EQUITY LIFESTYLE PROPERTIES INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting Material pursuant to §14a-12
Name of Registrant as Specified in its Charter:
EQUITY LIFESTYLE PROPERTIES, INC.
Name of Person(s) Filing Proxy Statement if other than the Registrant:
N/A
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) 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 filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Date filed:
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On
April 30, 2019
________________
You are cordially invited to attend the
2019
Annual Meeting of Stockholders (the "Annual Meeting") of Equity LifeStyle Properties, Inc., a Maryland corporation (the "Company" or "we", "us" or "our"). The Annual Meeting will be held on Tuesday,
April 30, 2019
, at
9:00 a.m.
Central Time at Two North Riverside Plaza, Chicago, Illinois 60606. At the Annual Meeting, common stockholders of record at the close of business on
February 20, 2019
(the "Record Date") will be asked to consider and vote upon:
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(1)
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The election of nine members of the Company's Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified;
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(2)
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The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31,
2019
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(3)
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The approval of executive compensation on a non-binding, advisory basis;
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(4)
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The approval of an amendment to the Company's Articles of Amendment and Restatement (the "Charter") to increase from 200,000,000 to 400,000,000 the number of shares of Common Stock the Company is authorized to issue; and
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(5)
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The transaction of any other business properly brought before the Annual Meeting and at any adjournments or postponements thereof.
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Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we urge you to vote as soon as possible. Instructions on how to vote are contained in this Proxy Statement. Only common stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting, and at any adjournments or postponements thereof. If you attend the Annual Meeting, you may vote in person if you wish, even if you have previously voted. Please note, however, that if your shares of Common Stock are held of record by a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from such broker, bank or other nominee.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON
April 30, 2019
.
The Company's Proxy Statement for the
2019
Annual Meeting, its
2018
Annual Report and its Annual Report on Form 10-K for the year ended
December 31, 2018
are available at
http://www.astproxyportal.com/ast/26115.
Thank you for your continued support of Equity LifeStyle Properties, Inc.
By Order of the Board of Directors
David P. Eldersveld
Executive Vice President, General Counsel and Corporate Secretary
March 14, 2019
EQUITY LIFESTYLE PROPERTIES, INC.
TABLE OF CONTENTS
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Page
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Proxy Statement Summary
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Corporate Governance
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Governance Policies, Code of Ethics and Committee Charters
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Stockholders' Ability to Amend Bylaws
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Stockholder Communications with the Board
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Non-Management Directors' Executive Sessions
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Board Leadership Structure and Role in Risk Oversight
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Securities Pledging Policy
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Committees of the Board; Meetings
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Board Composition and Refreshment
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Executive Officers' Biographical Information
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Proposal No. 1 - Election of Directors
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Independence of Directors
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Nominee Information, Qualifications, Skills and Experience
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Nominees' Biographical Information
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Director Compensation
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Proposal No. 2 - Ratification of Selection of Independent Registered Public Accounting Firm
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Audit Committee Report
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Compensation Discussion and Analysis
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Compensation Committee Report
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Executive Compensation
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Summary Compensation Table
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Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year End
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Option Exercises and Stock Vested
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Potential Payments Upon Termination of Employment or Change in Control
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CEO Pay Ratio
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Narrative Disclosure of the Company's Compensation Policies and Practices as they Relate to Risk Management
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Compensation Committee Interlocks and Insider Participation
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Proposal No. 3 – Non-Binding, Advisory Vote on Executive Compensation
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Proposal No. 4 – Amendment to the Company's Charter Increasing from 200,000,000 to 400,000,000 the Number of Shares of Common Stock the Company is Authorized to Issue
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Security Ownership of Certain Beneficial Owners
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Security Ownership of Management and Directors
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Questions and Answers About the Annual Meeting
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Additional Information
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Certain Relationships and Related Transactions
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Section 16(a) Beneficial Ownership Reporting Compliance
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Stockholder Proposals for the 2020 Annual Meeting
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2018 Annual Report
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Householding of Proxy Materials
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Other Matters
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Appendix A
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PROXY STATEMENT
________________
This Proxy Statement contains information related to the
2019
Annual Meeting of Stockholders (the "Annual Meeting") of Equity LifeStyle Properties, Inc., a Maryland corporation (the "Company" or "we", "us", or "our"), which will be held on Tuesday,
April 30, 2019
, at
9:00 a.m.
Central Time at Two North Riverside Plaza, Chicago, Illinois 60606.
PROXY STATEMENT SUMMARY
The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.
Summary of Matters For Stockholder Voting
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Proposal 1:
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Elect nine members of the Company's Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified.
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The Board recommends a vote FOR the election of each of the nominees for director.
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Proposal 2:
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Ratify the selection of Ernst & Young LLP ("Ernst & Young"), as our independent registered public accounting firm ("Independent Accountants") for the year ending
December 31, 2019
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The Board recommends a vote FOR this proposal.
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Proposal 3:
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Approve executive compensation on a non-binding, advisory basis.
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The Board recommends a vote FOR this proposal.
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Proposal 4:
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Approve an amendment to the Company's Charter increasing from 200,000,000 to 400,000,000 the number of shares of Common Stock the Company is authorized to issue.
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The Board recommends a vote FOR this proposal.
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Other Matters:
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Stockholders will consider any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.
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Unless directions are set forth on the proxy, the representatives holding proxies will vote as recommended by the Board, or if no recommendation is given, in their own discretion.
1
Business Highlights
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One-Year TSR
(1)
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11.7%
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3-Year Annualized TSR
(1)
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16.0%
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5-Year Annualized TSR
(1)
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24.9%
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3-Year Stock Price
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46%
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5-Year Stock Price
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168%
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3-Year Normalized FFO
(2)
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32%
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5-Year Normalized FFO
(2)
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58%
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5-Year Annual Dividend Per Share
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120% or $1.20/share
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(1)
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Total stockholder return ("TSR") is calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in Common Stock on the day the dividend is paid.
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(2)
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Normalized FFO is a non-GAAP measure. See Appendix A to this Proxy Statement for a discussion and reconciliation to the most directly comparable GAAP measure.
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Governance and Compensation Highlights
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8 out of 9 Members of the Board are Independent
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Independent Lead Director
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Independent Audit Committee
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Independent Compensation, Nominating & Corporate Governance Committee
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Board Chairman and CEO Separate
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Executive Sessions of Independent Directors
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33% of Board is Female
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Three New Board Members Within Last Five Years
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All Directors Stand for Election Each Year
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Director Resignation Policy
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Annual Board and Committee Evaluation Process
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Frequent Stockholder Engagement Efforts
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No Poison Pill
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Recent Adoption of Stockholder Ability to Amend Bylaws by a Majority Vote
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All Audit Committee Members are Financial Experts
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Business Ethics and Conduct Policy for Directors, Officers and Employees
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No Employment Agreements with NEOs
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Added Three-Year Vesting to Restricted Stock Awards
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Added Performance Target-Based Restricted Stock Awards
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Stock Ownership Guidelines for Board and NEOs
2
CORPORATE GOVERNANCE
Governance Policies, Code of Ethics and Committee Charters
The Board regularly evaluates the Company's corporate governance policies and benchmarks those policies against the rules and regulations of governmental authorities, the best practices of other public companies and suggestions received from various authorities. The Board has adopted the Company's Guidelines on Corporate Governance, as amended. The Company's Guidelines on Corporate Governance require that a majority of the directors be independent within the meaning of New York Stock Exchange ("NYSE") standards. The Company’s common stock ("Common Stock") is listed on the NYSE under the ticker symbol "ELS." The Company has also adopted a Business Ethics and Conduct Policy, which applies to all directors, officers and employees of the Company. We will disclose on our website any amendment to, or waiver of, any provision of the Business Ethics and Conduct Policy applicable to our directors and executive officers ("Executive Officers" or "NEOs") that would otherwise be required to be disclosed under the rules of the Securities and Exchange Commission ("SEC") or NYSE.
Our Guidelines on Corporate Governance include a director resignation policy, whereby an incumbent director who fails to receive a majority of the votes cast in an uncontested election is expected to submit his or her resignation. If an incumbent director fails to receive such a majority vote and tenders his or her resignation, the Compensation, Nominating and Corporate Governance Committee (the "Compensation Committee") will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action is recommended, taking into account any information that it considers appropriate and relevant, including the circumstances that led to the failure to receive the vote, if known. The Board will act on the tendered resignation within ninety (90) days following certification of the stockholder vote and will promptly disclose its decision and rationale as to whether to accept the resignation (or the reasons for rejecting the resignation, if applicable) in a press release, filing with the SEC or by other public announcement. On an annual basis, a Board evaluation process is completed whereby the Board's Lead Director (the "Lead Director"), Sheli Rosenberg, conducts interviews independently with each Director. The evaluation process includes an assessment of the performance of the Board and each Board committee as a whole, and individual Board members, with a focus on areas such as independence and objectivity, attendance, participation and input, knowledge and expertise, insightfulness and forethought, preparation and commitment to improvement. The Lead Director discusses the results of these evaluations with the Board members individually as necessitated and with the Board and each Board committee as a whole.
The Guidelines on Corporate Governance, the Business Ethics and Conduct Policy, the charters of the Board's Audit Committee and Compensation Committee, our Political Contributions Policy, and our Environmental, Social and Governance Policy are each available on our website at
www.equitylifestyleproperties.com,
and copies may be obtained free of charge by sending a written request to Equity LifeStyle Properties, Inc., Attn: Investor Relations, Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, or by emailing our Company's Investor Relations Department at investor_relations@equitylifestyle.com.
Stockholders' Ability to Amend Bylaws
The Board and management regularly review the Company’s governance profile and market developments, investor perspectives and proxy advisory firm guidelines. Following a thorough review, including developing an understanding of stockholder perspectives, on February 27, 2018, the Board amended our Bylaws to add a provision which permits stockholders to amend our Bylaws. The amended Article XIV of the Bylaws permits stockholders, subject to the satisfaction of certain procedural requirements, to amend our Bylaws by the affirmative vote of the holders of a majority of our outstanding shares of Common Stock pursuant to a binding proposal submitted for approval at a duly called annual meeting or special meeting of stockholders by a stockholder, or group of up to five stockholders, owning at least one percent or more of our outstanding shares of Common Stock continuously for at least one year (the "Ownership Threshold"). A stockholder proposal submitted under the amended Article XIV may not alter or repeal (i) Article XII of the Bylaws, which provides for indemnification of our directors and officers, or (ii) Article XIV of the Bylaws, which addresses procedures for amendment of the Bylaws, without the approval of the Board.
The Board believes the Ownership Threshold enables stockholders who own a meaningful stake in our outstanding shares of Common Stock for more than a brief period of time to propose binding amendments to our Bylaws. Based on the most recently available public filings made by stockholders as of February 25, 2019, (i) approximately 66.5% of our outstanding shares of Common Stock were owned by stockholders that each owned at least 1% or more of our outstanding shares of Common Stock and (ii) approximately 86% of our outstanding shares of Common Stock were owned by stockholders that each owned at least 0.2% or more of our outstanding shares of Common Stock.
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Stockholder Communications with the Board
The Board's Lead Director is Ms. Rosenberg who, as an independent director, acts in the lead capacity to coordinate the other independent directors, consults with our Chief Executive Officer on Board agendas, chairs the executive sessions of the non-management directors and performs such other functions as the Board may direct. Any stockholder or other interested party who has a concern or inquiry regarding the conduct of the Company may communicate directly with the Lead Director, who will receive all such communications on behalf of the Board or the non-management directors (as applicable). Communications may be confidential or anonymous, and may be submitted in writing to the Lead Director, c/o Corporate Secretary, Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606. All written communications will be received and processed by our Corporate Secretary, and all substantive communications will be referred to the Lead Director. All such communications will be reviewed and, if necessary, investigated and/or addressed by the Lead Director and the status of such communications will be reported to the Board or the non-management directors (as applicable) on a quarterly basis. The Lead Director may direct special treatment, including the retention of outside advisors or counsel, for any such concern or inquiry.
The Board and our management value the perspectives of our stockholders. Accordingly, we maintain an active dialogue with our investors, which includes meetings with investors and regular participation in investor conferences. We are open to investor feedback, including with respect to corporate governance and executive compensation matters. Management periodically discusses feedback, including key themes and insights gained from our investor outreach at Board and Board Committee meetings, as appropriate. Additionally, the Compensation Committee takes into consideration the results of the annual advisory vote on the Company's executive compensation. At the 2018 annual meeting of stockholders, over 94% of all the votes cast approved the compensation program described in the Proxy Statement for the 2018 annual meeting of stockholders.
Although each director is encouraged to attend each annual meeting of stockholders, the Board has no formal policy with respect to such attendance. Seven of the eight directors in office as of the date of the
2018
annual meeting of stockholders attended that meeting.
Non-Management Directors' Executive Sessions
Executive sessions of the Company's non-management directors are scheduled in connection with regularly scheduled meetings of the Board and are held without management present. Executive sessions may also be held at such other times as requested by the non-management directors. The Lead Director presides at these executive sessions. During the year ended
December 31, 2018
, the non-management directors held four executive sessions.
Board Leadership Structure and Role in Risk Oversight
The Company has separated the positions of chairman of the board and chief executive officer since 1996. Samuel Zell currently serves as Chairman of the Board, and Marguerite Nader currently serves as our President and Chief Executive Officer ("CEO") and is a member of the Board. Mr. Zell has served as Chairman of the Board since March 1993 and is uniquely qualified to serve in this capacity. Mr. Zell is an active investor in public and private companies around the world to which he provides strategic direction, he has more than 50 years of experience as a chairman, director and executive of various companies, has managed billions of dollars in global investments and has a strong track record of stewarding companies towards the maximization of their potential. Mr. Zell is recognized as a founder of the modern real estate investment trust industry and is a champion for increased transparency by public companies. As our Chairman, Mr. Zell presides over meetings of the Board, stewards the Company, regularly counsels executive management regarding strategy and provides executive management with a network of resources across the industry. Ms. Rosenberg, an independent director, serves as the Board's Lead Director as discussed above. The Board has determined that this leadership structure is appropriate as it allows the CEO to focus on our day-to-day business, while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including economic, environmental and regulatory risks, and others such as the impact of competition and weather conditions. The Company believes one way to manage risk is to maintain balance sheet flexibility and evaluate major capital items, including dividend policy, debt policy, acquisitions and dispositions, and equity and debt issuances, in light of the potential impact on financial flexibility. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed by management are adequate and functioning as designed.
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The Board believes that establishing the right "tone at the top" and full and open communications between management and the Board are essential for effective risk management and oversight. Our CEO meets quarterly with Board Committee chairpersons, updating them on a variety of matters, including risk management and related controls. Our Executive Officers attend each quarterly Board meeting and are available to address any questions or concerns raised by the Board on risk management-related and any other matters. At the quarterly Board meetings, the Board receives presentations from our Executive Officers on strategic matters involving the Company's operations.
While the Board is ultimately responsible for risk oversight at the Company, our four Board Committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee of the Board (the "Audit Committee") assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, compliance with legal and regulatory requirements, and cybersecurity; and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management. Our management regularly provides risk assessment reports to the Audit Committee, including reports relating to regulatory, environmental and cybersecurity matters. With respect to cybersecurity matters, the reports provided by management to the Audit Committee include cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks, as well as updates as to changes to the Company's cybersecurity risk profile or certain newly identified risks. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and risks associated with Board organization, membership and structure, succession planning, and corporate governance. The Executive Committee of the Board (the "Executive Committee") assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with the acquisition, disposition and financing of investments for the Company. The Strategic Planning Committee of the Board (the "Strategic Planning Committee") assists the Board in fulfilling its oversight responsibilities with respect to the management of risks related to Company strategy and potential strategic initiatives.
Securities Pledging Policy
Our Board has consistently and closely monitored pledging activity and has examined any potential risks associated with any such pledging by our directors and Executive Officers. However, in addition to its customary process and in response to concerns raised by one of the proxy advisory firms, in 2016 our Board requested that the Compensation Committee consider whether to adopt a policy addressing pledging of equity by our directors and Executive Officers. In the course of this review over several months, the Compensation Committee analyzed and examined a variety of factors bearing on policy design.
