vice President-Construction (March 2008-present)
|
|
Vice
President-Construction of
Camden Development, Inc.,
one of our wholly-owned
subsidiaries (March
1998-March 2008), Vice
President-Construction of
Camden Builders, Inc.,
one of our wholly-owned
subsidiaries (March
2000-March 2008), Vice
President-Construction of
Camden USA, Inc., one of
our wholly-owned
subsidiaries (March
1999-March 2008), and
Vice
President-Construction of
Summit Apartment
Builders, Inc. (March
2005-March 2008). |
10
|
|
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
|
Recent Business Experience |
William W.
Sengelmann
|
|
|
49 |
|
|
Senior Vice President-Real Estate Investments (March 2008-present)
|
|
Vice President-Real
Estate Investments of
Camden Development, Inc.,
one of our wholly owned
subsidiaries (January
1998-March 2008), Vice
President-Real Estate
Investments of Camden
Summit, Inc., one of our
wholly owned subsidiaries
(February 2005-March
2008), Vice
President-Real Estate
Investments of Camden
USA, Inc., one of our
wholly-owned subsidiaries
(February 2005-March
2008). |
|
|
|
|
|
|
|
|
|
Cynthia B.
Scharringhausen
|
|
|
48 |
|
|
Senior Vice President-Human Resources (March 2008-present)
|
|
Vice President-Human
Resources of Camden
Development, Inc., one of
our wholly owned
subsidiaries (April
2000-March 2008). |
11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows how many shares were owned by our trust managers and five most
highly paid executive officers as of March 14, 2008, including shares such persons had a right to
acquire within 60 days after March 14, 2008 through the exercise of vested options to purchase
shares held in a rabbi trust, ordinary share options and through the exchange of units of limited
partnership interest in our operating partnerships. The following table also shows how many shares
were owned by beneficial owners of more than 5% of our shares as of March 14, 2008. Unless
otherwise noted, each person has sole voting and investment power over the shares indicated below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Beneficially Owed(2)(3) |
|
Name and Address of Beneficial Owners (1) |
|
Amount |
|
|
Percent of Class |
|
The Vanguard Group, Inc.(4) |
|
|
3,753,716 |
|
|
|
|
|
|
|
7.1 |
% |
Barclays Global Investors, NA(5) |
|
|
3,530,147 |
|
|
|
|
|
|
|
6.7 |
% |
ING Groep N.V.(6) |
|
|
2,690,778 |
|
|
|
|
|
|
|
5.1 |
% |
D. Keith Oden |
|
|
1,480,269 |
|
|
|
|
|
|
|
2.7 |
% |
Richard J. Campo(7) |
|
|
1,466,385 |
|
|
|
|
|
|
|
2.7 |
% |
William R. Cooper |
|
|
816,478 |
|
|
|
|
|
|
|
1.5 |
% |
William B. McGuire, Jr.(8) |
|
|
524,294 |
|
|
|
|
|
|
|
1.0 |
% |
William F. Paulsen(9) |
|
|
459,891 |
|
|
|
|
|
|
|
* |
|
Lewis A. Levey(10) |
|
|
445,770 |
|
|
|
|
|
|
|
* |
|
H. Malcolm Stewart |
|
|
320,249 |
|
|
|
|
|
|
|
* |
|
Scott S. Ingraham(11) |
|
|
137,690 |
|
|
|
|
|
|
|
* |
|
Steven K. Eddington |
|
|
81,220 |
|
|
|
|
|
|
|
* |
|
Dennis M. Steen |
|
|
43,617 |
|
|
|
|
|
|
|
* |
|
Steven A. Webster |
|
|
43,339 |
|
|
|
|
|
|
|
* |
|
F. Gardner Parker |
|
|
41,622 |
|
|
|
|
|
|
|
* |
|
All trust managers and executive officers as a group (15 persons)(12) |
|
|
5,965,825 |
|
|
|
|
|
|
|
10.4 |
% |
|
|
|
* |
|
Less than 1% |
|
(1) |
|
The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The
address for Barclays Global Investors, NA is 45 Fremont Street, San Francisco, California
94105. The address for ING Groep N.V. is Amstelveenseweg 500, 1081 KL Amsterdam, The
Netherlands. The address for Messrs. Campo, Oden, Cooper, McGuire, Paulsen, Levey, Stewart,
Ingraham, Eddington, Steen, Webster and Parker is c/o Camden Property Trust, 3 Greenway Plaza,
Suite 1300, Houston, Texas 77046. |
12
|
|
|
(2) |
|
These amounts include shares the following persons had a right to acquire within 60 days
after March 14, 2008 through the exercise of vested options to purchase shares held in a rabbi
trust, ordinary share options and through the exchange of units of limited partnership
interest in our operating partnerships. Each option represents the right to receive one
common share upon exercise. Each partnership unit is exchangeable for one common share. We
may elect to pay cash instead of issuing shares upon a tender of units for exchange. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested Options Held |
|
|
Other Vested |
|
|
Units of Limited |
|
|
|
in a Rabbi Trust |
|
|
Options |
|
|
Partnership Interest |
|
D. Keith Oden |
|
|
655,041 |
(a) |
|
|
414,965 |
|
|
|
|
|
Richard J. Campo |
|
|
655,650 |
(b) |
|
|
414,965 |
|
|
|
|
|
William R. Cooper |
|
|
17,599 |
|
|
|
|
|
|
|
791,939 |
(c) |
William B. McGuire, Jr. |
|
|
|
|
|
|
|
|
|
|
414,803 |
|
William F. Paulsen |
|
|
|
|
|
|
|
|
|
|
398,575 |
|
Lewis A. Levey |
|
|
17,599 |
|
|
|
|
|
|
|
359,692 |
(d) |
H. Malcolm Stewart |
|
|
173,174 |
|
|
|
75,538 |
|
|
|
|
|
Scott S. Ingraham |
|
|
79,757 |
|
|
|
|
|
|
|
|
|
Steven K. Eddington |
|
|
26,545 |
|
|
|
37,207 |
|
|
|
|
|
Dennis M. Steen |
|
|
18,911 |
|
|
|
5,000 |
|
|
|
|
|
Steven A. Webster |
|
|
20,265 |
|
|
|
|
|
|
|
|
|
F. Gardner Parker |
|
|
32,353 |
|
|
|
|
|
|
|
|
|
All trust managers and
executive officers as
a group (15 persons) |
|
|
1,749,096 |
|
|
|
965,922 |
|
|
|
1,965,009 |
|
(a) |
|
Includes 655,041 options pledged by Mr. Oden to a subsidiary of JPMorgan Chase
& Co. as security for a loan or other extension of credit to Mr. Oden. Upon a default
under the agreement governing such loan, JPMorgan Chase & Co. or any subsidiary thereof
may sell the shares underlying such options. |
|
(b) |
|
Includes 655,650 options pledged by Mr. Campo to a subsidiary of JPMorgan Chase
& Co. as security for a loan or other extension of credit to Mr. Campo. Upon a default
under the agreement governing such loan, JPMorgan Chase & Co. or any subsidiary thereof
may sell the shares underlying such options. |
|
(c) |
|
Includes 364,829 units held by WRC Holdings, Inc., 30,000 units held by Paragon
Gnty Services LP and 38,457 units held by Cooper Partners Limited. Mr. Cooper controls
each such entity. |
|
(d) |
|
Includes 300,018 units held by Lewis A. Levey Revocable Trust dated December
15, 1995, for which Mr. Levey is the trustee. |
(3) |
|
The amounts exclude the following unvested options to purchase shares held in a rabbi trust
and unvested option and share awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Options |
|
|
|
|
|
|
|
|
|
Held in a Rabbi |
|
|
Other Unvested |
|
|
Unvested |
|
|
|
Trust |
|
|
Options |
|
|
Share Awards |
|
D. Keith Oden |
|
|
|
|
|
|
56,656 |
|
|
|
56,123 |
|
Richard J. Campo |
|
|
|
|
|
|
56,656 |
|
|
|
56,123 |
|
William R. Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
William B. McGuire, Jr. |
|
|
|
|
|
|
|
|
|
|
2,853 |
|
William F. Paulsen |
|
|
|
|
|
|
|
|
|
|
2,853 |
|
Lewis A. Levey |
|
|
|
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart |
|
|
2,616 |
|
|
|
60,308 |
|
|
|
57,008 |
|
Scott S. Ingraham |
|
|
534 |
|
|
|
|
|
|
|
2,853 |
|
Steven K. Eddington |
|
|
800 |
|
|
|
20,319 |
|
|
|
26,933 |
|
Dennis M. Steen |
|
|
800 |
|
|
|
48,610 |
|
|
|
35,941 |
|
Steven A. Webster |
|
|
534 |
|
|
|
|
|
|
|
2,853 |
|
F. Gardner Parker |
|
|
|
|
|
|
|
|
|
|
|
|
All trust managers and
executive officers as
a group (15 persons) |
|
|
6,502 |
|
|
|
267,524 |
|
|
|
279,754 |
|
13
(4) |
|
Based on information contained in Amendment No. 4 to Schedule 13G filed with the SEC on
February 27, 2008, The Vanguard Group, Inc. possessed sole voting power over 22,938 shares and
sole dispositive power over 3,753,716 shares. |
|
(5) |
|
Based on information contained in a Schedule 13G filed with the SEC on February 5, 2008,
Barclays Global Investors, NA possessed sole voting power over 1,148,343 shares and sole
dispositive power over 1,579,665 shares, Barclays Global Fund Advisors possessed sole voting
power and sole dispositive power over 1,823,031 shares, Barclays Global Investors, Ltd.
possessed sole voting power over 42,937 shares and sole dispositive power over 51,037 shares
and Barclays Global Investors Japan Limited possessed sole voting power and sole dispositive
power over 76,414 shares. |
|
(6) |
|
Based on information contained in Amendment No. 1 to Schedule 13G filed with the SEC on
February 14, 2008, ING Groep N.V. possessed sole voting power and sole dispositive power over
2,690,778 shares, which includes 2,690,168 shares held by indirect subsidiaries of ING Groep
N.V. in their role as a discretionary manager of client portfolios and 610 shares held by
indirect subsidiaries of ING Groep N.V. in their role as trustee. |
|
(7) |
|
Includes 188,113 shares pledged by Mr. Campo to Bear, Stearns & Co. Inc. as security for a
loan or other extension of credit to Mr. Campo. Upon a default under the agreement governing
such loan, Bear, Stearns & Co. Inc. or its parent, The Bear Stearns Companies Inc., or any
subsidiary thereof, may sell such shares. |
|
(8) |
|
Includes 100,202 shares held by a family trust. |
|
(9) |
|
Includes 24,405 shares held by Mr. Paulsens wife and 24,204 shares held by a related family
foundation. Also includes 398,575 common shares issuable upon the exchange of units of
limited partnership interest in one of our operating partnerships, which shares have been
pledged by Mr. Paulsen to Merrill Lynch Bank USA as security for a loan or other extension of
credit to Mr. Paulsen. Upon a default under the agreement governing such loan, Merrill Lynch
Bank USA or its parent, Merrill Lynch & Co. Inc., or any subsidiary thereof, may sell such
common shares. |
|
(10) |
|
Includes 640 shares held in a trust of which Mr. Levey is a co-trustee. |
|
(11) |
|
Includes 1,050 shares held in accounts for the benefit of Mr. Ingrahams children, for which
Mr. Ingraham is the custodian. |
|
(12) |
|
Shares and/or units beneficially owned by more than one individual have been counted only
once for this purpose. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us during or
with respect to 2007, we believe all SEC filing requirements applicable to our trust managers,
officers and beneficial owners of more than 10% of our common shares were complied with in 2007.
