UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange
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by registration statement number, or the Form or Schedule and the
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(1)
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Form, Schedule or Registration Statement No.:
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Date Filed:
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March 27,
2008
Dear Stockholder:
You are cordially invited to attend the 2008 Annual Meeting of
Stockholders of AMB PROPERTY CORPORATION. The Annual Meeting
will be held on May 8, 2008, at 2:00 p.m., Pacific
time, at AMB Property Corporations global headquarters,
which are located at Pier 1, Bay 1, San Francisco,
California 94111. Information about the Annual Meeting and the
matters on which the stockholders will act is included in the
Notice of Annual Meeting of Stockholders and Proxy Statement
that follow. Also included is a proxy card and return envelope.
It is important that your shares be represented at the meeting.
Whether or not you plan to attend, please complete and return
your proxy card in the enclosed envelope as promptly as
possible. You may also vote your proxy via the Internet or by
telephone. Returning your proxy does not deprive you of your
right to attend the meeting and vote your shares in person.
AMBs 2007 Annual Report is also enclosed. We encourage you
to read our Annual Report and hope you will find its message
interesting and useful.
We are evaluating the possibility of furnishing proxy materials
to our stockholders on the Internet pursuant to the new
Securities and Exchange Commission rules for the 2009 Annual
Meeting of Stockholders instead of furnishing a full set
delivery by mail. In the meantime, you may view the 2008 proxy
materials electronically at
www.edocumentview.comamb
. In
addition, please see the Questions and Answers section in this
Proxy Statement for more information on how to sign up to
receive future proxy materials and our Annual Report
electronically.
Thank you for your continued interest in AMB.
Sincerely,
HAMID R. MOGHADAM
Chairman and CEO
This proxy statement and accompanying form of proxy are first
being mailed to you on or about March 27, 2008.
TABLE OF CONTENTS
AMB
PROPERTY CORPORATION
Pier 1, Bay 1
San Francisco, California 94111
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held May 8,
2008
To the Stockholders of AMB Property Corporation:
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TIME
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2:00 p.m., Pacific time, on May 8, 2008
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PLACE
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AMB Property Corporation, Pier 1, Bay 1, San Francisco,
California 94111
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ITEMS OF BUSINESS
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1. To elect nine directors to our Board of Directors to
serve until the next annual meeting of stockholders and until
their successors are duly elected and qualified.
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2. To ratify the selection of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the fiscal
year ending December 31, 2008.
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3. To transact such other business as may properly come
before the Annual Meeting or any adjournment(s) or
postponement(s) thereof.
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RECORD DATE
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Holders of shares of our common stock of record at the close of
business on March 6, 2008 are entitled to notice of and to
vote at the Annual Meeting or any adjournment(s) or
postponement(s) thereof.
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ANNUAL REPORT
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Our 2007 Annual Report is enclosed.
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PROXY VOTING
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It is important that your shares be represented and voted at the
Annual Meeting. You can vote your shares by one of the following
methods: vote by proxy over the Internet, by telephone
or
by mail using the instructions on the enclosed proxy card.
Any proxy may be revoked in the manner described in the
accompanying proxy statement at any time prior to its exercise
at the Annual Meeting.
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Important
Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held May 8,
2008
The 2008 proxy materials and our 2007 Annual Report are
available at
www.edocumentview.comamb.
By Order of the Board of Directors,
TAMRA D. BROWNE
Senior Vice President, General Counsel and Secretary
March 27, 2008
San Francisco, California
AMB
PROPERTY CORPORATION
Pier 1, Bay 1
San Francisco, California 94111
ANNUAL MEETING OF
STOCKHOLDERS
To Be Held May 8, 2008
INFORMATION
CONCERNING THE PROXY MATERIALS AND THE ANNUAL MEETING
Our Board of Directors is soliciting proxies to be voted at the
2008 Annual Meeting of Stockholders and at any adjournment(s) or
postponement(s) thereof. You are invited to attend our Annual
Meeting of Stockholders to be held on May 8, 2008 at our
global headquarters, which are located at Pier 1, Bay 1,
San Francisco, California 94111, beginning at
2:00 p.m., Pacific time (the Annual Meeting).
Your vote is very important. For this reason, our Board of
Directors is requesting that you permit your common stock to be
represented at the meeting by the proxies named on the enclosed
proxy card. This proxy statement contains important information
for you to consider when deciding how to vote on the matters
brought before the meeting. Please read it carefully.
Voting materials, which include this proxy statement, the proxy
card and our 2007 Annual Report to Stockholders, were mailed to
stockholders on or about March 27, 2008. Our global
headquarters are located at Pier 1, Bay 1, San Francisco,
California 94111, telephone
(415) 394-9000.
References herein to we, us,
our, the company and AMB
refer to AMB Property Corporation and its subsidiaries, unless
the context otherwise requires.
QUESTIONS
AND ANSWERS
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Q:
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Who may vote at the Annual Meeting?
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A:
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Holders of record of AMB Property Corporation common stock at
the close of business on the record date, March 6, 2008,
are entitled to notice of and to vote at the Annual Meeting. As
of March 6, 2008, there were 97,898,470 shares of our
common stock outstanding. Each issued and outstanding share of
common stock is entitled to one vote on each matter properly
brought before the Annual Meeting.
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Q:
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What proposals will be voted on at the Annual Meeting?
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A:
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At the Annual Meeting, you will be asked to consider and vote
upon two items of business.
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1. The election of nine directors to serve until the next
annual meeting of stockholders and until their successors are
duly elected and qualified; and
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2. The ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2008.
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We will also consider other business that may properly come
before the Annual Meeting.
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Q:
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How does the Board recommend that I vote?
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A:
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Our Board recommends that you vote:
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FOR each of the nominees to the Board;
and
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FOR ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2008.
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Q:
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What is the vote required to approve each of the
proposals?
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A:
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The following table sets forth the voting requirement with
respect to each of the proposals:
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Proposal 1
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Election of Directors
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Each director must be elected by a majority of the votes cast,
assuming that the number of nominees equals the number of
available director positions. Accordingly, to elect a particular
director nominee, the number of votes cast FOR a
director nominee by the holders of shares entitled to vote on
the election of directors and represented in person or by proxy
at the Annual Meeting must exceed the number of such votes cast
AGAINST that director nominee. In the event that
there are more nominees than the number of available director
positions, directors are elected by a plurality of the votes
cast. Please see the section entitled Majority Vote
Standard for Election of Directors for a more detailed
description of the majority voting procedures in our Bylaws and
Corporate Governance Principles.
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Proposal 2
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Ratification of appointment of independent registered public
accounting firm
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To be approved by stockholders, this proposal must receive the
affirmative FOR vote of a majority of votes cast on
this proposal at the Annual Meeting.
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For the election of directors, abstentions and, if applicable,
broker non-votes are not counted as votes cast and will have no
effect on the result of the vote. Abstentions and, if
applicable, broker non-votes will have no effect on the proposal
to ratify the selection of our independent registered public
accounting firm.
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Q:
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What is the quorum requirement for the meeting?
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A:
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A majority of the shares of common stock outstanding as of the
record date must be represented, in person or by proxy, at the
Annual Meeting in order to hold the meeting and transact
business. This is called a quorum.
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Your shares are counted as present at the meeting if you:
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are present and entitled to vote in person at the
meeting; or
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have properly submitted a proxy card or voted by
telephone or by using the Internet.
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If you are present at the meeting in person or by proxy, but you
abstain from voting on any or all proposals, your shares are
still counted as present and entitled to vote.
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Broker non-votes are also counted as present and
entitled to vote for purposes of determining a quorum. A broker
non-vote occurs when a nominee holding shares of our
common stock for a beneficial owner is present at the meeting in
person or by proxy, and entitled to vote, but does not vote on a
particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not
received instructions from the beneficial owner.
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Q:
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How can I vote my shares in person at the Annual Meeting?
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A:
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Your vote is important.
If your shares are
registered directly in your name with our transfer agent,
Computershare Trust Company, N.A., you are considered the
stockholder of record with respect to those shares, and the
proxy materials and proxy card are being sent directly to you by
AMB. As the stockholder of record, you have the right to vote in
person at the meeting. If you choose to vote in person at the
meeting, you can bring the enclosed proxy card or vote using the
ballot provided at the meeting. Even if you plan to attend the
Annual Meeting, we recommend that you vote your shares in
advance as described below so that your vote will be counted if
you later decide not to attend the Annual Meeting.
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Most of our stockholders hold their shares in street name
through a stockbroker, bank, trustee or other nominee rather
than directly in their own name. In that case, you are
considered the beneficial owner of shares held in street name,
and the proxy materials are being forwarded to you together with
a voting instruction card. As the beneficial owner, you are also
invited to attend the Annual Meeting. However, because a
beneficial owner is not the stockholder of record, you may not
vote these shares in person at the meeting unless you obtain a
legal
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proxy from the broker, bank, trustee or nominee that holds
your shares, which will give you the right to vote the shares at
the meeting. You will need to contact your broker, bank, trustee
or nominee to obtain a legal proxy, and you will need to bring
it to the meeting in order to vote in person.
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Q:
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How can I vote my shares without attending the Annual
Meeting?
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A:
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Whether you hold shares directly as a stockholder of record or
beneficially in street name, you may direct your vote without
attending the Annual Meeting. You may vote by granting a proxy,
or, for shares held in street name, by submitting voting
instructions to your stockbroker, bank, trustee or nominee. In
most cases, you will be able to do this by telephone, by using
the Internet or by mail. Please refer to the summary
instructions included with your proxy materials and on your
proxy card. For shares held in street name, the voting
instruction card will be included by your stockbroker, bank,
trustee or nominee.
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By Telephone or the Internet
If you have
telephone or Internet access, you may submit your proxy by
following the instructions included with your proxy materials
and on your proxy card.
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By Mail
You may submit your proxy by mail by
signing your proxy card, or, for shares held in street name, by
following the voting instruction card included by your
stockbroker, bank, trustee or nominee and mailing it in the
enclosed, postage-paid envelope. If you provide specific voting
instructions, your shares will be voted as you have instructed.
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The Internet and telephone proxy voting facilities for
stockholders of record will close at 11:59 p.m., Pacific
time, on May 7, 2008.
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The availability of telephone and Internet voting for beneficial
owners will depend on the voting processes of your broker, bank,
trustee or nominee. Therefore, we recommend that you follow the
voting instructions in the materials you received.
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If you vote by telephone or on the Internet, you do not have to
return your proxy card or voting instruction card.
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The Internet and telephone proxy voting procedures are designed
to authenticate stockholders by use of a control number and to
allow stockholders to confirm that their instructions have been
properly recorded. The method by which you vote will in no way
limit your right to vote at the Annual Meeting if you later
decide to attend in person.
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Q:
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How can I change my vote after I return my proxy card?
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A:
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You may revoke your proxy at any time and change your vote at
any time before the final vote at the Annual Meeting. If you are
a stockholder of record, you may do this by signing and
submitting a written notice to Tamra D. Browne,
Secretary of the Company, a new proxy card with a later date,
voting by telephone or by using the Internet (your latest
telephone or Internet proxy is counted) or by attending and
voting by ballot at the Annual Meeting. If you hold your shares
beneficially in street name, you will need to contact your
broker, bank, trustee or other nominee. Merely attending the
Annual Meeting will not revoke a proxy unless you specifically
request your proxy to be revoked.
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All shares that have been properly voted and not revoked will be
voted at the Annual Meeting.
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Q:
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What happens if I do not give specific voting
instructions?
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A:
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If you hold your shares directly in your name, and you sign and
return a proxy card without giving specific voting instructions,
the shares of common stock represented by that proxy will be
voted as recommended by the Board of Directors.
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If you hold your shares in street name through a broker, bank,
trustee or other nominee and do not provide your broker with
specific voting instructions, under the rules that govern
brokers in such circumstances, your broker will have discretion
to vote such shares on routine matters, but not on non-routine
matters. As a result, your broker will have the authority to
exercise discretion to vote your shares with respect to
Proposal 1 (election of directors) (assuming the number of
nominees equals the number of director positions) and
Proposal 2 (ratification of independent registered public
accounting firm), because each involves matters that are
considered routine.
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If no voting instructions are received from you, and provided
that you hold your shares in street name, typically, your broker
will turn in a proxy card for shares held in street name,
indicating a FOR vote on the routine matters.
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Q:
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How can I access the 2008 proxy materials and annual report
electronically?
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A:
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You may view a copy of the 2008 proxy materials and 2007 Annual
Report on the Internet by visiting
www.edocumentview.comamb
.
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You may also access an electronic copy of our 2007 Annual Report
at the Investor Relations page of our website,
www.amb.com
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Q:
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How may I elect to receive future proxy materials
electronically instead of by mail?
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A:
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If you wish to receive future proxy materials electronically by
email instead of by mail, you may register to do so at the
Investor Relations page of our website,
www.amb.com
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By choosing to receive your future proxy materials by email, you
would save us the cost of printing and mailing documents to you
and would reduce the impact of our annual stockholders
meetings on the environment. If you register to receive future
proxy materials electronically by email, you will receive an
email next year with instructions on how to access those proxy
materials and how to vote. If you change your email address in
the meantime, you will need to update your registration on the
site. Your election to receive proxy materials electronically by
email will remain in effect until you terminate it.
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Q:
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What happens if additional matters are presented at the
Annual Meeting?
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A:
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Other than the two items of business described in this proxy
statement, at the time this proxy statement went to press, we
did not anticipate that any other matters would be raised at the
Annual Meeting. If any other matters are properly presented at
the Annual Meeting for consideration, the persons named as
proxies and acting thereunder will have discretion to vote on
those matters for you.
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Q:
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Who will pay for the cost of this proxy solicitation?
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A:
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We will pay the cost of soliciting proxies. Proxies may be
solicited on our behalf by our directors, officers or employees
in person or by telephone, facsimile or other electronic means.
These people will not be specially compensated for their
solicitation of proxies.
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In accordance with the regulations of the U.S. Securities and
Exchange Commission and the New York Stock Exchange, we will
also reimburse brokerage firms and other custodians, nominees
and fiduciaries for their expenses incurred in sending proxies
and proxy materials to the beneficial owners of shares of our
common stock.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY
STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED AND THE DELIVERY OF THIS
PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF AMB
PROPERTY CORPORATION SINCE THE DATE OF THIS PROXY STATEMENT.
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Q:
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What is the deadline to propose actions for consideration at
the 2009 Annual Meeting or to nominate individuals to serve as
directors?
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A:
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You may submit proposals, including director nominations, for
consideration at our next annual meeting as follows:
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Deadline for Submitting Stockholder Proposals for Inclusion
in Our 2009 Proxy
Statement.
Rule 14a-8
of the Securities Exchange Act of 1934 provides that certain
stockholder proposals must be included in the proxy statement
for our Annual Meeting. For a stockholder proposal to be
considered for inclusion in the 2009 proxy statement for our
2009 Annual Meeting of Stockholders, our Secretary, Tamra D.
Browne, must receive the proposal at our principal executive
offices no later than November 27, 2008. The proposal must
comply with the
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Securities and Exchange Commission regulations under
Rule 14a-8
of the Securities Exchange Act of 1934 regarding the inclusion
of stockholder proposals in our proxy materials.
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Deadline for Submitting Stockholder Proposals not to be
Included in Our 2009 Proxy Statement.
If you
intend to present a proposal at our 2009 Annual Meeting, but you
do not intend to have it included in our 2009 proxy statement,
your proposal must be delivered to or mailed and received by our
Secretary not less than 50 days nor more than 75 days
prior to the meeting. If, however, less than 65 days
notice or prior public disclosure of the date of the 2009 Annual
Meeting is given or made to our stockholders, our Secretary must
receive a stockholders notice no later than the close of
business on the 15th day following the day on which notice of
the 2009 Annual Meeting date was mailed or publicly disclosed,
whichever occurs first.