As a result, upon the recommendation of the Compensation Committee, in March 2017 the Board adopted a Securities Pledging Policy with the elements set forth below, which in its business judgment provides appropriate protections of stockholder interests. All directors and Executive Officers are currently in compliance with this policy.
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Pledging of our shares of Common Stock and OP Units by directors and Executive Officers is not permitted without the prior approval of the Audit Committee.
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For shares of Common Stock held in brokerage accounts, margin loans using our shares of Common Stock as collateral are prohibited.
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When considering whether to permit a proposed pledge, the Audit Committee shall consider factors that it deems relevant, which may include, but are not limited to:
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the number of shares of Common Stock or OP Units to be pledged and the aggregate market value of the position;
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the percentage of the Company’s outstanding shares of Common Stock, on an as-converted basis, represented by the equity to be pledged;
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the value of the equity to be pledged as compared to the net worth of the individual and other factors bearing on the ability of the individual to prevent a forced sale of the pledged position;
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the number of days required to unwind the proposed pledge;
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the structural protections in the borrowing arrangement to guard against foreclosure on the pledged position, including whether there are other assets securing the loan; and
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historical share prices and trends in trading volumes with respect to the Company’s equity.
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For any new loan which includes a proposed pledge of our shares of Common Stock and/or OP Units to be considered by the Audit Committee, the loan must contain the following structural parameters intended to mitigate the risk of a forced sale as a result of a decline in the market price of our Common Stock and OP Units:
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the loans must be compliant with the requirements of Federal Reserve Regulation U, limiting the amount of any such loan to a maximum 50% of the value of collateral, as measured at the time of borrowing; and
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the loan and pledge arrangements may not contain provisions requiring automatic or forced sales, prior to notice and a cure period of not less than three business days between when specific loan-to-value thresholds are exceeded and when lenders have the right to exercise remedies under the pledge arrangement.
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Committees of the Board; Meetings
During the year ended
December 31, 2018
, the Board held four meetings. Each of the directors attended 75% or more of the total number of meetings of the Board and the committees on which he or she served. The members of the Board committees are elected by the Board each year at the Board meeting that is held after the annual meeting of stockholders.
The four standing committees of the Board are: Audit Committee, Compensation, Nominating and Corporate Governance Committee, Executive Committee, and Strategic Planning Committee. The Board has determined that each member of the Audit Committee and Compensation Committee is an "independent" director within the meaning set forth in the NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee and Compensation Committee each are governed by a charter which generally states the purpose of the committee and outlines the committee's structure and responsibilities. These charters are available on our website. The current membership information for our Board committees is presented below.
Executive Committee
Members:
Thomas Heneghan (Chair), Samuel Zell, Sheli Rosenberg
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Authorizes the acquisition, disposition and financing of investments by the Company (including the issuance of additional limited partnership interests of MHC Operating Limited Partnership), in each case, below certain thresholds set by the Board, without the need for further Board approval.
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Authorizes contracts and agreements, including those related to the borrowing of money by the Company, in each case, below certain thresholds set by the Board, without the need for further Board approval.
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Audit Committee
Members:
Philip Calian (Chair), David Contis, Tao Huang
Number of Meetings in 2018: 8
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Engages our Independent Accountants.
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Reviews with our Independent Accountants the plans for and results of the audit engagement.
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Approves professional services provided by our Independent Accountants.
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Reviews the independence of our Independent Accountants.
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Reviews the adequacy of the Company’s internal accounting controls and accounting and reporting practices and assessing the quality and integrity of our audited financial statements.
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Establishes procedures for the processing of complaints received from employees regarding internal control, accounting and auditing matters.
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All committee members are designated by the Board as "audit committee financial experts" in accordance with SEC regulations and meet the independence, experience and financial literacy requirements of the NYSE and Section 10A of the Securities Exchange Act of 1934, as amended.
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The "Audit Committee Report" is included herein.
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Compensation, Nominating and Corporate Governance Committee
Members:
Sheli Rosenberg (Chair), Philip Calian, David Contis
Number of Meetings in 2018: 5
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Determines compensation for our NEOs and exercises the powers of the Board in connection with compensation matters, including incentive compensation and benefit plans.
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Receives recommendations regarding executive compensation from our CEO and considers these recommendations in determining appropriate compensation plans.
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Does not delegate its authority in regards to establishing executive compensation.
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Authorizes grants of stock awards under our equity compensation plans, such as the 2014 Equity Incentive Plan.
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All stock award grants to independent members of the Board are recommended by the Compensation Committee and approved by the Board.
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Identifies and recommends qualified individuals to become Board members.
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Develops and recommends the Guidelines on Corporate Governance applicable to the Company.
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Recommends to the Board director nominees for each committee of the Board.
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Directs the Board in an annual review of its performance.
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All members meet the independence requirements of the NYSE.
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The "Compensation Committee Report" is included herein.
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Strategic Planning Committee
Members:
Thomas Heneghan (Chair), Constance Freedman, Scott Peppet
Number of Meetings in 2018: 5
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Sets specific broad strategic goals for the executive team that are re-assessed on an annual basis.
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Meets with the executive team to discuss and evaluate the progress with respect to these strategic goals.
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All members meet the independence requirements of the NYSE.
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Board Composition and Refreshment
Nominees for director are selected by the Compensation Committee, which will consider nominees recommended by stockholders. If you wish to recommend a person whom you consider qualified to serve on the Board, you must give written notice to our Corporate Secretary in accordance with the requirements described in "Stockholder Proposals." This notice must contain: (i) as to each nominee, all information that would be required to be disclosed in a proxy statement with respect to the election of directors pursuant to the Exchange Act, (ii) the name and address of the stockholder giving the notice, (iii) the number of shares of Common Stock owned beneficially and of record by such stockholder, and (iv) the written consent of each nominee to serve as a director if so elected. The Compensation Committee will consider and evaluate persons recommended by stockholders in the same manner as potential nominees identified by the Board and/or the Compensation Committee. For the upcoming Annual Meeting, the Compensation Committee did not receive any recommendations for nominees from stockholders.
The Compensation Committee identifies nominees for director from various sources. In assessing potential director nominees, the Compensation Committee considers the character, background and professional experience of candidates. All nominees should possess good judgment and an inquiring and independent mind. Familiarity with the issues affecting the Company is among the relevant criteria. All director nominees must possess a reputation for the highest personal and professional ethics, integrity and values. The Compensation Committee will also carefully consider any potential conflicts of interest. Nominees must also be willing and able to devote sufficient time and effort to carrying out the duties and responsibilities of a director effectively, and should be committed to serving on the Board for an extended period of time. The Compensation Committee considers diversity in identifying and evaluating director nominees. The Compensation Committee strives to nominate directors with a variety of complementary skills so that, if elected, the Board will contain the appropriate mix of diversity in background and experience to oversee the Company's business.
7
EXECUTIVE OFFICERS' BIOGRAPHICAL INFORMATION
Biographies of our current Executive Officers, other than Ms. Marguerite Nader, are presented below. Information for Ms. Nader is included under "Director Nominees' Biographical Information" in this Proxy Statement. All of our Executive Officers are named executive officers ("NEOs").
Paul Seavey - Executive Vice President, Chief Financial Officer and Treasurer
Mr. Seavey, 50, has been Executive Vice President, Chief Financial Officer and Treasurer of the Company since January 2014. He was Senior Vice President, Chief Financial Officer and Treasurer from October 2012 to January 2014. Mr. Seavey was Senior Vice President of Finance and Treasurer from May 2012 to October 2012; Senior Vice President and Treasurer from December 2011 to May 2012; Vice President of Financial Planning and Treasurer from January 2009 to December 2011; and Vice President of Financial Planning from December 2001 to January 2009. Mr. Seavey has been employed with the Company since 1994.
Patrick Waite - Executive Vice President and Chief Operating Officer
Mr. Waite, 52, has been Executive Vice President and Chief Operating Officer of the Company since January 2015. He was Executive Vice President - Property Operations from January 2014 to January 2015 and Senior Vice President of Operations from February 2013 to January 2014. Prior to joining the Company, Mr. Waite was senior vice president of asset management at American Residential Communities, a private operator of manufactured housing communities, from January 2010 through January 2013. He was vice president of Riverside Communities, a manufactured home community affiliate of Helix Funds LLC, from August 2004 to January 2010. Mr. Waite co-founded Continental Communities, a private operator of manufactured home communities, and managed its acquisition program from 1997 to 2001. Mr. Waite was the Director of Acquisitions for the Company from 1993 to 1997.
Roger Maynard - Executive Vice President - Investments
Mr. Maynard, 61, has been Executive Vice President - Investments of the Company since March 2016. He was Executive Vice President - Asset Management from February 2009 to March 2016. Mr. Maynard was Executive Vice President and Chief Operating Officer from December 2005 to February 2009; Chief Operating Officer from January 2004 to December 2005; and Senior Vice President for national operations from January 2003 to December 2003. Mr. Maynard was Senior Regional Vice President for the Company’s Eastern division from September 2001 to December 2002, and Senior Regional Vice President for the Company's Southeastern region from January 2000 to September 2001. Mr. Maynard was Regional Vice President for the Company's Southeastern region from June 1998 to December 1999, and Regional Vice President for the Company's Northeastern region from October 1997 to June 1998.
8
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Independence of Directors
Pursuant to the Company's Guidelines on Corporate Governance, which require that a majority of our directors be independent within the meaning of NYSE standards and do not include any additional categorical standards other than those required by the NYSE, the Board undertook a review of the independence of directors nominated for reelection at the upcoming Annual Meeting. During this review, the Board considered transactions and relationships, if any, during the prior year between each director or any member of his or her immediate family and the Company, including those reported under "Certain Relationships and Related Transactions" below. As provided in the Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.
As a result of this review, the Board affirmatively determined that all the directors nominated for election at the Annual Meeting are independent of the Company and its management with the exception of our CEO Marguerite Nader. The Board determined that none of the independent directors has or had a material relationship with the Company other than being a director and/or a stockholder of the Company.
The Board specifically considered Mr. Zell's affiliation to Two North Riverside Plaza Joint Venture Limited Partnership, which provides office space to the Company as further described in "Certain Relationships and Related Transactions" below. The Board determined that this relationship between the Company and Two North Riverside Joint Venture Plaza does not breach NYSE bright line tests and did not hinder Mr. Zell's independence. The Board considered the payments to Two North Riverside Joint Venture Plaza in relation to Mr. Zell's considerable net worth. The Board further considered Mr. Zell's prior role as interim CEO for the eighteen-month period from March 1995 to August 1996, to allow time for transition to a new CEO. During such time, Mr. Zell did not receive compensation for his role as interim CEO and was not subject to an employment agreement, nor did he receive any severance, long-term health or pension benefits. The Board determined that Mr. Zell's prior role as interim CEO did not hinder Mr. Zell's independence.
The Board specifically considered Mr. Heneghan's role as former CEO of the Company, and determined that this role did not hinder Mr. Heneghan's independence within the meaning of the NYSE listing standards.
Nominee Information, Qualifications, Skills and Experience
The Company's Board currently consists of nine directors. The Company's Charter currently provides for the annual election of all directors. All the nominees are presently directors, and each nominee has consented to be named in this Proxy Statement and to serve if elected.
In addition to each director nominee's qualifications, skills and experience outlined in their biographical data below, the Company's Board looked for certain attributes in each of the director nominees and based on these attributes, concluded that each director nominee should serve on the Board. The Board does not require that the director nominees possess each attribute, but rather the Board is looking for a mix of attributes across the board members. These attributes include: (i) prior experience on the Board and other relevant board level experience, (ii) real estate industry experience, (iii) transactional experience especially within the real estate industry; (iv) relevant experience in property operations; (v) financial expertise; (vi) legal and/or regulatory experience; (vii) knowledge of and experience with corporate governance matters, (viii) experience with executive compensation matters, and (ix) prior experience in risk management. The following table shows the attributes of each director nominee.
|
Board Experience
|
Real Estate Industry
|
Transactional
|
Property Operations
|
Financial Expertise
|
Legal / Regulatory
|
Corporate Governance
|
Executive Compensation
|
Risk Management
|
|
|
Samuel Zell
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Thomas Heneghan
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Philip Calian
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
David Contis
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Constance Freedman
|
X
|
X
|
X
|
|
X
|
|
X
|
X
|
X
|
|
Tao Huang
|
X
|
|
|
|
X
|
|
|
X
|
X
|
|
Marguerite Nader
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Scott Peppet
|
X
|
X
|
X
|
X
|
X
|
||||
|
Sheli Rosenberg
|
X
|
X
|
X
|
|
X
|
X
|
X
|
X
|
X
|
9
Nominees' Biographical Information
Samuel Zell
Chairman of Board
Executive Committee
Age 77
Director since 1992
Mr. Zell has been Chairman of the Board of the Company since March 1995, and was CEO from March 1995 to August 1996. Mr. Zell was Co-Chairman of the Board from December 1992 until March 1995. Mr. Zell was a director of Mobile Home Communities, Inc., the former manager of the Company’s manufactured home communities, from 1983 until its dissolution in 1993. Mr. Zell has served as chairman of Equity Group Investments ("EGI"), a private investment company and division of Chai Trust Company, LLC ("Chai Trust"), since January 2012 and served as chairman and president of EGI from 1999 through 2011. EGI provides investment management and accounting services to the Zell family trusts. Mr. Zell is also the co-founder and chairman of Equity International, a private investment firm focused on real estate-related companies outside the United States. For more than the past five years, Mr. Zell has served as chairman of the board of Anixter International, Inc., a publicly traded global supplier of communications and security products; and as chairman of the board of Equity Residential, a publicly traded real estate investment trust ("REIT") that owns and operates apartment properties. Mr. Zell has been chairman of the board of Equity Commonwealth, a publicly traded office REIT, since May 2014. Mr. Zell has been chairman of the board of Covanta Holding Corporation, a publicly traded international leader in converting waste to energy, since September 2005, was previously a director from 1999 until 2004, and served as its president, chairman and chief executive officer from July 2002 to October 2004. Mr. Zell served as chairman of the board of Capital Trust, Inc., a specialized finance company until December 2012. Mr. Zell was a trustee and chairman of the board of trustees of Equity Office Properties Trust, a publicly traded REIT primarily focused on office buildings, from October 1996 until its sale in February 2007, and was its chief executive officer from April 2002 to April 2003, and its president from April 2002 to November 2002. Mr. Zell is an active philanthropist with a focus on entrepreneurial education. Through the Zell Family Foundation, he has led the sponsorship of several leading entrepreneurship programs, including: the Zell/Lurie Institute for Entrepreneurial Studies at University of Michigan’s Ross School of Business; the Zell Fellows Program at Northwestern University’s Kellogg School of Management; and the Zell Entrepreneurship Center at the Interdisciplinary Center Herzliya (IDC). The Zell Global Entrepreneur Network (ZGEN) unites the students and alumni of these programs and actively provides them with connections, opportunities, mentorship and support. Mr. Zell also sponsors the Samuel Zell/Robert Lurie Real Estate Center at University of Pennsylvania’s Wharton Real Estate Center. Mr. Zell is the father-in-law of Mr. Scott Peppet, who serves on the Board.
Thomas Heneghan
Vice Chairman of Board
Executive Committee (Chair)
Strategic Planning Committee (Chair)
Age 55
Director since 2004
Mr. Heneghan has been Vice Chairman of the Board since May 2018 and was Co-Vice Chairman from 2013 to 2018. Mr. Heneghan has been chief executive officer of Equity International, a private investment firm focused on real estate-related companies outside the United States, since February 2013. Mr. Heneghan was Chief Executive Officer of the Company from January 2004 to February 2013 and President of the Company from February 2011 to May 2012. He was also President of the Company from January 2004 to January 2008. Mr. Heneghan was President and Chief Operating Officer of the Company from May 2000 to December 2003. He was Executive Vice President, Chief Financial Officer and Treasurer of the Company from April 1997 to May 2000, and Vice President, Chief Financial Officer and Treasurer of the Company from February 1995 to March 1997. He is a senior managing director of Chai Trust. He is a member of the Urban Land Institute’s Global Exchange Council.