14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review and Approval of Related Person Transactions
Our Code of Business Conduct and Ethics provides that none of our employees or trust managers
may engage in activities that create a conflict of interest with us, unless specifically approved
by the board of trust managers or a committee of the board after full disclosure of all relevant
facts. Activities that constitute a conflict of interest under such Code include the following:
|
|
|
owning a material interest in any supplier, contractor, subcontractor, competitor,
customer or other entity with which we do business that might affect the employees or
trust managers ability to objectively perform his or her work; |
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owning or acquiring any property if such person knows that we have taken or are
considering taking any action with respect to such property; |
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owning or acquiring any property utilizing confidential information obtained through
us or in the course of performing such persons duties for us; and |
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appropriating or diverting to others any business opportunity that such person knows
is, or could reasonably have anticipated that we would be, interested in. |
An officer or trust manager may only receive a waiver from the board (excluding any interested
trust manager) or the corporate governance committee of the board. Waivers for employees (other
than officers) may only be granted by our chief executive officer or president. Any waiver granted
to an executive officer or trust manager will be disclosed to shareholders in accordance with the
Securities Exchange Act of 1934 and the rules thereunder and the applicable rules of the New York
Stock Exchange.
Related Person Transactions
Prior to our merger with Summit Properties Inc. (Summit), Summit entered into amended and
restated employment agreements with William B. McGuire, Jr. and William F. Paulsen, each of which
is a trust manager, with an expiration date of December 31, 2011. We assumed these agreements as a
result of the merger with Summit. Each of the employment agreements provided the annual base
salary of Messrs. McGuire and Paulsen, effective as of January 1, 2002 and for the balance of the
term of such agreement, was $200,000 per year unless Mr. McGuire or Mr. Paulsen, respectively,
ceased to be an employee member of the board, in which case such annual base salary would be
reduced to $175,000. Messrs. McGuire and Paulsen were entitled to participate in our employee
share option plans and employee benefit plans. The agreements further provided that Messrs.
McGuire and Paulsen would receive health benefits at a cost comparable to that paid by similarly
situated employees, secretarial and computer-related services, and office facilities for the term
of the applicable agreement and for the remainder of the respective life of Mr. McGuire or Mr.
Paulsen thereafter. The employment agreements with Messrs. McGuire and Paulsen also provided for
certain severance benefits.
On April 27, 2005, we entered into a separation agreement with each of Messrs. McGuire and
Paulsen. Each separation agreement was effective as of the effective time of the merger with
Summit, which occurred on February 28, 2005. Pursuant to the respective separation agreement, as
of the effective time of the merger, Messrs. McGuire and Paulsen resigned as an officer and
director of Summit and all entities related to Summit, and the respective employment agreement
between Summit and each such executive was terminated. Also pursuant to the respective separation
agreement, Messrs. McGuire and Paulsen continue to receive health benefits at a cost comparable to
that paid by similarly situated employees, secretarial and computer-related services, and office
facilities for the remainder of their respective lives, which payments totaled $89,880 and
$118,457, respectively, in 2007.
15
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes the key principles and factors underlying
our executive compensation policies for the individuals who served as our chief executive officer
and chief financial officer during fiscal 2007, as well as the other individuals included in the
Summary Compensation Table on page 25, which are referred to in this proxy statement as the named
executive officers.
Compensation Philosophy and Objectives
An important part of our results-oriented culture is to recognize and reward executives based
on their contributions to our success. Our executive compensation program links incentive
compensation to individual and corporate results by rating achievement against financial and
non-financial objectives. Our compensation objectives are designed to make our performance
expectations clear to executives and other employees and to measure and reward performance
consistently across organizational lines. The key objectives of our executive compensation program
are to:
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support our business objectives to produce consistent earnings growth and increase
shareholder value; |
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attract, reward, motivate and retain talented executives; |
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tie executive compensation to our financial performance and portfolio management;
and |
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link executives goals with shareholders interests. |
Role of Executive Officers in Compensation Decisions
Richard J. Campo, our chairman of the board and chief executive officer, and D. Keith Oden,
our president, make recommendations to the compensation committee based on the compensation
philosophy and objectives set by the compensation committee as well as current business conditions.
More specifically, for each named executive officer, including themselves, Messrs. Campo and Oden
review competitive market data and recommend to the compensation committee the performance measures
and target goals, in each case for the review, discussion and approval by the compensation
committee. For each executive officer other than themselves, Messrs. Campo and Oden also review
the rationale and guidelines for compensation and annual share awards for the review, discussion
and approval by the compensation committee. Messrs. Campo and Oden may attend meetings of the
compensation committee at the request of the committee chair, but do not attend executive sessions
and do not participate in any discussions relating to the final determination of their own
compensation.
Setting Executive Compensation
Based on the objectives described above, the compensation committee has structured our annual
and long-term executive compensation to motivate executive officers to achieve our business goals
and reward the executive officers for achieving such goals. To measure our executive compensation
for competitiveness in the industry, the compensation committee has, from time to time, engaged an
outside consultant to provide an annual competitive benchmarking analysis for the named executive
officers. For 2007, the compensation committee engaged CEL & Associates to assist with this
analysis. CEL & Associates provided market data regarding base salary, annual bonus and long-term
compensation by job title and responsibility level utilizing data from the companies listed below.
We and the compensation committee use this information, along with recommendations of management,
considerations of internal and external equity, incentive compensation specific to the individual
and individual performance, as context for decisions about compensation practices and about pay
levels for individual named executive officers. We and the compensation committee also review
public disclosures made by companies in the real estate industry and on published surveys with
particular focus on companies of similar size within our industry. Accordingly, no individual
report or factor is given undue consideration.
16
In making compensation decisions, the compensation committee compares each element comprising
total compensation against a peer group of publicly-traded multifamily REITs (collectively, the
Compensation Peer Group). The Compensation Peer Group, which is periodically reviewed and
updated by the compensation committee, consists of companies against which we believe we compete
for talent and for shareholder investment. The companies comprising the Compensation Peer Group
were selected based on the following criteria:
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competitive companies in Camdens major markets; |
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range of size of market capitalization, target markets, asset quality, financial
structure and organization similar to Camden; and |
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strong development orientation and pipeline. |
The following seven public multifamily companies met this criteria: Archstone-Smith Trust,
AvalonBay Communities, Inc., BRE Properties, Inc., Equity Residential, Essex Property Trust, Inc.,
Post Properties, Inc. and UDR, Inc. For our executive officers, specific individuals at the
Compensation Peer Group were identified as benchmark positions for comparative compensation
assessment.
As we compete with many companies for top executive-level talent, the compensation committee
generally sets compensation for executive officers relative to the compensation paid to similarly
situated executives of the companies comprising the Compensation Peer Group. Variations to this
objective may occur as dictated by the experience level of the individual and market factors.
These objectives recognize the compensation committees expectation that, over the long term, we
will continue to generate shareholder returns in line with the average of our peer group.
For 2007, the compensation committees guiding principle is that the compensation of our
officers should be set so that, in a year when target performance is achieved, the average total
compensation (including the value of share awards) of executive officers is, in general, at
approximately 75th percentile of compensation paid to comparable officers at the
Compensation Peer Group. In the case of Messrs. Campo, Oden, Stewart, Steen and Eddington, the
actual compensation was less than the 75th percentile, in each case based on
considerations of internal and external equity and company performance as compared to stated
objectives and other financial considerations, as well as a subjective evaluation of each named
executive officers contribution to company performance.
2007 Executive Compensation Components
Our primary objectives are to produce earnings growth and increase shareholder value. To
achieve these objectives, we utilize a compensation program principally comprised of base salary,
annual bonus, annual cash awards based on performance and long-term compensation. Each component
of the compensation program is designed to provide greater rewards to employees who assume, and
succeed in, positions having a greater level of responsibility and, therefore, have the likelihood
of greater impact on our overall performance and demonstrate continuous improvement in their areas
of responsibility. As a result, our compensation program for named executive officers places less
emphasis on base salary and more emphasis on annual performance-based incentive payments and
equity-based compensation. We design compensation so that a substantial majority of the named
executive officers overall compensation is at risk and tied to our financial performance and
share price. However, there is no pre-established policy or target for the allocation between
either cash and non-cash or short-term and long-term incentive compensation. Rather, the
compensation committee reviewed a variety of information, including that provided by CEL &
Associates, Inc., to determine the appropriate level and mix of incentive compensation.
Base Salary. Base salary is intended to provide a competitive level of current cash
compensation linked to individual job responsibilities and job performance. In determining the
base salaries of named executive officers, the compensation committee considers internal and
external equity and company performance as compared to stated objectives and other financial
considerations, as well as a subjective evaluation of each named executive officers contribution
to company performance.
17
Base salary ranges for named executive officers are determined for each executive based on his
position and responsibility by using market data. During its review of base salaries for
executives, the compensation committee primarily considers:
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the benchmarking data described above under Setting Executive Compensation as well
as market data from compensation surveys of the real estate industry in general and the
multi-family housing industry from publicly available sources; |
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an internal review of the executives compensation, both individually and relative
to other executive officers, and recommendations of the chief executive officer and
president; and |
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an individual executives responsibilities, qualifications, performance in the
previous year, the degree to which the executive has reached proficiency in the
position and ongoing contributions to our success. |
Merit-based increases to named executive officers salaries are based on this review as well
as, with respect to Messrs. Campo and Oden, the achievement of company-wide goals and, with respect
to the other named executive officers, the achievement of goals tied to their respective business
unit. These goals and the achievement level of these goals are described below under Annual
Bonus.
Annual Bonus. The compensation committee awards annual bonuses and long-term compensation to
named executive officers based on achievement of specified goals by Camden, the individual and the
individuals business unit. These goals are specified in advance and executive compensation is
based on an individuals weighted average achievement thereof, with the weightings also set in
advance.
These goals and weightings were recommended by management and approved by the compensation
committee to help to ensure that only a high level of performance by the individual and Camden will
allow an individual to realize increased compensation. Our guidelines for 2007 provided that
weighted performance of the goals resulted in payout of bonus and long-term compensation as
follows:
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|
|
Percentage of Payout of Bonus and Long- |
Weighted Average Achievement of Goals |
|
Term Compensation |
70-100% (exceeds expectations) |
|
75-100% |
50-69% (achieves expectations) |
|
50-75% |
Below 50% (below expectations) |
|
Less than 50% |
Payment within such range was made at the discretion of the compensation committee, based in
part on considerations of internal equity, external equity and Camden financial considerations.