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As set forth in our Bylaws, such stockholders notice must
contain, with respect to each proposed matter: a brief
description of the business and the reasons for conducting such
business at the Annual Meeting; your name; your record address;
and the class, series and number of shares you beneficially
hold. Please review our Bylaws for more information regarding
requirements to submit a stockholder proposal outside of
Rule 14a-8.
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Deadline for Submitting Nominations for
Directors.
Under our Bylaws, nominations for
director may be made only pursuant to the notice of the meeting,
by the Board or a committee of the Board, or by a stockholder
entitled to vote who delivered notice to us in accordance with
our Bylaws. If you want to nominate an individual for election
to our Board at the 2009 Annual Meeting, you must deliver a
written notice to our Secretary which is received not less than
50 days nor more than 75 days prior to the meeting.
If, however, less than 65 days notice or prior public
disclosure of the date of the 2009 Annual Meeting is given or
made to our stockholders, our Secretary must receive a
stockholders notice no later than the close of business on
the 15th day following the day on which notice of the 2009
Annual Meeting date was mailed or publicly disclosed, whichever
occurs first.
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As set forth in our Bylaws, such stockholders notice must
contain, with respect to each proposed nominee: the name, age,
business address and residence address of the proposed nominee;
the principal occupation or employment of the proposed nominee;
the class, series and number of shares beneficially held by the
proposed nominee; any other information relating to the proposed
nominee that is required to be disclosed under
Regulation 14A of the Securities Exchange Act of 1934; your
name and record address; and the class, series and number of
shares you beneficially hold. We may require a proposed nominee
to furnish other information to determine the eligibility of
such proposed nominee to serve as a one of our directors, as
well as the other items set forth under the
Nominating
and Governance Committee
section below.
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Copy of Bylaws.
A copy of the full text of our
Bylaws may be obtained by writing to our Secretary at Pier 1,
Bay 1, San Francisco, California 94111.
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The date of this proxy statement is March 27, 2008.
5
PROPOSAL 1:
ELECTION OF DIRECTORS
Our Board of Directors currently consists of nine directors. A
majority of the Board must be independent directors as defined
by the New York Stock Exchange listing standards. Our Board has
adopted the New York Stock Exchange listing standards of
director independence. In general, an independent director is a
director who the Board affirmatively determines has no material
relationship with us. Under the New York Stock Exchanges
rules, the following relationships are considered material and
will cause a director to be deemed not independent:
(i) a director who is, or within the past three years has
been, our employee, or who has an immediate family member who
is, or within the past three years has been, one of our
executive officers;
(ii) a director who has received, or has an immediate
family member who has received, during any twelve-month period
within the last three years, more than $100,000 in direct
compensation from us, other than director and committee fees and
pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way
on continued service);
(iii) a director who is (or has an immediate family member
who is) a current partner or employee of our internal or
external auditor;
(iv) a director who has an immediate family member who is a
current employee of our internal or external auditor and who
participates in the firms audit, assurance or tax
compliance (but not tax planning) practice;
(v) a director who was (or has an immediate family member
who was) within the last three years a partner or employee of
our internal or external auditor and personally worked on our
audit within that time;
(vi) a director who is or has been (or has an immediate
family member who is or has been) within the last three years,
employed as an executive officer of another company where any of
our present executive officers simultaneously serve or served on
that companys compensation committee; and
(vii) a director who is a current employee (or has an
immediate family member who is a current executive officer) of a
company that has made payments to, or received payments from, us
for property or services in an amount which, in any of the last
three fiscal years, exceeds the greater of $1 million, or
2% of such other companys consolidated gross revenues.
Our Board of Directors has affirmatively determined that eight
out of nine presently elected directors (specifically, T. Robert
Burke, David A. Cole, Lydia H. Kennard, J. Michael Losh,
Frederick W. Reid, Jeffrey L. Skelton, Thomas W.
Tusher and Carl B. Webb) are independent directors in accordance
with the New York Stock Exchange listing standards, our
corporate governance principles and our Bylaws. In determining
the independence of the members of the Board of Directors, the
Board considered Ms. Kennards position as the former
executive director of Los Angeles World Airports (LAWA), an
entity which has ground leases with AMB and may engage in
potential real property transactions with AMB, and
Mr. Burkes prior relationship with AMB as a
co-founder and as an employee until 2000, and determined that
none of these relationships affected the independence
determination with respect to such directors.
For J. Michael Losh, a majority of our Board, including the
chair of our Nominating and Governance Committee, waived the
limitation contained in our Corporate Governance Principles that
no director may serve on the boards of more than five other
public companies because the Board believes that
Mr. Loshs substantial ability, experience and
expertise in public company financial reporting and management
while serving as Chief Financial Officer of General Motors, a
Fortune 100 company, among other similar positions,
significantly benefits the Board and the company. The Board also
determined that Mr. Loshs service on other public
company boards did not hinder his service to the company as he
is currently retired and not serving in an executive officer
capacity for another company.
The shares represented by the enclosed proxy will be voted for
the election of each of the nominees named below, unless you
indicate in the proxy that your vote should be cast against any
or all of them or that you abstain. Each nominee elected as a
director will continue in office until his or her successor has
been duly elected and qualified, or until the earliest of his or
her resignation, retirement or death.
6
Nominees
For Director
The Board of Directors has proposed the following nominees for
election as directors at the Annual Meeting: Hamid R. Moghadam,
T. Robert Burke, David A. Cole, Lydia H. Kennard, J. Michael
Losh, Frederick W. Reid, Jeffrey L. Skelton, Thomas W. Tusher
and Carl B. Webb. Each of the nominees is currently serving as a
director of AMB Property Corporation. All members of the Board
serve a one-year term, which expires at the following annual
meeting of stockholders when their successors are duly elected
and qualified.
The Board of Directors recommends a vote FOR the election of
each of the nominees as directors.
Each of the nominees has consented to be named in this proxy
statement and to serve as a director if elected. Information
about each nominees share ownership is set forth under the
section entitled
Security Ownership of Certain
Beneficial Owners and Management.
The principal
occupation and certain other information regarding the nominees
are set forth below as of the record date.
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Hamid R. Moghadam
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Age:
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51
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Director since:
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1997
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AMB Board Committees:
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Member, Executive Committee
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Recent business and educational experience:
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One of the founders (in 1983) of the predecessor to AMB
Property Corporation, Mr. Moghadam has over 25 years
of experience in real estate. He is currently our Chairman and
Chief Executive Officer. Mr. Moghadam holds bachelors
and masters degrees in engineering from the Massachusetts
Institute of Technology and an M.B.A. degree from the Graduate
School of Business at Stanford University.
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Directorships and other memberships:
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Mr. Moghadam is a member of the board of trustees of Leland
Stanford Junior University, is the Chairman of the board of
directors of Stanford Management Company, and is a member of the
Stanford Graduate School of Business Advisory Council and its
Campaign Steering Committee. He is a former Chairman of the
Executive Committee and the Board of Governors of the National
Association of Real Estate Investment Trusts, is a former
Chairman of the Real Estate Investment Trust Political
Action Committee, is a former Chairman of the Northern
California Chapter of the Young Presidents Organization,
is a former member of the board of directors of Plum Creek
Timber Company, is a founding member of the Real Estate
Roundtable, is a former member of the advisory board of the Wine
Group and has served on various committees of the Massachusetts
Institute of Technology. In addition, as an active participant
in the San Francisco Bay Area community, Mr. Moghadam
has served and is currently serving on various philanthropic and
community boards, including the California Academy of Sciences
and Town School for Boys.
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T. Robert Burke
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Age:
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65
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Director since:
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1997
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AMB Board Committees:
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Chair, Executive Committee
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Recent business and educational experience:
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Mr. Burke is one of the founders (in 1983) of the
predecessor to AMB Property Corporation. From November 1997 to
December 1999, Mr. Burke was our Chairman of the Board. He
was formerly a senior
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real estate partner with Morrison & Foerster LLP and,
for two years, served as that firms Managing Partner for
Operations. Mr. Burke graduated from Stanford University
and holds a J.D. degree from Stanford Law School.
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Directorships and other memberships:
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Mr. Burke is a former member of the Board of Governors of
the National Association of Real Estate Investment Trusts, and
is a former Trustee of Stanford University. Mr. Burke is
also the former Chairman of the Board of Directors of the
Pension Real Estate Association.
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David A. Cole
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Age:
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65
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Director since:
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2000
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AMB Board Committees:
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Chair, Compensation Committee
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Recent business and educational experience:
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Mr. Cole was named Chairman of the Board and Chief
Executive Officer of Kurt Salmon Associates in January 1988. He
retired as Chief Executive Officer in December 1998 and
continued to serve as Chairman of the Board until January 2001.
Mr. Cole holds a bachelors degree in engineering from
Auburn University and has successfully completed the Advanced
Management Program at Harvard Business School.
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Directorships and other memberships:
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Mr. Cole is Chairman Emeritus of Kurt Salmon Associates,
Inc., a global management consulting firm, is a member of the
Board of Directors of PRG-Schultz International, Inc., a
publicly traded provider of audit recovery services, is Chairman
of their governance and nominating committee and serves on its
compensation committee, and is a member of the Board of
Directors of Americorp Holding, Inc, a privately held operator
of healthcare clinics. He is also a member of the Advisory Board
of Goizueza Business School at Emory University.
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Lydia H. Kennard
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Age:
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53
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Director since:
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2004
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AMB Board Committees:
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Chair, Nominating and Governance Committee; Member, Audit
Committee
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Recent business and educational experience:
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From 1999 to 2003 and again from October 2005 to February 2007,
Ms. Kennard served as Executive Director of Los Angeles
World Airports, a system of airports comprising Los Angeles
International, Palmdale Regional and Van Nuys General Aviation
Airports. She is currently a principal of Airport Property
Ventures, LLC. She served as Deputy Executive for Design and
Construction for Los Angeles World Airports from 1994 to 1999.
Ms. Kennard holds a juris doctorate from Harvard Law
School, a masters degree in city planning from the
Massachusetts Institute of Technology, and a bachelors
degree in urban planning and management from Stanford University.
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Directorships and other memberships:
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Ms. Kennard is a director of IndyMac Bank, a director of
Intermec, Inc., an industrial technologies company, a member of
the UniHealth Foundation Board, a member of the California Air
Resources Board, a
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trustee for RAND Corporation, a trustee for the University of
Southern California and a director of URS Corporation.
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J. Michael Losh
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Age:
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61
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Director since:
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2003
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AMB Board Committees:
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Chair, Audit Committee
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Recent business and educational experience:
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From July 2004 to his retirement in 2005, Mr. Losh served
as interim chief financial officer of Cardinal Health, Inc., a
health care products and services company. Mr. Losh spent
36 years with General Motors Corporation, most recently as
Executive Vice President and Chief Financial Officer of General
Motors from July 1994 through August 2000 and as chairman
of GMAC, General Motors financial services group, from
July 1994 until April 1999. He oversaw major capacity expansion
programs and integrated finance functions when he served as
finance director of General Motors de Brazil from 1979 to 1982
and as managing director of General Motors de Mexico from 1982
to 1984. Mr. Losh was elected Vice President of General
Motors and General Manager of the Pontiac Division in July 1984,
and in June 1989 was named Vice President and General Manager of
the Oldsmobile Division. From 1992 to 1994, Mr. Losh served
as Group Vice President in charge of North American Vehicle
Sales, Service and Marketing. Mr. Losh holds a B.S. degree
in Mechanical Engineering from Kettering University and an
M.B.A. from Harvard University.
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Directorships and other memberships:
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Mr. Losh currently serves on the boards of Cardinal Health,
Inc., where he serves on the audit, executive and nominating and
governance committees; AON Corporation, an insurance and risk
management company, where he serves on the governance and
nominating, finance and compensation committees; Masco
Corporation, a home improvement and building products company,
where he serves on the audit committee, the pricing committee
and the compensation committee; H.B. Fuller Company, a chemical
manufacturer, where he serves on the audit committee; and TRW
Automotive Inc., an automotive product company, where he serves
on the compensation and audit committees.
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Frederick W. Reid
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Age:
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57
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Director since:
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2003
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AMB Board Committees:
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Member, Compensation Committee; Member, Nominating and
Governance Committee
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Recent business and educational experience:
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Mr. Reid served as the Chief Executive Officer of Virgin
America, a startup airline that launched operations in August
2007, until January 2008. Mr. Reid joined Virgin America in
April 2004. Previously, Mr. Reid served as President and
Chief Operating Officer of Delta Airlines from May 2001 to
April 2004 and served as Executive Vice President and Chief
Marketing Officer of Delta from July 1998 to May 2001. Before
joining Delta Airlines, Mr. Reid served as President and
Chief Operating Officer of Lufthansa German Airlines from April
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1997 to June 1998, as Executive Vice President from 1996 to
March 1997 and as Senior Vice President, The Americas from
1991 to 1996. Between 1976 and 1991, Mr. Reid held various
management positions at Pan American World Airways and American
Airlines, based in Western Europe, the Middle East and South
Asia. Mr. Reid holds a B.A. degree in Asian Studies from
the University of California at Berkeley.
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Directorships and other memberships:
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He is a member of the Advisory Board for the Taub Institute for
Research on Alzheimers Disease and the Aging Brain.
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Jeffrey L. Skelton
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Age:
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58
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Director since:
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1997
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AMB Board Committees:
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Member, Audit Committee; Member, Executive Committee
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Recent business and educational experience:
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Mr. Skelton is currently President and Chief Executive
Officer of Symphony Asset Management, a subsidiary of Nuveen
Investments, Inc., an investment management firm. Prior to
founding Symphony Asset Management in 1994, he was with Wells
Fargo Nikko Investment Advisors from January 1984 to December
1993, where he served in a variety of capacities, including
Chief Research Officer, Vice Chairman, Co-Chief Investment
Officer and Chief Executive of Wells Fargo Nikko Investment
Advisors Limited in London. Dr. Skelton has a Ph.D. in
Mathematical Economics and Finance and an M.B.A. degree from the
University of Chicago, and was an Assistant Professor of Finance
at the University of California at Berkeley, Walter A. Haas
School of Business.
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Directorships and other memberships:
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None.
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Thomas W. Tusher
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Age:
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66
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Director since:
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1997
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AMB Board Committees:
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Member, Compensation Committee
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Recent business and educational experience:
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Mr. Tusher was President and Chief Operating Officer of
Levi Strauss & Co. from 1984 through 1996, when
he retired. Previously, he was President of Levi Strauss
International from 1976 to 1984. Mr. Tusher began his
career at Levi Strauss in 1969. He was a director of the
publicly-held Levi Strauss & Co. from 1978 to 1985,
and was named a director of the privately-controlled Levi
Strauss & Co. in 1989, a position he held until his
retirement at the end of 1996. Prior to joining Levi
Strauss & Co., Mr. Tusher was with Colgate
Palmolive from 1965 to 1969. Mr. Tusher has a
bachelors degree from the University of California at
Berkeley and an M.B.A. degree from the Graduate School of
Business at Stanford University.
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Directorships and other memberships:
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Mr. Tusher is a director of Amisfield Wine Company in New
Zealand. He is a former director of Dash America (Pearl Izumi),
Cakebread Cellars, Great Western Financial Corporation and the
San Francisco Chamber of Commerce. He is also Chairman
Emeritus and a member of the advisory board of the Walter A.
Haas School of Business at the
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University of California at Berkeley. Mr. Tusher is also a
director of the World Wildlife Fund, a member of the Board of
Trustees of the California Academy of Sciences and a former
director of the Advisory Council of Stanford Universitys
Graduate School of Business.