10
Philip Calian
Audit Committee (Chair)
Compensation, Nominating & Corporate Governance Committee
Age 56
Director since 2005
Mr. Calian has been founder and managing partner of Kingsbury Partners LLC since January 2003, and an operating partner of Waveland Investments LLC since July 2004. Kingsbury Partners LLC is a private equity and consulting firm focused on providing capital and ownership skills to middle market distressed businesses and Waveland Investments LLC is a Chicago-based private equity firm with committed equity capital. Prior to founding Kingsbury Partners LLC, Mr. Calian was chief executive officer of American Classic Voyages Co., a publicly traded travel and leisure company, from 1995 until 2002. Mr. Calian is managing member of MCS Investment Group, LLC, a private producer and seller of mineral well brine; Hudson Lock, LLC, a private lock and hardware manufacturer; and Lewis County Press, LLC, a community newspaper publisher. Mr. Calian is a member of the board of directors of CC - Development Group, Inc., a private owner and operator of senior living communities.
David Contis
Audit Committee
Compensation, Nominating & Corporate Governance Committee
Age 60
Director since 2009
Mr. Contis has been a principal of Agora Advisors, Inc., which provides consulting services to domestic and international real estate and retail companies, since May 2017. Mr. Contis was president - mall platform and senior executive vice president of Simon Properties Group, Inc., a publicly traded retail REIT, from May 2011 to May 2017. Mr. Contis was president of real estate for EGI from November 2006 to May 2011. He was executive vice president and chief operating officer of The Macerich Company, a publicly traded shopping center REIT, from May 1997 to October 2006. Mr. Contis was employed in various capacities by affiliates of EGI from 1980 to 1997, including as vice chairman, executive vice president and chief operating officer of Equity Properties & Development L.P., from 1992 to 1997. He served on the board of directors of BRMalls, Brazil’s largest shopping center company from 2008 to 2011. Mr. Contis was a director and served as a member of the board of directors, compensation committee and audit committee of Dundee Realty Corp., a Canadian-based real estate company, from 1997 to 2003. He is a senior managing director of Chai Trust.
Constance Freedman
Strategic Planning Committee
Age 43
Director since 2017
Ms. Freedman is the founder and managing partner of Moderne Ventures, an early stage investment fund she founded in 2015 that is focused on technology companies in and around real estate, finance, insurance and home services. Prior to Moderne Ventures, Ms. Freedman was the vice president of strategic investments for the National Association of Realtors where she launched the investment fund Second Century Ventures in 2008, and founded REach, its technology accelerator, in 2012.
Tao Huang
Audit Committee
Age 56
Director since 2015
Mr. Huang is a founder and managing partner of Range Light, LLC, an investment firm. He was previously the chief operating officer of Morningstar, Inc., a leading independent provider of investment research, from October 2000 until his retirement in December 2010. Mr. Huang spent almost 20 years with Morningstar, taking on increasing levels of responsibility from his start as an entry level technical programmer. He was named director of technology in 1992 and chief technology officer in 1996; he started Morningstar's international operation in 1998 and was promoted to chief operating officer in October 2000. Mr. Huang has been a director of Armstrong World Industries, Inc., a publicly traded building materials company, since 2010.
11
Marguerite Nader
President and Chief Executive Officer
Age 50
Director since 2013
Ms. Nader has been President and CEO of the Company since February 2013. She was President and Chief Financial Officer from May 2012 to October 2012 and Executive Vice President and Chief Financial Officer from December 2011 to May 2012. Ms. Nader was Executive Vice President - New Business Development from February 2011 to December 2011. She was Executive Vice President - Sales and Marketing from February 2009 to February 2011. Ms. Nader was Senior Vice President of New Business Development from January 2007 to February 2009. She was Vice President of New Business Development from January 2001 to January 2007. Ms. Nader was Vice President of Asset Management from January 1998 to January 2001. She has been employed with the Company since 1993. Ms. Nader has been a trustee of Liberty Property Trust, a publicly traded industrial REIT, since June 2017. Ms. Nader serves on the National Association of Real Estate Investment Trust ("NAREIT") Executive Board.
Scott Peppet
Strategic Planning Committee
Age 49
Director since 2018
Mr. Peppet has been a Professor of Law at the University of Colorado Law School since 2000. Mr. Peppet is president and senior managing director of Chai Trust. Mr. Peppet has been a member of the ownership committee of Equity International since 2012, and a director of Anixter International, Inc., a publicly traded global distributor of network, electronic and utility power solutions, since 2014. Mr. Peppet brings experience in contracts, negotiations, complex transactions, legal ethics, privacy law and technology to the Board along with an outstanding record of leadership and deep experience in the legal field. He has authored several articles on the ways in which information technologies are changing markets and the policy implications of such technologies, which have been presented at the Federal Trade Commission, the International Conference on Privacy and Data Protection, the Privacy Law Scholars Conference and other invited venues. Mr. Peppet’s work has been recognized in various news publications, including the New York Times and on National Public Radio. Mr. Peppet is the son-in-law of Mr. Samuel Zell, who serves as Chairman of the Board.
Sheli Rosenberg
Lead Director
Compensation, Nominating and Corporate Governance Committee (Chair)
Executive Committee
Age 77
Director since 1996
Ms. Rosenberg has been the Board's Lead Director since 2002. Ms. Rosenberg was a consultant to Skadden, Arps, Slate, Meagher & Flom LLP from January 2014 through 2016 and was Of Counsel at Skadden, Arps, Slate, Meagher & Flom LLP from May 2011 to December 2013. She is the former president, chief executive officer and vice chairman of EGI. Ms. Rosenberg joined EGI in 1980 as the company's general counsel and rose to become chief executive officer from 1990 to 2000 and vice chairman from 2000 to 2003 before retiring in 2003. Ms. Rosenberg was a principal of the law firm of Rosenberg & Liebentritt from 1980 to 1997. Ms. Rosenberg is a director of Spirit Realty Capital, a publicly traded net-lease REIT, and is a member of Equity International's ownership committee. Ms. Rosenberg was the lead director of Strategic Hotels & Resorts, Inc., a publicly traded hotel REIT, until its sale in 2015, and Cellular Dynamics International, a publicly traded producer of stem cells utilized primarily in research, until its sale in 2015. She is a former director of General Growth Properties, Inc., CVS Caremark Corporation, Capital Trust, Inc., Avis Budget Group, Inc., Nanosphere, Inc., and Ventas, Inc., and a former trustee of Equity Residential and Equity Office Properties, all of which were publicly traded companies. Ms. Rosenberg was an adjunct professor at Northwestern University's J.L. Kellogg Graduate School of Management from 2003 until 2007. A recognized advocate for women in business, she is a co-founder and former president of the Center for Executive Women at the Kellogg School, where she continues to serve on the Center’s steering committee.
12
Director Compensation
The following table includes compensation information for the year ended
December 31, 2018
for each non-employee member of the Board.
|
Name
|
Fees Earned
or Paid
in Cash
($)
(1)
|
Stock Awards ($)
(2)
|
Option Awards
($) (2) |
Non-Equity Incentive Plan Compensation
($) |
All Other Compensation ($)
(3)
|
Total ($) |
|||||||||
|
Philip Calian
|
65,000
|
|
143,037
|
|
—
|
—
|
—
|
208,037
|
|
||||||
|
David Contis
|
65,000
|
|
119,952
|
|
—
|
—
|
—
|
184,952
|
|
||||||
|
Constance Freedman
|
65,000
|
|
103,053
|
|
—
|
—
|
—
|
168,053
|
|
||||||
|
Thomas Heneghan
|
65,000
|
|
132,669
|
|
—
|
—
|
—
|
197,669
|
|
||||||
|
Tao Huang
|
65,000
|
|
—
|
|
81,223
|
—
|
—
|
146,223
|
|
||||||
|
Scott Peppet
(4)
|
27,083
|
|
44,767
|
|
—
|
—
|
—
|
71,850
|
|
||||||
|
Sheli Rosenberg
|
65,000
|
|
167,466
|
|
—
|
—
|
—
|
232,466
|
|
||||||
|
Howard Walker
(5)
|
18,214
|
|
—
|
|
—
|
—
|
—
|
18,214
|
|
||||||
|
William Young
(6)
|
21,786
|
|
—
|
|
—
|
—
|
—
|
21,786
|
|
||||||
|
Samuel Zell
|
65,000
|
|
3,952,131
|
|
—
|
—
|
—
|
4,017,131
|
|
||||||
___________
|
(1)
|
For
2018
, the Company paid each of its non-employee directors an annual fee of $65,000. Mr. Peppet received a pro-rated fee of $27,083 for his services rendered from the time of his election on July 31, 2018 through December 31, 2018.
|
|
(2)
|
These amounts reflect the grant date fair value, as calculated in accordance with FASB ASC Topic 718 "Stock Compensation" ("FASB ASC 718"), related to grants of restricted stock and options to purchase shares of Common Stock made in
2018
.
|
Refer to Note 2, "Summary of Significant Accounting Policies" and Note 14, "Equity Incentive Awards," in the Notes to the Consolidated Financial Statements included in the Company's
2018
Form 10-K filed on February 26, 2019 for the relevant assumptions used to determine the valuation of our restricted stock and stock option awards.
On May 1, 2018, upon recommendation of the Compensation Committee, the Board approved the following awards of Restricted Common Stock to non-employee directors then in office. Each recipient was allowed to take these shares as Stock Options equal to five times the number of shares of Restricted Common Stock that would have been awarded. All shares were granted at a per share price of $89.65, the NYSE closing price of the Company’s Common Stock on May 1, 2018. The number of shares of Restricted Common Stock awarded was determined by dividing the dollar value of the award by the closing price of the Company's Common Stock on the grant date or $89.65.
•
The Chairman of the Board, the Compensation Committee Chairperson and Lead Director, the Executive Committee Chairperson, the Strategic Planning Committee Chairperson and the Audit Committee Chairperson each received an award of Restricted Common Stock for their services rendered in such capacity in 2018. Each recipient elected to take their award as Restricted Common Stock. Mr. Zell was awarded 40,000 shares of Restricted Common Stock for services rendered as Chairman of the Board for 2018. The Compensation Committee determined that Mr. Zell’s compensation for his service as Chairman of the Board is appropriate given his ongoing extraordinary contributions to the Company. Mr. Zell's financial acumen, extensive investment and management experience, business and strategic expertise and network of resources across the real estate industry provide significant benefits and unique opportunities to the Company and the Board. Mr. Zell brings a well-recognized brand value to the Company from his more than fifty years of experience in the real estate business and his unparalleled role in the evolution of the REIT industry. Mr. Zell has regular interactions with the Company's executive management team, including with respect to operational strategy, acquisition opportunities and balance sheet management. In addition, Mr. Zell has a distinguished track record and reputation for successfully leading companies with a focus on corporate governance and proper alignment of management and stockholder interests.
Ms. Rosenberg, Mr. Heneghan and Mr. Calian were each awarded shares of Restricted Common Stock valued at $60,000, $20,000 and $40,000, respectively. The number of shares of Restricted Common Stock awarded to Ms. Rosenberg, Mr. Heneghan and Mr. Calian was determined by dividing the value of the award by the closing price of the Company's Common Stock on the grant date or $89.65. Ms. Rosenberg, Mr. Heneghan and Mr. Calian were each awarded 669, 223 and 446 shares of Restricted Common Stock, respectively.
One-third of these shares of Restricted Common Stock will vest on May 1, 2019, one-third will vest on May 1, 2020, and one-third will vest on May 1, 2021.
▪
With the exception of the Committee Chairpersons, each member of the Audit Committee received an award of 139 shares of Restricted Common Stock valued at $12,500 and each member of the Compensation Committee, the Executive Committee and the Strategic Planning Committee received an award of 84 shares of Restricted Common Stock valued at $7,500 for their services on their respective Committees in 2018. Mr. Huang elected to take his shares as Stock Options and he received an award of 695 Stock Options. These shares of Restricted Common Stock and Stock Options will vest 100% on May 1, 2019.
▪
Each non-employee director received an award of Restricted Common Stock for their services rendered as a Board member during 2018. With the exception of Mr. Huang, each recipient elected to take this award as Restricted Common Stock. Mr. Zell received an award of 4,000 shares of Restricted Common Stock. Mr. Calian, Mr. Contis, Ms. Freedman, Mr. Heneghan and Ms. Rosenberg each received an award of 1,115 shares of Restricted Common Stock valued at $100,000. Mr. Huang elected to take these shares as Stock Options and he received an award of 5,575 Stock Options. One-third of these shares of Restricted Common Stock and Stock Options vested on November 1, 2018, one-third will vest on May 1, 2019 and one-third will vest on May 1, 2020.
On July 31, 2018, upon recommendation of the Compensation Committee, the Board approved an award of Restricted Common Stock to be granted to Mr. Peppet as a new Board member for his services rendered for the remainder of 2018. The number of shares of Restricted Common Stock awarded was determined by dividing $100,000 by the closing price of the Company's Common Stock on July 31, 2018, the grant date, of $90.99 and pro-rated for his
13
time served in 2018. Mr. Peppet was allowed to take these shares as Stock Options equal to five times the number of shares of Restricted Common Stock that would have been awarded. Mr. Peppet chose an award of 458 shares of Restricted Common Stock. One-third of these shares of Restricted Common Stock vested on January 31, 2019, one-third will vest on July 31, 2019 and one-third will vest on July 31, 2020.
On July 31, 2018, upon recommendation of the Compensation Committee, the Board approved an award of Restricted Common Stock to be granted to Mr. Heneghan as Chairperson of the Executive Committee, Mr. Calian as a member of the Compensation Committee and Ms. Freedman and Mr. Peppet as members of the Strategic Planning Committee. The number of shares of Restricted Common Stock awarded was determined by dividing the value of the award by the closing price of the Company's Common Stock on July 31, 2018, the grant date, of $90.99 and pro-rated for the time served on the respective committees in 2018. Mr. Heneghan, Mr. Calian, Ms. Freedman and Mr. Peppet were each awarded 57, 34, 34 and 34 shares of Restricted Common Stock, respectively. With the exception of Mr. Heneghan, these awards vest on July 31, 2019. Mr. Heneghan's award vests one-third on July 31, 2019, one-third on July 31, 2020 and one-third on July 31, 2021.
As of
December 31, 2018
, each non-employee director had the following unexercised Stock Options and unvested Restricted Stock awards outstanding:
|
Name
|
Number of Securities Underlying Unexercised Options (#)
Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Number of Shares of Stock That Have Not Vested
|
||||||
|
Philip Calian
|
—
|
|
—
|
|
1,964
|
|
|||
|
David Contis
|
2,800
|
|
—
|
|
1,378
|
|
|||
|
Constance Freedman
|
—
|
|
—
|
|
841
|
|
|||
|
Thomas Heneghan
|
—
|
|
—
|
|
1,773
|
|
|||
|
Tao Huang
|
14,284
|
|
6,466
|
|
—
|
|
|||
|
Marguerite Nader
|
—
|
|
—
|
|
—
|
|
|||
|
Scott Peppet
|
—
|
|
—
|
|
492
|
|
|||
|
Sheli Rosenberg
|
—
|
|
—
|
|
2,401
|
|
|||
|
Samuel Zell
|
—
|
|
—
|
|
70,752
|
|
|||
|
(3)
|
During the year ended
December 31, 2018
, directors did not receive any perquisites or other compensation. The Company reimburses the directors for travel expenses incurred in connection with their activities on behalf of the Company.
|
|
(4)
|
Mr. Peppet joined the Board effective July 31, 2018.
|
|
(5)
|
Mr. Walker passed away in 2018.
|
|
(6)
|
Mr. Young did not stand for reelection at the May 1, 2018 annual meeting.
|
Vote Required
A plurality of the votes cast in person or by proxy at the Annual Meeting is required for the election of directors. Although we know of no reason why any nominee would not be able to serve, if any nominee should become unavailable for election, the persons named as proxies will vote your shares of Common Stock to approve the election of any substitute nominee proposed by the Board.