The following corporate goals were established for 2007:
|
1. |
|
The achievement of a target level of funds from operations (FFO) per share of
$3.75, which represents the mid-point of our annual guidance issued on February 8,
2007. We utilize The National Association of Real Estate Investment Trusts current
definition of FFO, which is net income computed in accordance with generally accepted
accounting principles, excluding gains or losses from depreciable operating property
sales, plus real estate depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. A reconciliation of net income to FFO
for the year ended December 31, 2007 is contained in our 2007 annual report and in our
earnings release filed on a Current Report on Form 8-K filed on February 8, 2008.
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Our FFO for the year ended December 31, 2007 was $3.66 per share, or approximately
2% below the goal. Based on these results, a 0% performance rating was assigned to
this goal. |
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2. |
|
The achievement of net operating income (NOI) for stabilized properties, as
compared to the original budgeted amount of $320 million. We define NOI as total
property income less property
operating and maintenance expenses less real estate taxes. A reconciliation of net
income to NOI for the year ended December 31, 2007 is contained in our earnings
release filed on a Current Report on Form 8-K filed on February 8, 2008. |
18
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For 2007, we fell short of our budget for stabilized property-level NOI by
approximately $5 million or 1.6%. Based on these results, a 0% performance rating
was assigned to this goal. |
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3. |
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The achievement of targeted transaction volume goal of $300 million by
delivering a combination of additions to our development pipeline and acquisitions.
For 2007, we exceeded our budget for additions to our development pipeline and
acquisitions by approximately 104%. Based on these results, a 100% performance rating
was assigned to this goal. |
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4. |
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The achievement of total shareholder return (i.e., share price appreciation and
dividends paid) in the top one-third of a group of multifamily REITs. For determining
relative performance, the group of multifamily REITs used for comparison consisted of
Associated Estates Realty, Apartment Investment & Management Company, Home Properties,
Inc., AvalonBay Communities, Inc., BRE Properties, Inc., Essex Property Trust, UDR,
Inc., Equity Residential, Mid-American Apartment Communities, Inc. and Post Properties,
Inc. For 2007, our total shareholder return was not in the top one-third of such
group. Based on these results, a 0% performance rating was assigned to this goal. |
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5. |
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The completion of new developments in accordance with the original time and
financial budgets. In 2007, we stabilized four development communities. In the
aggregate, these projects were completed on time, below budget and leased up ahead of
schedule and at better than anticipated yields. Based on these results, a 100%
performance rating was assigned to this goal. |
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6. |
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The effectiveness of management in creating and communicating our corporate
culture to all employees. The Company was named by FORTUNE magazine in 2007 as one of
the 100 Best Companies to Work For in America. We were ranked 50 overall and
19th in FORTUNEs small company category. We were cited for our progress in
employee benefits, including the Camden Scholarship Fund for employees children,
adoption benefits, domestic partner benefits, fully furnished apartments available for
employee vacations, and apartment discounts for the employee or his or her parent or
child. Based on these results, a 90% performance rating was assigned to this goal. |
The higher the individuals position, the more heavily the goals are weighted by Camden
performance. For this reason, 100% of Messrs. Campo and Odens compensation is based on company
performance, with the achievement of FFO per share and total shareholder return goals weighted 45%,
operating performance of property-level net operating income and completion of new developments in
accordance with budget weighted 20% each, achievement of targeted transaction volume goal weighted
10% and effectiveness in communicating corporate culture to employees weighted 5%. For 2007,
overall weighed achievement was 34.5% of maximum or in the below expectations category of 0% to
50%.
For the other named executive officers, the goals and weightings are more heavily tied to
performance of the individual and his business unit. The weightings applicable to each goal were
set in advance and indicated below.
For Mr. Stewart, the 2007 goals and respective weightings were generally as follows:
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the completion of new developments in accordance with the original time and
financial budgets at or above projected yields (25%); |
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the completion of development properties in lease up in accordance with the original
budgets (20%); |
19
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the achievement of a targeted transaction volume goal by delivering a combination of
additions to our development pipeline, acquisitions and dispositions (15%); |
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the sale and recycling of targeted assets and underwriting assistance for our
discretionary investment vehicle (30%); and |
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the achievement of departmental budgets (5%). |
For 2007, under Mr. Stewarts leadership, we stabilized four development communities, which in
the aggregate, were completed on time, below budget and leased up ahead of schedule and at better
than anticipated yields; the target asset recycling goal was exceeded by 27%; the targeted
transaction goal was exceeded by 104%; one-third of land designated for sale was sold; and
department budgets and assistance with underwriting of investments for the fund were approximately
100% achieved. As a result, for 2007, the weighted achievement level of Mr. Stewarts goals was in
the exceeds expectations category of 75% to 100%.
For Mr. Steen, the 2007 goals and respective weightings were generally as follows:
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the effective supervision of financial reporting and related functions, systems and
personnel (75%); and |
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the effective management of our balance sheet obligations (25%). |
Mr. Steen timely completed all SEC reporting; effectively managed tax characteristics;
performed regular reviews of financial performance with senior management; effectively managed our
long term and short term liabilities through various offerings; effectively oversaw a cost
effective approach to Sarbanes-Oxley compliance; expanded the scope of internal audit and increased
the independent auditors reliance on internal audit procedures; led the effort to implement a new
accounting system; effectively renewed insurance coverage; and improved communication of corporate
culture to the accounting, finance and internal audit groups and other areas. As a result, for
2007, the weighted achievement level of Mr. Steens goals was in the exceeds expectations
category of 75% to 100%.
For Mr. Eddington, the 2007 goals and respective weightings were generally as follows:
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the achievement of net operating income budgets for our operating communities (40%); |
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the effective implementation and oversight of on-site property initiatives (60%). |
For 2007, we did not achieve our net operating income budgets, although Mr. Eddington did
effectively implement a substantial portion of the on-site property initiatives. As a result, for
2007, the weighted achievement level of Mr. Eddingtons goals was in the achieves expectations
category of 50% to 75%.
To more fully tie compensation to long-term performance, executives must receive between 25%
and 50% of their annual bonuses in shares. These shares are valued at 150% of the cash value of
the corresponding portion of the bonus. The number of shares to be issued is determined based on
the market share price at the date of grant. The shares issued pursuant to these grants vest 25%
on the grant date and 25% on each of the next three anniversaries of the grant date.
20
Performance Award Program. Our performance award program seeks to align compensation with the
interests of our shareholders by awarding notional common shares or bonus units (which do not
represent actual common shares) to named executive officers based on achievement of company-wide
goals described above. The notional shares expire on the tenth anniversary of the date of grant.
The holders of notional shares receive an annual cash payment equal to their number of notional
shares multiplied by a percentage of the actual dividend rate per share paid to holders of our
common shares. The percentage used in determining 2007 awards was based on the achievement of the
company-wide goals used in determining cash bonuses described above as follows:
|
|
|
|
|
Payment as a Percentage of |
Weighted Average Achievement of Goals |
|
Common Dividends Per Share |
0-50% (Below Expectations) |
|
0% |
50% to 70% (Achieves Expectations) |
|
75% |
70% to 100% (Exceeds Expectations) |
|
125% |
Because the achievement of corporate goals was in the below expectations category, none of
the named executive officers for fiscal 2007 received any payments under the Performance Award
Program.
Long-Term Compensation. Because todays business decisions affect us over a number of years,
long-term incentive awards are tied to our performance and the long-term value of our shares. The
goals and weightings for long-term incentive awards are the same as those used in determining
annual bonuses.
The compensation committee awarded 186,303 shares to the named executive officers and other
employees for 2007. Share awards vest in five equal installments on the first five anniversaries
of the date of grant. The compensation committee also granted 444,264 options to purchase common
shares for 2007 to the named executive officers and other employees. The options vest in five
equal installments on the first five anniversaries of the date of grant.
Pursuant to our 2002 share incentive plan, upon the vesting of 20,000 or more options, the
holder has the right to exercise some or all of the vested options by paying the exercise price
with shares (the Mature Shares) that have been held by the holder for at least six months prior
to the exercise date. Upon the exercise of options through this right, the holder will be deemed
to have exchanged the Mature Shares for replacement shares without the requirement of tendering the
Mature Shares to us, and receive a number of additional shares from us equal to the total number of
shares covered by the options minus the number of Mature Shares used to pay the exercise price for
the options (the Incentive Payment Shares).
Upon the exercise of this right, the holder receives a share grant by depositing with us 25%
of the Incentive Payment Shares. Upon deposit of these shares, we grant to the holder a number of
shares in an amount equal to 32.5% of the Incentive Payment Shares, 19.25% of which are designated
as Bonus Shares and 80.75% of which are designated as Additional Bonus Shares.
The Bonus Shares vest 10% on each the first two anniversaries of the date of grant and 80% on
the third anniversary of the date of grant. The Additional Bonus shares vest 10% each of the first
four anniversaries of the date of grant and 60% on the fifth anniversary of the date of grant. If
a holder terminates his or her employment prior to the completion of these periods, the unvested
portion of the Bonus Shares and the Additional Bonus Shares are forfeited.
Upon exercise of this right, the number of options as to which such right was exercised are
reloaded and reissued to the holder, with such options representing the right to purchase a
number of shares equal to the number of options exercised less the number of Incentive Payment
Shares. Upon being reloaded, each reload option again represents the right to purchase a share at
an exercise price equal to the fair market value of the share on the date of the notice of exercise
of the Incentive Exchange Right. The reloaded options are fully vested on the date of issuance and
the exercise period is the lesser of (i) ten years or (ii) the term of the original option,
beginning on the date of exercise of the options being reloaded. In 2007, Messrs. Campo and Oden
exercised reload options and received additional options and shares upon such exercise.
21
In January 2008, the compensation committee awarded, based on 2007 performance, annual bonus,
share and option awards to the following named executive officers:
|
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|
Grant |
|
Number of |
|
| |
|
Base Price of |
Name |
|
Date |
|
Shares |
|
|
Award Type |
|
Award |
Richard J. Campo |
|
1/30/08 |
|
|
11,839 |
|
|
Share Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
6,247 |
|
|
Annual BonusShare Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
56,656 |
|
|
Option Award |
|
$ |
48.02 |
|
|
|
|
|
|
|
|
|
|
|
|
D. Keith Oden |
|
1/30/08 |
|
|
11,839 |
|
|
Share Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
6,247 |
|
|
Annual BonusShare Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
56,656 |
|
|
Option Award |
|
$ |
48.02 |
|
|
|
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart |
|
1/30/08 |
|
|
12,603 |
|
|
Share Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
5,271 |
|
|
Annual BonusShare Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
60,308 |
|
|
Option Award |
|
$ |
48.02 |
|
|
|
|
|
|
|
|
|
|
|
|
Dennis M. Steen |
|
1/30/08 |
|
|
10,301 |
|
|
Share Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
4,850 |
|
|
Annual BonusShare Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
48,610 |
|
|
Option Award |
|
$ |
48.02 |
|
|
|
|
|
|
|
|
|
|
|
|
Steven K. Eddington |
|
1/30/08 |
|
|
4,335 |
|
|
Share Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
4,568 |
|
|
Annual BonusShare Award |
|
$ |
48.02 |
|
|
1/30/08 |
|
|
20,319 |
|
|
Option Award |
|
$ |
48.02 |
Share awards vest in five equal annual installments beginning on February 15th
following the one year anniversary of the date of grant. Annual bonus-share awards vest 25%
immediately on the date of grant and 25% in three equal annual installments beginning on February
15th following the one year anniversary of the date of grant. The initial 25% vesting
for annual bonus-share awards was recognized in our financial statements for the fiscal year 2007
and are included in the Summary Compensation Table under the Stock Awards column. Option awards
granted in 2008 for 2007 performance vest in five equal annual installments on February 15, 2009,
2010, 2011, 2012 and 2013.