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Carl B. Webb
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Age:
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58
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Director since:
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2007
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AMB Board Committees:
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Member, Audit Committee; Member, Nominating &
Governance Committee
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Recent business and educational experience:
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Mr. Webb has served as the Co-Chairman of Triad Financial
Corporation, a privately held financial services company, since
July 2007 and the interim President and Chief Executive Officer
from August 2005 to July 2007. In addition, Mr. Webb has
served as a consultant to Hunters Glen Ford, Ltd., a
private investment partnership, since November 2002. Previously,
Mr. Webb was the President, Chief Operating Officer and
director of Golden State Bancorp Inc. and its subsidiary,
California Federal Bank, FSB, from September 1994 to November
2002. Prior to his affiliation with California Federal Bank,
FSB, Mr. Webb was the President and CEO of First Madison
Bank, FSB (from 1993 to 1994) and First Gibraltar Bank, FSB
(from 1988 to 1993), as well as President and Director of First
National Bank at Lubbock (from 1983 to 1988). Mr. Webb
received a Bachelor of Business Administration Degree from West
Texas A&M University and a Graduate Banking Degree from
Southwestern Graduate School of Banking at Southern
Methodist University.
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Directorships and other memberships:
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Mr. Webb is a director of Triad Financial Corporation,
Hilltop Holdings Inc., a publicly traded holding company that
anticipates seeking to make strategic acquisitions and
investments and that currently owns a property and casualty
insurance operation where he serves on the compensation
committee, M & F Worldwide Corp., a holding company
that manages two financial institution services companies and a
licorice flavorings manufacturer, where he serves on the audit
committee, and is a former director of Plum Creek Timber
Company, where he served on the audit and compensation
committees.
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Board of
Directors Meetings and Attendance
Pursuant to the Maryland General Corporation Law and our Bylaws,
our business, property and affairs are managed under the
direction of the Board of Directors. Members of the Board are
kept informed of our business through discussions with the
Chairman of the Board and our officers, by reviewing materials
provided to them and by participating in meetings of the Board
and its committees.
During 2007, the Board held six meetings and acted once by
unanimous written consent. Each incumbent director attended 75%
or more of the total number of meetings of the Board and the
committees of the Board on which such directors served. Six
directors attended the 2007 Annual Meeting of Stockholders. We
do not currently have a policy with regard to Board
members attendance at annual meetings.
The Nominating and Governance Committee selects a lead director
from the independent directors with at least one year of
service. The lead directors duties include chairing
executive sessions of the independent directors, facilitating
communications and resolving conflicts, if any, between the
independent directors, other members of
11
the Board and the management of the company, and consulting with
and providing counsel to the companys Chief Executive
Officer as needed or requested. Jeffrey L. Skelton served as
lead director for the 2007 fiscal year and will continue to
serve as lead director for the 2008 fiscal year.
Board
Committees, Memberships and Meetings
Our Board of Directors has an Audit Committee, a Compensation
Committee, an Executive Committee and a Nominating and
Governance Committee. The Board of Directors has determined that
each member of the Audit, Compensation, Nominating &
Governance Committees is an independent director in accordance
with the New York Stock Exchanges listing standards.
Current committee charters are available on our website at
http://www.amb.com
,
and in print to be sent to any of our stockholders upon request.
Requests for such copies should be addressed to: AMB Property
Corporation, Pier 1, Bay 1, San Francisco, California
94111, Attn: Investor Relations, telephone
(415) 394-9000.
The table below provides current and fiscal year 2007 membership
information for each Board committee.
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Nominating and
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Name
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Audit
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Compensation
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Governance
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Executive
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Afsaneh M.
Beschloss
(1)
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T. Robert Burke
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Chair
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David A.
Cole
(2)
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Chair
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Lydia H.
Kennard
(3)
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X
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Chair
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J. Michael Losh
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Chair*
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Hamid R. Moghadam
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X
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Frederick W. Reid
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X
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X
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Jeffrey L. Skelton
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X
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X
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Thomas W. Tusher
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X
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Carl B.
Webb
(4)
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X*
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X
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*
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Designated by the Board as audit committee financial
experts.
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(1)
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Ms. Beschloss served on the Board and the
Nominating & Governance Committee until July 31,
2007 when she retired from the Board and Nominating &
Governance Committee.
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(2)
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Mr. Cole served on our Nominating & Governance
Committee until May 11, 2007.
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(3)
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Ms. Kennard is expected to resign as a member of the Audit
Committee on April 1, 2008.
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(4)
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Mr. Webb began service on the Board after he was appointed
to the Board on August 2, 2007. He was also appointed to
the Audit Committee and Nominating & Governance
Committee on August 2, 2007.
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Audit Committee.
Our Board of Directors has a
separately-designated standing Audit Committee established in
accordance with section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended. Our Board of Directors has
determined that we have at least two audit committee financial
experts, J. Michael Losh and Carl B. Webb, serving on our Audit
Committee. Our Board has determined that Mr. Losh and
Mr. Webb are independent as this term is defined by the New
York Stock Exchanges listing standards. Our Board has
determined that Mr. Loshs simultaneous service on the
audit committees of more than two other public companies would
not impair his ability to effectively serve on the Audit
Committee of our Board of Directors. In reaching this
determination, the Board considered that Mr. Loshs
substantial ability, experience and expertise in public
financial reporting and management while serving as Chief
Financial Officer of General Motors, a Fortune 100 company,
among other similar positions, significantly benefits the Board
and the company. The Board also determined that
Mr. Loshs service on other public company boards did
not hinder his ability to serve on the Audit Committee as he is
currently retired and not serving in an executive officer
capacity for another company. The purposes of the Audit
Committee are to (a) assist the Board in the oversight of
(i) the integrity of our financial statements,
(ii) our compliance with legal and regulatory requirements,
(iii) the independent registered public accounting
firms qualifications and independence, (iv) our
internal control environment and risk management, including our
Code of Business Conduct, and (v) the
12
performance of the independent registered public accounting firm
and our internal audit function, and (b) prepare the report
of the Audit Committee, which is included in this proxy
statement. The Audit Committee held ten meetings during 2007.
Compensation Committee.
Our Board of Directors
determines the Committees membership and has also
determined that each of the members of the Compensation
Committee meets the experience requirements of our Bylaws. The
function of the Compensation Committee is to discharge the
Boards responsibilities relating to compensation of our
directors and executive officers. The Compensation Committee
operates under a written charter adopted by the Board of
Directors, which was amended on December 6, 2006. The
Committee and the Board periodically review and revise the
charter. During 2007, the Compensation Committee held five
meetings and acted once by unanimous written consent.
The Compensation Committee has overall responsibility for
approving and evaluating our director and employee compensation
plans, policies and programs, including our Third Amended and
Restated 1997 Stock Option and Incentive Plan, as amended, our
Amended and Restated 2002 Stock Option and Incentive Plan, as
amended, our 401(k) plan, the Amended and Restated AMB
Nonqualified Deferred Compensation Plan, the Amended and
Restated AMB 2005 Nonqualified Deferred Compensation Plan and
any other incentive programs, and recommending to the Board
compensation programs for our non-employee directors. For more
details regarding director compensation, please see the section
entitled
Compensation of Directors
below.
With respect to our executive management compensation, the
Compensation Committees role is to oversee AMBs
compensation plans and policies, annually review and determine
all executive officers compensation, and administer
AMBs equity incentive plans (including reviewing and
approving grants to AMBs executive officers). The
Compensation Committee meets at scheduled times during the year,
and it also considers and takes action by written consent. The
Compensation Committee Chairman reports on committee actions and
recommendations at Board meetings. As part of its function, the
Compensation Committee has established policies governing the
compensation and benefits of all our executives. The
Compensation Committee approves the compensation of our
executive officers, approves the bonus plan measures and goals,
and reviews an annual evaluation of our CEO to determine the
CEOs compensation as well as annual evaluations of our
other executives. In addition, the Compensation Committee
reviews and makes recommendations concerning proposals by our
management with respect to compensation, bonuses, long-term
incentive awards, agreements and other benefits and policies
respecting such matters for our employees.
The Compensation Committee also directly engages an outside
compensation consulting firm, Towers Perrin, to assist the
committee in its review of compensation for the executive
officers. On an annual basis, Towers Perrin reviews our
executive compensation program with the Compensation Committee
and assesses the competitiveness of compensation levels for the
executive officers to ensure that their compensation is aligned
with AMBs executive compensation philosophy. Towers Perrin
provides the Compensation Committee with a compensation analysis
of our peer group (as determined by the committee) using
information found in current proxy data and values each
component of compensation awarded including base salary, bonus,
equity awards and perquisites. The Compensation Committee
considers this analysis along with company business strategies
and objectives when setting annual compensation values for each
component of total remuneration for the executives.
The Compensation Committee administers the Third Amended and
Restated 1997 Stock Option and Incentive Plan, as amended, and
the Amended and Restated 2002 Stock Option and Incentive Plan,
as amended, under which grants of stock options, share
appreciation rights, shares of restricted stock and other awards
may be made to our employees, including our executive officers.
In order to facilitate the day-to-day management and
administration of the Amended and Restated 2002 Stock Option and
Incentive Plan, the Compensation Committee also typically
authorizes and approves a general grant or award of up to an
annual aggregate of 250,000 shares of common stock which
may be either incentive stock options, non-qualified stock
options or shares of restricted stock to be made available to
new employees and officers (excluding Section 16 officers)
of the company or its affiliates, and with the identity of the
recipients and the number of shares covered by the award to be
subsequently determined by our Chairman and Chief Executive
Officer (or his two designees), provided that no one individual
can receive more than 50,000 shares or options to purchase
shares of common stock, and provided further that his designees
may not authorize the award of more than 5,000 shares or
options to purchase shares of our common stock per individual.
13
The Compensation Committee also administers the
Section 401(k) Savings and Retirement Plan, the Amended and
Restated AMB Nonqualified Deferred Compensation Plan and the
Amended and Restated AMB 2005 Nonqualified Deferred Compensation
Plan. The Compensation Committee formed the following
subcommittees to administer the day to day operations of these
plans:
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AMB Property, L.P. Savings and Retirement Plan Committee to
administer the 401(k) Savings and Retirement Plan, whose members
currently include: the Chief Financial Officer; Senior Vice
President, Human Resources; Senior Vice President, General
Counsel & Secretary; and Director, Human
Resources; and
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Deferred Compensation Committee to administer the Amended and
Restated AMB Nonqualified Deferred Compensation Plan and the
Amended and Restated AMB 2005 Nonqualified Deferred Compensation
Plan, whose members currently include: the Chief Financial
Officer; Senior Vice President, General Counsel &
Secretary; and Senior Vice President, Human Resources.
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Executive Committee.
The Executive Committee
has the authority, within certain parameters, to acquire,
dispose of and finance investments for us (including the
issuance by AMB Property, L.P. of additional limited partnership
units or other equity interests) and approve the execution of
contracts and agreements including those related to the
borrowing of money by us and generally exercise all other powers
of the Board, except as prohibited by law. During 2007, the
Executive Committee held one meeting and acted once by unanimous
written consent.
Nominating and Governance Committee.
The
purposes of the Nominating and Governance Committee are
(a) to assist the Board by identifying individuals
qualified to become Board members and to recommend to the Board
nominees for the next annual meeting of stockholders,
(b) to recommend to the Board the corporate governance
principles applicable to us, (c) to lead the Board in its
annual review of its performance, and (d) to recommend to
the Board members and chairpersons of each committee. The
Nominating and Governance Committee met twice during 2007.
To identify potential nominees for the Board, the Nominating and
Governance Committee first evaluates the current members of the
Board willing to continue in service. Current members of the
Board are considered for re-nomination, balancing the value of
their continued service with that of obtaining new perspectives
and in view of our developing needs. If necessary, the
Nominating and Governance Committee then solicits ideas for
possible candidates from a number of sources, which can include
other Board members, senior management, individuals personally
known to members of the Board and research. The Nominating and
Governance Committee may also retain a third party to assist it
in identifying potential nominees, however, the committee has
not done so in the past. The Nominating and Governance Committee
will also consider nominees to our Board recommended by
stockholders with respect to elections to be held at an annual
meeting if notice of the nomination is timely delivered in
writing to our Secretary prior to the meeting. To be timely, the
notice must be delivered within the time permitted for
submission of a stockholder proposal as described under
Deadline for Submitting Nominations for Directors
in the Q&A section of this proxy. The notice must
include:
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information regarding the stockholder making the nomination,
including name, address, and the number of shares of our stock
beneficially owned by the stockholder;
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a representation that the stockholder is entitled to vote at the
annual meeting at which directors will be elected, and that the
stockholder intends to appear in person or by proxy at the
meeting to nominate the person(s) specified in the notice;
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the name and address of the person(s) being nominated and such
other information regarding each nominee that would be required
in a proxy statement filed pursuant to the U.S. Securities
and Exchange Commissions proxy rules if the person had
been nominated for election by the Board of Directors;
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a description of any arrangements or understandings between the
stockholder and such nominee and any other persons (including
their names), pursuant to which the nomination is made;
|
|
|
|
the consent of each such nominee to serve as a director if
elected; and
|
14
|
|
|
|
|
to facilitate procedures for majority voting for directors, a
statement as to whether such person will, if elected, tender his
or her resignation from the Board to be effective if not
subsequently re-elected by the requisite vote.
|
The Nominating and Governance Committee will evaluate nominees
recommended by stockholders against the same criteria that it
uses to evaluate other nominees. These criteria include the
candidates skills, experience and personal qualities, as
well as the other factors discussed in the Nominating and
Governance Committee charter, which are evaluated in the context
of the perceived needs of the Board at any given point in time.
Majority
Vote Standard for Election of Directors
In February 2007, the Board approved an amendment to our Bylaws,
which changed the vote standard for election of directors from a
plurality standard to a majority vote of the votes
cast standard in uncontested elections of directors.
Accordingly, directors are required to be elected by the
majority of votes cast by the shares present in person or
represented by proxy with respect to such director in
uncontested elections. A majority of the votes cast means that
the number of shares voted for a director must
exceed the number of votes against (or, if
applicable, withheld from) that director. In a contested
election (where the number of director nominees exceeds the
number of directors to be elected at a meeting), the vote
standard will be a plurality of the votes cast with respect to
such director. In the event of a contested election where the
plurality vote standard applies, votes cast for a
director nominee will be counted for such nominee, and votes
cast against or which abstain in respect
of a director nominee, will be counted as withheld
from such nominee.
If a nominee who is serving as a director is not elected at the
Annual Meeting, then, under Maryland law, such director would
continue to serve as a holdover director. Under our
Bylaws, any director who fails to be elected shall tender his or
her resignation to the Board, subject to acceptance. The
Nominating and Governance Committee will make a recommendation
to the Board on whether to accept or reject the resignation, or
whether other action should be taken. The Board will then act on
the Nominating and Governance Committees recommendation
and publicly disclose its decision and the rationale behind it
within 90 days from the date of the certification of
election results. In accordance with our Corporate Governance
Principles, if the resignation is not accepted, the director
will continue to serve until the next annual meeting and until
the directors successor is elected and qualified. The
director who tenders his or her resignation will not participate
in the Boards decision. Non-incumbent directors who are
not elected at the Annual Meeting would not become directors and
would not serve on the Board as a holdover director.
In 2008, all nominees for the election of directors are
currently serving on the Board.
Compensation
of Directors
The following table details compensation earned or paid to and
equity accrued toward vesting for our independent directors in
the year ended December 31, 2007. Our employee director did
not receive additional compensation for his service on the Board.