Board Recommendation
The Board unanimously recommends that you vote "FOR" each of the nine nominees for director to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified.
14
PROPOSAL NO. 2
RATIFICATION OF THE SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board recommends that the stockholders ratify the selection of Ernst & Young as the Company's Independent Accountants for the fiscal year ending
December 31, 2019
. As a matter of good corporate governance, the selection of Ernst & Young is being submitted to stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if Ernst & Young is ratified as Independent Accountants by the stockholders, the Audit Committee, at its discretion, may direct the appointment of different Independent Accountants at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
Ernst & Young has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of its subsidiaries in any capacity. There have been no disagreements between the Company and Ernst & Young relating to accounting procedures, financial statement disclosures or related items. Representatives of Ernst & Young are expected to be available at the Annual Meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Audit and Non-Audit Fees
Audit Fees.
The aggregate fees billed (or expected to be billed) for fiscal years
2018
and
2017
for professional services rendered by the Independent Accountants for the audit of the Company’s financial statements, for the audit of internal controls relating to Section 404 of the Sarbanes-Oxley Act and for the reviews by the Independent Accountants of the financial statements included in the Company’s Quarterly Reports on Form 10-Q were approximately $1,261,200 and $1,193,100, respectively.
Audit-Related Fees.
The aggregate fees billed (or expected to be billed) for fiscal years
2018
and
2017
for assurance and related services by the Independent Accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported as "Audit Fees" above were approximately $45,800 and $57,200, respectively. These fees consist primarily of fees for services provided to assist the Company with attestation services related to audits of subsidiaries and benefit plans and other accounting consultations.
Tax Fees.
The aggregate fees billed (or expected to be billed) for fiscal years
2018
and
2017
for professional services rendered by the Independent Accountants for tax compliance, tax advice and tax planning were approximately $61,800 and $130,000, respectively.
All Other Fees.
There were no other fees billed to the Company by the Independent Accountants in fiscal years
2018
and
2017
.
Auditor Independence.
The Audit Committee has determined that the Independent Accountants' provision of the non-audit services described above is compatible with maintaining the Independent Accountants’ independence.
Policy on Pre-Approval.
The Company and the Audit Committee are committed to ensuring the independence of the Company’s Independent Accountants, both in fact and in appearance. In this regard, the Audit Committee has established a pre-approval policy in accordance with the applicable rules of the SEC and the NYSE. The Audit Committee must pre-approve all audit services and permissable non-audit services provided by the Independent Accountants, except for any
de minimis
non-audit services. The Audit Committee may delegate to one or more of its members who is an independent director the authority to grant pre-approvals. All services provided by Ernst & Young in
2018
were pre-approved by the Audit Committee.
Vote Required
The affirmative vote of a majority of the votes cast by stockholders of record is necessary to ratify the selection of Ernst & Young.
Board Recommendation
The Board unanimously recommends that you vote "FOR" ratification of the selection of Ernst & Young as the Company's Independent Accountants for the year ending December 31,
2019
.
15
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is composed of three Directors, each of whom the Board has determined meets the independence and financial literacy requirements of the NYSE and Rule 10A-3 under the Exchange Act. In addition, the Board has determined that each of these three Directors qualifies as an "audit committee financial expert" as defined by the SEC rules. No member of the Audit Committee is a current or former officer or employee of the Company, and no member serves on more than two other public company audit committees.
The Audit Committee oversees the Company’s financial reporting and enterprise risk processes on behalf of the Board. The Company's management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. The Audit Committee is governed by a written charter approved by the Board, which is posted on the Company's website. In accordance with this charter, the Audit Committee oversees the accounting, auditing and financial reporting practices of the Company. The Audit Committee is responsible for the appointment, retention, compensation, and oversight of the work of the Independent Accountants. The Audit Committee pre-approves the services of the Independent Accountants in accordance with the applicable rules of the SEC and the NYSE. The Audit Committee has also established procedures for processing complaints received from employees regarding internal control, accounting, and auditing matters. The Audit Committee held eight meetings during
2018
.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
(the "
2018
Form 10-K") with the Company's management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting and the Independent Accountant’s report on the Company’s internal control over financial reporting with management, the internal auditors and the Independent Accountants.
The Independent Accountants are responsible for expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles. The Audit Committee reviewed with the Independent Accountants their judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee by standards of the Public Company Accounting Oversight Board ("PCAOB"), rules of the SEC, and other applicable regulations. In addition, the Audit Committee has discussed independence with the Independent Accountants. These discussions included the Independent Accountant’s independence from the Company’s management and the Company, including the matters in the letter from the Independent Accountants required by the PCAOB regarding the Independent Accountant’s communications with the Audit Committee concerning independence. The Audit Committee also considered the compatibility of non-audit services provided to the Company by the Independent Accountants with the Independent Accountant’s independence.
The Audit Committee discussed with the Independent Accountants the overall scope and plans for their audit. The Audit Committee met with the Independent Accountants, with and without management present, to discuss the results of their examinations; their evaluation of the Company's internal controls, including internal control over financial reporting; and the overall quality of the Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements and management's assessment of the effectiveness of the Company’s internal control over financial reporting be included in the
2018
Form 10-K for filing with the SEC. The Audit Committee and the Board have recommended that stockholders ratify the selection of Ernst & Young as the Company’s Independent Accountants for the year ending December 31,
2019
.
Respectfully submitted,
Philip Calian, Chair
David Contis
Tao Huang
16
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary.
The purpose of this Compensation Discussion and Analysis ("CD&A") is to provide stockholders with a description of the Company's executive compensation philosophy, objectives of the Company's compensation program and the material elements of the Company's compensation program for the following individuals who were the Company's NEOs as of
December 31, 2018
:
Marguerite Nader........................... President and Chief Executive Officer
Paul Seavey.................................... Executive Vice President, Chief Financial Officer and Treasurer
Patrick Waite.................................. Executive Vice President and Chief Operating Officer
Roger Maynard.............................. Executive Vice President – Investments
The Compensation Committee took into account the stockholder advisory vote approving executive compensation at the last annual meeting of stockholders held in May
2018
and incorporated that as one of many factors it considered in connection with the discharge of its responsibilities. 94% of all the votes cast at last year's annual meeting of stockholders approved the compensation program described in the proxy statement for the
2018
annual meeting of stockholders. The Compensation Committee made a change to the 2018 executive compensation program by awarding restricted stock awards to the NEOs in 2018 with three-year vesting and a performance-based component. This change was intended to further align the interests of our NEOs with our stockholders by linking a larger portion of our NEOs' compensation to their performance and to create stronger retention incentives.
The core principle of the Company's executive compensation program for 2018 continued to be pay for performance, and the framework of the executive compensation program includes the governance features discussed below:
|
▪
|
The Compensation Committee is comprised solely of independent directors.
|
|
▪
|
The Compensation Committee's annual review and approval of the Company's compensation strategy includes a review of compensation-related risk management. In this regard, the Compensation Committee reviews the Company's executive compensation program, including base salary ("Base Salary"), annual performance-based non-equity incentive compensation ("Cash Bonus"), equity-based retention and incentive compensation ("Equity Compensation"), and personal benefits. The Compensation Committee believes that the compensation program avoids risks that are reasonably likely to have a material adverse effect on the Company.
|
|
▪
|
The NEOs have no employment agreements or severance agreements.
|
|
▪
|
The NEOs are subject to share ownership guidelines as further described below.
|
|
▪
|
The Company's hedging policy is included in the Company's Policy on Securities Trading and reads as follows: "Directors and officers (and any member of the director's or officer's family sharing the same household) are prohibited from engaging in short sales (including buying puts or selling calls) or any other hedging transactions with respect to any equity securities of the Company held by them, which includes the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to hedge or offset any decrease in the market value of such equity securities."
|
|
▪
|
The Company's Securities Pledging Policy, which is described in greater detail in the "Securities Pledging Policy" section
of this Proxy Statement,
requires Audit Committee approval of any pledging of our shares of Common Stock or OP Units by directors or NEOs and the satisfaction of certain other conditions.
|
|
▪
|
The NEOs must follow the requirements of the Company's Business Ethics and Conduct Policy.
|
The Compensation Committee takes into consideration the overall performance of the Company when establishing the compensation program and determining final payments to the NEOs. This review of overall Company performance is in addition to specific goals and targets that are set for each NEO. The following tables show the Company's historical stock price, annual dividends, and Normalized Funds From Operations ("Normalized FFO"). Normalized FFO is a non-GAAP financial measure. The Company believes that Normalized FFO is generally an appropriate measure of performance of an equity REIT. Appendix A to this Proxy Statement includes the definition of Normalized FFO and a reconciliation of Normalized FFO to net income, the most comparable GAAP measure.
17
Note: This chart shows the ELS stock price from January 2014 through January
2019
.
|
Note: This chart shows the Company's annual dividend per share growth over the last five years.
|
Note: This chart shows the Company's annual Normalized FFO growth over the last five years.
|
|
General Philosophy.
The Compensation Committee determines and approves the compensation of the Company's NEOs and guides the Company's overall philosophy towards the compensation of its employees. The Compensation Committee believes that the compensation of the Company's NEOs should be both competitive and based on individual and Company performance. The Compensation Committee believes that the compensation of the NEOs should reflect their success as a management team in attaining certain operational goals, which leads to the success of the Company and serves the best interests of its stockholders. The Compensation Committee consults with executive management regarding both executive and non-executive employee compensation plans and programs, including administering the Company's equity incentive plan. The Company retained, at the direction of the Compensation Committee, Willis Towers Watson in 2017 as its independent outside compensation consultant to provide an independent analysis and recommendation concerning the 2018 long-term executive compensation plan as further discussed below. Willis Towers Watson did not provide any additional services to the Compensation Committee and did not provide any services to the Company other than those it provided to the Compensation Committee. The sole role of Willis Towers Watson was to advise the Compensation Committee with respect to the 2018 long-term executive compensation plan. The ultimate determination of total compensation and the elements that comprise total compensation for our NEOs is made solely by our Compensation Committee.
Objectives of the Compensation Program.
The primary objective of the Company's compensation program is to attract and retain highly qualified executives by providing competitive Base Salaries and meaningful Cash Bonus and Equity Compensation. In addition, the compensation program is structured to hold the NEOs accountable for the performance of the Company by tying the substantial majority of their annual Cash Bonus and a substantial portion of their Equity Compensation to performance targets. The compensation program is also designed to promote an ownership mentality among the NEOs. The Compensation Committee recognizes that the interests of stockholders are best served by giving our NEOs the opportunity to participate in the appreciation of the Company's Common Stock. The Board has established stock ownership guidelines for each of the NEO positions and directors. Under these guidelines, all of the NEOs and directors are required to own a minimum amount of the Company’s Common Stock within four years from their first appointment as an NEO or director, valued at the time of purchase, and to maintain this minimum amount throughout their tenure as a NEO or member of the Board. Such ownership guidelines are as follows: five times the Base Salary for the CEO; three times the Base Salary for each of the other NEOs; and three times the annual retainer for each Board member. Furthermore, any stock pledged by a director or NEO is excluded from
18
the computation. Hedges by directors and NEOs are prohibited by our policy. Each of the directors and NEOs currently own shares of Common Stock that exceed the minimum established guidelines.
The following table shows the value of shares of Common Stock of the Company, including shares upon exercise of options, beneficially owned as of February 20, 2019 (the "Record Date") by each of the NEOs as a multiple of their
2018
base salary.
|
Name
|
Shares of Common Stock
(1)
|
Shares of Common Stock Upon Exercise of Options
(2)
|
Total Shares of Common Stock
|
Value of Shares Owned ($)
(3)
|
Base Salary ($)
|
Stock Ownership Value/Base Salary
(4)
|
|||||||||
|
Marguerite Nader
|
124,410
|
—
|
|
124,410
|
12,083,943
|
|
400,000
|
|
30x
|
||||||
|
Paul Seavey
|
78,571
|
—
|
|
78,571
|
7,631,601
|
|
370,000
|
|
21x
|
||||||
|
Patrick Waite
|
102,679
|
—
|
|
102,679
|
9,973,211
|
|
370,000
|
|
27x
|
||||||
|
Roger Maynard
|
140,545
|
—
|
|
140,545
|
13,651,136
|
|
370,000
|
|
37x
|
||||||
|
All NEOs as a group
|
446,205
|
—
|
|
446,205
|
43,339,892
|
|
1,510,000
|
|
29x
|
||||||
________________________
|
(1)
|
Shares of Common Stock beneficially owned as of the Record Date.
|
|
(2)
|
The amounts shown in this column reflect shares of Common Stock, subject to options, which are currently exercisable or exercisable within 60 days of the Record Date.
|
|
(3)
|
The value of the total shares beneficially owned as of the Record Date using the Company’s Common Stock closing stock price of
$97.13
on December 31, 2018.
|
|
(4)
|
The value of total shares beneficially owned as of the Record Date as compared to the NEO's
2018
Base Salary.
|
What Our Compensation Program is Designed to Reward.
Our compensation program is designed to reward the NEOs for their contributions to the Company and for achieving improvements in the Company's performance during the year. The Compensation Committee deliberately kept Base Salaries at a relatively small percentage of total compensation. This enables the Compensation Committee to reward each NEO’s performance through annual Cash Bonus awards and equity incentives such as Restricted Common Stock Awards. The annual Cash Bonus plan for each NEO is established by the Compensation Committee after a review of performance goal recommendations from the CEO, who receives input on such performance goal recommendations from each NEO.
Restricted Common Stock Awards are designed to provide incentives to the NEOs to ensure the successful implementation of long-term strategic goals of the Company and to provide for the retention of such NEOs.
Elements of Compensation.
During the year ended
December 31, 2018
, there were three major components of executive compensation: Base Salary, performance-based Cash Bonus, and performance-based Equity Compensation. In conjunction with the CEO, the Compensation Committee reviews our executive salary structure on an annual basis with the use of a tally sheet. The tally sheet summarizes total compensation for each NEO, including Base Salary, Equity Compensation award values, Cash Bonus performance metrics, and all other compensation for the current and prior years. The Compensation Committee uses the tally sheet to quantify each NEO's total compensation and to compare it to the salaries of executives at other REITs as obtained from the SNL Financial database (
www.snl.com
).
The compensation policy takes into account a review of executive compensation and performance data on publicly traded REITs obtained from the SNL Financial database. The Compensation Committee believes the executive compensation information derived from the SNL Financial database for the selected peer group of REITs provides relevant salary data for the Company. The Committee takes into account the relevant compensation data for each NEO position when designing the compensation program. Where salary information is unavailable for a particular position in the SNL Financial database, other positions having similar responsibilities are used. Compensation increases are based upon overall Company performance and upon each NEO’s performance, established goals, and contribution to the Company’s performance. In addition, the Compensation Committee considered the CEO Pay Ratio as described more fully under "CEO Pay Ratio" of this Proxy Statement.
The Company's peer group consists of seventeen companies as shown in the following table. The Company's peer group for 2018 remained consistent with prior years. When selecting and re-assessing this peer group, the Compensation Committee took into consideration factors including market capitalization, three-year and five-year total returns, dividend yields, compounded annual funds from operations growth rates, and multiples. As of December 31, 2018, the Company's one-year, three-year and five-year total stockholder returns were 11.7%, 56.3% and 204.0%, respectively. As of
December 31, 2018
, the one-year, and annualized three-year and five-year total stockholder returns for the Company were 11.7%, 16.0% and 24.9%, respectively. In comparison, the median one-year and annualized three-year and five-year total stockholder returns for the peer group were 1.1%, 3.8%, and 11.4%, respectively, and the average one-year and annualized three-year and five-year total stockholder returns for the peer group were (-2.8)%, 4.0% and 10.7%, respectively.