Total Compensation. Based on company performance as described above, as well as each named
executive officers achievement of his individual 2007 goals, the compensation committee determined
that the named executive officers were entitled to receive the compensation detailed below for
2007.
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
Long-Term |
|
|
|
|
|
|
|
|
|
|
Annual Bonus |
|
|
|
|
|
|
Compensation |
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
Share |
|
|
Performance |
|
|
Share |
|
|
Option |
|
|
|
|
Name |
|
Salary |
|
|
Bonus |
|
|
Award |
|
|
Award |
|
|
Award |
|
|
Award |
|
|
Total |
|
Richard J. Campo |
|
$ |
434,660 |
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
|
|
|
$ |
568,509 |
|
|
$ |
286,815 |
|
|
$ |
1,789,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Keith Oden |
|
$ |
434,660 |
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
|
|
|
$ |
568,509 |
|
|
$ |
286,815 |
|
|
$ |
1,789,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart |
|
$ |
360,000 |
|
|
$ |
168,750 |
|
|
$ |
253,125 |
|
|
|
|
|
|
$ |
605,196 |
|
|
$ |
305,303 |
|
|
$ |
1,692,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis M. Steen |
|
$ |
341,000 |
|
|
$ |
155,250 |
|
|
$ |
232,875 |
|
|
|
|
|
|
$ |
494,654 |
|
|
$ |
246,083 |
|
|
$ |
1,469,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven K. Eddington |
|
$ |
300,000 |
|
|
$ |
146,250 |
|
|
$ |
219,375 |
|
|
|
|
|
|
$ |
208,167 |
|
|
$ |
102,863 |
|
|
$ |
976,655 |
|
The cash bonuses shown above appear in the Summary Compensation Table under the column headed
Non-Equity Incentive Plan Compensation.
22
With respect to 2007 bonus compensation in the form of equity awards, both the share and
option awards were made on January 30, 2008. Because the equity awards for 2007 compensation were
made in 2008, pursuant to
applicable disclosure rules, such awards will be reflected in the Summary Compensation and
Grants of Plan-Based Awards tables in our proxy statement for the 2009 annual meeting of
shareholders. For the purpose of calculating the number of shares to be granted, the dollars
allocated to share awards were divided by $48.02 per share, which was the closing price of our
common shares on the date of grant. For the purpose of calculating the number of shares subject to
the options to be granted, the dollars allocated to options were divided by $5.0624, which price
was calculated using the Black-Scholes option pricing model, which we use to measure compensation
cost under FAS 123(R). The options have an exercise price per share of $48.02, which was the
closing price of our common shares on the date of grant.
Perquisites and Other Personal Benefits. We provide the named executive officers with
perquisites and other personal benefits we and the compensation committee believe are reasonable
and consistent with our overall compensation program to better enable Camden to attract and retain
superior employees for key positions. The compensation committee periodically reviews the levels
of perquisites and other personal benefits provided to the named executive officers.
We maintain other executive benefits we consider necessary in order to offer fully competitive
opportunities to our executive officers. These include 401(k) retirement savings plans and car
allowances and related reimbursements. Executive officers are also eligible to participate in all
of our employee benefit plans, such as medical, dental, group life, disability and accidental death
and dismemberment insurance, in each case on the same basis as other employees.
The board believes the services of our senior management are of significant and unique value
to our business. The board also believes it is in our best interests and the best interests of our
shareholders to promote stability and continuity of senior management by encouraging such persons
to continue to devote their full attention to our success. We have entered into employment
agreements with certain of our key employees, including the named executive officers. These
agreements provide for severance payments plus a gross-up payment if certain situations occur, such
as termination without cause or a change in control. These provisions were designed and structured
to induce senior management to remain in our employ to achieve these goals. In the case of each of
the named executive officers other than Messrs. Campo and Oden, the severance payment equals one
times his respective current salary base in the case of a termination without cause and 2.99 times
his respective average annual compensation over the previous three fiscal years in the case of a
change in control. In the case of each of Messrs. Campo and Oden, the severance payment generally
equals 2.99 times the greater of his respective current annual compensation or his respective
average annual compensation over the previous three fiscal years in connection with, among other
things, a termination without cause or a change in control, and such persons would be entitled to
receive continuation and vesting of certain benefits in the case of such a termination. These
payments are more fully described below under Executive CompensationPotential Payments Upon
Termination or Change in Control starting on page 32.
Deferred Compensation Plans
The compensation committee has established a rabbi trust for the benefit of our officers and
trust managers in which in previous years such persons had the option to place share grants and
other deferred compensation. A participant may purchase assets held by the rabbi trust at any time
within 30 years from the date of vesting. The purchase price of a share is 25% of the fair value
of that share on the date the share was placed in the rabbi trust. The purchase price of any other
asset is 25% of the fair value of that asset on the date the asset was placed in the rabbi trust.
The compensation committee has also established a deferred compensation plan for the benefit
of our officers and trust managers in which the participant may elect to defer cash compensation
and/or options or shares granted under our 2002 share incentive plan. A participant has a fully
vested right to his or her deferral amounts, and the deferred option and share awards will vest in
accordance with their terms.
In 2007, we amended the deferred compensation plan and agreements relating to the rabbi trust,
as well as employment agreements with our executive officers, to cause such agreements and plans to
comply with applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations issued thereunder. The amendments did not result in any additional
compensation expense to Camden.
23
Tax and Accounting Implications
Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code limits
the deductibility on our tax return of compensation over $1 million to any of our named executive
officers. However, compensation paid pursuant to a plan that is performance-related,
non-discretionary and has been approved by our shareholders is not subject to section 162(m). We
have such a plan and may utilize it to mitigate the potential impact of section 162(m). We did not
pay any compensation during 2006 that would be subject to section 162(m). We believe, because we
qualify as a REIT under the Internal Revenue Code and therefore are not subject to federal income
taxes on our income to the extent distributed, the payment of compensation that does not satisfy
the requirements of section 162(m) will not generally affect our net income. However, to the
extent compensation does not qualify for deduction under section 162(m) or under our short term
incentive plan approved by shareholders to, among other things, mitigate the effects of section
162(m), a larger portion of shareholder distributions may be subject to federal income taxation as
dividend income rather than return of capital. We do not believe section 162(m) will materially
affect the taxability of shareholder distributions, although no assurance can be given in this
regard due to the variety of factors that affect the tax position of each shareholder. For these
reasons, the compensation committees compensation policy and practices are not directly governed
by section 162(m).
Accounting for Stock-Based Compensation. Beginning on January 1, 2006, we began accounting
for share-based payments to employees in accordance with the requirements of FAS 123(R).
COMPENSATION COMMITTEE REPORT
The Compensation Committee of Camden Property Trust has reviewed and discussed this
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and,
based on such review and discussions, the Compensation Committee recommended this Compensation
Discussion and Analysis be included in this proxy statement.
|
|
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|
|
THE COMPENSATION COMMITTEE |
|
|
|
|
|
William A. Cooper
Scott S. Ingraham |
|
|
Lewis A. Levey, Chair |
24
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes the total compensation paid or earned by each of the named
executive officers for the year ended December 31, 2007. We have entered into employment
agreements with each of the named executive officers, which are described below under Employment
Agreements.
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Change in |
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Pension Value |
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and |
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Nonqualified |
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Non-Equity |
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Deferred |
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Name and |
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Stock |
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Option |
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|
Incentive Plan |
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|
Compensation |
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All Other |
|
|
|
|
Principal Position |
|
Year |
|
|
Salary |
|
|
Awards (1) |
|
|
Awards (1) |
|
|
Compensation (2) |
|
|
Earnings (3) |
|
|
Compensation |
|
|
Total |
|
Richard J. Campo |
|
|
2007 |
|
|
$ |
434,660 |
|
|
$ |
491,183 |
|
|
$ |
276,321 |
|
|
$ |
200,000 |
|
|
|
|
|
|
$ |
12,199 |
(5) |
|
$ |
1,414,363 |
|
Chairman of
the Board and Chief Executive Officer |
|
|
2006 |
|
|
|
434,660 |
|
|
|
2,618,777 |
|
|
|
536,587 |
|
|
|
448,000 |
|
|
|
|
|
|
|
21,360 |
(6) |
|
|
4,059,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Keith Oden |
|
|
2007 |
|
|
$ |
434,660 |
|
|
$ |
491,183 |
|
|
$ |
276,321 |
|
|
$ |
200,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,402,164 |
|
President |
|
|
2006 |
|
|
|
434,660 |
|
|
|
2,618,777 |
|
|
|
536,587 |
|
|
|
448,000 |
|
|
|
|
|
|
|
|
|
|
|
4,038,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
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H. Malcolm Stewart |
|
|
2007 |
|
|
$ |
360,000 |
|
|
$ |
909,480 |
|
|
$ |
1,391 |
|
|
$ |
168,750 |
|
|
|
|
|
|
$ |
3,000 |
(4) |
|
$ |
1,442,621 |
|
Chief
Operating Officer |
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|
2006 |
|
|
|
342,000 |
|
|
|
549,386 |
|
|
|
138,945 |
|
|
|
303,000 |
|
|
|
|
|
|
|
10,356 |
(7) |
|
|
1,343,687 |
|
|
|
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|
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Dennis M. Steen |
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|
2007 |
|
|
$ |
341,000 |
|
|
$ |
658,319 |
|
|
$ |
1,391 |
|
|
$ |
155,250 |
|
|
|
|
|
|
$ |
3,000 |
(4) |
|
$ |
1,158,960 |
|
Chief
Financial Officer, Senior
Vice President -
Finance and
Secretary |
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|
2006 |
|
|
|
325,000 |
|
|
|
326,464 |
|
|
|
19,455 |
|
|
|
288,000 |
|
|
|
|
|
|
|
2,700 |
(4) |
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|
961,619 |
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Steven K. Eddington |
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2007 |
|
|
$ |
300,000 |
|
|
$ |
587,235 |
|
|
$ |
1,391 |
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|
$ |
146,250 |
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|
|
|
|
|
$ |
3,000 |
(4) |
|
$ |
1,037,876 |
|
Senior Vice President-Operations |
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2006 |
|
|
|
285,000 |
|
|
|
334,223 |
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|
|
38,791 |
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|
278,000 |
|
|
|
|
|
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|
2,700 |
(4) |
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|
938,714 |
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(1) |
|
The dollar amount recognized for financial statement reporting purposes with respect to the
fiscal year for awards of shares accounted in accordance with FAS 123(R). Assumptions used in
the calculation of these amounts are included in note 13 to our audited financial statements
for the year ended December 31, 2007 included in our annual report on Form 10-K for the year
ended December 31, 2007. For 2006, includes approximately $2.1 million for each of Messrs.