Director
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
Stock
|
|
|
Option
|
|
|
All Other
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
(1)(2)(3)
|
|
|
($)
(1)(3)(4)
|
|
|
($)
(5)
|
|
|
($)
|
|
|
Afsaneh M. Beschloss
|
|
|
5,500
|
|
|
|
28,219
|
|
|
|
0
|
|
|
|
|
|
|
|
33,179
|
|
T. Robert Burke
|
|
|
18,500
|
|
|
|
62,968
|
|
|
|
52,922
|
|
|
|
|
|
|
|
134,390
|
|
David A. Cole
|
|
|
30,500
|
|
|
|
81,223
|
|
|
|
31,656
|
|
|
|
|
|
|
|
143,379
|
|
Lydia H. Kennard
|
|
|
36,500
|
|
|
|
62,968
|
|
|
|
52,922
|
|
|
|
|
|
|
|
152,390
|
|
J. Michael Losh
|
|
|
39,000
|
|
|
|
62,968
|
|
|
|
52,922
|
|
|
|
|
|
|
|
154,890
|
|
Frederick W. Reid
|
|
|
22,500
|
|
|
|
104,942
|
|
|
|
|
|
|
|
|
|
|
|
127,442
|
|
Jeffrey L. Skelton
|
|
|
36,500
|
|
|
|
62,968
|
|
|
|
52,922
|
|
|
|
|
|
|
|
152,390
|
|
Thomas W. Tusher
|
|
|
17,500
|
|
|
|
93,937
|
|
|
|
20,791
|
|
|
|
|
|
|
|
132,219
|
|
Carl B. Webb
|
|
|
14,000
|
|
|
|
50,214
|
|
|
|
79,000
|
|
|
|
|
|
|
|
143,214
|
|
15
|
|
|
(1)
|
|
Measured as value of compensation expense recognized by the
company for financial statement reporting purposes in
fiscal-year 2007, computed pursuant to Financial Accounting
Standards Boards Statement of Financial Accounting
Standards No. 123 (revised 2004),
Share Based Payment
(FAS 123R).
|
|
(2)
|
|
The grant date fair value of each restricted stock award
expensed during 2007 and included in the Director Compensation
Table, estimated using the closing sales price of our common
stock on the date of each grant, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
|
Total
|
|
|
Fair Value
|
|
|
|
|
|
|
# of Shares
|
|
|
Fair Value
|
|
|
Grant Date
|
|
|
Expensed in
|
|
Director
|
|
Grant Date
|
|
|
Granted
|
|
|
per Share
|
|
|
Fair Value
|
|
|
2007
|
|
|
Afsaneh M. Beschloss
|
|
|
May 11, 2006
|
|
|
|
2,179
|
|
|
$
|
50.48
|
|
|
$
|
109,996
|
|
|
$
|
27,499
|
|
|
|
|
May 10, 2007
|
|
|
|
2,013
|
|
|
$
|
59.59
|
|
|
$
|
119,955
|
|
|
$
|
720
|
|
T. Robert Burke
|
|
|
May 11, 2006
|
|
|
|
1,307
|
|
|
$
|
50.48
|
|
|
$
|
65,977
|
|
|
$
|
16,494
|
|
|
|
|
May 10, 2007
|
|
|
|
1,208
|
|
|
$
|
59.59
|
|
|
$
|
71,985
|
|
|
$
|
46,474
|
|
David A. Cole
|
|
|
May 11, 2006
|
|
|
|
1,525
|
|
|
$
|
50.48
|
|
|
$
|
76,982
|
|
|
$
|
19,245
|
|
|
|
|
May 10, 2007
|
|
|
|
1,611
|
|
|
$
|
59.59
|
|
|
$
|
96,000
|
|
|
$
|
61,978
|
|
Lydia H. Kennard
|
|
|
May 11, 2006
|
|
|
|
1,307
|
|
|
$
|
50.48
|
|
|
$
|
65,977
|
|
|
$
|
16,494
|
|
|
|
|
May 10, 2007
|
|
|
|
1,208
|
|
|
$
|
59.59
|
|
|
$
|
71,985
|
|
|
$
|
46,474
|
|
J. Michael Losh
|
|
|
May 11, 2006
|
|
|
|
1,307
|
|
|
$
|
50.48
|
|
|
$
|
65,977
|
|
|
$
|
16,494
|
|
|
|
|
May 10, 2007
|
|
|
|
1,208
|
|
|
$
|
59.59
|
|
|
$
|
71,985
|
|
|
$
|
46,474
|
|
Frederick W. Reid
|
|
|
May 11, 2006
|
|
|
|
2,179
|
|
|
$
|
50.48
|
|
|
$
|
109,996
|
|
|
$
|
27,499
|
|
|
|
|
May 10, 2007
|
|
|
|
2,013
|
|
|
$
|
59.59
|
|
|
$
|
119,955
|
|
|
$
|
77,443
|
|
Jeffrey L. Skelton
|
|
|
May 11, 2006
|
|
|
|
1,307
|
|
|
$
|
50.48
|
|
|
$
|
65,977
|
|
|
$
|
16,494
|
|
|
|
|
May 10, 2007
|
|
|
|
1,208
|
|
|
$
|
59.59
|
|
|
$
|
71,985
|
|
|
$
|
46,474
|
|
Thomas W. Tusher
|
|
|
May 11, 2006
|
|
|
|
1,307
|
|
|
$
|
50.48
|
|
|
$
|
65,977
|
|
|
$
|
16,494
|
|
|
|
|
May 10, 2007
|
|
|
|
2,013
|
|
|
$
|
59.59
|
|
|
$
|
119,955
|
|
|
$
|
77,443
|
|
Carl B. Webb
|
|
|
September 27, 2007
|
|
|
|
2,000
|
|
|
$
|
59.20
|
|
|
$
|
118,400
|
|
|
$
|
50,214
|
|
|
|
|
|
|
The compensation expense for each of these grants was amortized
over the vesting period, and consequently, a portion of each of
these grants was recognized as compensation expense in fiscal
year 2007 in accordance with FAS 123R.
|
|
(3)
|
|
As of December 31, 2007, our directors (or then former
director, in the case of Ms. Beschloss) held the following
number of shares of our unvested restricted stock and options to
purchase shares of our common stock:
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
|
Number of Options to
|
|
|
|
AMB Unvested
|
|
|
Purchase AMB
|
|
|
|
Restricted Stock
|
|
|
Common Stock
|
|
|
|
Held as of
|
|
|
Held as of
|
|
|
|
December 31,
|
|
|
December 31,
|
|
Director
|
|
2007
|
|
|
2007
|
|
|
Afsaneh M. Beschloss
|
|
|
0
|
|
|
|
20,000
|
|
T. Robert Burke
|
|
|
1,208
|
|
|
|
146,152
|
|
David A. Cole
|
|
|
1,611
|
|
|
|
65,952
|
|
Lydia H. Kennard
|
|
|
1,208
|
|
|
|
42,233
|
|
J. Michael Losh
|
|
|
1,208
|
|
|
|
69,460
|
|
Frederick W. Reid
|
|
|
2,013
|
|
|
|
20,000
|
|
Jeffrey L. Skelton
|
|
|
1,208
|
|
|
|
89,082
|
|
Thomas W. Tusher
|
|
|
2,013
|
|
|
|
126,423
|
|
Carl B. Webb
|
|
|
2,000
|
|
|
|
20,000
|
|
16
|
|
|
|
|
All of our restricted stock and option grants to our directors
vest annually on the first anniversary of grant assuming
continued service. In addition, certain directors have elected
to defer all of a portion of their unvested restricted stock
into our nonqualified deferred compensation plan as of the
vesting date.
|
|
(4)
|
|
The grant date fair value of each option award expensed during
2007 and included in the Director Compensation Table, estimated
using the Black-Scholes value of such option award, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# of Shares
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Underlying
|
|
|
Grant Date
|
|
|
Total
|
|
|
Fair Value
|
|
|
|
|
|
|
Options
|
|
|
Fair Value
|
|
|
Grant Date
|
|
|
Expensed in
|
|
Director
|
|
Grant Date
|
|
|
Granted
|
|
|
per Share
|
|
|
Fair Value
|
|
|
2007
|
|
|
Afsaneh M. Beschloss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Robert Burke
|
|
|
May 11, 2006
|
|
|
|
9,738
|
|
|
$
|
8.54
|
|
|
$
|
83,163
|
|
|
$
|
20,791
|
|
|
|
|
May 10, 2007
|
|
|
|
4,729
|
|
|
$
|
10.15
|
|
|
$
|
47,999
|
|
|
$
|
32,131
|
|
David A. Cole
|
|
|
May 11, 2006
|
|
|
|
7,304
|
|
|
$
|
8.54
|
|
|
$
|
62,376
|
|
|
$
|
15,594
|
|
|
|
|
May 10, 2007
|
|
|
|
2,364
|
|
|
$
|
10.15
|
|
|
$
|
23,995
|
|
|
$
|
16,062
|
|
Lydia H. Kennard
|
|
|
May 11, 2006
|
|
|
|
9,738
|
|
|
$
|
8.54
|
|
|
$
|
83,163
|
|
|
$
|
20,791
|
|
|
|
|
May 10, 2007
|
|
|
|
4,729
|
|
|
$
|
10.15
|
|
|
$
|
47,999
|
|
|
$
|
32,131
|
|
J. Michael Losh
|
|
|
May 11, 2006
|
|
|
|
9,738
|
|
|
$
|
8.54
|
|
|
$
|
83,163
|
|
|
$
|
20,791
|
|
|
|
|
May 10, 2007
|
|
|
|
4,729
|
|
|
$
|
10.15
|
|
|
$
|
47,999
|
|
|
$
|
32,131
|
|
Frederick W. Reid
|
|
|
May 11, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 10, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey L. Skelton
|
|
|
May 11, 2006
|
|
|
|
9,738
|
|
|
$
|
8.54
|
|
|
$
|
83,163
|
|
|
$
|
20,791
|
|
|
|
|
May 10, 2007
|
|
|
|
4,729
|
|
|
$
|
10.15
|
|
|
$
|
47,999
|
|
|
$
|
32,131
|
|
Thomas W. Tusher
|
|
|
May 11, 2006
|
|
|
|
9,738
|
|
|
$
|
8.54
|
|
|
$
|
83,163
|
|
|
$
|
20,791
|
|
|
|
|
May 10, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl B. Webb
|
|
|
Aug 2, 2007
|
|
|
|
20,000
|
|
|
$
|
8.03
|
|
|
$
|
160,600
|
|
|
$
|
79,000
|
|
|
|
|
|
|
The compensation expense for each of these grants was amortized
over the vesting period of one year, and consequently, a portion
of each of these grants was recognized as compensation expense
in fiscal year 2007 in accordance with FAS 123R.
|
|
|
|
The fair value of option grant expense reported in the Director
Compensation Table was estimated using the Black-Scholes option
pricing model with the following assumptions used for grants
made in 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
Expected
|
|
|
Risk-Free
|
|
|
Expected
|
|
Grant Year
|
|
Yield
|
|
|
Volatility
|
|
|
Interest Rates
|
|
|
Life
|
|
|
May 2007
|
|
|
3.4
|
%
|
|
|
18.7
|
%
|
|
|
4.5
|
%
|
|
|
6 years
|
|
August 2007
|
|
|
4.1
|
%
|
|
|
20.5
|
%
|
|
|
4.5
|
%
|
|
|
6 years
|
|
May 2006
|
|
|
3.5
|
%
|
|
|
17.9
|
%
|
|
|
4.6
|
%
|
|
|
6 years
|
|
|
|
|
|
|
See Part IV, Item 15: Note 11 of the Notes
to Consolidated Financial Statements in our annual report
filed on Form
10-K
for the
fiscal year ended December 31, 2007 and Part IV,
Item 15: Note 12 of the Notes to Consolidated
Financial Statements in our annual report filed on
Form 10-K
for the fiscal year ended December 31, 2006 for more
detailed information regarding these assumptions.
|
|
|
|
The impact of such stock option grants on our total compensation
expense as well as the number of stock options granted to each
director in 2006, for 2005 performance, that vest in 2007, and
in 2007, for 2006 performance, that vest in 2008 was based on
the grant date fair value described above.
|
|
(5)
|
|
Dividends were paid on the unvested restricted stock granted to
our directors, executive officers and other employees. Their
value is not included in this column because the amounts are
factored into the grant date fair value of the award. For fiscal
year 2007, the dividend rate was $0.50 per share and was not
preferential. During
|
17
|
|
|
|
|
fiscal year 2007, each of the directors earned the following
dividend amounts on their shares of unvested restricted stock:
|
|
|
|
|
|
|
|
2007 Dividends Earned on Shares of
|
|
Director
|
|
AMB Unvested Restricted Stock
|
|
|
Afsaneh M. Beschloss
|
|
|
$4,105
|
|
T. Robert Burke
|
|
|
$2,463
|
|
David A. Cole
|
|
|
$3,075
|
|
Lydia H. Kennard
|
|
|
$2,463
|
|
J. Michael Losh
|
|
|
$2,463
|
|
Frederick W. Reid
|
|
|
$4,105
|
|
Jeffrey L. Skelton
|
|
|
$2,463
|
|
Thomas W. Tusher
|
|
|
$3,268
|
|
Carl B. Webb
|
|
|
$1,000
|
|
|
|
|
|
|
The spouses of certain of the directors accompanied such
directors to certain business functions and events during the
year; however, travel expenses for the spouses were not paid by
the company except for miscellaneous incidental expenses. We
believe the incremental cost to the company for the costs of
such incidental travel and entertainment expenses were less than
$10,000 per each director; therefore, such amounts are not
reflected in this column.
|
Director
Compensation Philosophy
The Boards overall compensation philosophy in connection
with our non-employee directors is to provide a mix of cash and
equity-based compensation with a total compensation level
targeted at the 50th percentile of general industry
companies with market capitalization similar to AMBs, but
within the constraints of the 90th percentile of our peer
companies relative to directors at real estate investment trust,
or REIT, peers based on an analysis performed by our
compensation consultant, Towers Perrin. Officers who may also
serve as a member of our Board of Directors are not paid any
directors fees nor granted equity as directors in addition
to their regular employee compensation.
Meeting
Fees and Cash Retainers for Non-Employee Directors
For fiscal year 2007, each non-employee director received each
of the applicable retainers and fees set forth below for
attending Board of Directors and committee meetings
and/or
serving as a committee chair or the lead director:
|
|
|
|
|
Fee per Board Meeting:
|
|
$
|
2,000
|
|
Fee per Committee Meeting:
|
|
$
|
1,500
|
|
Annual Retainer for Lead Director:
|
|
$
|
8,000
|
|
Annual Retainer for Committee Chairs:
|
|
|
|
|
Audit Committee
|
|
$
|
12,000
|
|
Compensation Committee
|
|
$
|
8,000
|
|
Nominating & Governance
Committee
|
|
$
|
8,000
|
|
Executive Committee
|
|
$
|
5,000
|
|
Each non-employee director is also reimbursed for reasonable
expenses incurred to attend Board and committee meetings and
educational or property tour programs.
Director
Equity Compensation
Upon initial election to the Board, each non-employee director
automatically receives an initial stock option grant under our
Amended and Restated 2002 Stock Option and Incentive Plan, as
amended, to purchase
18
20,000 shares of our common stock. This initial stock
option grant fully vests on the date of the next annual meeting
of stockholders and has a term of ten years within which it can
be exercised.
In addition to the directors automatic initial stock
option grants, we grant stock options
and/or
restricted common stock to our non-employee directors on a
discretionary basis under our Amended and Restated 2002 Stock
Option and Incentive Plan. Such stock option grants are granted
at an exercise price equal to the fair market value of our
common stock on the date of grant. The Board of Directors
determines the amount of stock options
and/or
restricted stock to be granted to non-employee directors on an
annual basis. In making this determination, the Board of
Directors considers analyses of our compensation consultant to
determine competitive director compensation practices of
publicly traded real estate investment trusts and of publicly
traded companies in general industry having total market
capitalizations comparable to us. We expect that non-employee
directors re-elected at each annual meeting of stockholders will
be granted additional stock options
and/or
restricted stock by the Board of Directors.
During 2007, upon re-election, each non-employee director
received a subsequent grant of restricted common stock, stock
options or any combination of both, at their option, valued in
the aggregate at $120,000 (so long as the restricted stock
portion equaled at least 60% of the value of their election).
Vote
Required
Under the majority vote standard for the election of directors,
a majority of the votes cast at a meeting at which a quorum is
present, either in person or by proxy, is required for the
election of each director nominee (
i.e.,
the number of
shares voted for a director nominee must exceed the
number of votes against that director nominee for
such nominee to be elected). Under such standard, abstentions
and broker non-votes are not counted for purposes of
the election of directors and do not have any effect on the
result of the vote for the election of directors. In the event
that there are more nominees than director positions available,
the plurality vote standard will apply and a proxy submitted and
identifying a vote against or abstaining from voting
in respect of a director nominee will be cast by the named
proxies at the annual meeting as a vote withheld.