19
PEER GROUP
|
American Campus Communities, Inc. (ACC)
|
First Industrial Realty Trust (FR)
|
|
Apartment Investment and Management Company (AIV)
|
Highwoods Properties, Inc. (HIW)
|
|
Camden Property Trust (CPT)
|
Liberty Property Trust (LPT)
|
|
Corporate Office Properties Trust (OFC)
|
Mack-Cali Realty Corporation (CLI)
|
|
CubeSmart (CUBE)
|
Regency Centers Corporation (REG)
|
|
Duke Realty Corporation (DRE)
|
Simon Property Group (SPG)
|
|
Equity Residential (EQR)
|
UDR, Inc. (UDR)
|
|
Essex Property Trust, Inc. (ESS)
|
Vornado Realty Trust (VNO)
|
|
Extra Space Storage, Inc. (EXR)
|
|
Total compensation for
2018
was split between Base Salary, performance-based Cash Bonus, and Equity Compensation, as shown in the following chart. All other compensation was less than 1% of the total compensation. The increase in total executive compensation from 2017 to 2018 for the NEOs in the aggregate reflects an increase in performance-based Cash Bonus, and an increase in Equity Compensation as a result of the restructuring of the restricted stock award program in 2018 as further described below.
Base Salary.
The Compensation Committee deliberately keeps Base Salaries at a relatively small percentage of total compensation. For
2018
, the Compensation Committee concluded that Base Salaries of $400,000 for Ms. Nader and $370,000 for each of Mr. Seavey, Mr. Waite and Mr. Maynard were appropriate in this regard. With the exception of Ms. Nader, these Base Salaries reflect a 3% increase in 2018 from 2017.
Non-Equity Incentive Compensation (Cash Bonus).
The Compensation Committee's practice is to award annual Cash Bonuses based on certain performance targets established by the Compensation Committee for each year after consultation with the CEO and NEOs, but subject to the discretion of the Compensation Committee. The Compensation Committee selected short-term annual performance metrics for management's focus that support and ensure the Company's long-term success and profitability. Performance targets were established and communicated to the NEOs when the outcome of the performance targets was substantially uncertain. Performance targets were consistent with earnings guidance expectations publicly disclosed by the Company. The final payout of
2018
Cash Bonuses to the NEOs was in February
2019
, after finalization of the Company's year-end earnings results.
The total
2018
maximum Cash Bonus potential for the NEOs set by the Compensation Committee was approximately $3,295,540 and was comprised of a $3,109,000 bonus potential ("
2018
Bonus Potential") and a $93,270 MH revenue stretch goal and a $93,270 resort revenue stretch goal ("
2018
Stretch Goals"). The following table shows the
2018
Bonus Potential for each NEO and the percentage attributed to each performance target and the discretionary portion. The total Cash Bonus paid to all NEOs was approximately $3.1 million, which included a payment of $93,270 for the 2018 Stretch Goals. The
2018
Stretch Goals required certain increases in the Company’s core manufactured home ("MH") revenues, which target was not met, and certain increases in core resort revenues, which target was met.
20
|
Name
|
2018 Bonus Potential (Amount x Base Salary)
|
Core MH Revenue Target
(1)
|
Core Resort Revenue Target
(2)
|
Dues Target
(3)
|
Core Net Operating Income Target
(4)
|
Rentals/Working Capital
Target
(5)
|
Discretionary
(6)
|
|||||||
|
Marguerite Nader
|
2.5
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
30.0%
|
|||||||
|
Paul Seavey
|
1.9
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
30.0%
|
|||||||
|
Patrick Waite
|
1.9
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
30.0%
|
|||||||
|
Roger Maynard
|
1.9
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
14.0%
|
30.0%
|
|||||||
_____________
|
(1)
|
This target required achieving a 4.3% increase in core MH base rent growth for the year ended
December 31, 2018
as compared to the year ended
December 31, 2017
, which target was met. The total paid for this target was approximately $435,000.
|
|
(2)
|
This target required that the Company’s core resort revenues increase 4.7% for the year ended
December 31, 2018
as compared to
December 31, 2017
, which target was met. The total paid to the NEOs for this target was approximately $435,000.
|
|
(3)
|
This target was comprised of three equal components related to: (i) dues revenues; (ii) the number of paid member sales units; and (iii) RV dealer activations, which component targets were all met. The total paid to the NEOs for this target was approximately $435,000.
|
|
(4)
|
This target required core net operating income, excluding property management expense, to increase 4.3% for the year ended
December 31, 2018
as compared to the year ended
December 31, 2017
, which target was met. The total paid to the NEOs for this target was approximately $435,000.
|
|
(5)
|
This target was comprised of four equal components related to: (i) reduction of working capital commitment, which portion of the target was met; (ii) an increase in occupancy from homeowners, which portion of the target was met; (iii) reduction of rental expenses, which portion of the target was not met; and (iv) management of chattel financing, which portion of the target was met. As a result, the NEOs were paid 75% of this target or approximately $326,000.
|
|
(6)
|
At the beginning of 2018, the Compensation Committee, in consultation with Ms. Nader, developed strategic initiatives upon which each executive officer would be evaluated and which would be used in determining their discretionary bonuses. Management focused on key strategic areas for the Company including, but not limited to, revenue management, sales, expense management, property maintenance and improvements, portfolio assessment, development, technology and employee relations. Throughout 2018, each NEO met with Ms. Nader to discuss achievement of these discretionary goals. The Compensation Committee reviewed these evaluations and considered the results of these evaluations in the overall assessment of each NEO’s performance.
As a result, Mr. Seavey, Mr. Waite and Mr. Maynard each received 100% of the discretionary bonus potential for 2018.
|
The Compensation Committee’s evaluation of Ms. Nader’s achievements included a review of the Company’s overall performance, as well as the attainment of the strategic initiative goals by each of the other NEOs. Ms. Nader received 100% of her discretionary bonus potential for 2018.
The total paid to all NEOs for discretionary targets was approximately $933,000.
Equity-Based Retention and Incentive Compensation (Equity Compensation)
.
The Company has made Restricted Common Stock grants to provide long-term incentives for executive officers and to retain qualified officers. The Company recognizes that the interests of stockholders are best served by giving our executives the opportunity to participate in the appreciation of the Company’s Common Stock.
On May 13, 2014, our stockholders approved the Company's 2014 Equity Incentive Plan. The Company has granted Restricted Common Stock to our NEOs in accordance with the 2014 Equity Incentive Plan since its approval. The Restricted Common Stock grants were awarded at the closing price of the Company’s Common Stock on the NYSE on the date of grant. The Company has never granted options with an exercise price that is less than the closing price of the Company's Common Stock on the NYSE on the grant date, nor have options been granted on a date other than the grant date. Upon vesting of these stock awards, at the NEOs option, the Company will buy back a portion of the stock to provide the NEO with the ability to receive the vested stock net of applicable tax effects.
In 2017, Willis Towers Watson, the Compensation Committee's independent outside compensation consultant, provided an independent analysis and recommendation concerning the 2018 long-term executive compensation plan. On January 29, 2018, in order to further align the interests of our NEOs with our stockholders by linking a larger portion of our NEOs' compensation to their performance and to create stronger retention incentives, the Compensation Committee, in consultation with Willis Towers Watson, approved the 2018 Restricted Stock Awards (the "2018 Award") pursuant to the authority set forth in the 2014 Equity Incentive Plan. On February 1, 2018, the NEOs were awarded 60,250 shares of Restricted Common Stock in accordance with the 2018 Award as follows: Ms. Nader was granted 19,500 shares; Mr. Seavey was granted 16,000 shares; Mr. Waite was granted 16,000 shares; and Mr. Maynard was granted 8,750 shares. Two-thirds of such shares were time-based with a grant date value of $84.65 and 50% of the time-based awards vested on December 28, 2018 and the remaining 50% will vest in equal installments on January 31, 2020 and January 29, 2021, provided the NEO is employed through the end of 2019 and 2020, respectively (the "Explicit Service Period"). The remaining one-third of the 2018 Awards provide for performance-based vesting and will vest, subject to the satisfaction of the performance conditions and Explicit Service Period requirements, in equal installments on January 31, 2020 and January 29, 2021. The Compensation Committee will establish performance conditions at the beginning of each year 2019 and 2020 for the performance periods of January 1, 2019 through December 31, 2019 and January 1, 2020 through December 31, 2020, respectively. In accordance with FASB ASC 718, the performance-based portion of the 2018 Awards will be deemed granted on the date the performance conditions are approved by the Compensation Committee in 2019 and 2020 and, accordingly, are not included in the Summary Compensation Table of this Proxy Statement.
21
On January 29, 2018, the Compensation Committee approved a one-time transition award of time-based restricted stock (the “Transition Awards”) as a transition from our prior practice of granting annual restricted stock awards with one-year time-based vesting to long-term awards with three-year vesting and a performance-based portion. These Transition Awards were intended to mitigate the impact of a reduction in the realized pay for our NEOs in 2018 and 2019 resulting from the three-year vesting period for the 2018 Awards. On February 1, 2018, the NEOs were awarded 60,250 shares of Restricted Common Stock as follows: Ms. Nader was granted 19,500 shares; Mr. Seavey was granted 16,000 shares; Mr. Waite was granted 16,000 shares; and Mr. Maynard was granted 8,750 shares. Two-thirds of each Transition Award vested on December 28, 2018, and the remaining one-third will vest on January 31, 2020, subject to satisfaction of the Explicit Service Period requirement. The Transition Awards are not subject to performance goals. The Compensation Committee does not view these awards as a continuing feature of the Company's Restricted Stock Award Program, and there is no intent to replicate these Transition Awards in future years.
CEO Compensation.
Ms. Nader’s 2018 compensation consisted of a Base Salary of $400,000 and a performance-based Cash Bonus award of $995,000. During the year ended December 31, 2018, Ms. Nader acquired 19,500 shares of Restricted Common Stock upon vesting with a value of approximately $1,879,605. The Compensation Committee established Ms. Nader’s compensation based on the principles previously discussed in this CD&A. Ms. Nader received no compensation or stock grants for her service on the Board.
Accounting Considerations.
The Company accounts for its stock options and stock awards in accordance with FASB ASC 718.
Severance Benefits.
None of the Company’s NEOs have any arrangements that provide for payment of severance benefits.
Non-Qualified Deferred Compensation.
The Company does not provide any non-qualified defined contribution or other deferred compensation plans.
Post-Employment Compensation.
All of the Company's employees, including its NEOs, are employees-at-will and as such do not have employment contracts with the Company. The Company also does not provide post-employment health coverage or other benefits.
Change in Control.
None of the Company's NEOs are entitled to any payment upon a change in control of the Company. However, the vesting of Restricted Common Stock grants is subject to acceleration upon a change in control of the Company or in the event of the death or disability of the recipient. As of December 31, 2018, non-vested restricted stock awards for the NEOs were as shown in the "Outstanding Equity Awards at Fiscal Year-End" table in this Proxy Statement.
Perquisites and Other Benefits.
The Company's NEOs do not receive benefits that are not otherwise available to all of its employees. All employees who participated in the 401(k) plan received a matching contribution equal to 100% of the first 3%, and 50% of the next 2%, of the participant's eligible earnings that were contributed to the plan, up to a maximum matching contribution of $11,000. Additionally, the Company may make a discretionary contribution annually for each participant in an amount, if any, as determined by the Company. The Company has provided each of the NEOs with an indemnification agreement, however, the Company has paid no amounts under such agreements.
The Company has a non-qualified Employee Stock Purchase Plan ("ESPP") in which certain employees and the directors may participate. Participants may acquire up to $250,000 of Common Stock annually through the ESPP at a 15% discount. Discounts on such stock purchases are not considered a perquisite and are not included in the Summary Compensation Table as such discount is available to all salaried employees who elect to participate in the ESPP.
2019 Executive Compensation
.
On January 23, 2019, the Compensation Committee approved the 2019 Base Salaries of $575,000 for Ms. Nader and $380,000 for each of Mr. Seavey, Mr. Waite and Mr. Maynard. On February 11, 2019, the Compensation Committee approved the Executive Bonus Plan for 2019 (the "Plan"). Information regarding the Plan was filed on Form 8-K with the SEC on February 14, 2019. Under the Plan, the annual 2019 Cash Bonus potential is based on the achievement of certain performance targets. The total 2019 Cash Bonus potential under the Plan is as follows:
|
Name
|
Title
|
Bonus Potential
|
|
Marguerite Nader
|
President and Chief Executive Officer
|
250% of annual salary
|
|
Paul Seavey
|
Executive Vice President, Chief Financial Officer and Treasurer
|
190% of annual salary
|
|
Patrick Waite
|
Executive Vice President and Chief Operating Officer
|
190% of annual salary
|
|
Roger Maynard
|
Executive Vice President - Investments
|
190% of annual salary
|
Under the Plan, payment of 70% of the 2019 Cash Bonus potential is contingent upon the achievement of certain operational targets, including goals related to core community base rental income, core resort base rental income, membership dues revenues,
22
core net operating income and expense control, and working capital. The Compensation Committee will have discretion at the end of
2019
to determine an appropriate award based on an evaluation of each of the target areas. Payment of the remaining 30% of the 2019 Cash Bonus potential is at the discretion of the Compensation Committee based on its assessment of various strategic initiatives established for the NEOs, as a whole, including the discretion to apportion the aggregrate discretionary bonus amount amongst the eligible executives. The amount paid to each NEO is subject to the discretion of the Compensation Committee. In addition, if the NEOs exceed by specified amounts certain operational targets relating to core community base rental income and core resort base rental income, the total 2019 Cash Bonus potential may be increased by up to an additional $201,796, which would be shared pro-rata by the NEOs. 2019 Cash Bonus payments will be made in cash and will be paid subsequent to the year ending
December 31, 2019
after finalization of the Company’s results of operations and upon review and approval by the Compensation Committee.
On January 23, 2019, the Compensation Committee approved the 2019 Restricted Stock Award (the "2019 Award") pursuant to the authority set forth in the 2014 Equity Incentive Plan. On February 1, 2019, the NEOs were awarded 51,200 shares of Restricted Common Stock in accordance with the 2019 Award as follows: Ms. Nader was awarded 16,500 shares, Mr. Seavey was awarded 13,600 shares, Mr. Waite was awarded 13,600 shares and Mr. Maynard was awarded 7,500 shares. 50% of the 2019 Stock Awards are time-based and will vest in equal annual installments on January 31, 2020, January 29, 2021 and January 31, 2022, subject to satisfaction of continuous employment by the NEO during the explicit service period (the "Service Period Requirement"). The time-based portion of the 2019 Awards have a grant date fair value of $105.67. The remaining one-half of the 2019 Awards provide for performance-based vesting and will vest in equal annual installments on January 31, 2020, January 29, 2021 and January 31, 2022, subject to the satisfaction of the Service Period Requirement and the performance conditions to be established by the Compensation Committee at the beginning of each performance period in 2019, 2020 and 2021.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A and in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
.
Respectfully submitted,
Sheli Rosenberg, Chair
Philip Calian
David Contis
23
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table includes information concerning compensation paid to or earned for the year ended
December 31, 2018
by the Company's Chief Executive Officer, Chief Financial Officer, and those other persons who were, at
December 31, 2018
, Executive Officers of the Company, which we refer to as the NEOs.
The Company has not entered into any employment agreements with any of the NEOs. When setting total compensation for each of the NEOs, the Compensation Committee reviews all components of compensation, including equity and non-equity based compensation.
In January 2017, 2018 and 2019, the Compensation Committee approved the final short-term incentive plan Cash Bonus payments for each NEO, with the substantial majority of such payments being based on pre-established performance targets. Such annual performance-based Cash Bonus payments are characterized as "Non-Equity Incentive Plan Compensation - STIP" in the table. As the NEOs did not receive cash bonus payments without performance targets, there are no amounts shown in the "Bonus" column in the table. Total compensation amounts include the fair value of the stock awards and option awards granted to the NEOs, with such grants being shown in the table in the year of grant.