Campo and Oden for the accelerated vesting of share awards and the portions of the annual
bonus paid in shares as determined by the compensation committee on January 30, 2007 based on
achievement of performance goals determined in January 2006 as follows: Messrs. Campo and
Oden-4,788 shares each, Mr. Stewart-3,591 shares, Mr. Steen-3,304 shares and Mr.
Eddington-3,112 shares. For 2007, includes the portions of the bonus paid in shares as
determined by the compensation committee on January 30, 2008 based on achievement of
performance goals determined in January 2007 as follows: Messrs. Campo and Oden-6,247 shares
each, Mr. Stewart-5,271 shares, Mr. Steen-4,850 shares and Mr. Eddington-4,568 shares. The
2007 awards are discussed in more detail starting on page 18 under the heading Annual Bonus. |
|
(2) |
|
Includes the cash awards made under the Performance Award Program, which is discussed in
further detail on page 21 under the heading Performance Award Program as follows for 2006,
Messrs. Campo and Oden-$198,000 each and Messrs. Stewart, Steen and Eddington-$115,500 each;
for 2007, none of the named executive officers received any awards under the Performance Award
Program. For 2006, also includes the portions of the annual bonus paid in cash as determined
by the compensation committee on January 30, 2007 based on achievement of performance goals
determined in January 2006 as follows: Messrs. Campo and Oden-$250,000 each, Mr.
Stewart-$187,500, Mr. Steen-$172,500 and Mr. Eddington $162,500. For 2007, includes the
portions of the annual bonus paid in cash as determined by the compensation committee on
January 30, 2008 based on achievement of performance goals determined in
January 2007 as follows: Messrs. Campo and Oden-$200,000 each, Mr. Stewart-$168,750, Mr.
Steen-$155,250 and Mr. Eddington-$146,250. These awards for 2007 are discussed in more
detail starting on page 18 under the heading Annual Bonus. |
25
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(3) |
|
We do not have a pension plan. There were no earnings on non-qualified deferred compensation
that were above-market or preferential. Greater detail regarding our deferred compensation
plans can be found starting on page 30 under Non-Qualified Deferred Compensation. |
|
(4) |
|
Represents matching contributions under our 401(k) plan. |
|
(5) |
|
Represents the cost of club memberships not exclusively used for business entertainment
($10,691) and matching contributions under our 401(k) plan. |
|
(6) |
|
Represents the cost of club memberships not exclusively used for business entertainment
($20,876) and the reimbursement of auto-related costs for personal use ($484). |
|
(7) |
|
Represents the cost of club membership not exclusively used for business entertainment
($4,232), the reimbursement of auto-related costs for personal use ($3,424) and matching
contributions under our 401(k) plan. |
Grants of Plan Based Awards
The following table sets forth certain information with respect to shares granted during the
year ended December 31, 2007 for each named executive officer with respect to annual bonus,
performance award program and long-term compensation. The amounts shown in the All Other Stock
Awards: Number of Shares and All Other Option Awards: Number of
Securities Underlying Options
columns reflect the actual share and option awards made in January 2007 with respect to the
exercise of reload options and performance in 2006. We did not grant any options during the year
ended December 31, 2007.
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All Other |
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Option |
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Exercise |
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All Other |
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Awards: |
|
|
or Base |
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Stock |
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Number of |
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Price of |
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|
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Estimated Future Payouts Under Non- |
|
|
Estimated Future Payouts Under Equity |
|
|
Awards: |
|
|
Securities |
|
|
Option |
|
|
|
Grant |
|
|
Equity Incentive Plan Awards |
|
|
Incentive Plan Awards |
|
|
Number |
|
|
Underlying |
|
|
Awards |
|
Name |
|
Date |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Threshold |
|
|
Target |
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Maximum |
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of Shares |
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|
Options |
|
|
(2) |
|
Richard J. Campo |
|
|
1/30/08 |
(1) |
|
|
|
|
|
$ |
124,200 |
|
|
$ |
207,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
1/04/07 |
(3) |
|
|
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,261 |
|
|
$ |
73.32 |
|
|
|
|
1/04/07 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
853 |
|
|
|
|
|
|
$ |
73.32 |
|
|
|
|
1/04/07 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,580 |
|
|
|
|
|
|
$ |
73.32 |
|
|
|
|
1/30/07 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,525 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
1/30/07 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
4,788 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
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|
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|
|
|
|
|
|
D. Keith Oden |
|
|
1/30/08 |
(1) |
|
|
|
|
|
$ |
124,200 |
|
|
$ |
207,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
1/04/07 |
(3) |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,261 |
|
|
$ |
73.32 |
|
|
|
|
1/04/07 |
(4) |
|
|
|
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|
|
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|
|
|
|
|
|
|
|
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|
|
853 |
|
|
|
|
|
|
$ |
73.32 |
|
|
|
|
1/04/07 |
(5) |
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
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|
|
3,580 |
|
|
|
|
|
|
$ |
73.32 |
|
|
|
|
1/30/07 |
(6) |
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|
|
|
|
|
23,525 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
1/30/07 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,788 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart |
|
|
1/30/08 |
(1) |
|
|
|
|
|
$ |
72,450 |
|
|
$ |
120,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/30/07 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,175 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
1/30/07 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,591 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis M. Steen |
|
|
1/30/08 |
(1) |
|
|
|
|
|
$ |
72,450 |
|
|
$ |
120,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/30/07 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,432 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
1/30/07 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,304 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven K. Eddington |
|
|
1/30/08 |
(1) |
|
|
|
|
|
$ |
72,450 |
|
|
$ |
120,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/30/07 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,098 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
1/30/07 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,112 |
|
|
|
|
|
|
$ |
78.32 |
|
|
|
|
(1) |
|
Reflects the threshold, target and maximum payment levels for 2007 under our performance
award program, which levels were established in January 2007. The actual amounts received by
the named executive officers for performance in 2007 are set out in the Summary Compensation
Table. We do not use pre-set thresholds or multiples to determine awards under our annual
bonus or long-term compensation programs. |
26
|
|
|
(2) |
|
The exercise or base price is equal to the closing price of our shares on the grant date. |
|
(3) |
|
Granted pursuant to the exercise of reload options. Reload options vest immediately on
date of grant. Please see Compensation Discussion and Analysis2007 Executive Compensation
ComponentsLong-Term Compensation for an explanation of reload options. |
|
(4) |
|
Granted pursuant to the exercise of reload options. Vest 10% on the first two
anniversaries of the date of grant and 80% on the third anniversary of the date of grant. |
|
(5) |
|
Granted pursuant to the exercise of reload options. Vest 10% on the first four
anniversaries of the date of grant and 60% on the fifth anniversary of the date of the grant. |
|
(6) |
|
Granted in January 2007 for performance in 2006 and vest in five equal annual installments
beginning on February 15th following the first anniversary of the date of the
grant. |
|
(7) |
|
Granted in January 2007 for performance in 2006 and vest 25% on date of grant and 25% on
February 15th of each of the next three years. |
Employment Agreements
We have entered into an employment agreement with each of Messrs. Campo, Oden, Stewart, Steen
and Eddington. The agreements with Messrs. Campo and Oden expire on July 22, 2008. However, on
July 22 of each year, the expiration date of the agreements with Messrs. Campo and Oden will
automatically be extended by one additional year so that as a result of such extension the then
remaining term of employment will be one year. The agreements with Messrs. Stewart, Steen and
Eddington expire on August 20, 2008. Six months prior to expiration, unless notification of
termination is given, these agreements extend for one year from the date of expiration. The
agreements with Messrs. Campo and Oden provide for a base salary of $434,660 per calendar year and
the agreements with Messrs. Stewart, Steen and Eddington provide for a base salary of $360,000,
$341,000 and $300,000 per calendar year, respectively, in each case as may be increased as
determined by the board or compensation committee in its sole discretion. The agreements also
provide that each such executive is eligible for annual incentive compensation and long term
compensation as determined by the board or the compensation committee in its sole discretion, and
to health/dental insurance, life insurance, disability insurance and similar benefits available to
our employees. Each employment agreement contains provisions relating to compensation payable to
the respective named executive officer in the event of a termination of such executives
employment, which provisions are described below under Potential Payments Upon Termination or
Change in Control.