The Board recommends a vote FOR the election of each of the
nine director nominees to serve until the next annual meeting of
stockholders and until their respective successors are duly
elected and qualified.
19
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committee, our Board of
Directors has selected PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the fiscal
year ending December 31, 2008 and has further directed that
management submit the selection of our independent registered
public accounting firm for ratification by the stockholders at
the Annual Meeting. PricewaterhouseCoopers LLP has audited our
financial statements since May 8, 2002. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the
Annual Meeting and will have the opportunity to make statements
if they desire and to respond to appropriate questions from
stockholders.
Stockholder ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm is not required by our Bylaws or otherwise.
However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to our stockholders for ratification
as a matter of good corporate practice. If the stockholders fail
to ratify the selection, the Audit Committee and the Board will
reconsider whether or not to retain that firm. Even if the
selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of a different
independent registered public accounting firm at any time during
the year if they determine that such a change would be in the
best interests of our stockholders.
Fees Paid
to Our Independent Registered Public Accounting Firm
During 2006 and 2007, we retained PricewaterhouseCoopers LLP as
our independent registered public accounting firm to provide
services in the following categories and amounts:
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2007
|
|
|
Audit
Fees
(1)
|
|
$
|
1,746,602
|
|
|
$
|
2,952,305
|
|
Audit-Related
Fees
(2)
|
|
|
404,500
|
|
|
|
508,500
|
|
Tax
Fees
(3)
|
|
|
1,746,334
|
|
|
|
3,203,655
|
|
All Other
Fees
(4)
|
|
|
0
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
3,897,436
|
|
|
$
|
6,666,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Audit Fees include amounts related to professional services
rendered in connection with the audits of our annual financial
statements and those of our subsidiaries, the reviews of our
quarterly financial statements, the audit of our internal
control over financial reporting and other services that are
normally provided by the auditor in connection with statutory
and regulatory filings or engagements.
|
|
(2)
|
|
Audit-Related Fees include amounts billed for assurance and
related services that are reasonably related to the performance
of the audit or review of our financial statements but are not
reported under Audit Fees. These amounts primarily
related to acquisition due diligence and consultations on
financial accounting and reporting standards.
|
|
(3)
|
|
Tax Fees include amounts billed for professional services
rendered in connection with tax compliance, tax advice and tax
planning. These amounts primarily related to certain tax
services, including tax advisory and consulting services and tax
advice relating to development, acquisition and disposition
activities.
|
|
(4)
|
|
All Other Fees include amounts related to technical research
tools.
|
The Audit Committees policy is to pre-approve all audit
and non-audit services provided by our independent registered
public accounting firm. Pre-approval is generally provided for
up to one year and is detailed as to the particular services or
category of services. The Audit Committee has delegated
pre-approval authority to its chair for instances when approval
outside of the scope of services previously approved is
necessary prior to an Audit Committee meeting. Our independent
registered public accounting firm and management are required to
periodically report to the full Audit Committee regarding the
extent of services provided by the independent registered public
accounting firm in accordance with the pre-approval authority,
and the fees for the services performed to such date. In the
years ended December 31, 2007 and 2006, the Audit Committee
or its chair approved all of the fees
20
paid to the independent registered public accounting firm under
the categories Audit, Audit-Related, Tax and All Other Fees
described above prior to the rendering of such services.
The Audit Committee has considered whether the provision of
non-audit services by PricewaterhouseCoopers LLP is compatible
with maintaining their independence, and determined it was so.
Vote
Required
The affirmative vote of a majority of the votes cast at the
Annual Meeting, at which a quorum is present, either in person
or by proxy, is required to approve this proposal. Abstentions
and broker non-votes are not counted for purposes of
the ratification of the selection of the independent registered
public accounting firm and do not have an effect on the result
of the vote for this proposal.
The Board recommends a vote FOR the ratification of the
selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2008.
21
CERTAIN
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
The following is a biographical summary of the experience of our
executive officers as of March 6, 2008:
|
|
|
|
|
|
Hamid R. Moghadam
|
|
|
|
|
|
Age:
|
|
51
|
|
|
|
Position(s):
|
|
Mr. Moghadam has served as our Chief Executive Officer since
November 1997, our president under our bylaws and Maryland
corporate law since February 2007 and as Chairman of the Board
since January 2000.
|
|
|
|
Biographical information:
|
|
Biographical information regarding Mr. Moghadam is set forth
under
Proposal 1: Election of Directors
Nominees For Director.
|
|
|
|
Thomas S. Olinger
|
|
|
|
|
|
Age:
|
|
41
|
|
|
|
Position(s):
|
|
Chief Financial Officer
|
|
|
|
Biographical information:
|
|
Mr. Olinger joined us on February 23, 2007 and became our Chief
Financial Officer on March 1, 2007. From 2002 until February
2007, Mr. Olinger was the vice president and corporate
controller of Oracle Corporation, a software and technology
company, where he was responsible for global corporate
accounting, external reporting, technical accounting, global
revenue recognition, Sarbanes-Oxley compliance and finance
merger and acquisition integration, among other duties. At
Oracle, Mr. Olinger also oversaw global controllership
operations in Dublin, Ireland, Bangalore, India, Sydney,
Australia and Rocklin, California. Prior to his employment with
Oracle, Mr. Olinger was an accountant and partner at Arthur
Andersen LLP. At Arthur Andersen, Mr. Olinger served as the lead
audit partner on our account from 1999 to 2002. He also worked
with a number of other real estate investment trusts in Arthur
Andersens real estate practice group and technology
companies in Arthur Andersens software practice group. Mr.
Olinger graduated in 1988 from Indiana University with a
B.S. degree in finance with distinction.
|
|
|
|
Guy F. Jaquier
|
|
|
|
|
|
Age:
|
|
49
|
|
|
|
Position(s):
|
|
President, Europe & Asia
|
|
|
|
Biographical information:
|
|
Mr. Jaquier joined us in June 2000 and served as our Executive
Vice President, Chief Investment Officer from June 2000 to
December 31, 2005. He served as Vice Chairman of AMB Capital
Partners, LLC, one of our subsidiaries from January 2001 to
December 2005, and currently serves as an officer or director of
a number of our other subsidiaries, including AMB Mexico
Holdings, LLC. He also serves on the board of directors of Grupo
Acción, S.A. de C.V., a leading real estate development
firm in Mexico and an affiliate of ours, as well as the Runstad
Center Advisory Board for the University of Washington real
estate program. Mr. Jaquier has over 20 years of experience
in real estate finance and investments. Between 1998 and June
2000, Mr. Jaquier served as Senior Investment Officer for real
estate at the California Public Employees Retirement
System, where his responsibilities included managing a $12
billion real estate portfolio. Prior to that, Mr. Jaquier spent
15 years at Lend Lease Real Estate Investments and its
predecessor, Equitable Real Estate, where he held various
transactions and management positions. He holds a B.S. in
Building Construction Management from the University of
Washington and an M.B.A. from the Harvard Graduate School of
Business Administration.
|
22
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
|
|
|
Age:
|
|
46
|
|
|
|
Position(s):
|
|
President, The Americas
|
|
|
|
Biographical information:
|
|
Mr. Reilly joined us in October 2003 and has over 24 years
of experience in real estate development, acquisition,
disposition, financing and leasing throughout the United States.
Prior to joining us, Mr. Reilly served as Chief Investment
Officer at Cabot Properties, Inc. Mr. Reilly was a founding
partner of Cabot Properties, and his tenure there, including its
predecessor companies, spanned from 1992 to 2003. From 1985 to
1992, Mr. Reilly served in a variety of capacities at National
Development Corporation, ultimately serving as Senior Vice
President. He serves on the board of directors of Grupo
Acción, S.A. de C.V. Mr. Reilly holds an A.B. in Economics
from Harvard College and is a member of the National Association
of Industrial and Office Parks (NAIOP) where he has served on
the National Industrial Education Committee and is a former
member of the board of directors of the Massachusetts chapter.
|
|
|
|
John T. Roberts, Jr.
|
|
|
|
|
|
Age:
|
|
44
|
|
|
|
Position(s):
|
|
President, Private Capital; President of AMB Capital Partners,
LLC
|
|
|
|
Biographical information:
|
|
Mr. Roberts has over 20 years of experience in real estate
finance and investment. Mr. Roberts joined us in 1997 and has
served in a variety of officer positions in our Capital Markets
department and our Private Capital group. Prior to joining us,
Mr. Roberts spent six years at Ameritech Pension Trust, where he
held the position of Director, Real Estate Investments. His
responsibilities included managing a $1.6 billion real estate
portfolio and developing and implementing the trusts real
estate program. Prior to that, he worked for Richard Ellis, Inc.
and has experience in leasing and sales. Mr. Roberts received a
bachelors degree from Tulane University in New Orleans and
an M.B.A. degree in finance and accounting from the Graduate
School of Business at the University of Chicago.
|
COMPENSATION
DISCUSSION AND ANALYSIS
Compensation
Philosophy and Overview
Our compensation program is founded on the strong principle of
pay-for-performance that is tied to stockholder value creation.
The objectives of our compensation program are to:
(1) reward and provide incentives for superior corporate,
divisional group and individual performance;
(2) attract the best talent available in the
marketplace; and
(3) motivate and retain high performing employees.
Accordingly, annual compensation for most employees is comprised
of a combination of salary and variable bonus and incentive pay.
Generally, compensation for our employees includes an annual
salary and the opportunity to earn an annual bonus, which is
targeted as a percentage of annual salary. The target bonus is
earned only when performance meets predetermined corporate,
group and individual goals and objectives. Therefore, a portion
of each employees compensation is at risk and
earned only when performance meets or exceeds such goals and
objectives.
23
In addition, certain employees who are outstanding performers
are eligible to participate in the long-term incentive program
in which such employees can earn grants of stock options
and/or
restricted stock. Such equity grants align our employees
financial interests with that of our stockholders and encourage
retention because (1) stock options have value to our
employees only to the extent our stock price increases and
(2) such equity incentive awards generally vest over a
period of 3 to 5 years. Thus, employees must generally
remain with the company in order to receive the full benefit of
such awards.
As an employee becomes more senior and
his/her
responsibilities grow broader in scope, an increasingly greater
portion of
his/her
total annual compensation consists of variable bonus and
incentive pay and a larger portion of
his/her
annual compensation is delivered in the form of equity to align
his/her
interests with that of our stockholders. Therefore, the portion
of compensation that is at risk increases as the
role of an employee expands.
We award an employee with incentive pay after the end of our
fiscal year based on the prior years performance. In
determining the amount of incentive pay awarded to our
employees, the Compensation Committee reviews, for the prior
year, (1) corporate performance and (2) group and
individual performance.
Corporate performance is determined based on certain
pre-established performance objectives. Specifically, corporate
performance objectives used in evaluating annual bonus payments
are set forth in the annual business plan approved by the Board
of Directors each December preceding the annual bonus plan year.
Generally, the companys business plan details the key
performance measures and outlines the financial, capital
deployment and operational goals, as well as, strategic
initiatives for the year. The business plan sets forth goals and
objectives that measure company performance. After the Board
approves the business plan, the Compensation Committee approves
the key performance measures for the annual bonus program
utilizing the Board-approved corporate performance objectives.
In contrast, corporate performance objectives used in evaluating
long-term equity incentive payments for our executives are based
on our total stockholder return relative to our peers over a
three-year period. More detail on the specific corporate
performance objectives used in determining 2007 annual bonus and
long-term incentive payments follows in the
Executive
Compensation Program Annual Bonus Program and
Long-Term Equity Incentive Program
sections below.
Group and individual performance is measured on the basis of
quantitative and qualitative performance objectives that gauge a
groups and individuals contribution to our success.
Once the business plan is approved by the Board, group
performance goals are allocated to each executive by the
Chairman and CEO. The business plan is distributed to group
heads and managers who in turn use the plan to develop
individual goals and objectives for the employees in their
groups. We strongly believe that by providing a
pay-for-performance compensation program, we will establish and
maintain a performance and achievement-oriented environment
throughout the organization and will attract and retain
exceptional talent.
The following provides a more detailed analysis of the reasoning
utilized in our decision-making on executive
compensation-related matters.
Executive
Compensation Program
Consistent with our compensation philosophy and program for all
employees, our executive compensation program offers three main
elements of compensation:
|
|
|
|
|
Base salary,
|
|
|
|
Annual bonus, and
|
|
|
|
Long-term equity incentive awards.
|
In determining base salary amounts and annual bonus and
long-term equity incentive award range and targets for our
executives, the Compensation Committee uses the following tools,
from time to time, to assist in its determinations:
|
|
|
|
|
Compensation tally sheets, and
|
|
|
|
Benchmarking data.
|
24
Tally Sheets
.
Management prepares tally
sheets for each executive detailing compensation components for
Compensation Committee review when setting
and/or
awarding compensation. The information contained on the tally
sheets for each executive includes the prior years base
salary, actual and target bonus, and actual and target long-term
equity incentive award amounts. In addition, a comparison is
made between the prior years total remuneration and target
remuneration for the current compensation year. The target
compensation for a current compensation year is based on
benchmarking.
Benchmarking
.
The current executive
compensation program targets cash compensation (salary and
annual bonus) at the 50th percentile of compensation for
executive officers in our peer group (plus a 10% geographical
adjustment) and total remuneration (salary, annual bonus and
longer term equity incentives) between the 50th and
60th percentile of compensation for executive officers in
our peer group. Our peer group is established by the
Compensation Committee and currently consists of companies that
comprise the Cohen & Steers Realty Majors, which we
currently believe is the most appropriate peer group because it
consists of major real estate companies. Generally, in
determining each component of target compensation, we benchmark
our top executives with the named executive officers of our peer
group companies. With respect to our long-term equity incentive
program, we use the methodology described below in the
respective long-term equity incentive section.
In 2007, the Compensation Committee reviewed an analysis
comparing the companys total remuneration paid to our
executives over the last three years to our peer groups
total remuneration paid to their executives over the last three
years against each companys corresponding three-year total
stockholder return to gauge pay versus performance levels to
confirm consistency of our executive compensation program with
our pay-for-performance philosophy. For 2006 compensation paid
in 2006 and 2007, this analysis indicated that the
companys executive compensation matched our goal of paying
at or near the median level relative to our peers.
Role of Compensation Consultant
.
The
Compensation Committee has retained Towers Perrin as its
independent compensation consultant to assist with the
formulation and administration of the executive compensation
program at the company. Towers Perrin does not provide any other
services to the company. On an annual basis, Towers Perrin
reviews the executive compensation program with the Compensation
Committee and assesses the competitiveness of compensation
levels for the executive officers to ensure that the
compensation is aligned with AMBs executive compensation
philosophy. Towers Perrin provides the Compensation Committee
with a compensation analysis of our peer group using information
found in current proxy data and values each component of
compensation awarded including base salary, bonus, equity awards
and perquisites. Towers Perrin also shares with the Compensation
Committee its observations on competitive market trends. The
Compensation Committee considers this analysis along with
company business strategies, objectives and financial condition
when setting annual compensation values for each component of
total remuneration for the executives.
Other compensation components
.
We also
offer a limited amount of perquisite benefits described in more
detail below, as well as the opportunity to participate in
health, welfare and benefit programs generally available to our
employees. In addition, along with our other
U.S.-based
officers, we offer executives the opportunity to participate in
our nonqualified deferred compensation program as discussed
further below in this proxy statement. We also provide certain
benefits upon termination of an executives employment in
the event of death, disability or change in control of the
company under change in control and non-competition agreements,
which is discussed more fully under
Executive
Compensation Change in Control and Noncompetition
Agreements
below.
Base
Salary
Base salary is intended to be competitive in the market for the
scope and responsibilities of the job performed and are targeted
at the median level of compensation in the market for similar
positions. The base salaries for our executive officers are
reviewed annually by the Compensation Committee and adjustments
may be made based on the executives experience,
responsibilities, individual performance and company
affordability.