For the years ended
December 31, 2018
,
2017
and
2016
, Base Salary (Salary) accounted for approximately
11%
,
17%
and
18%
, respectively, of total compensation; Equity Compensation (Stock Awards) accounted for approximately
65%
,
56%
and
55%
, respectively, of total compensation; and Cash Bonus (Non-Equity Incentive Plan Compensation - STIP) accounted for approximately
24%
,
27%
and
26%
, respectively, of total compensation.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
(1)
|
Stock Awards
($)
(2)
|
Option Awards
($)
(3)
|
Non-Equity Incentive Plan Compensation
|
All
Other Compensation ($) (6) |
Total
($)
|
||||||||||||||||||
|
STIP
($) (4) |
LTIP
($) (5) |
|||||||||||||||||||||||||
|
Marguerite Nader
|
2018
|
400,000
|
|
—
|
|
2,751,015
|
|
—
|
|
995,000
|
|
—
|
|
11,000
|
|
4,157,015
|
|
|||||||||
|
President and
|
2017
|
400,000
|
|
—
|
|
1,597,420
|
|
—
|
|
794,000
|
|
—
|
|
10,800
|
|
2,802,220
|
|
|||||||||
|
Chief Executive Officer
|
2016
|
400,000
|
|
—
|
|
1,483,240
|
|
—
|
|
724,004
|
|
—
|
|
10,600
|
|
2,617,844
|
|
|||||||||
|
Paul Seavey
|
2018
|
370,000
|
|
—
|
|
2,257,243
|
|
—
|
|
699,485
|
|
—
|
|
11,000
|
|
3,337,728
|
|
|||||||||
|
Executive Vice President,
|
2017
|
360,000
|
|
—
|
|
1,306,980
|
|
—
|
|
535,950
|
|
—
|
|
10,800
|
|
2,213,730
|
|
|||||||||
|
Chief Financial Officer and
|
2016
|
360,000
|
|
—
|
|
1,213,560
|
|
—
|
|
488,703
|
|
—
|
|
10,600
|
|
2,072,863
|
|
|||||||||
|
Treasurer
|
||||||||||||||||||||||||||
|
Patrick Waite
|
2018
|
370,000
|
|
—
|
|
2,257,243
|
|
—
|
|
699,485
|
|
—
|
|
11,000
|
|
3,337,728
|
|
|||||||||
|
Executive Vice President and
|
2017
|
360,000
|
|
—
|
|
1,306,980
|
|
—
|
|
535,950
|
|
—
|
|
10,800
|
|
2,213,730
|
|
|||||||||
|
Chief Operating Officer
|
2016
|
360,000
|
|
—
|
|
1,213,560
|
|
—
|
|
488,703
|
|
—
|
|
10,600
|
|
2,072,863
|
|
|||||||||
|
Roger Maynard
|
2018
|
370,000
|
|
—
|
|
1,234,430
|
|
—
|
|
699,485
|
|
—
|
|
11,000
|
|
2,314,915
|
|
|||||||||
|
Executive Vice President -
|
2017
|
360,000
|
|
—
|
|
726,100
|
|
—
|
|
535,950
|
|
—
|
|
10,800
|
|
1,632,850
|
|
|||||||||
|
Investments
|
2016
|
360,000
|
|
—
|
|
674,200
|
|
—
|
|
488,703
|
|
—
|
|
10,600
|
|
1,533,503
|
|
|||||||||
_________
|
(1)
|
A substantial majority of bonus payments were based on certain performance criteria being met and as such are included under the Non-Equity Incentive Plan Compensation column of this table.
|
|
(2)
|
These amounts reflect the grant-date fair value of restricted stock awards, calculated in accordance with FASB ASC 718 based on the Company's closing stock price on the grant date. Restricted stock awards were approved by the Compensation Committee pursuant to the authority set forth in the 2014 Equity Incentive Plan as follows:
|
On January 21, 2016, the Compensation Committee approved the 2016 Restricted Stock Award (the "2016 Award"). On February 1, 2016, the NEOs were awarded 68,000 shares of Restricted Common Stock in accordance with the 2016 Award with a grant-date fair value per share of $67.42 as follows: Ms. Nader was granted 22,000 shares; Mr. Seavey was granted 18,000 shares; Mr. Waite was granted 18,000 shares and Mr. Maynard was granted 10,000 shares. Such shares vested on December 31, 2016.
On January 23, 2017, the Compensation Committee approved the 2017 Restricted Stock Award (the "2017 Award"). On February 1, 2017, the NEOs were awarded 68,000 shares of Restricted Common Stock in accordance with the 2017 Award with a grant-date fair value per share of $72.61 as follows: Ms. Nader was granted 22,000 shares; Mr. Seavey was granted 18,000 shares; Mr. Waite was granted 18,000 shares; and Mr. Maynard was granted 10,000 shares. Such shares vested on December 31, 2017.
24
On January 29, 2018, the Compensation Committee approved the 2018 Award. On February 1, 2018, the NEOs were awarded 60,250 shares of Restricted Common Stock in accordance with the 2018 Award as follows: Ms. Nader was granted 19,500 shares; Mr. Seavey was granted 16,000 shares; Mr. Waite was granted 16,000 shares; and Mr. Maynard was granted 8,750 shares. Two-thirds of such shares were time-based with a grant date value of $84.65 and 50% of the time-based awards vested on December 28, 2018 and the remaining 50% will vest in equal installments on January 31, 2020 and January 29, 2021, subject to satisfaction of the Explicit Service Period requirement. The remaining one-third of the 2018 Awards provide for performance-based vesting and will vest, subject to the satisfaction of the performance conditions and Explicit Service Period requirements, in equal installments on January 31, 2020 and January 29, 2021. The Compensation Committee will establish performance conditions at the beginning of 2019 and 2020 for the performance periods of January 1, 2019 through December 31, 2019 and January 31, 2020 through December 31, 2020, respectively. In accordance with FASB ASC 718, the performance-based portion of the 2018 Awards will be deemed granted on the date the performance conditions are approved by the Compensation Committee in 2019 and 2020 and, accordingly, are not included in 2018 compensation as shown in this Summary Compensation Table.
On January 29, 2018, the Compensation Committee approved Transition Awards as a transition from our prior practice of granting annual restricted stock awards with one-year time-based vesting to long-term awards with three-year vesting and a performance-based portion. These Transition Awards were intended to mitigate the impact of a reduction in the realized pay for our NEOs in 2018 and 2019 resulting from the three-year vesting period for the 2018 Awards. On February 1, 2018, the NEOs were awarded 60,250 shares of Restricted Common Stock as follows: Ms. Nader was granted 19,500 shares; Mr. Seavey was granted 16,000 shares; Mr. Waite was granted 16,000 shares; and Mr. Maynard was granted 8,750 shares. Two-thirds of each Transition Award vested on December 28, 2018, and the remaining one-third will vest on January 31, 2020, subject to satisfaction of the Explicit Service Period requirement. The Transition Awards are not subject to performance goals. The Compensation Committee does not view these awards as a continuing feature of the Company's Restricted Stock Award Program, and there is no intent to replicate these Transition Awards in future years.
All holders of Restricted Common Stock receive any dividends paid on such shares, whether or not vested.
|
(3)
|
There were no stock option awards issued to the NEOs during 2016, 2017 and 2018.
|
|
(4)
|
A substantial majority of the NEOs’ annual short-term incentive plan Cash Bonus payment is based on pre-established performance targets as communicated to the NEOs at the beginning of the year, and therefore, such amounts are classified as non-equity incentive plan compensation in this table.
|
In March 2018, February 2017, and February 2016, the Compensation Committee approved the 2018, 2017 and 2016 bonus potential and performance targets, respectively. In January
2019
,
2018
and
2017
, after assessment of the achievement of such performance targets, the Compensation Committee approved and the NEOs received their annual Cash Bonus for each of the years ended
December 31, 2018
,
2017
and
2016
, respectively. See the CD&A section of this Proxy Statement for further discussion of the
2018
performance targets.
On February 11, 2019, the Compensation Committee approved the
2019
Executive Bonus Plan. Information regarding the
2019
Executive Bonus Plan is included in the CD&A section of this Proxy Statement and in a Current Report on Form 8-K filed with the SEC on February 14, 2019.
|
(5)
|
There were no long-term non-equity incentive plan compensation awards granted to the NEOs in
2016
,
2017
, or
2018
.
|
|
(6)
|
Includes employer-matching contributions pursuant to the Equity LifeStyle Properties, Inc. Retirement Savings Plan of $11,000, $10,800, and $10,600 for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
Grants of Plan-Based Awards
The following table sets forth certain information with respect to grants of plan-based awards to the Company’s NEOs for the year ended
December 31, 2018
.
|
Name
|
Grant Date
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units
(#) (2) |
All Other Option Awards; Number of Securities Underlying Options
(#) |
Exercise or
Base Price of Option Awards ($/sh)
|
Grant Date Fair Value of Stock and Option Awards ($)
(3)
|
||||||||||||||||||||
|
Approval Date
|
Threshold ($)
|
Target ($)
|
Maximum ($)
|
|||||||||||||||||||||||
|
Marguerite Nader
|
03/09/18
|
(1)
|
03/09/18
|
—
|
|
760,000
|
|
1,060,000
|
|
0
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
|
02/01/18
|
01/29/18
|
—
|
|
—
|
|
—
|
|
32,500
|
|
—
|
|
—
|
|
2,751,015
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Paul Seavey
|
03/09/18
|
(1)
|
03/09/18
|
—
|
|
534,280
|
|
745,180
|
|
0
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
|
02/01/18
|
01/29/18
|
—
|
|
—
|
|
—
|
|
26,666
|
|
—
|
|
—
|
|
2,257,243
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Patrick Waite
|
03/09/18
|
(1)
|
03/09/18
|
—
|
|
534,280
|
|
745,180
|
|
0
|
—
|
|
—
|
|
—
|
|
||||||||||
|
02/01/18
|
01/29/18
|
—
|
|
—
|
|
—
|
|
26,666
|
|
—
|
|
—
|
|
2,257,243
|
|
|||||||||||
|
Roger Maynard
|
03/09/18
|
(1)
|
03/09/18
|
—
|
|
534,280
|
|
745,180
|
|
0
|
—
|
|
—
|
|
—
|
|
||||||||||
|
02/01/18
|
01/29/18
|
—
|
|
—
|
|
—
|
|
14,583
|
|
—
|
|
—
|
|
1,234,430
|
|
|||||||||||
_________
|
(1)
|
Payment of the
2018
award was based on the following performance targets being achieved: 14.0% related to achieving a benchmark in core MH revenues; 14.0% related to achieving a benchmark in core resort revenues; 14.0% related to achieving a benchmark in membership dues revenues; 14.0% related to achieving a benchmark in core net operating income;14.0% related to achieving a working capital benchmark and 30.0% was at the discretion of the Compensation Committee after evaluation of each NEO's performance, including an analysis of successes and strategic initiatives during the year. In addition, each NEO was awarded an additional amount upon achievement of the
2018
Stretch Goals. The
2018
maximum amounts represent the total potential bonus award. The
2018
target amounts reflect the non-discretionary portion of the total potential bonus award. Payment of the
2018
award was made in February
2019
.
|
25
|
(2)
|
These amounts reflect the number of shares of Restricted Common Stock granted to each NEO and excludes the performance-based portion of the 2018 Awards that will be deemed granted in 2019 and 2020 upon approval of the performance conditions.
|
|
(3)
|
This amount reflects the grant-date fair value of restricted stock awards calculated in accordance with FASB ASC 718 based on the Company's closing stock price on February 1, 2018. the grant date.
|
Outstanding Equity Awards at Fiscal Year-End
The following table includes certain information with respect to the value of all non-vested restricted stock awards previously awarded to the NEOs as of December 31, 2018. The NEOs have not been awarded stock options.
|
Stock Awards (1)
|
||||||||
|
Name
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||
|
Marguerite Nader
|
6,500
(2)
|
$631,345
|
6,500
(4)
|
$631,345
|
||||
|
6,500
(3)
|
$631,345
|
|||||||
|
Paul Seavey
|
5,332
(2)
|
$517,897
|
5,334
(4)
|
$518,091
|
||||
|
5,334
(3)
|
$518,091
|
|||||||
|
Patrick Waite
|
5,332
(2)
|
$517,897
|
5,334
(4)
|
$518,091
|
||||
|
5,334
(3)
|
$518,091
|
|||||||
|
Roger Maynard
|
2,917
(2)
|
$283,328
|
2,917
(4)
|
$283,328
|
||||
|
2,916
(3)
|
$283,231
|
|||||||
_____________
|
(1)
|
The market value of Stock Awards that had not vested as of December 31, 2018 was based on a closing price of the Company’s Common Stock on December 31, 2018 of $97.13. Upon vesting of these stock awards, at the NEO's option, the Company will buy back a portion of the stock to provide the NEO with the ability to receive the vested stock net of applicable tax effects.
|
|
(2)
|
The time-based portion of these 2018 Awards vest one-half on each of January 31, 2020 and January 29, 2021, subject to the satisfaction of the Explicit Service Period requirement.
|
|
(3)
|
These Transition Awards vest on January 31, 2020, subject to the satisfaction of the Explicit Service Period requirement.
|
|
(4)
|
The performance-based portion of these 2018 Awards vest one-half on each of January 31, 2020 and January 29, 2021, subject to satisfaction of the Explicit Service Period requirement and the performance criteria.
|
Option Exercises and Stock Vested
The following table includes certain information with respect to the option exercises and stock vested for each of the NEOs for the year ended
December 31, 2018
.
|
Option Awards
|
Stock Awards
|
||||||||
|
Name
|
Number of Shares
Acquired on
Exercise (#)
|
Value
Realized on Exercise ($)
|
Number of Shares Acquired on Vesting (#)
(1)
|
Value Realized on Vesting ($)
|
|||||
|
Marguerite Nader
|
—
|
|
—
|
19,500
|
1,879,605
|
||||
|
Paul Seavey
|
—
|
|
—
|
16,000
|
1,542,240
|
||||
|
Patrick Waite
|
—
|
|
—
|
16,000
|
1,542,240
|
||||
|
Roger Maynard
|
—
|
|
—
|
8,750
|
843,413
|
||||
_____________
|
(1)
|
Upon vesting of these stock awards, the Company purchased 8,640, 7,089, 7,089 and 3,444 shares from Ms. Nader, Mr. Seavey, Mr. Waite and Mr. Maynard, respectively, to pay their respective withholding taxes.
|
Potential Payments Upon Termination of Employment or Change In Control
None of our NEOs is entitled to any payment upon a change in control of the Company. However, the vesting of Restricted Common Stock awards is subject to acceleration upon a change of control of the Company or in the case of death or disability of the recipient. The number of shares of restricted stock held by our NEO’s that was not vested as of December 31, 2018 is shown
26
in the "Outstanding Equity Awards at Fiscal Year-End" table of this Proxy Statement. The NEOs have not been awarded stock options.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2018 about the relationship of the ratio of the annual total compensation, calculated in accordance with of the requirements of Item 402(c)(2)(x) of Regulation S-K and SEC guidance (the "Annual Total Compensation"), of our median employee and the Annual Total Compensation of Ms. Marguerite Nader, President and Chief Executive Officer (the "CEO"). For purposes of determining the pay ratio, we considered all active employees as of November 30, 2018, including full-time, part-time and temporary employees.
For 2018, the median of the Annual Total Compensation of all employees of the Company (other than our CEO), was $24,960 and the Annual Total Compensation of the CEO for purposes of determining the CEO Pay Ratio was $3,056,675, which amount only includes that portion of the 2018 Award that vested in 2018 as further described in the "CD&A" of this Proxy Statement. Based on this information, for 2018, the ratio of the Annual Total Compensation of our CEO to the median of the Annual Total Compensation of all employees was estimated to be 122 to 1.
Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, and to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.