27
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information with respect to the market value as of
December 31, 2007 of all unexercised options and unvested share awards held by each named executive
officer as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Value of |
|
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
Shares or |
|
|
Shares or |
|
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
|
Units of |
|
|
Units of |
|
|
|
Unexercised |
|
|
Unexercised |
|
|
Option |
|
|
Option |
|
|
Stock That |
|
|
Stock That |
|
|
|
Options |
|
|
Options |
|
|
Exercise |
|
|
Expiration |
|
|
Have Not |
|
|
Have Not |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
Price |
|
|
Date |
|
|
Vested |
|
|
Vested |
|
Richard J. Campo |
|
|
2,891 |
|
|
|
|
|
|
$ |
34.59 |
|
|
|
01/28/12 |
|
|
|
23,525 |
(1) |
|
$ |
1,132,729 |
|
|
|
|
26,100 |
|
|
|
|
|
|
$ |
31.48 |
|
|
|
02/05/13 |
|
|
|
3,591 |
(2) |
|
|
172,907 |
|
|
|
|
15,124 |
|
|
|
|
|
|
$ |
40.40 |
|
|
|
04/02/08 |
|
|
|
14,492 |
(3) |
|
|
697,790 |
|
|
|
|
24,760 |
|
|
|
|
|
|
$ |
41.91 |
|
|
|
01/28/12 |
|
|
|
3,580 |
(4) |
|
|
172,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,259 |
|
|
|
|
|
|
$ |
44.00 |
|
|
|
01/28/12 |
|
|
|
45,188 |
|
|
$ |
2,175,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,098 |
|
|
|
|
|
|
$ |
44.00 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
136,749 |
|
|
|
|
|
|
$ |
42.90 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
66,666 |
|
|
|
33,334 |
(5) |
|
$ |
45.53 |
|
|
|
02/02/15 |
|
|
|
|
|
|
|
|
|
|
|
|
201 |
|
|
|
|
|
|
$ |
51.37 |
|
|
|
01/28/12 |
|
|
|
|
|
|
|
|
|
|
|
|
30,660 |
|
|
|
|
|
|
$ |
51.37 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
16,047 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
7,939 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
10,261 |
|
|
|
|
|
|
$ |
73.32 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
396,755 |
|
|
|
33,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Keith Oden |
|
|
2,891 |
|
|
|
|
|
|
$ |
34.59 |
|
|
|
01/28/12 |
|
|
|
23,525 |
(1) |
|
$ |
1,132,729 |
|
|
|
|
26,100 |
|
|
|
|
|
|
$ |
31.48 |
|
|
|
02/05/13 |
|
|
|
3,591 |
(2) |
|
|
172,907 |
|
|
|
|
15,124 |
|
|
|
|
|
|
$ |
40.40 |
|
|
|
04/02/08 |
|
|
|
14,492 |
(3) |
|
|
697,790 |
|
|
|
|
24,760 |
|
|
|
|
|
|
$ |
41.91 |
|
|
|
01/28/12 |
|
|
|
3,580 |
(4) |
|
|
172,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,259 |
|
|
|
|
|
|
$ |
44.00 |
|
|
|
01/28/12 |
|
|
|
45,188 |
|
|
$ |
2,175,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,098 |
|
|
|
|
|
|
$ |
44.00 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
136,749 |
|
|
|
|
|
|
$ |
42.90 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
66,666 |
|
|
|
33,334 |
(5) |
|
$ |
45.53 |
|
|
|
02/02/15 |
|
|
|
|
|
|
|
|
|
|
|
|
201 |
|
|
|
|
|
|
$ |
51.37 |
|
|
|
01/28/12 |
|
|
|
|
|
|
|
|
|
|
|
|
30,660 |
|
|
|
|
|
|
$ |
51.37 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
16,047 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
7,939 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
10,261 |
|
|
|
|
|
|
$ |
73.32 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
396,755 |
|
|
|
33,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Value of |
|
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
Shares or |
|
|
Shares or |
|
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
|
Units of |
|
|
Units of |
|
|
|
Unexercised |
|
|
Unexercised |
|
|
Option |
|
|
Option |
|
|
Stock That |
|
|
Stock That |
|
|
|
Options |
|
|
Options |
|
|
Exercise |
|
|
Expiration |
|
|
Have Not |
|
|
Have Not |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
Price |
|
|
Date |
|
|
Vested |
|
|
Vested |
|
H. Malcolm Stewart |
|
|
4,573 |
|
|
|
|
|
|
$ |
38.85 |
|
|
|
03/14/12 |
|
|
|
11,107 |
(6) |
|
$ |
534,802 |
|
|
|
|
1,447 |
|
|
|
|
|
|
$ |
38.85 |
|
|
|
04/02/08 |
|
|
|
4,708 |
(7) |
|
|
226,690 |
|
|
|
|
9,146 |
|
|
|
|
|
|
$ |
38.85 |
|
|
|
01/29/09 |
|
|
|
33,832 |
(8) |
|
|
1,629,011 |
|
|
|
|
8,333 |
|
|
|
|
|
|
$ |
31.48 |
|
|
|
02/05/13 |
|
|
|
6,321 |
(9) |
|
|
304,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,562 |
|
|
|
|
|
|
$ |
43.90 |
|
|
|
01/28/12 |
|
|
|
55,968 |
|
|
$ |
2,694,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,426 |
|
|
|
|
|
|
$ |
43.90 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
$ |
42.90 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
7,526 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
01/28/12 |
|
|
|
|
|
|
|
|
|
|
|
|
4,703 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
02/05/13 |
|
|
|
|
|
|
|
|
|
|
|
|
2,822 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
01/29/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis M. Steen |
|
|
5,000 |
|
|
|
|
|
|
$ |
42.90 |
|
|
|
01/29/14 |
|
|
|
27,632 |
(10) |
|
$ |
1,330,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,529 |
(11) |
|
|
266,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,161 |
|
|
$ |
1,596,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven K. Eddington |
|
|
1,696 |
|
|
|
|
|
|
$ |
34.59 |
|
|
|
01/28/12 |
|
|
|
2,226 |
(12) |
|
$ |
107,182 |
|
|
|
|
18,135 |
|
|
|
|
|
|
$ |
31.48 |
|
|
|
02/05/13 |
|
|
|
550 |
(13) |
|
|
26,483 |
|
|
|
|
15,000 |
|
|
|
|
|
|
$ |
42.90 |
|
|
|
01/29/14 |
|
|
|
20,711 |
(14) |
|
|
997,235 |
|
|
|
|
2,376 |
|
|
|
|
|
|
$ |
62.32 |
|
|
|
01/28/12 |
|
|
|
5,253 |
(15) |
|
|
252,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,740 |
|
|
$ |
1,383,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
4,705 shares vested on February 15, 2008 and 4,705 shares vest on each of February 15, 2009,
2010, 2011 and 2012. |
|
(2) |
|
1,197 shares vested on February 15, 2008 and 1,197 shares vest on each of February 15, 2009
and 2010. |
|
(3) |
|
1,450 shares vested on February 15, 2008, 1,450 shares vest on February 15, 2009 and 11,592
shares vest on February 15, 2012. |
|
(4) |
|
358 shares vested on February 15, 2008, 358 shares vest on each of February 15, 2009, 2010
and 2011 and 2,148 shares vest on February 15, 2012. |
|
(5) |
|
All vested on February 2, 2008. |
|
(6) |
|
1,234 shares vested on February 15, 2008 and 9,873 shares vest on February 15, 2009. |
|
(7) |
|
586 shares vested on February 15, 2008, 1,988 shares vest on February 15, 2009, 305 shares
vest on February 15, 2010 and 1,829 shares vest on February 15, 2011. |
|
(8) |
|
9,028 shares vested on February 15, 2008, 8,252 shares vest on February 15, 2009, 7,317
shares vest on February 15, 2010, 6,000 shares vest on February 15, 2011 and 3,235 shares vest
on February 15, 2012. |
|
(9) |
|
3,590 shares vested on February 15, 2008, 1,834 shares vest on February 15, 2009 and 897
shares vest on February 15, 2010. |
29
|
|
|
(10) |
|
7,304 shares vested on February 15, 2008, 6,971 shares vest on February 15, 2009, 6,171
shares vest on February 15, 2010, 4,899 shares vest on February 15, 2011 and 2,287 shares vest
on February 15, 2012. |
|
(11) |
|
3,054 shares vested on February 15, 2008, 1,649 shares vest on February 15, 2009 and 826
shares vest on February 15, 2010. |
|
(12) |
|
247 shares vested on February 15, 2008 and 1,979 shares vest on February 15, 2009. |
|
(13) |
|
61 shares vested on February 15, 2008, 61 shares vest on each of February 15, 2009 and 2010
and 367 shares vest on February 15, 2011. |
|
(14) |
|
5,921 shares vested on February 15, 2008, 5,255 shares vest on February 15, 2009, 4,454
shares vest on February 15, 2010, 3,462 shares vest on February 15, 2011 and 1,619 shares vest
on February 15, 2012. |
|
(15) |
|
2,848 shares vested on February 15, 2008, 1,627 shares vest on February 15, 2009 and 778
shares vest on February 15, 2010. |
Option Exercises and Shares Vested
The following table sets forth certain information with respect to options exercised by each
named executive officer and share awards vested during 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
|
|
Number of |
|
|
|
|
|
Number of |
|
|
|
|
|
|
Shares |
|
|
Value |
|
|
Shares |
|
|
Value |
|
|
|
Acquired |
|
|
Realized |
|
|
Acquired |
|
|
Realized |
|
Name |
|
on Exercise |
|
|
on Exercise |
|
|
on Vesting |
|
|
on Vesting |
|
Richard J. Campo |
|
|
13,639 |
|
|
$ |
1,000,000 |
|
|
|
1,197 |
|
|
$ |
92,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Keith Oden |
|
|
13,639 |
|
|
$ |
1,000,000 |
|
|
|
1,197 |
|
|
$ |
92,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart |
|
|
|
|
|
|
|
|
|
|
14,684 |
|
|
$ |
1,120,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis M. Steen |
|
|
|
|
|
|
|
|
|
|
8,750 |
|
|
$ |
672,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven K. Eddington |
|
|
|
|
|
|
|
|
|
|
8,278 |
|
|
$ |
652,425 |
|
Nonqualified Deferred Compensation
Beginning in 1997, the compensation committee established a rabbi trust for the benefit of our
officers, including the named executive officers, and trust managers in which in previous years
such persons had the option to place share grants, compensation (including salary, bonuses and
fees) and dividends on previously deferred share awards. Generally, a participant may purchase
assets held by the rabbi trust at any time up to 30 years from the date of vesting. The purchase
price of a share is 25% of the fair value of that share on the date the share was placed in the
rabbi trust. The purchase price of any other asset is 25% of the fair value of that asset on the
date the asset was placed in the rabbi trust. The compensation committee has also established a
deferred compensation plan for the benefit of our officers, including the named executive officers,
and trust managers in which the participant may elect to defer options or shares granted under our
2002 share incentive plan, compensation (including salary, bonuses and fees) and dividends on
previously deferred share awards.
30
The following table provides certain information regarding contributions to and earnings in
the rabbi trust and the deferred compensation plan as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
|
|
|
|
|
Aggregate Balance |
|
|
|
Contributions in |
|
|
Aggregate Earnings in |
|
|
at Last Fiscal Year- |
|
Name |
|
Last Fiscal Year (1) |
|
|
Last Fiscal Year (2) |
|
|
End (3) |
|
Richard J. Campo
Rabbi Trust |
|
$ |
|
|
|
$ |
(13,744,650 |
) |
|
$ |
59,670,399 |
|
Deferred Compensation Plan |
|
|
3,649,512 |
|
|
|
(2,193,859 |
) |
|
|
11,048,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,649,512 |
|
|
$ |
(15,938,509 |
) |
|
$ |
70,719,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Keith Oden
Rabbi Trust |
|
$ |
|
|
|
$ |
(13,969,012 |
) |
|
$ |
59,979,793 |
|
Deferred Compensation Plan |
|
|
3,650,000 |
|
|
|
(2,193,329 |
) |
|
|
11,055,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,650,000 |
|
|
$ |
(16,162,341 |
) |
|
$ |
71,034,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart
Rabbi Trust |
|
$ |
|
|
|
$ |
(4,033,640 |
) |
|
$ |
11,945,995 |
|
Deferred Compensation Plan |
|
|
1,548,073 |
|
|
|
(1,171,475 |
) |
|
|
2,484,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,548,073 |
|
|
$ |
(5,205,115 |
) |
|
$ |
14,430,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis M. Steen
Rabbi Trust |
|
$ |
|
|
|
$ |
(473,609 |
) |
|
$ |
1,214,840 |
|
Deferred Compensation Plan |
|
|
1,180,790 |
|
|
|
(928,636 |
) |
|
|
2,300,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,180,790 |
|
|
$ |
(1,402,245 |
) |
|
$ |
3,514,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven K. Eddington
Rabbi Trust |
|
$ |
|
|
|
$ |
(627,859 |
) |
|
$ |
1,768,861 |
|
Deferred Compensation Plan |
|
|
305,267 |
|
|
|
(567,963 |
) |
|
|
1,222,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
305,267 |
|
|
$ |
(1,195,822 |
) |
|
$ |
2,991,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects 2007 amounts participants elected to defer including share awards, salary, and
bonuses; these amounts are included in the Summary Compensation Table on page 25. We credit
to the participants account an amount equal to the amount designated as the participants
deferral for the plan year as indicated in the participants deferral election. A participant
has a fully-vested right to his or her cash deferral amounts, and the deferred option and
share awards will vest in accordance with their terms. Amounts deferred by the participants
in 2007 are comprised of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Salary |
|
|
Bonus |
|
|
Share Awards |
|
|
Total |
|
Richard J. Campo |
|
$ |
106,999 |
|
|
$ |
|
|
|
$ |
3,542,513 |
|
|
$ |
3,649,512 |
|
D. Keith Oden |
|
|
107,487 |
|
|
|
|
|
|
|
3,542,513 |
|
|
|
3,650,000 |
|
H. Malcolm Stewart |
|
|
|
|
|
|
|
|
|
|
1,548,073 |
|
|
|
1,548,073 |
|
Dennis M. Steen |
|
|
|
|
|
|
26,666 |
|
|
|
1,154,124 |
|
|
|
1,180,790 |
|
Steven K. Eddington |
|
|
6,500 |
|
|
|
55,035 |
|
|
|
243,732 |
|
|
|
305,267 |
|
|
|
|
(2) |
|
Aggregate earnings in 2007 represent the net unrealized loss reported by the administrator of
our non-qualified deferred compensation plans, and represent the unrealized depreciation of
Camden shares and dividends on previously deferred share awards, salary and bonuses. The
losses on the deferred compensation plans do not include any company or executive
contributions, and are not included in the Summary Compensation Table on page 25. |
|
(3) |
|
Include amounts to be paid by the executive upon withdrawals from the deferred compensation
plans as follows: Mr. Campo $11,689,353; Mr. Oden $11,717,458; Mr. Stewart $2,435,937;
Mr. Steen $259,111; and Mr. Eddington $376,655. |
31
Potential Payments Upon Termination or Change in Control
The following summarizes the compensation payable to each named executive officer under his
employment agreement in the event of a termination of such executives employment.