In comparison with total compensation for our non-executive
officers and other employees, we set base salaries for our
executives to comprise a smaller portion of our executives
total compensation. In 2007, the base salary of our executives
as a percentage of total target compensation (including base
salary, target annual bonus and target long-term incentive
amount) ranged from 16.1% to 24.7% of total target compensation.
25
Annual
Bonus Program
Our annual bonus program is a formal, organization-wide
incentive program that is intended to encourage teamwork and
innovation, focus attention on specific business objectives and
award the achievement of these objectives. It is intended to
provide incentives to create value for our stockholders and to
establish and maintain a performance and achievement-oriented
environment throughout the organization. Each executive has an
equal opportunity to earn higher bonuses for stellar
performance, and conversely, are penalized for below target
performance.
Executives are eligible to receive an annual bonus calculated as
a percentage of their base salary. Annual bonuses provide
executives with the opportunity to earn cash compensation in
excess of their annual target compensation level, but only in
the event that corporate, group
and/or
individual goals have been exceeded.
Conversely, if corporate, group
and/or
individual performance do not meet the pre-established
objectives, annual bonuses will be reduced below the target
level. In determining an annual bonus in such a case, the
Compensation Committee looks at whether corporate goals were
met, whether the group or individual performance goals were met,
and for any goals not met, the discrepancy between the actual
performance achievement and the goal.
The annual bonuses for executives are weighted between corporate
and group/individual performance objectives. The following table
provides the target bonus percentages and weightings for
executive management for fiscal year 2007:
|
|
|
|
|
|
|
Weighting
|
|
|
|
|
Corporate v. Group/
|
|
Bonus as a % of
|
|
|
Individual
|
|
Base Salary
|
Position
|
|
Performance
|
|
(Minimum-Target-Maximum)
|
|
Chairman and CEO
|
|
80% v. 20%
|
|
0% - 150% - 300%
|
President, Europe & Asia
|
|
60% v. 40%
|
|
0% - 125% - 250%
|
President, The Americas
|
|
60% v. 40%
|
|
0% - 125% - 250%
|
President, Capital Partners
|
|
60% v. 40%
|
|
0% - 125% - 250%
|
CFO
|
|
50% v. 50%
|
|
0% - 100% - 200%
|
We set performance targets based on historical results, market
expectations and peer performance. In establishing the targets
for measuring performance the Compensation Committee assesses
the difficulty of achieving each target. The Compensation
Committee attempts to ensure that the targets are motivational
and that they inspire the participants to exceed their goals.
Over the last five years, the company has performed below target
in two years and exceeded target in three years.
The Compensation Committee approved the measurement of the
companys performance on the following five key performance
measures and targets derived from our 2007 business plan. For
2007, the performance measurements included:
|
|
|
|
|
|
|
Performance Measure
|
|
Weighting
|
|
Objective
|
|
Actual
|
|
FFO per
share
(1)
|
|
50.0%
|
|
$3.40 per share
|
|
$3.51 per share
|
Operations
|
|
12.5%
|
|
|
|
|
Core GAAP
NOI
(2)
|
|
|
|
$619 million
|
|
$635 million
|
Capital Deployment
|
|
12.5%
|
|
$1.95 billion
|
|
$2.1 billion
|
Development Gains
|
|
12.5%
|
|
$150 million
|
|
$165 million
|
Private Capital
|
|
12.5%
|
|
Completion of Europe Fund
|
|
Completed
|
|
|
|
(1)
|
|
We assigned significantly more weight to the FFO (or funds from
operations) performance measure relative to the other
performance measures as we believe FFO provides the best
assessment of our operating performance for the company as a
whole. FFO is a non-GAAP financial measure created by the
National Association of Real Estate Investment Trusts as a
supplemental measure of operating performance for REITs that
excludes historical cost depreciation and amortization, among
other items, from net income as defined by GAAP.
|
26
|
|
|
|
|
Our FFO results are set forth on page 36 of our annual
report on
Form 10-K
for the fiscal year ended December 31, 2007, Item 6,
Selected Company Financial and Other Data,
and our definition of FFO and the calculation of FFO
reconciled from net income are set forth beginning on
page 66,
Supplemental Earnings Measures
of our annual report on
Form 10-K
for the fiscal year ended December 31, 2007.
|
|
(2)
|
|
Core properties include all properties that were owned or
managed, including development properties, as of January 1,
2007. The core pool is set annually and excludes properties
purchased and developments started after December 31, 2006.
|
At the end of the fiscal year, our Chairman and CEO assessed our
achievement of the 2007 business plan and key performance
measures and recommended a corporate rating to the Compensation
Committee for approval. Because we met or exceeded each of our
corporate performance objectives and key performance measures
for 2007, the Compensation Committee approved a corporate rating
above target. Once approved by the Compensation Committee, the
corporate performance rating determines the companys bonus
pool and that rating is used to calculate the corporate
performance portion of the executives bonus payment.
The Chairman and CEO assesses the performance of each group
against the goals and objectives in the 2007 business plan and
awards a rating to each group. The group rating sets the bonus
pool for that group. Historically, the group and individual
portion of executive bonuses have generally reflected a level at
or below that of their groups rating.
The Compensation Committee evaluates the individual performance
of the Chairman and CEO and determines his aggregate annual
bonus. The Chairman and CEO does not participate in or influence
the decisions of the Compensation Committee with respect to his
annual bonus. Based on recommendations by the Chairman and CEO,
the Compensation Committee determines the annual bonus of the
other executive officers. At the direction of the Compensation
Committee, Towers Perrin reviews the bonus calculations for the
executive officers and confirms that the bonuses have been
calculated in accordance with the terms and conditions of the
annual bonus program and to ensure compliance with the goals and
objectives of the executive compensation program.
Our executives may choose to receive all or a portion of their
annual bonuses in cash, shares of restricted stock (valued at
125% of the cash bonus, with three-year vesting), stock options
(valued at 150% of the cash bonus, with three-year vesting on
the portion attributable to the value above 100% of the cash
bonus and immediate vesting on the portion attributable to the
100% value of the cash bonus), or any combination of the
foregoing, subject to certain limits on the aggregate number of
options elected. In 2007, we set the limit so that no more than
a total of 800,000 shares can be distributed under this
program and no individual may receive more than
400,000 shares. While this program may result in additional
compensation for our executives, it gives our executives an
opportunity to increase their ownership in the company by
exchanging their cash compensation into equity. This feature is
designed to further align the interests of our executives with
the interests of our stockholders and to increase the retention
of our executives through vesting periods of three years.
Long-Term
Equity Incentive Program
The long-term equity incentive program is intended to provide
our executives with incentives to maximize our long-term
performance and to promote the interests of our stockholders by
providing the opportunity for our executives to receive, in
addition to annual bonuses, grants of stock options, restricted
stock or other equity-based awards upon approval of the
Compensation Committee. Consequently, long-term equity comprises
a significant portion of total compensation for our executives.
In determining whether to award executive officers any long-term
equity incentive grants for the prior years performance,
the Compensation Committee reviews and analyzes the
companys three-year total stockholder return (TSR)
relative to a peer group comprised 60% of the Cohen &
Steers Realty Majors and 40% of our four other industrial real
estate peers.
27
The Compensation Committee has set the following measures to
determine the value of the awards:
|
|
|
Performance Measure
|
|
Weighting
|
|
Exceed Target
|
|
Greater than 200 bps above the weighted three-year average
TSR of the combined peer group
|
Target
|
|
Within 200 bps of the weighted three-year average TSR of
the combined peer group
|
Below Target
|
|
Greater than 200 bps below the weighted three-year average
TSR of the combined peer group
|
2007 Achievement
.
For the three-year
period ending December 31, 2007, our total stockholder
return of 16.69% exceeded the peer group weighted average of
10.78% by 591 basis points.
In addition, the Compensation Committee considers each
executives individual performance and may in its
discretion modify by reducing or increasing the final awards
based on
his/her
group and individual performance.
The Compensation Committee evaluates the individual performance
of the Chairman and CEO and determines his long-term equity
award. The Chairman and CEO does not participate in or influence
the decisions of the Compensation Committee with respect to the
Chairman and CEOs long-term equity award. Based on
recommendations by the Chairman and CEO, the Compensation
Committee determines the value of the long-term equity award of
the other executive officers. At the direction of the
Compensation Committee, Towers Perrin reviews the value of the
long-term equity awards for the Chairman and CEO and other
executive officers to ensure compliance with the goals and
objectives of the executive compensation program. Members of
executive management receiving a long-term equity incentive
award may choose to receive stock options, restricted stock or a
combination of both with the restriction that no more than 40%
of the award is in the form of stock options.
All shares of restricted stock granted with respect to the
long-term equity incentive program generally vest over a period
of four or five years, at a rate of one-fourth or one-fifth of
such grant, respectively on January 1st or
February 1st of each year, thereby encouraging the
retention of our executives. Stock options awarded under the
long-term equity incentive program are granted with an exercise
price set at the fair market value of our common stock on the
date of the grant and generally vest over a period of three
years, at a rate of one-third of such grant, on
January 1st or February 1st and each option
has a term of ten years, thereby encouraging the retention of
our executives. Stock option grants will only be of value to our
executives if our stock price increases over time. The
Compensation Committee uses the Black-Scholes model to calculate
the number of underlying shares of stock in a stock option grant
that an individual would receive under either the annual bonus
and/or
long-term equity incentive program.
2007
Chairman and Chief Executive Officer and Other Named Executive
Officers Compensation
The Chairman and CEO and the other named executive
officers compensation for 2007 were determined using the
framework discussed under
Compensation Philosophy and
Overview
and
Executive Compensation
Program
above. Specifically, to determine the
executives annual bonuses, the Compensation Committee
evaluated their performance measured against our 2007 business
plan, their achievement of individual pre-established goals and
relative pay versus that of our competitors similarly held
positions.
Specifically, the Compensation Committee considered the
following achievements for the year for each executive:
|
|
|
|
|
Hamid Moghadam, Chairman and CEO:
Led the team
that produced FFO per share results of $3.51, an increase of
12.5% over 2006; achieved record deployment of
$2.1 billion, up from $1.7 billion in 2006; ended the
year at 96% occupancy and same store growth of 5.5%; achieved
40% margin on approximately $730 million of development
sales and contributions; continued our global expansion and
development of our global talent.
|
|
|
|
Thomas S. Olinger, Chief Financial
Officer:
Joined AMB in February 2008 and was
instrumental in conducting our 2nd public offering raising
$472 million; performed a key role in analyzing several
strategic transactions and helped to build our strong balance
sheet.
|
28
|
|
|
|
|
Guy F. Jaquier, President, Europe and
Asia:
Achieved $420 million in acquisitions,
$520 million in development starts and average occupancy of
97.6% in Europe and 95.0% in Japan; entered new markets
including the United Kingdom and Korea and opened and staffed
new offices in Frankfurt, Germany, Seoul, South Korea and Delhi
and Chennai, India.
|
|
|
|
Eugene F. Reilly, President, The
Americas:
Achieved $620 million in
acquisitions, $560 million in development starts and
average occupancy of 95.6% in the Americas; successfully
launched our value-added conversion business and continued to
internalize and streamline organization structure to gain
efficiencies.
|
|
|
|
John T. Roberts, President, Capital
Partners:
Successfully launched our Europe Fund;
raised over $600 million in private equity; including
$386 million for the Europe Fund and built an investor
queue for our other funds.
|
Based upon such results, annual cash incentive awards to
Messrs. Moghadam, Olinger, Jaquier, Reilly and Roberts were
awarded at above-target levels, pursuant to achievement of
individual, group and corporate performance objectives for 2007
as described above. In addition, these executives were granted
long-term incentive awards to reflect our performance measured
with that of our peer group with respect to total stockholder
return and to reflect the executives individual
performance.
The Summary Compensation Table on page 33 details total
annual compensation as required by applicable securities rules
and regulations. The total compensation discussed in this
Compensation Discussion and Analysis differs from that disclosed
in the Summary Compensation Table because we include, for 2007
performance, the value of (i) the bonus amount awarded to
the Named Executive Officers and exchanged into equity as part
of our annual bonus exchange program and (ii) long-term
equity incentive awards, and we exclude the value of equity
awards accrued toward vesting and expensed in 2007 under
FAS 123R that were awarded in prior years.
The following provides a more detailed description for the
annual bonus and long-term incentive equity awards and other
compensation awarded to our Named Executive Officers for
performance in 2007.
2007
Annual Salary, Bonus and Incentive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
|
|
Long-Term Equity
|
|
|
|
|
Executive
|
|
Base Pay
|
|
|
Annual
Bonus
(7)
|
|
Incentive
Value
(7)
|
|
|
Total
|
|
|
Hamid R. Moghadam,
Chairman and Chief
Executive
Officer
(1)
|
|
$
|
640,500
|
|
|
After Bonus Exchange: $2,050,000
Actual: $1,640,000
|
|
$
|
2,935,000
|
|
|
$
|
5,625,500
|
|
Thomas S. Olinger,
Chief Financial
Officer
(2)
|
|
$
|
289,947
|
|
|
After Bonus Exchange: $500,000
Actual: $460,000
|
|
$
|
756,667
|
|
|
$
|
1,546,614
|
|
Michael A. Coke,
Former Executive Vice President and Chief
Financial
Officer
(3)
|
|
$
|
126,611
|
|
|
|
|
|
|
|
|
$
|
126,611
|
|
Guy F. Jaquier,
President, Europe and
Asia
(4)
|
|
$
|
400,250
|
|
|
After Bonus Exchange: $913,750
Actual: $860,000
|
|
$
|
1,747,500
|
|
|
$
|
3,061,500
|
|
Eugene F. Reilly,
President, The
Americas
(5)
|
|
$
|
400,250
|
|
|
After Bonus Exchange: $860,000
Actual: $860,000
|
|
$
|
1,747,000
|
|
|
$
|
3,007,250
|
|
John T. Roberts,
President, Capital
Partners
(6)
|
|
$
|
400,250
|
|
|
After Bonus Exchange: $715,300
Actual: $715,300
|
|
$
|
1,392,200
|
|
|
$
|
2,507,750
|
|
|
|
|
(1)
|
|
Mr. Moghadam elected to receive his annual bonus entirely
in restricted stock and was awarded 42,042 shares of
restricted stock which included a 25% exchange premium equal to
8,406 shares, which vests over 3 years.
Mr. Moghadam elected to receive his long-term incentive
award entirely in restricted stock and was awarded
60,192 shares of restricted stock, which vest over
4 years.
|
29
|
|
|
(2)
|
|
Mr. Olingers annual base pay, bonus and long-term
equity incentive award reflect a prorated amount based on his
employment start date of February 23, 2007.
Mr. Olinger elected to exchange the amount over $300,000 of
his annual bonus award into restricted stock and was awarded
4,101 shares of restricted stock which included a 25%
exchange premium equal to 820 shares, which vests over
3 years. He elected to receive his long-term incentive
award 75% in restricted stock and was awarded 11,638 shares
of restricted stock, which vests over 4 years, and the
remainder in stock options and was awarded 20,925 stock options,
which vest over 3 years.
|
|
(3)
|
|
Mr. Cokes employment terminated on May 1, 2007.