Narrative Disclosure of the Company's Compensation Policies and Practices as They Relate to Risk Management
The Compensation Committee has reviewed the Company's compensation policies and practices and believes it has taken reasonable and appropriate actions to mitigate the risk that the Company’s compensation policies and practices would lead to conduct that would have an unintended material adverse effect on the Company. The assessment included a review of the components of the NEO's compensation. For the Base Salary component, the Compensation Committee believes the following mitigates the incentive for risky behavior: (i) Base Salary is a relatively small portion of total compensation for the NEOs, and (ii) the NEOs and employees have signed the Company's Employee Handbook and Business and Ethics Policy agreeing to maintain the highest standards of personal and professional integrity at all times and to comply with the Company’s policies and procedures. For the performance-based Cash Bonus, the Compensation Committee believes the following mitigates the incentive for risky behavior: (i) the Cash Bonus targets are tied to near-term operational goals that the Compensation Committee believes promote long-term growth of the Company and increased stockholder value and are not generally susceptible to accounting risk; and (ii) a portion of the Cash Bonus is payable at the discretion of the Compensation Committee. For the Equity Compensation component, the Compensation Committee believes the following mitigates the incentive for risky behavior: (i) the Board has previously established share ownership guidelines for the NEOs to align their interests with those of the stockholders; (ii) the grants and terms of restricted stock are established by the Committee; and (iii) the Committee granted restricted stock rather than options to limit the risky behavior associated with trying to maximize stock price. In addition, there are no formulaic compensation arrangements that could create unintended compensation and the Compensation Committee has the ability to exercise discretion over all pay; the CEO meets regularly with the Compensation Committee and quarterly with the Compensation Committee, Executive Committee, Strategic Planning and Audit Committee chairpersons; the Company's Internal Audit department performs property and other corporate audits to ensure compliance with policies and procedures; the Company maintains a whistleblower hotline; and quarterly disclosure meetings are held with the Executive Officers and senior management for the purpose of allowing full disclosure of information that may impact the financial statements and related disclosures.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee members for the year ended
December 31, 2018
were Ms. Rosenberg, Mr. Calian and Mr. Contis. None of the members has ever been an officer or employee of the Company or any of its subsidiaries, and no "compensation committee interlocks" existed during
2018
. For a description of certain transactions with Board members or their affiliates, see "Certain Relationships and Related Transactions."
27
PROPOSAL NO. 3
NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION
Section 14A of the Exchange Act requires the Company to allow stockholders an opportunity to cast a non-binding, advisory vote on executive compensation as disclosed in this Proxy Statement. The following proposal, commonly known as a "Say on Pay" proposal, gives stockholders the opportunity to approve, reject or abstain from voting with respect to the Company's fiscal
2018
executive compensation programs and policies and the compensation paid to the named executive officers.
"RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the SEC's rules and regulations, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion is, hereby approved on an advisory basis."
As discussed in the "Compensation Discussion and Analysis" section of this Proxy Statement, the primary objectives of our executive compensation program are to attract and retain qualified executive officers who are accountable for the performance of the Company and to promote an ownership mentality among our executive officers. The compensation of our executive officers reflects the success of our management team in attaining certain operational goals which leads to the success of the Company and serves the best interests of our stockholders.
This proposal allows our stockholders to express their opinions regarding the decisions of the Compensation Committee on the prior year's annual compensation to the named executive officers. Your non-binding, advisory vote will serve as an additional tool to guide the Board and the Compensation Committee in continuing to improve the alignment of the Company's executive compensation programs with the interests of the Company and its stockholders, and is consistent with our commitment to high standards of corporate governance.
Vote Required
Non-binding, advisory approval of this Say on Pay Proposal requires the affirmative vote of a majority of the votes cast by stockholders of record. Because the vote on this proposal is non-binding and advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions by the Board; it will not create or imply any additional duty on the part of the Board, and it will not restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. To the extent there is any significant vote against our named executive officer compensation as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders. The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.
Board of Directors Recommendation
The Board unanimously recommends a vote "FOR" approval, on a non-binding, advisory basis, of the executive compensation of our named executive officers as disclosed in this Proxy Statement.
28
PROPOSAL NO. 4
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CHARTER INCREASING
FROM 200,000,000 TO 400,000,000 THE NUMBER OF SHARES OF COMMON STOCK
THE COMPANY IS AUTHORIZED TO ISSUE
The Board of Directors has approved an amendment to the Company’s Charter increasing from 200,000,000 to 400,000,000 the number of shares of Common Stock the Company is authorized to issue and has directed that this Proposal No. 4 be submitted for consideration at the Annual Meeting. The amendment will also increase from 210,000,000 to 410,000,000 the total number of shares of stock that the Company is authorized to issue. This Proposal No. 4 does not change the number of authorized shares of Preferred Stock.
At the time of its initial public offering in 1993, the Company’s Charter authorized the Company to issue up to 50,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. In 2007, the Company amended its Charter to increase from 50,000,000 to 100,000,000 the number of shares of Common Stock the Company was authorized to issue. On July 15, 2013, the Company effected a 2-for-1 stock split of its Common Stock in order to lower the price
to attract a broader investor base and increase stock liquidity
. The stock split increased the total number of outstanding shares of Common Stock from approximately 41,700,000 to 83,400,000. On November 25, 2013, the Company amended its Charter to increase from 100,000,000 to 200,000,000 the number of shares of Common Stock the Company was authorized to issue.
As of the Record Date, there were approximately 89,929,609 shares of Common Stock issued and outstanding and an additional 10,915,685 shares of Common Stock were reserved for issuance (i) upon the conversion of limited partnership units, (ii) pursuant to the Company's at-the-market equity offering program, and (iii) pursuant to the Company’s 2014 Equity Incentive Plan, employee stock purchase plan and dividend reinvestment plan. This leaves approximately 99,154,706 shares of Common Stock available for issuance. As a result, the Company may not have a sufficient number of authorized shares available for issuance in the future for stock splits, capital raising activities, and other general corporate purposes.
The Board of Directors believes that it is in the best interests of the Company to increase the number of authorized shares of Common Stock. The increase in authorized shares will provide the Company with the ability to effect a stock split to lower the price to attract a broader investor base and increase stock liquidity. In addition, the increase will provide flexibility with respect to future transactions, including acquisitions of other businesses or properties where the Company would have the option to use its Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock, including limited partnership units) as consideration (rather than cash), financing future growth, financing transactions, repayment of debt, and other general corporate purposes. The Company does not have any present intention to issue Common Stock in the immediate future, however the Company may issue shares pursuant to its at-the-market equity offering program and it desires to have the flexibility to use Common Stock for transactions in a manner consistent with past practices, including the acquisition of additional properties, as described above. The additional shares will enable the Company to act quickly as opportunities arise and avoid the time consuming and costly need to hold a special meeting of stockholders in every case. The Board of Directors believes that, in the future, occasions may arise where the time required to obtain stockholder approval might adversely delay the Company’s ability to enter into a desirable transaction or deny it the flexibility to facilitate the effective use of its securities. Therefore, the failure to approve this Proposal No. 4 could, in effect, prevent the Company from continuing the pursuit of effective strategies to access capital in the public and private markets. Authorized but unissued shares of Common Stock may be used by the Company from time to time as appropriate and opportune situations arise.
Stockholders of the Company will not have any preemptive rights with respect to the additional shares being authorized. No further approval by stockholders would be necessary prior to the issuance of any additional shares of Common Stock, except as may be required by law or applicable NYSE rules. In certain circumstances, generally relating to the number of shares to be issued and the identity of the recipient, the rules of the NYSE require stockholder authorization in connection with the issuance of such additional shares. Subject to Maryland law and the rules of the NYSE, the Board of Directors has the sole discretion to issue additional shares of Common Stock for such consideration as may be determined by the Board of Directors. The issuance of any additional shares of Common Stock may have the effect of diluting the percentage of stock ownership of present stockholders of the Company.
The submission of this Proposal No. 4 is not part of any plan by the Board of Directors to engage in any transaction that would require the proposed increase.
If this Proposal No. 4 is approved by the stockholders, the Company’s current Charter will be amended to provide that the Company has the authority to issue up to 410,000,000 shares of stock, consisting of 400,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, each with a par value $0.01 per share. This Proposal No. 4 does not change the number of
29
authorized shares of Preferred Stock. The proposed amendment to the Company’s Charter deletes Article V, Section 1 of the Charter and replaces it with the following:
“
SECTION 1. AUTHORIZED SHARES
. The total number of shares of stock which the Corporation has authority to issue is 410,000,000 shares, of which 400,000,000 shares are shares of Common Stock, $.01 par value per share (“Common Stock”), and 10,000,000 shares are shares of Preferred Stock, $.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $4,100,000.00.”
If the stockholders approve this Proposal No. 4, Articles of Amendment will be filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) and the amendment of the Company’s Charter as described above will be effective upon the acceptance for record of the Articles of Amendment by the SDAT.
Vote Required
The affirmative vote of the holders of record of two-thirds of all votes entitled to be cast is necessary to approve the amendment of the Company's Charter increasing from 200,000,000 to 400,000,000 the number of shares of Common Stock the Company is authorized to issue.
Board Recommendation
The Board unanimously recommends a vote
“FOR”
approval of the amendment of the Company's Charter increasing from 200,000,000 to 400,000,000 the number of shares of Common Stock the Company is authorized to issue.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
This table sets forth information with respect to persons who are known to own more than 5% of the outstanding shares of Common Stock as of
February 20, 2019
.
|
Name and Business Address of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percentage
of Class
|
||
|
The Vanguard Group, Inc.
(1)
|
12,010,038
|
13.4%
|
||
|
100 Vanguard Blvd.
|
||||
|
Malvern, Pennsylvania 19355
|
||||
|
FMR LLC
(2)
|
8,029,223
|
8.9%
|
||
|
245 Summer Street
|
||||
|
Boston, Massachusetts 02210
|
||||
|
BlackRock, Inc.
(3)
|
7,167,867
|
8.0%
|
||
|
55 East 52nd Street
|
||||
|
New York, New York 10055
|
||||
_________
|
(1)
|
Pursuant to a Schedule 13G filed with the SEC for calendar year 2018, The Vanguard Group, Inc. is the beneficial owner of 12,010,038 shares of Common Stock and has sole voting power over 127,196 shares of Common Stock and sole dispositive power over 11,871,805 shares of Common Stock. The Schedule 13G filed with the SEC for calendar year 2018 by Vanguard Specialized Funds - Vanguard REIT Index Fund states that it has sole voting power over 4,017,423 shares of Common Stock. We confirmed that the 4,017,423 shares of Common Stock held by Vanguard Specialized Funds - Vanguard REIT Index Fund are included in the 12,010,038 shares of Common Stock held by The Vanguard Group.
|
|
(2)
|
Pursuant to a Schedule 13G/A filed with the SEC for calendar year 2018, FMR LLC is the beneficial owner of 8,029,223 shares of Common Stock and has sole voting power over 2,283,418 shares of Common Stock and sole dispositive power over 8,029,223 shares of Common Stock.
|
|
(3)
|
Pursuant to a Schedule 13G/A filed with the SEC for calendar year 2018, BlackRock Inc. is the beneficial owner of and has sole dispositive power over 7,167,867 shares of Common Stock and has sole voting power over 6,751,714 shares of Common Stock.
|
30
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth, as of
February 20, 2019
, certain information with respect to the Common Stock that may be deemed to be beneficially owned by each director of the Company, by the NEOs as of
December 31, 2018
and by all such directors and Executive Officers as a group. The address for each of the directors and Executive Officers is c/o Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with his or her spouse, with respect to the Common Stock set forth in the following table.
|
Name of Beneficial Holder
|
Shares of Common Stock
(1)
|
Common Stock Shares Upon
Exercise of Options
(2)
|
Total Shares of Common Stock
|
Percentage
of Common Stock Class
(3)
|
|||||||
|
Philip Calian
|
99,137
|
|
—
|
|
99,137
|
|
*
|
||||
|
David Contis
(4)
|
19,364
|
|
—
|
|
19,364
|
|
*
|
||||
|
Constance Freedman
|
1,337
|
|
—
|
|
1,337
|
|
*
|
||||
|
Thomas Heneghan
(5)
|
344,536
|
|
—
|
|
344,536
|
|
*
|
||||
|
Tao Huang
|
11,018
|
|
14,284
|
|
25,302
|
|
*
|
||||
|
Roger Maynard
|
140,545
|
|
—
|
|
140,545
|
|
*
|
||||
|
Marguerite Nader
|
124,410
|
|
—
|
|
124,410
|
|
*
|
||||
|
Scott Peppet
|
2,000
|
|
—
|
|
2,000
|
|
*
|
||||
|
Sheli Rosenberg
(6)
|
593,516
|
|
—
|
|
593,516
|
|
*
|
||||
|
Paul Seavey
|
78,571
|
|
—
|
|
78,571
|
|
*
|
||||
|
Patrick Waite
|
102,679
|
|
—
|
|
102,679
|
|
*
|
||||
|
Samuel Zell
(7)
|
3,053,776
|
|
—
|
|
3,053,776
|
|
3.4%
|
||||
|
Directors and Executive Officers as a group (12 persons)
|
4,570,889
|
|
14,284
|
|
4,585,173
|
|
5.1%
|
||||
____________
* Less than 1%
(1) The Operating Partnership is the entity through which the Company conducts substantially all of its operations. Certain limited partners of the Operating Partnership own OP Units which are exchangeable for an equivalent number of shares of Common Stock. The shares of Common Stock beneficially owned includes OP Units that can be exchanged for an equivalent number of shares of Common Stock.
(2) The amounts shown in this column reflect shares of Common Stock subject to options, which are currently exercisable or exercisable within 60 days of the Record Date.
(3) In accordance with SEC regulations governing the determination of beneficial ownership of securities, the percentage of Common Stock beneficially owned by a person assumes that all OP Units held by the person are exchanged for Common Stock, that none of the OP Units held by other persons are so exchanged, that all options exercisable within 60 days of the Record Date to acquire Common Stock held by the person are exercised and that no options to acquire Common Stock held by other persons are exercised.
(4) 17,486 shares of Common Stock are held by the Contis Family Trust and 500 shares of Common Stock are held by Mr. Contis in custodial accounts for his grandchildren.
(5) Includes 130,236 shares of Common Stock beneficially owned by Mr. Heneghan's spouse, as to which Mr. Heneghan disclaims beneficial ownership.
(6) Includes 23,060 OP Units beneficially owned by Ms. Rosenberg, which are exchangeable into 23,060 shares of Common Stock. Also includes approximately 189,128 shares of Common Stock beneficially owned by Ms. Rosenberg's spouse, as to which Ms. Rosenberg disclaims beneficial ownership.
(7) Includes shares of Common Stock, OP Units and options to purchase share of Common Stock with respect to which Mr. Zell has voting and investment power which include the holdings held directly by Mr. Zell (sole power) and the holdings of Samuel Zell Revocable Trust and Samstock/SZRT, L.L.C. (shared power in both cases). Also includes 28,000 shares of Common Stock held by the Helen Zell Revocable Trust (“HZRT”) of which Helen Zell, Mr. Zell's spouse, is the trustee. Mr. Zell disclaims beneficial ownership of such shares held by HZRT except to the extent of any pecuniary interest therein. Approximately 1.8 million of such shares of Common Stock which are beneficially owned directly or indirectly by Mr. Zell or by entities controlled directly or indirectly by Mr. Zell are pledged as security for certain loans. The pledging arrangement has been in place for many years, has been closely monitored by our Board, is compliant with our Securities Pledging Policy and has fostered long-term investment by Mr. Zell, who has been Chairman since 1993 and a holder of our equity since our initial public offering in 1993.
In addition to the shares of Common Stock, OP Units and options set forth above, shares of Common Stock and OP Units are indirectly owned by irrevocable trusts established for the benefit of Mr. Zell and his family, the trustee of which is Chai Trust, a state-regulated corporate trust company. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power with respect to such shares of Common Stock or OP Units. Mr. Zell disclaims beneficial ownership of such shares of Common Stock and OP Units, except to the extent of any pecuniary interest therein. As reported on Amendment No. 2 to Statement on Schedule 13D filed with the Securities and Exchange Commission on October 23, 2015, Chai Trust and the shares of Common Stock and OP Units over which it has voting and investment power are a separate group for purposes of section 13(d)(3) of the Securities Exchange Act of 1934.