Payments Made Upon Any Termination
In all events, we are obligated to pay all salary and benefits accrued to the executive
through and including the date of termination. Additionally, each executive will be entitled to
receive the minimum bonus for the contract year during which the termination occurs, prorated
through and including the date of termination.
Payments Made Upon a Termination Without Cause
If the employment term is terminated for reasons other than for cause, the executive will be
entitled to receive a severance payment equal to, in the case of Messrs. Stewart, Steen and
Eddington, one times his respective annual base salary currently in effect and, in the case of
Messrs. Campo and Oden, 2.99 times the greater of his current annual compensation or his average
annual compensation over the three most recent years. Annual compensation includes salary,
bonuses, performance award payments and the value of long term incentive compensation. In
addition, unless prohibited by the applicable provider, the executive shall continue to receive
health and welfare benefits, as received before the executives termination, until the earlier of
(a) the executive obtaining employment with another company or (b) the end of the employment term,
as if the executive had not so terminated. Messrs. Campo and Oden will become fully vested in the
unvested portion of any award made to the executive in respect to any retirement, pension, profit
sharing, long-term incentive, or other similar such plans.
Payments Made Upon Death or Disability
If the employment term is terminated by reason of death or disability, the executive will be
entitled to receive a severance payment equal to, in the case of Messrs. Stewart, Steen and
Eddington, one times his annual base salary, including targeted cash bonus, at the date on which
death occurs and in the case of Messrs. Campo and Oden, 2.99 times the greater of his current
annual compensation or his average annual compensation over the three most recent years. Each
executive will become fully vested in the unvested portion of any award made to the executive in
respect to any retirement, pension, profit sharing, long-term incentive or other similar such
plans. In addition, the executive would be entitled to receive continuation of certain welfare
benefits.
Payments Made Upon a Change in Control
If the employment term is terminated by reason of a change in control, the executive will be
entitled to receive a severance payment plus a gross-up payment, if any, for excise taxes due on
the change in control payments. In the case of each of Messrs. Stewart, Steen and Eddington, the
severance payment equals 2.99 times his average annual salary over the previous three fiscal years.
In the case of each of Messrs. Campo and Oden, the severance payment generally equals 2.99 times
the greater of his current annual compensation or his average annual compensation over the previous
three fiscal years. Each executive will become fully vested in the unvested portion of any award
made to the executive in respect to any retirement, pension, profit sharing, long-term incentive or
other similar such plans. In addition, the executive would be entitled to receive continuation of
certain welfare benefits.
The amounts set forth in the table below represent the compensation payable to each named
executive officer under his respective employment agreement in the event of a termination of such
executives employment. The amounts shown assume such termination was effective as of December 31,
2007 and therefore include amounts earned through such time and are estimates of the amounts that
would be paid the executives upon their termination. The actual amounts to be paid can only be
determined at the time of such executives termination. With respect to a termination by reason of
death or disability, the amounts are payable within five days after the termination event. With
respect to all other terminations, the amounts will be paid six months after the termination event,
are fully vested in favor of the executive officer upon occurrence of a termination event, and we
are required to transfer such amounts into a deferred compensation plan to be used solely for the
purpose of paying such amounts to the executive officer.
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reason For Termination |
|
|
|
|
|
Without |
|
|
Death or |
|
|
Change in |
|
Name |
|
Benefit |
|
Cause |
|
|
Disability |
|
|
Control |
|
Richard J. Campo |
|
Bonus |
|
$ |
400,000 |
|
|
$ |
400,000 |
|
|
$ |
400,000 |
|
|
|
Severance |
|
|
8,248,429 |
|
|
|
8,248,429 |
|
|
|
8,248,429 |
|
|
|
Options and Awards (1) |
|
|
2,263,137 |
|
|
|
2,263,137 |
|
|
|
2,263,137 |
|
|
|
Gross-Up Payment for Excise Taxes |
|
|
|
|
|
|
|
|
|
|
1,799,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,911,566 |
|
|
$ |
10,911,566 |
|
|
$ |
12,710,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Keith Oden |
|
Bonus |
|
$ |
400,000 |
|
|
$ |
400,000 |
|
|
$ |
400,000 |
|
|
|
Severance |
|
|
8,248,429 |
|
|
|
8,248,429 |
|
|
|
8,248,429 |
|
|
|
Options and Awards (1) |
|
|
2,263,137 |
|
|
|
2,263,137 |
|
|
|
2,263,137 |
|
|
|
Gross-Up Payment for Excise Taxes |
|
|
|
|
|
|
|
|
|
|
1,799,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,911,566 |
|
|
$ |
10,911,566 |
|
|
$ |
12,710,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Malcolm Stewart |
|
Bonus |
|
$ |
337,500 |
|
|
$ |
337,500 |
|
|
$ |
337,500 |
|
|
|
Severance |
|
|
360,000 |
|
|
|
697,500 |
|
|
|
1,030,553 |
|
|
|
Options and Awards (1) |
|
|
202,904 |
|
|
|
2,694,859 |
|
|
|
2,694,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
900,404 |
|
|
$ |
3,729,859 |
|
|
$ |
4,062,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis M. Steen |
|
Bonus |
|
$ |
310,500 |
|
|
$ |
310,500 |
|
|
$ |
310,500 |
|
|
|
Severance |
|
|
341,000 |
|
|
|
651,500 |
|
|
|
937,863 |
|
|
|
Options and Awards (1) |
|
|
177,481 |
|
|
|
1,511,140 |
|
|
|
1,511,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
828,981 |
|
|
$ |
2,473,140 |
|
|
$ |
2,759,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven K. Eddington |
|
Bonus |
|
$ |
292,500 |
|
|
$ |
292,500 |
|
|
$ |
292,500 |
|
|
|
Severance |
|
|
300,000 |
|
|
|
592,500 |
|
|
|
822,250 |
|
|
|
Options and Awards (1) |
|
|
168,621 |
|
|
|
1,383,831 |
|
|
|
1,383,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
761,121 |
|
|
$ |
2,268,831 |
|
|
$ |
2,498,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts represent the benefit of acceleration of unvested options and share awards based
upon our share price as of December 31, 2007. |
Compensation Committee Interlocks and Insider Participation
No member who served on our compensation committee during 2007 was either an officer or
employee during 2007, a former officer or was party to any material transaction described earlier
in the Certain Relationships and Related Transactions section. No executive officer served as a
member of the compensation or similar committee or board of directors of any entity whose members
served on our compensation committee.
33
BOARD COMPENSATION
We use a combination of cash and share-based compensation to attract and retain qualified
candidates to serve on our board. In setting board compensation, we consider the significant
amount of time trust managers expend in fulfilling their duties to us as well as the skill level we
require of members of the board.
For 2007, trust managers, other than those who are our employees, were paid the following
fees.
|
|
|
|
Annual fee |
|
$ |
18,000 |
For each board meeting attended |
|
|
1,000 |
For each committee meeting attended |
|
|
750 |
Chair of audit committee |
|
|
15,000 |
We also reimburse trust managers for travel expenses incurred in connection with their
activities on our behalf.
Each non-employee trust manager receives restricted shares with a market value of $100,000 on
the date of grant upon his election to the board and on each succeeding year he is a trust manager.
Our Lead Independent Trust Manager will receive additional restricted shares with a market value
of $25,000 each year he is Lead Independent Trust Manager.
The table below summarizes the compensation we paid to each non-employee trust manager for
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
|
Stock Awards |
|
|
Compensation |
|
|
All Other |
|
|
|
|
Name (1) |
|
Paid in Cash |
|
|
(2) |
|
|
Earnings (3) |
|
|
Compensation |
|
|
Total |
|
William R. Cooper |
|
$ |
32,750 |
|
|
$ |
100,015 |
|
|
|
|
|
|
|
|
|
|
$ |
132,765 |
|
Scott S. Ingraham |
|
$ |
33,500 |
|
|
$ |
98,129 |
|
|
|
|
|
|
|
|
|
|
$ |
131,629 |
|
Lewis A. Levey |
|
$ |
34,250 |
|
|
$ |
129,651 |
|
|
|
|
|
|
|
|
|
|
$ |
163,901 |
|
William B. McGuire, Jr. |
|
$ |
26,750 |
|
|
$ |
53,896 |
|
|
|
|
|
|
$ |
89,880 |
(4) |
|
$ |
170,526 |
|
F. Gardner Parker |
|
$ |
26,750 |
|
|
$ |
171,901 |
|
|
|
|
|
|
|
|
|
|
$ |
198,651 |
|
William F. Paulsen |
|
$ |
25,750 |
|
|
$ |
53,896 |
|
|
|
|
|
|
$ |
118,457 |
(4) |
|
$ |
198,103 |
|
Steven A. Webster |
|
$ |
27,500 |
|
|
$ |
98,129 |
|
|
|
|
|
|
|
|
|
|
$ |
125,629 |
|
|
|
|
(1) |
|
Richard J. Campo, our Chairman of the Board and Chief Executive Officer, and D. Keith Oden,
our President, are not included in this table as they are employees and thus receive no
compensation for their services as trust managers. The compensation received by Messrs. Campo
and Oden as employees is shown in the Summary Compensation Table on page 25. |
|
(2) |
|
Represents the dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year for awards of shares accounted in accordance with FAS 123(R).