In accordance with Mr. Cokes Separation and Release
Agreement filed on November 20, 2006 he received a cash
payment equivalent to 100% of a prorated 2007 bonus and 100% of
a prorated 2007 long-term incentive award as disclosed in the
Other Compensation column of the 2007 Total Compensation for
Named Executive Officers table below.
|
|
(4)
|
|
Mr. Jaquier elected to exchange 25% of his annual bonus
award into restricted stock and was awarded 5,511 shares of
restricted stock which included a 25% exchange premium equal to
1,102 shares, which vest over 3 years. He elected to
receive his long-term incentive award 80% in restricted stock
and was awarded 28,671 shares of restricted stock, which
vest over 4 years, and the remainder in stock options and
was awarded 38,661 stock options, which vest over 3 years.
|
|
(5)
|
|
Mr. Reilly elected to receive his long-term incentive award
entirely in restricted stock and was awarded 35,838 shares
of restricted stock, which vest over 4 years.
|
|
(6)
|
|
Mr. Roberts elected to receive his long-term incentive
award entirely in restricted stock and was awarded
28,552 shares of restricted stock, which vest over
4 years.
|
|
(7)
|
|
The amounts included for the bonus exchange value listed above
for participating officers are based on the closing sales price
of our common stock on February 21, 2008, $48.76 per share,
the date the bonuses and shares were awarded.
|
|
|
|
The number of options granted with respect to bonus exchange and
long-term incentive awards to Messrs. Jaquier and Olinger
was based on the Black-Scholes value of $9.04 per share on
February 21, 2008. We utilized the following assumptions to
determine this Black-Scholes valuation:
|
|
|
|
|
|
Market price on date of grant;
|
|
|
|
Exercise price same as market price on date of grant;
|
|
|
|
Assume average outstanding term of five years
|
(While stock options have a term of ten years, we assume a
shorter term to reflect the historical forecasted average length
of time that our executive officers hold the options until
exercise);
|
|
|
|
|
Risk-free rate, five-year US Treasury;
|
|
|
|
Volatility five-year historical volatility; and
|
|
|
|
Dividend rate annual dividend of $2.00.
|
The Company cautions that the actual amount ultimately realized
by a Named Executive Officer from the disclosed equity awards
under both the bonus exchange and long-term equity incentive
award columns may vary based on various factors, including stock
price fluctuations, differences from the valuation assumptions
used, the timing of exercise or applicable vesting and our
operating performance.
2007
Perquisites and Other Compensation
Each executive officer is provided company-paid parking.
Executive officers also are eligible to receive financial
planning assistance. Each executive is required to pay 30% of
the financial planning fee. AMBs health care, insurance
and other welfare programs are the same for all eligible
employees. AMB has no outstanding loans to its executive
officers, and since our initial public offering in 1997, has not
made any loans to its executive officers. In addition, we will
continue to comply with federal laws enacted in 2002 which
prohibit the company from making any new loans to its executive
officers.
30
The table below provides a more detailed description of the
value of each perquisite or other compensation component earned
by each executive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on
|
|
|
|
|
|
|
|
|
Tax Gross
|
|
|
|
|
|
|
Perquisites
|
|
|
Unvested
|
|
|
401(k)
|
|
|
|
|
|
up on
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
Restricted
|
|
|
Company
|
|
|
Life
|
|
|
Financial
|
|
|
|
|
Executive
|
|
Planning
|
|
|
Parking
|
|
|
Stock
|
|
|
Match
|
|
|
Insurance
|
|
|
Planning
|
|
|
Total
|
|
|
Hamid R. Moghadam
|
|
$
|
36,050
|
|
|
$
|
7,800
|
|
|
$
|
327,808
|
|
|
$
|
0
|
|
|
$
|
576
|
|
|
$
|
20,059
|
|
|
$
|
392,293
|
|
Thomas S. Olinger
|
|
$
|
7,025
|
|
|
$
|
3,600
|
|
|
$
|
15,000
|
|
|
$
|
5,308
|
|
|
$
|
480
|
|
|
$
|
3,909
|
|
|
$
|
35,322
|
|
Michael A. Coke
|
|
$
|
8,000
|
|
|
$
|
0
|
|
|
$
|
36,454
|
|
|
$
|
6,750
|
|
|
$
|
192
|
|
|
$
|
4,451
|
|
|
$
|
55,847
|
|
Guy A. Jaquier
|
|
$
|
8,000
|
|
|
$
|
4,800
|
|
|
$
|
93,030
|
|
|
$
|
6,750
|
|
|
$
|
576
|
|
|
$
|
4,451
|
|
|
$
|
117,607
|
|
Eugene F. Reilly
|
|
$
|
8,000
|
|
|
$
|
5,420
|
|
|
$
|
71,822
|
|
|
$
|
6,750
|
|
|
$
|
576
|
|
|
$
|
3,722
|
|
|
$
|
96,290
|
|
John T. Roberts
|
|
$
|
8,000
|
|
|
$
|
4,800
|
|
|
$
|
110,744
|
|
|
$
|
6,750
|
|
|
$
|
576
|
|
|
$
|
4,451
|
|
|
$
|
135,321
|
|
2007
Total Compensation for Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary and
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
Other
|
|
|
|
|
Executive
|
|
Compensation
|
|
|
Perquisites
|
|
|
Compensation
|
|
|
Grand Total
|
|
|
Hamid R. Moghadam
|
|
$
|
5,625,500
|
|
|
$
|
43,850
|
|
|
$
|
348,443
|
|
|
$
|
6,017,793
|
|
Thomas S. Olinger
|
|
$
|
1,546,614
|
|
|
$
|
10,625
|
|
|
$
|
24,697
|
|
|
$
|
1,581,936
|
|
Michael A.
Coke
(1)
|
|
$
|
126,611
|
|
|
$
|
8,000
|
|
|
$
|
415,819
|
|
|
$
|
550,430
|
|
Guy A. Jaquier
|
|
$
|
3,061,500
|
|
|
$
|
12,800
|
|
|
$
|
104,807
|
|
|
$
|
3,179,107
|
|
Eugene F. Reilly
|
|
$
|
3,007,750
|
|
|
$
|
13,420
|
|
|
$
|
82,870
|
|
|
$
|
3,104,040
|
|
John T. Roberts
|
|
$
|
2,507,750
|
|
|
$
|
12,800
|
|
|
$
|
122,521
|
|
|
$
|
2,643,071
|
|
|
|
|
(1)
|
|
Mr. Cokes reported salary, perquisite and other
compensation information reflects amounts paid to Mr. Coke
through his employment with us until May 1, 2007, but does
not include the value of his accelerated restricted stock and
option awards. As discussed in the Summary Compensation Table,
Mr. Cokes other compensation awarded includes the
value of a prorated 2007 bonus and long-term incentive award
which were paid in cash in accordance with his separation and
release agreement with us.
|
The company does not provide to any of its employees including
the Chairman and CEO and other members of executive management
with any of the following: severance plans other than the change
in control and non-competition agreements described in this
proxy statement, or supplemental retirement benefits other than
our non-qualified deferred compensation plans.
Impact of
Accounting and Tax Treatment
In designing our executive compensation program, we consider the
tax treatment of compensation paid to our executive officers,
including bonuses and long-term equity incentive awards, while
also seeking to appropriately reward our executives for their
performance. Section 162(m) of the Internal Revenue Code
limits the tax deduction for compensation paid to the chief
executive officer and any of the three most highly compensated
executive officers, other than the Chief Financial Officer,
employed by publicly held corporations at fiscal year-end to
$1.0 million per year, subject to certain performance,
disclosure and stockholder requirements. Grants of stock options
and restricted stock under the Amended and Restated 2002 Stock
Option and Incentive Plan, as amended, are intended to qualify
as performance based compensation, which is not subject to the
Section 162(m) deduction limitation. The Compensation
Committee presently intends that, so long as it is consistent
with our overall compensation objectives and, to the extent
reasonable, all executive compensation will be deductible for
federal income tax purposes and, for the year ended
December 31, 2007, there were no exceptions. The
Compensation Committee, however, may design programs that
recognize a full range of performance criteria important to our
success, even where compensation payable under such programs may
not be deductible. Because we intend to qualify as a REIT under
the Internal Revenue Code, we generally distribute at least 100%
of our net taxable income each year and therefore do not pay
U.S. federal income tax. As a result, and based on the
level of cash compensation
31
paid to our executive officers, the possible loss of a federal
tax deduction would not be expected to have a material impact on
us.
In addition, we have also structured our executive compensation
program with the intention that it comply with Section 409A
of the Code which may impose additional taxes on our executive
officers for certain compensatory arrangements that provide for
the payment of deferred compensation which is not in compliance
with Section 409A.
Accounting considerations also play a role in the design of our
executive compensation program, in particular, Financial
Accounting Standards Boards Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based
Payment, or FAS 123R. Currently, we expense our base salary
cash compensation in the year it is earned or paid. We also
expense our annual bonus cash compensation in the year it is
earned. In accordance with FAS 123R, we generally expense
our stock option and restricted stock grants awarded as part of
our annual bonus exchange program and long-term equity incentive
program over the vesting period of such grants.
Stock
Option Grant Timing Practices
We award grants of stock options or restricted stock to certain
employees to recognize the following circumstances: when such
employees begin employment; when an employee is promoted to vice
president; when an officer exchanges their cash annual bonus in
equity and as an award under the long-term equity incentive
program. We do not have a program, plan or practice to time
option grants to our executives in coordination with the release
of material non-public information.
All stock option awards have an exercise price equal to the
closing sales price of such stock on the date of grant. New
executive grants are approved by the Compensation Committee and
made on the first day of employment. Generally, any new employee
grants are granted on a predetermined date on or after they
begin employment with the company. In order to facilitate the
day-to-day management and administration of the plan with
respect to such new employee grants, the Compensation Committee
also typically authorizes and approves a general grant or award
of up to an annual aggregate of 250,000 shares of common
stock which may be either incentive stock options, non-qualified
stock options or shares of restricted stock to be made available
to new employees or officers (excluding Section 16
officers) of the company or its affiliates, and with the
identity of the recipients and the number of shares covered by
the award to be subsequently determined by our Chairman and
Chief Executive Officer (or his two designees), provided that no
one individual can receive more than 50,000 shares or
options to purchase shares of common stock, and subject to
certain other restrictions.
Prior to calendar year end, as part of our annual bonus exchange
program, our executives and other
U.S.-based
officers elect whether to receive a portion of their current
year bonus in stock option grants or restricted stock grants to
be awarded in February or March of the following year. Stock
options awarded as a result of the executives or officers
participation in the annual bonus exchange program or under the
long-term equity incentive program are approved and granted by
the Compensation Committee on the day the Compensation Committee
meets, and thus the exercise price is the closing sales price of
our common stock on that day. Annual long-term equity grants are
also awarded to
U.S.-based
non-officer employees at the same meeting. These stock option
grant timing practices are applied consistently to executive
officers and our other employees. Our fiscal year earnings
results are generally announced at the end of January, and we do
not time the February or March meeting to coincide with the
announcement of any other material non-public information.
Stock
Ownership Guidelines
Because the Board of Directors of the company believes strongly
in linking the interests of our non-employee directors, senior
officers and stockholders, the Board has established stock
ownership guidelines for our non-employee directors and senior
officers. The ownership guidelines specify a number of shares
and/or
partnership units that AMBs non-employee directors and
U.S.-based
senior officers (Senior Vice Presidents and above) must
accumulate and hold, which may include the value attributed to
unvested shares of restricted stock. Non-employee directors are
expected to own or acquire, by the later of September 2007 or
three years of first becoming a director, shares having a market
value of at least $100,000. Senior officers are expected to own
or acquire a certain amount of shares or units by the later of
September 2009 or five years after the officers
appointment to a senior position. The specific share and unit
requirements for senior officers are based on the equity market
value of a multiple of annual
32
base salary compensation, with the higher multiples applying to
executive officers having the highest levels of responsibility.
Our Chairman and CEO is expected to hold shares
and/or
units
worth at least five times his base salary; other executive
officers are expected to hold shares
and/or
units
worth at least three times their base salary; and our senior
vice presidents are expected to hold shares
and/or
units
worth at least one time their base salary. Compliance with the
guidelines is monitored by our human resources department.
Summary
We believe the compensation programs for our executive officers
are reasonable and are competitive with compensation programs
provided to similarly situated officers at our peer companies.
We believe the annual incentive payments made to the executive
officers named in the Summary Compensation Table in respect of
the year 2007 are appropriate and commensurate with our 2007
financial and strategic performance and their individual
achievements during the year. We believe the long-term incentive
opportunities provided to our executive officers, in the form of
stock options and restricted stock, are also appropriate and are
awarded in a manner consistent with our philosophy of basing a
substantial component of total executive compensation on the
total returns realized by our stockholders.
EXECUTIVE
COMPENSATION
The following table sets forth, for the year ended
December 31, 2007, the annual base salary rates and other
compensation earned by or expensed with respect to our Chief
Executive Officer and Chief Financial Officer during fiscal year
2007, our next three most highly compensated executive officers
other than our Chief Executive Officer and Chief Financial
Officer who were serving as executive officers at the end of
2007, and our former Chief Financial Officer who retired from
employment with us in May 2007 (collectively, the Named
Executive Officers).
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
(1)
|
|
|
($)
(2)(3)(4)(5)
|
|
|
($)
(2)(6)(7)
|
|
|
($)
(4)
|
|
|
($)
|
|
|
Hamid R. Moghadam
|
|
|
2007
|
|
|
|
640,500
|
|
|
|
1,640,000
|
(8)
|
|
|
2,839,234
|
(8)
|
|
|
215,442
|
(8)
|
|
|
392,293
|
(9)
|
|
|
5,727,469
|
|
Chairman and Chief
|
|
|
2006
|
|
|
|
627,500
|
|
|
|
1,550,391
|
(8)
|
|
|
2,082,110
|
(8)
|
|
|
480,866
|
(8)
|
|
|
333,301
|
(9)
|
|
|
5,074,168
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
2007
|
|
|
|
289,947
|
(10)
|
|
|
460,000
|
(10)
|
|
|
97,543
|
(10)
|
|
|
0
|
|
|
|
35,322
|
(9)
|
|
|
882,812
|
|
Chief Financial Officer
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Coke
|
|
|
2007
|
|
|
|
126,611
|
(11)
|
|
|
0
|
(11)
|
|
|
425,821
|
(11)
|
|
|
63,465
|
(11)
|
|
|
423,819
|
(9)(11)
|
|
|
1,039,716
|
|
Former Executive Vice
|
|
|
2006
|
|
|
|
375,000
|
|
|
|
575,000
|
(11)
|
|
|
801,621
|
(11)
|
|
|
154,245
|
(11)
|
|
|
865,838
|
(9)(11)
|
|
|
2,771,704
|
|
President and
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guy F. Jaquier
|
|
|
2007
|
|
|
|
400,250
|
|
|
|
860,000
|
(12)
|
|
|
717,073
|
(12)
|
|
|
270,788
|
(12)
|
|
|
117,607
|
(9)
|
|
|
2,365,718
|
|
President, Europe & Asia
|
|
|
2006
|
|
|
|
375,000
|
|
|
|
625,000
|
(12)
|
|
|
522,232
|
(12)
|
|
|
304,726
|
(12)
|
|
|
100,574
|
(9)
|
|
|
1,927,532
|
|
Eugene F. Reilly
|
|
|
2007
|
|
|
|
400,250
|
|
|
|
860,000
|
(13)
|
|
|
479,730
|
(13)
|
|
|
0
|
(13)
|
|
|
96,290
|
(9)
|
|
|
1,836,270
|
|
President, The Americas
|
|
|
2006
|
|
|
|
375,000
|
|
|
|
600,000
|
(13)
|
|
|
363,109
|
(13)
|
|
|
11,999
|
(13)
|
|
|
66,792
|
(9)
|
|
|
1,416,900
|
|
John T. Roberts, Jr.
|
|
|
2007
|
|
|
|
400,250
|
|
|
|
715,300
|
(14)
|
|
|
823,074
|
(14)
|
|
|
0
|
(14)
|
|
|
135,321
|
(9)
|
|
|
2,073,945
|
|
President, Private Capital
|
|
|
2006
|
|
|
|
375,000
|
|
|
|
575,000
|
(14)
|
|
|
867,217
|
(14)
|
|
|
0
|
(14)
|
|
|
134,492
|
(9)
|
|
|
1,951,709
|
|
|
|
|
(1)
|
|
The Compensation Committee of the Board of Directors determined
the amount of any such bonus. The bonuses for 2006 were paid in
2007, and the bonuses for 2007 were paid in 2008. At the option
of the Named Executive Officer, the officer may receive his
bonus in any combination of cash, restricted shares of our
common stock (valued at 125% of the cash bonus, with a
three-year vesting period) or options to purchase shares of our
common stock (valued at 150% of the cash bonus in 2007 and 2006
based on our Black-Scholes value, 150% of the cash bonus in 2005
and 2004 based on a standardized discounted binomial value and
135% of the cash bonus in 2003 based on our Black-Scholes value,
with a three-year vesting period on options in excess of the
100% cash bonus value and immediate vesting of the remainder).