31
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to the SEC notice and access rules, we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about
March 21, 2019
, we will begin mailing to all stockholders of record at the close of business on Record Date a Notice of Internet Availability of Proxy Materials (the "Notice"). All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or may request to receive a set of the proxy materials in printed form by mail or electronically by email at no charge. Instructions on how to access the proxy materials over the Internet and how to request printed copies are included in the Notice.
How can I get electronic access to the proxy materials?
The Notice will provide you with instructions regarding how to:
|
•
|
View our proxy materials for the Annual Meeting on the Internet; and
|
|
•
|
Instruct us to send our future proxy materials to you electronically by email.
|
Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our Annual Meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
Who Is Entitled to Vote?
You are entitled to vote your shares of the Company's Common Stock on the Proposals if you held your shares of Common Stock at the close of business on the Record Date. As of the Record Date, a total of
89,929,609
shares of Common Stock were outstanding and entitled to vote. Each share of Common Stock entitles its holder to cast one vote for each matter to be voted upon.
What Is Required to Hold the Annual Meeting?
The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock outstanding and entitled to vote on the Record Date will constitute a quorum permitting business to be conducted at the Annual Meeting. If you have returned valid proxy instructions or you attend the Annual Meeting and vote in person, your shares of Common Stock will be counted for purposes of determining whether there is a quorum, even if you abstain from voting on any or all matters introduced at the Annual Meeting.
How Do I Vote?
Your vote is important.
Stockholders can vote in person at the Annual Meeting or by proxy. Stockholders can authorize a proxy over the Internet by following the instructions provided in the Notice, or if you requested printed copies of the proxy materials, you can also authorize a proxy by using a toll-free telephone number or completing a proxy card and mailing it in the postage-paid envelope provided. Please refer to your Notice or proxy card or the information forwarded by your bank, broker or other nominee to see which options are available to you. If you authorize a proxy over the Internet or by telephone, you do NOT need to return your proxy card. If you authorize a proxy, the individuals named on the proxy card as representatives will vote your shares of Common Stock in the manner you indicate. You may specify whether your shares of Common Stock should be voted for all, some or none of the nominees for director and whether your shares of Common Stock should be voted for or against the other proposals. Stockholders who wish to vote in person at the Annual Meeting will need to obtain a proxy from the broker, bank or other nominee that holds their shares of Common Stock of record.
Can I Change or Revoke My Proxy?
Yes, you may change your proxy at any time before the Annual Meeting by timely delivery of a properly executed, later-dated proxy (including Internet or phone proxy) or by voting in person at the Annual Meeting. You may revoke your proxy by filing a written notice with our Corporate Secretary at our address at any time before the Annual Meeting. The powers of the proxy holders will be suspended if you attend the Annual Meeting in person and request that they be so suspended. However, attendance (without further action) at the Annual Meeting will not by itself revoke a previously granted proxy.
32
What Vote is Needed to Approve Each Proposal?
Following are the votes needed to approve each Proposal at the Annual Meeting. For all Proposals a quorum must be present at the Annual Meeting.
Proposal 1: The affirmative vote of a plurality of all the votes cast by stockholders of record is necessary to elect the nominees for director.
Proposal 2: The affirmative vote of a majority of all the votes cast by stockholders of record is required to ratify the selection of Ernst & Young as our Independent Accountants for the year ending December 31,
2019
.
Proposal 3: The affirmative vote of a majority of all the votes cast by stockholders of record is required to approve, on a non-binding, advisory basis, the executive compensation of our named executive officers as disclosed in this Proxy Statement.
Proposal 4: The affirmative vote of the holders of record of two-thirds of all votes entitled to be cast is necessary to approve the amendment of the Company's Charter increasing from 200,000,000 to 400,000,000 the number of shares of Common Stock the Company is authorized to issue.
Other Matters: The affirmative vote of a majority of all the votes cast by stockholders of record is required to approve any other matters properly presented at the Annual Meeting for stockholder approval.
We will treat abstentions as shares of Common Stock that are present and entitled to vote for purposes of determining the presence or absence of a quorum. Abstentions do not constitute a vote "for" or "against" any matter being voted on at the Annual Meeting and will not be counted as "votes cast." Therefore, abstentions will have no effect on any of Proposals No. 1, 2 and 3, assuming a quorum is present, but will be considered as a vote "against" for Proposal No. 4. Broker "non-votes," or proxies from brokers or nominees indicating that such broker or nominee has not received instructions from the beneficial owner or other entity entitled to vote such shares of Common Stock on a particular matter with respect to which such broker or nominee does not have discretionary voting power, will be treated in the same manner as abstentions for purposes of the Annual Meeting. If you are a beneficial owner whose shares of Common Stock are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares of Common Stock on Proposal No. 2 even if the broker does not receive voting instructions from you. However, under NYSE rules, your broker does not have discretionary authority to vote on Proposals No. 1, 3 and 4 without instructions from you, in which case a broker "non-vote" will occur and your shares of Common Stock will not be voted on these matters but will have the effect of a vote "against" with respect to Proposal No. 4. None of the Proposals, if approved, entitle any of the stockholders to appraisal rights under Maryland law.
How is My Vote Counted?
If you properly execute a proxy by mail, telephone or over the Internet, and if we receive it prior to voting at the Annual Meeting, the shares of Common Stock that the proxy represents will be voted in the manner specified in the proxy. If no specification is made, the shares of Common Stock will be voted
"for" all nominees
named in this Proxy Statement for election as director,
"for"
ratification of the selection of Ernst & Young as our Independent Accountants for the year ending December 31,
2019
,
"for"
approval on a non-binding, advisory basis of the executive compensation disclosed in this Proxy Statement, "for" the approval of the Charter amendment to increase from 200,000,000 to 400,000,000 the number of shares of Common Stock the Company is authorized to issue, and as recommended by the Board with regard to all other matters in its discretion. It is not anticipated that any matters other than those set forth in this Proxy Statement will be presented at the Annual Meeting. If other matters are presented, proxies will be voted as recommended by the Board, or if there is no recommendation, in the discretion of the proxy holders. No valid stockholder proposals or nominations were received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.
Who is Soliciting My Proxy?
This solicitation of proxies is made by and on behalf of the Board. We will pay the cost of solicitation of the proxies. We have retained American Stock Transfer and Trust Company, LLC to assist, at a
de minimis
cost, in the solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may solicit proxies personally or by telephone at a
de minimis
cost. In addition, the Company has engaged MacKenzie Partners, Inc. to act as its proxy solicitor, at a
de minimis
cost.
No person is authorized on our behalf to give any information or to make any representations with respect to the Proposals other than the information and representations contained in this Proxy Statement, and, if given or made, such information and/or representations must not be relied upon as having been authorized, and the delivery of this Proxy Statement shall not, under any circumstances, create any implication that there has been no change in our affairs since the date hereof.
33
ADDITIONAL INFORMATION
Certain Relationships and Related Transactions
The Audit Committee is responsible for reviewing and approving all material transactions with any related party. Related parties include any of our directors or Executive Officers and their immediate family members. Our policy regarding related party transactions is outlined in our Business Ethics and Conduct Policy, a copy of which can be found on the Company’s website. Our Business Ethics and Conduct Policy requires all directors, officers and employees who may have a potential or apparent conflict of interest to immediately notify the Company’s Executive Vice President, General Counsel and Corporate Secretary. Further, to identify related party transactions, we submit and require our directors and Executive Officers to complete Director and Officer Questionnaires identifying any transactions with us in which the director, Executive Officer, or their family members have an interest.
Corporate Headquarters.
We lease office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Mr. Zell, Chairman of our Board of Directors. Payments made in accordance with the lease agreement to this entity amounted to approximately $1.4 million for each of the years ended
December 31, 2018
,
2017
and
2016
.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company’s Executive Officers and directors, and persons who own more than 10% of the Common Stock, to file reports of ownership and changes of ownership with the SEC and the NYSE. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of the copies of those forms received by the Company, or written representations from Executive Officers and directors that no Forms 5 were required to be filed for the fiscal year ended December 31, 2018, all appropriate Section 16(a) forms were filed in a timely manner. On January 2, 2019, Ms. Rosenberg acquired 173 shares of Common Stock through the ESPP and inadvertently a Form 4 was not filed when due, but was filed on January 9, 2019.
Stockholder Proposals for the 2020 Annual Meeting
Stockholder proposals intended to be presented at the 2020 annual meeting of stockholders must be received by our Corporate Secretary no later than November 22,
2019
, in order to be considered for inclusion in the Company's Proxy Statement and on the proxy card that will be solicited by the Board in connection with the 2020 annual meeting of stockholders.
In addition, if a stockholder desires to bring business before an annual meeting of stockholders, which is not the subject of a proposal for inclusion in the Company's proxy materials, the stockholder must follow the advance notice procedures outlined in the Company's Bylaws. The Company's current Bylaws provide that in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such annual meeting of stockholders, notice must generally be given to our Corporate Secretary no more than 90 days nor less than 60 days prior to the first anniversary of the preceding year's annual meeting of stockholders. The
2019
Annual Meeting is scheduled for
April 30, 2019
. Therefore, if a stockholder desires to present a proposal for the 2020 annual meeting of stockholders without seeking to include the proposal in the Company's proxy materials, the Company must receive notice of the proposal no earlier than January 31, 2020 and no later than March 1, 2020. Copies of the Bylaws may be obtained from our Corporate Secretary by written request.
2018
Annual Report
Stockholders are concurrently being furnished with a copy of the Company's
2018
Annual Report and Annual Report on Form 10-K. Additional copies of the
2018
Annual Report and Annual Report on Form 10-K and of this Proxy Statement are available at
http://www.astproxyportal.com/ast/26115
or by contacting Equity LifeStyle Properties, Inc, Attn: Investor Relations, at Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606 (toll-free number: 1-800-247-5279 or email:
investor_relations@equitylifestyle.com
). Copies will be furnished promptly at no additional expense.
34
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are our stockholders will be "householding" our proxy materials. A single Notice of Annual Meeting of Stockholders ("Notice") will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the impacted stockholders. Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and would prefer to receive a Notice, please notify us, by directing your request to: Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606; Attn: David Eldersveld, Corporate Secretary, Telephone: 312-279-1400. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request "householding" of their communications should contact their broker as specified above.
Other Matters
The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. If any other matters are properly presented at the Annual Meeting for action, it is intended that the persons named in the accompanying proxy and acting thereunder will vote in accordance with their discretion on such matters.
By Order of the Board of Directors
David P. Eldersveld
Executive Vice President, General Counsel and
Corporate Secretary
March 14, 2019
Chicago, Illinois
35
Appendix A
EQUITY LIFESTYLE PROPERTIES, INC.
Supplemental Information for the Compensation Discussion and Analysis in the
Proxy Statement for the
2019
Annual Meeting of Stockholders
INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO MOST DIRECTLY COMPARABLE GAAP MEASURES
The "Proxy Statement Summary" and "Compensation Discussion and Analysis" of this Proxy Statement contain Normalized Funds from Operations ("Normalized FFO"), a non-GAAP financial measure. Funds from Operations ("FFO") is a non-GAAP financial measure. We define FFO as net income, computed in accordance with GAAP, excluding gains and actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, impairments, if any, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. We receive non-refundable upfront payments from the entry of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of non-refundable right-to-use payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs; b) property acquisition and other transaction costs related to business combinations; and c) other miscellaneous non-comparable items. Normalized FFO presented herein is not necessarily comparable to Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.
We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of depreciation, amortization, impairments, if any, and actual or estimated gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our operations. For example, we believe that excluding the early extinguishment of debt, property acquisition and other transaction costs related to business combinations from Normalized FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.
Our definitions and calculations of these non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These non-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
36
The following table presents a calculation of FFO available for common stockholders and Normalized FFO available for common stockholders for the years ended December 31,
2018
,
2017
,
2016
, 2015 and 2014 (amounts in thousands):
|
Computation of Normalized Funds From Operations:
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||
|
Net income available for common stockholders
|
$
|
212,596
|
|
$
|
189,904
|
|
$
|
164,037
|
|
$
|
130,145
|
|
118,731
|
|
|||||
|
Income allocated to common OP Units
|
13,774
|
|
12,788
|
|
13,869
|
|
11,141
|
|
10,463
|
|
|||||||||
|
Right-to-use contract upfront payments, deferred, net
|
7,380
|
|
4,108
|
|
3,079
|
|
4,231
|
|
5,501
|
|
|||||||||
|
Right-to-use contract commissions, deferred, net
|
(813
|
)
|
(354
|
)
|
(223
|
)
|
(1,556
|
)
|
(2,617
|
)
|
|||||||||
|
Depreciation on real estate assets
|
120,212
|
|
111,014
|
|
106,736
|
|
102,934
|
|
100,159
|
|
|||||||||
|
Depreciation on rental homes
|
9,810
|
|
10,441
|
|
10,664
|
|
10,675
|
|
10,906
|
|
|||||||||
|
Amortization of in-place leases
|
7,187
|
|
2,231
|
|
3,373
|
|
2,358
|
|
3,999
|
|
|||||||||
|
Depreciation on unconsolidated joint ventures
|
1,816
|
|
1,533
|
|
1,292
|
|
1,081
|
|
903
|
|
|||||||||
|
Gain on sale of property
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,457
|
)
|
|||||||||
|
FFO available for common stockholders
|
371,962
|
|
331,665
|
|
302,827
|
|
261,009
|
|
248,045
|
|
|||||||||
|
Change in fair value of contingent consideration asset
|
—
|
|
—
|
|
—
|
|
—
|
|
(65
|
)
|
|||||||||
|
Insurance proceeds due to catastrophic weather event and other, net
|
(5,125
|
)
|
757
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
Early debt retirement
|
1,071
|
|
2,785
|
|
—
|
|
16,913
|
|
5,087
|
|
|||||||||
|
Litigation settlement, net
|
—
|
|
—
|
|
2,415
|
|
—
|
|
—
|
|
|||||||||
|
Transaction costs
|
—
|
|
724
|
|
1,217
|
|
1,130
|
|
1,647
|
|
|||||||||
|
Normalized FFO available for common stockholders
|
$
|
367,908
|
|
$
|
335,931
|
|
$
|
306,459
|
|
$
|
279,052
|
|
254,714
|
|
|||||
37
38
39
TABLE OF CONTENTS
Proxy Statement SummaryCorporate GovernanceGovernance Policies, Code of Ethics and Committee ChartersStockholders' Ability to Amend BylawsStockholder Communications with the BoardNon-Management Directors' Executive SessionsBoard Leadership Structure and Role in Risk OversightSecurities Pledging PolicyCommittees of the Board; MeetingsBoard Composition and RefreshmentExecutive Officers' Biographical InformationProposal No. 1 - Election of DirectorsIndependence of DirectorsNominee Information, Qualifications, Skills and ExperienceNominees' Biographical InformationDirector CompensationProposal No. 2 - Ratification of Selection of Independent Registered Public Accounting FirmAudit Committee ReportCompensation Discussion and AnalysisCompensation Committee ReportExecutive CompensationSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year EndOption Exercises and Stock VestedPotential Payments Upon Termination of Employment or Change in ControlCEO Pay RatioNarrative Disclosure of the Company's Compensation Policies and Practices as they Relate to Risk ManagementCompensation Committee Interlocks and Insider ParticipationProposal No. 3 Non-Binding, Advisory Vote on Executive CompensationProposal No. 4 Amendment to the Company's Charter Increasing from 200,000,000 to 400,000,000 the Number of Shares of Common Stock the Company is Authorized to IssueSecurity Ownership of Certain Beneficial OwnersSecurity Ownership of Management and DirectorsQuestions and Answers About the Annual MeetingAdditional InformationCertain Relationships and Related TransactionsSection 16(a) Beneficial Ownership Reporting ComplianceStockholder Proposals for the 2020 Annual Meeting2018 Annual ReportHouseholding of Proxy MaterialsOther MattersAppendix A