Assumptions used in the calculation of these amounts are included in note 13 to our audited
financial statements for the year ended December 31, 2007 included in our annual report on
Form 10-K for the year ended December 31, 2007. |
34
|
|
|
|
|
As of December 31, 2007, none of the non-employee trust managers held any vested or
unvested options and such persons held the following numbers of vested and unvested share
awards: |
|
|
|
|
|
|
|
|
|
Name |
|
Vested Share Awards |
|
|
Unvested Share Awards |
|
William R. Cooper |
|
|
22,934 |
|
|
|
|
|
Scott S. Ingraham |
|
|
11,137 |
|
|
|
5,353 |
|
Lewis A. Levey |
|
|
22,934 |
|
|
|
|
|
William B. McGuire, Jr. |
|
|
1,095 |
|
|
|
3,840 |
|
F. Gardner Parker |
|
|
41,222 |
|
|
|
|
|
William F. Paulsen |
|
|
1,095 |
|
|
|
3,840 |
|
Steven A. Webster |
|
|
21,581 |
|
|
|
5,353 |
|
|
|
|
(3) |
|
We do not have a pension plan. There were no earnings on non-qualified deferred compensation
that were above-market or preferential. |
|
(4) |
|
Represents amounts paid pursuant to separation agreements for health benefits, secretarial
and computer-related services, and office facilities, which are further explained on page 15
under Certain Relationships and Related Transactions. |
35
AUDIT COMMITTEE INFORMATION
Deloitte & Touche LLP has served as our independent registered public accountants for fiscal
year 2007. Representatives of Deloitte & Touche LLP are expected to be present at the annual
meeting and will have the opportunity to make a statement if they desire to do so. They are also
expected to be available to respond to appropriate questions.
Report of the Audit Committee
The audit committee operates under a written charter adopted by the board of trust managers.
The audit committee charter is available on the investor relations section of our website at
www.camdenliving.com.
Each member of the audit committee satisfies the requirements for independence set forth in
Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 and Sections 303A.02 and 303A.07(b) of the
New York Stock Exchanges listing standards and is free from any relationship that, in the opinion
of the board, would interfere with the exercise of his independent judgment as a member of the
audit committee.
The audit committee met with management periodically during the year to consider the adequacy
of the companys internal controls and the objectivity of its financial reporting. The audit
committee discussed these matters with the companys independent registered public accountants and
with appropriate company financial personnel, including the internal auditors. The audit committee
also discussed with the companys senior management, independent registered public accountants and
internal auditors the process used for certifications by the companys chief executive officer and
chief financial officer that are required for certain of the companys filings with the Securities
and Exchange Commission.
The audit committee met privately with the independent registered public accountants, senior
management, internal auditors and outside counsel, each of whom has unrestricted access to the
audit committee.
The audit committee appointed Deloitte & Touche LLP as the independent registered public
accountants for the company after reviewing the firms performance and independence from
management.
Management has primary responsibility for the companys financial statements and the overall
reporting process, including the companys system of internal controls.
The independent registered public accountants audited the annual financial statements prepared
by management, expressed an opinion as to whether those financial statements present fairly, in all
material respects, the financial position, results of operations and cash flows of the company and
its subsidiaries in conformity with accounting principles generally accepted in the United States
of America and discussed with the audit committee any issues they believed should be raised with
the audit committee.
The audit committee reviewed with management and Deloitte & Touche LLP the companys audited
financial statements and met separately with both management and Deloitte & Touche LLP to discuss
and review those financial statements and reports prior to issuance. The audit committee further
reviewed and discussed our process to comply with Section 404 of the Sarbanes-Oxley Act.
Management has represented, and Deloitte & Touche LLP has confirmed, to the audit committee the
financial statements were prepared in accordance with accounting principles generally accepted in
the United States of America.
The audit committee received from and discussed with Deloitte & Touche LLP the written
disclosure and the letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in
Rule 3600T. These items relate to that firms independence from the company. The audit committee
also discussed with Deloitte & Touche LLP matters required to be discussed by the Statement on
Auditing Standards No. 61 (Communication with Audit Committees), as amended, as adopted by the
Public Company Accounting Oversight Board in Rule 3200T. The audit committee monitored auditor
independence, reviewed audit and non-audit services performed by Deloitte & Touche LLP and
discussed with the auditors their independence.
36
In reliance on the reviews and discussions referred to above, the audit committee recommended
to the board of trust managers the companys audited financial statements be included in the
companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
The audit committee also reappointed, subject to shareholder ratification, Deloitte & Touche
LLP as our independent registered public accountants for 2008.
This section of the proxy statement is not deemed filed with the SEC and is not incorporated
by reference into our Annual Report on Form 10-K.
This audit committee report is given by the following members of the audit committee:
|
|
|
|
|
William R. Cooper |
|
|
Scott S. Ingraham, Chair |
|
|
Lewis A. Levey |
Independent Registered Public Accountant Fees
The following summarizes the approximate aggregate fees billed to us for the fiscal years
ended December 31, 2007 and 2006 by our principal independent registered public accountants,
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, Deloitte Entities):
|
|
|
|
|
|
|
|
|
|
|
Total Approximate Fees |
|
Type of Services (a) |
|
2007 |
|
|
2006 |
|
Audit Fees (b) |
|
$ |
1,580,718 |
|
|
$ |
1,137,860 |
|
Tax Fees (c) |
|
|
148,274 |
|
|
|
285,368 |
|
All Other Fees (d) |
|
|
6,905 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
Total (e) |
|
$ |
1,735,897 |
|
|
$ |
1,425,228 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
All such services provided to us by the Deloitte Entities during 2007 and 2006
were pre-approved by the audit committee. |
|
(b) |
|
Fees for audit services billed in 2007 and 2006 include the following: |
|
|
|
Audit of our annual financial statements; |
|
|
|
|
Audit of our internal controls over financial reporting; |
|
|
|
|
Reviews of our quarterly financial statements; and |
|
|
|
|
Issuances of comfort letters, consents and other services related to SEC
matters. |
|
|
|
(c) |
|
Fees for tax services billed in 2007 and 2006 included tax compliance services
and tax planning and advisory services. |
|
(d) |
|
Fees for all other services billed in 2007 and 2006 consisted of permitted
non-audit services, such as property and tax consulting services. |
|
(e) |
|
Excludes amounts we reimbursed the Deloitte Entities for out-of-pocket
expenses, which totaled approximately $26,400 in 2007 and $24,900 in 2006. Fees for
2006 exclude tax fees of $60,300 for services provided to Summit Properties Inc. and
its affiliates for periods prior to the effective time of the merger. |
37
Pre-Approval Policies and Procedures
The audit committee has developed policies and procedures concerning its pre-approval of audit
and non-audit services provided to us by our independent registered public accountants. These
provide that the audit committee must pre-approve all audit and permitted non-audit services
(including the fees and terms thereof) to be rendered to us by our independent registered public
accountants.
The independent registered public accountants provide the audit committee with a list
describing the services expected to be performed by the independent registered public accountant.
Any request for services not contemplated by this list must be submitted to the audit committee for
specific pre-approval and the provision of such services cannot commence until such approval has
been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the
audit committee has authorized any of the members of the audit committee to approve the provision
by our independent registered public accountants of non-audit services not prohibited by law. Any
such decision made by a member of the audit committee will be reported by such member to the full
audit committee at its next meeting.
In addition, although not required by the rules and regulations of the SEC, the audit
committee generally requests a range of fees associated with each proposed service. The audit
committee believes providing a range of fees for a service incorporates appropriate oversight and
control of the independent registered public accountant relationship, while permitting us to
receive immediate assistance from the independent registered public accountant when time is of the
essence.
Ratification of the Selection of the Independent Registered Public Accountants
The audit committee has reappointed Deloitte & Touche LLP as our independent registered public
accountants for 2008.
The proposal will be approved if it receives the affirmative vote of the majority of shares
represented in person or by proxy at the meeting.
The audit committee, which has the sole authority to retain our independent registered public
accountants, recommends you vote FOR the ratification of the appointment of Deloitte & Touche LLP
as our independent registered public accountants for 2008.
SHAREHOLDER PROPOSALS
We must receive any shareholder proposal intended for inclusion in the proxy materials for the
annual meeting to be held in 2009 no later than December 31, 2008. A shareholder may also nominate
trust managers before the next annual meeting by submitting the nomination to us as described
starting on page 4 under Consideration of Trust Manager NomineesShareholder Nominees. We did
not receive any formal proposals during 2007 from shareholders.
ADDITIONAL INFORMATION
You may obtain a copy of our committee charters, Guidelines on Governance, Code of Business
Conduct and Ethics and Code of Ethical Conduct for Senior Financial Officers on the investor
relations section of our website at www.camdenliving.com under Corporate Governance. This
information is also available in print free of charge to any person who requests it by contacting
us at Camden Property Trust, 3 Greenway Plaza, Suite 1300, Houston, Texas 77046, attention:
Investor Relations.
We will furnish a copy of our Annual Report on Form 10-K for the year ended December 31, 2007,
without exhibits, the proxy statement or the Notice of Internet Availability of Proxy Materials,
free of charge to each person who forwards a written request to us at 3 Greenway Plaza, Suite 1300,
Houston, Texas 77046, Attention: Investor Relations.
38
CAMDEN PROPERTY TRUST
FORM OF PROXY FOR ANNUAL MEETING
TO BE HELD MAY 6, 2008
This proxy is solicited on behalf of the Board of Trust Managers.
The undersigned hereby appoints Richard J. Campo, D. Keith Oden and Dennis M. Steen, or any of
them, proxies of the undersigned, with full powers of substitution, to vote all of the common
shares of beneficial interest of Camden Property Trust the undersigned is entitled to vote at the
Annual Meeting to be held on May 6, 2008 and at any adjournment thereof, and authorizes and
instructs said proxies to vote as set forth on the reverse side.
The Board of Trust Managers recommends you vote FOR each of the nominees for trust manager.
The audit committee, which has the sole authority to retain our independent registered public
accountants, recommends you vote FOR the ratification of Deloitte & Touche LLP as our independent
registered public accountants for 2008.
IMPORTANT This Proxy must be signed and dated on the reverse side.
Notice of Internet Availability of Proxy Materials: You can access and review the Annual Report
and Proxy Statement on the Internet by going to the investor relations section of our website at
www.camdenliving.com.
|
|
|
|
|
|
|
|
|
|
|
1. Election of Trust Managers
Nominees:
|
|
|
|
For
|
|
Withhold
All
|
|
For All
Except
|
|
To withhold
authority to vote for any individual,
mark For All
Except and write
the nominees
number on the line
below: |
01) Richard J. Campo
02) William R. Cooper
03) Scott S. Ingraham
04) Lewis A. Levey
|
|
06) William F.
Paulsen
07) D. Keith Oden
08) F. Gardner
Parker
09) Steven A. Webster
|
|
¨
|
|
¨
|
|
¨
|
|
05) William B. McGuire, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Ratification of Deloitte & Touche LLP as the independent registered public accountants |
|
For
¨ |
|
Against
¨ |
|
Abstain
¨ |
|
|
In their discretion, the proxies are authorized to vote upon such other business as may
properly come before the Annual Meeting or any adjournment or postponement thereof.
This Proxy when properly executed will be voted in the manner directed herein by the
undersigned shareholder. If no direction is made, this Proxy will be voted FOR all nominees listed
in Proposal 1 and FOR Proposal 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
Signature Date
|
|
Signature (Joint Owners) Date |