|
33
|
|
|
(2)
|
|
Measured as value of compensation expense recognized by the
company for financial statement reporting purposes in fiscal
years 2007 and 2006, computed pursuant to Financial Accounting
Standards Boards Statement of Financial Accounting
Standards No. 123 (revised 2004),
Share Based
Payment
, or FAS 123R. This column includes a portion of
the bonus amount disclosed in the Bonus column for
prior years.
|
|
(3)
|
|
In accordance with FAS 123R, we value restricted stock
using the closing sales price of our common stock on the date of
grant and recognize this amount as an expense over the vesting
period of the restricted stock. The compensation expense
disclosed in the Summary Compensation Table for each of the
Named Executive Officers aggregates tranches of restricted stock
awarded in 2001 to 2007 for performance in 2000 to 2006, as well
as new hire grants, which were accrued toward vesting or
expensed in fiscal years 2006 and 2007. This column includes a
portion of the bonus amount disclosed in the Bonus
column for prior years.
|
|
(4)
|
|
Dividends will be paid on the restricted stock granted to our
directors, executive officers and other employees. For fiscal
year 2007, the dividend rate of $0.50 per share, and for fiscal
year 2006, the dividend rate of $0.46 per share, were factored
into our grant date fair value and were not preferential. All of
our restricted stock grants vest annually in either three, four
or five installments assuming continued employment.
|
During fiscal years 2007 and 2006, our Named Executive Officers
earned dividends on their shares of unvested restricted stock,
and held the number of shares of restricted stock as of
December 31, 2007, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dividends
|
|
|
Shares of Unvested
|
|
|
|
|
|
|
Earned on
|
|
|
Restricted Stock
|
|
|
|
Fiscal
|
|
|
Unvested Restricted
|
|
|
Held at December 31,
|
|
Executive
|
|
Year
|
|
|
Stock ($)
|
|
|
2007(#)
|
|
|
Hamid R. Moghadam
|
|
|
2007
|
|
|
|
327,808
|
|
|
|
170,201
|
|
|
|
|
2006
|
|
|
|
257,439
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
2007
|
|
|
|
15,000
|
|
|
|
10,000
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
Michael A. Coke
|
|
|
2007
|
|
|
|
36,454
|
|
|
|
0
|
|
|
|
|
2006
|
|
|
|
80,097
|
|
|
|
|
|
Guy F. Jaquier
|
|
|
2007
|
|
|
|
93,030
|
|
|
|
48,443
|
|
|
|
|
2006
|
|
|
|
74,833
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
2007
|
|
|
|
71,822
|
|
|
|
37,988
|
|
|
|
|
2006
|
|
|
|
54,456
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
|
2007
|
|
|
|
110,744
|
|
|
|
54,324
|
|
|
|
|
2006
|
|
|
|
108,751
|
|
|
|
|
|
|
|
|
(5)
|
|
Based on
2001-2007
performance, each of the Named Executive Officers received a
grant of restricted shares of our common stock based on the fair
market value of our common stock on that date as part of our
annual bonus exchange program, long-term equity incentive award
program and/or as a new hire grant. These grants of restricted
shares vest annually over 3 to 5 years.
|
|
|
|
The aggregate number of restricted shares of common stock
granted to each Named Executive Officer is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Earned:
|
|
Executive
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
Hamid R. Moghadam
|
|
|
102,234
|
|
|
|
61,358
|
|
|
|
96,400
|
|
|
|
39,297
|
|
|
|
26,800
|
|
|
|
32,226
|
|
|
|
32,323
|
|
Thomas S. Olinger
|
|
|
25,739
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Coke
|
|
|
|
|
|
|
|
|
|
|
23,739
|
|
|
|
8,039
|
|
|
|
16,129
|
|
|
|
21,194
|
|
|
|
14,817
|
|
Guy F. Jaquier
|
|
|
34,182
|
|
|
|
17,235
|
|
|
|
22,190
|
|
|
|
12,658
|
|
|
|
10,209
|
|
|
|
12,168
|
|
|
|
6,665
|
|
Eugene F. Reilly
|
|
|
35,838
|
|
|
|
12,854
|
|
|
|
18,489
|
|
|
|
12,788
|
|
|
|
8,917
|
**
|
|
|
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
|
28,552
|
|
|
|
11,841
|
|
|
|
32,257
|
|
|
|
19,839
|
|
|
|
19,497
|
|
|
|
15,712
|
|
|
|
17,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
|
2/21/08
|
|
|
|
2/15/07
|
|
|
|
2/6/06
|
|
|
|
2/7/05
|
|
|
|
1/27/04
|
|
|
|
2/13/03
|
|
|
|
2/26/02
|
|
FMV per share
|
|
$
|
48.76
|
|
|
$
|
64.18
|
|
|
$
|
51.92
|
|
|
$
|
38.56
|
|
|
$
|
35.26
|
|
|
$
|
27.12
|
|
|
$
|
26.29
|
|
34
|
|
|
*
|
|
Includes 10,000 new hire restricted shares granted on start date
with a FMV of $58.43 per share.
|
|
**
|
|
Includes 6,500 new hire restricted shares granted on start date
with a FMV of $31.44 per share.
|
|
|
|
(6)
|
|
In accordance with FAS 123R, we value stock options using
the Black-Scholes option-pricing model and recognize this value
as an expense over the vesting period of the options. The
compensation expense disclosed in the Summary Compensation Table
for each of the Named Executive Officers aggregates tranches of
options awarded in 2004 to 2007 for performance in 2003 to 2006,
which accrued toward vesting in fiscal years 2006 and 2007. The
Black-Scholes value of our stock option awards was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Performance
|
|
|
Black-Scholes
|
|
Year of Award Granted
|
|
Year
|
|
|
Value per share
|
|
|
2007
|
|
|
2006
|
|
|
$
|
11.90
|
|
2006
|
|
|
2005
|
|
|
$
|
8.54
|
|
2005
|
|
|
2004
|
|
|
$
|
4.48
|
|
2004
|
|
|
2003
|
|
|
$
|
4.12
|
|
The fair value of option grant expense reported in the Summary
Compensation Table was estimated using the Black-Scholes option
pricing model with the following assumptions used for grants
made in 2007, 2006, 2005, and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
Expected
|
|
|
Risk-free
|
|
|
|
|
Grant Year
|
|
Yield
|
|
|
Volatility
|
|
|
Interest Rates
|
|
|
Expected Life
|
|
|
2007
|
|
|
3.1
|
%
|
|
|
18.9
|
%
|
|
|
4.7
|
%
|
|
|
6 years
|
|
2006
|
|
|
3.5
|
%
|
|
|
17.9
|
%
|
|
|
4.6
|
%
|
|
|
6 years
|
|
2005
|
|
|
4.5
|
%
|
|
|
17.5
|
%
|
|
|
3.8
|
%
|
|
|
7 years
|
|
2004
|
|
|
4.8
|
%
|
|
|
18.6
|
%
|
|
|
3.6
|
%
|
|
|
7 years
|
|
|
|
|
|
|
See Part IV, Item 15: Note 11 of the Notes
to Consolidated Financial Statements in our annual report
filed on
Form 10-K
for the fiscal year ended December 31, 2007 and
Part IV, Item 15: Note 12 of the Notes to
Consolidated Financial Statements in our annual report
filed on
Form 10-K
for the fiscal years ended December 31, 2006, 2005 and 2004
for more detailed information regarding these assumptions.
|
|
|
|
In calculating the number of our stock options that our
executive officers received in our compensation program, the
Compensation Committee used a value of, (i) for 2007
performance, $9.04 per share, (ii) for 2006 performance,
$11.90 per share, (iii) for 2005 performance, $6.52 per
share, and (iv) for 2004 performance, $4.12 per share. The
values for 2005 and 2004 performance were determined by our
independent compensation consultant, Towers Perrin, using a
discounted binomial methodology, based on a standardized set of
assumptions so that our compensation was comparable to, and
remained competitive with, that of our peer companies. However,
as detailed above, for purposes of determining the impact of
stock option grants on our total compensation expense, we value
the number of shares subject to the stock option grants using a
Black-Scholes methodology based on company-specific assumptions.
The Black-Scholes value of our stock options for 2005 awards was
$8.54 per share, and for 2004 awards, was $4.48 per share. For
2007 and 2006 performance, we used the Black-Scholes value of
our stock options, $9.04 and $11.90 per share, respectively,
both to calculate the number of stock options granted to our
executive officers for 2007 and 2006 awards and for purposes of
expensing such stock option grants over their vesting periods.
For stock option grants made to our Named Executive Officers for
2005 performance, the aggregate value of the options received
using Towers Perrins discounted binomial methodology was
$431,989, and the aggregate value of the options which we will
expense over the vesting periods using our Black-Scholes
methodology is $565,826. For stock option grants made to our
Named Executive Officers for 2004 performance, the aggregate
value of the options received using Towers Perrins
discounted binomial methodology was $1,089,991, and the
aggregate value of the options which we will expense over the
vesting periods using our Black-Scholes methodology was
$1,185,233.
|
|
(7)
|
|
Based on 2003 to 2007 performance, certain Named Executive
Officers received options to purchase shares of our common stock
on January 27, 2004, February 7, 2005,
February 6, 2006, February 15, 2007 and
February 21, 2008 either as part of our annual bonus
exchange program or our long-term incentive award program. All
long-term incentive award options become exercisable in three
annual installments; a portion of
|
35
|
|
|
|
|
bonus exchange options representing 100% of the base bonus
amount vest immediately; and bonus exchange options representing
50% of base bonus amount vest in three annual installments. All
such options have a term of not more than 10 years. All
option exercise prices are equal to the fair market value of our
common stock on the date of grant.
|
|
(8)
|
|
For performance in 2007, Mr. Moghadam was awarded a bonus
of $1,640,000. In lieu of receiving his 2007 bonus in cash,
Mr. Moghadam elected to receive a grant of 42,042
restricted shares of our common stock, which vests over
3 years. In addition, Mr. Moghadam received a
performance grant of 60,192 restricted shares of our common
stock which vests over 4 years.
|
|
|
|
For performance in 2006, Mr. Moghadam was awarded a bonus
of $1,550,391. In lieu of receiving his 2006 bonus in cash,
Mr. Moghadam elected to receive a grant of 30,196
restricted shares of our common stock, which vests over
3 years. In addition, Mr. Moghadam received a
performance grant of 31,162 restricted shares of our common
stock which vests over 5 years. Of these amounts, we
expensed $923,457 in fiscal 2007.
|
|
|
|
For performance in 2005, Mr. Moghadam was awarded a bonus
of $1,444,110. In lieu of receiving his 2005 bonus in cash,
Mr. Moghadam elected to receive a grant of 34,767
restricted shares of our common stock, which vests over
3 years. In addition, Mr. Moghadam received a
performance grant of 61,633 restricted shares of our common
stock, which vests over 5 years. Of these amounts, we
expensed $1,177,307 in fiscal 2007 and $1,241,698 in fiscal 2006.
|
|
|
|
For performance in 2004, Mr. Moghadam was awarded a bonus
of $506,648. In lieu of receiving his 2004 bonus in cash,
Mr. Moghadam elected to receive a grant of 16,424
restricted shares of our common stock, which vested over
3 years. In addition, Mr. Moghadam received a
performance grant of 22,873 restricted shares of our common
stock, which vests over 5 years. Of these amounts, we
expensed $378,816 in fiscal 2007 and $387,500 in fiscal 2006.
In addition, Mr. Moghadam received an option to purchase up
to 142,718 shares of our common stock, which vested over
3 years. Of this amount, we expensed $215,442 in fiscal
2007 and $213,125 in fiscal 2006.
|
|
|
|
For performance in 2003, Mr. Moghadam was awarded a bonus
of $494,939. In lieu of receiving his 2003 bonus in cash,
Mr. Moghadam elected to receive an option to purchase up to
120,131 shares of our common stock, which vested
immediately, and an option to purchase 42,045 shares of
common stock, which vested over 3 years. In addition,
Mr. Moghadam received a performance option grant of
152,912, which vested over 3 years. Of these amounts, we
expensed $267,741 in fiscal 2006. In addition, Mr. Moghadam
received a performance grant of 26,800 restricted shares of our
common stock, which vests over 5 years. Of this amount, we
expensed $185,426 in fiscal 2007 and $188,994 in fiscal 2006.
|
|
|
|
For performance in 2002, Mr. Moghadam received a grant of
32,212 restricted shares of our common stock, which vested over
5 years. Of this amount, we expensed $174,228 in fiscal
2007 and $174,718 in fiscal 2006.
|
|
|
|
For performance in 2001, Mr. Moghadam received a grant of
15,063 restricted shares of our common stock, which vested over
5 years. Of this amount, we expensed $79,201 in fiscal 2006.
|
|
|
|
For performance in 2000, Mr. Moghadam received a grant of
8,100 restricted shares of our common stock, which vested over
5 years. Of this amount, we expensed $9,999 in fiscal 2006.
|
36
|
|
|
(9)
|
|
The Named Executive Officers received reimbursements during each
fiscal year for parking, financial planning services, life
insurance premiums and the payment of taxes with respect to
financial planning services, which is reflected in this column,
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
Planning
|
|
|
|
|
|
Tax Gross-
|
|
|
Life Insurance
|
|
|
401(k)
|
|
Executive
|
|
Earned
|
|
|
Services ($)
|
|
|
Parking ($)
|
|
|
Up ($)
|
|
|
Premium ($)
|
|
|
Match ($)
|
|
|
Hamid R. Moghadam
|
|
|
2007
|
|
|
|
36,050
|
|
|
|
7,800
|
|
|
|
20,059
|
|
|
|
576
|
|
|
|
0
|
|
|
|
|
2006
|
|
|
|
33,600
|
|
|
|
7,200
|
|
|
|
28,336
|
|
|
|
576
|
|
|
|
6,150
|
|
Thomas S. Olinger
|
|
|
2007
|
|
|
|
7,025
|
|
|
|
3,600
|
|
|
|
3,909
|
|
|
|
480
|
|
|
|
5,308
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Coke
|
|
|
2007
|
|
|
|
8,000
|
|
|
|
0
|
|
|
|
4,451
|
|
|
|
192
|
|
|
|
6,750
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
4,740
|
|
|
|
6,325
|
|
|
|
576
|
|
|
|
6,600
|
|
Guy F. Jaquier
|
|
|
2007
|
|
|
|
8,000
|
|
|
|
4,800
|
|
|
|
4,451
|
|
|
|
576
|
|
|
|
6,750
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
4,740
|
|
|
|
6,325
|
|
|
|
576
|
|
|
|
6,600
|
|
Eugene F. Reilly
|
|
|
2007
|
|
|
|
8,000
|
|
|
|
5,420
|
|
|
|
3,722
|
|
|
|
576
|
|
|
|
6,750
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
5,160
|
|
|
|
|
|
|
|
576
|
|
|
|
6,600
|
|
John T. Roberts, Jr.
|
|
|
2007
|
|
|
|
8,000
|
|
|
|
4,800
|
|
|
|
4,451
|
|
|
|
576
|
|
|
|
6,750
|
|
|
|
|
2006
|
|
|
|
7,500
|
|
|
|
4,740
|
|
|
|
6,325
|
|
|
|
576
|
|
|
|
6,600
|
|
|
|
|
|
|
In addition, dividends paid on unvested restricted stock for
each Named Executive Officer paid in 2007 and 2006 are reflected
in this column. See footnote 4 above for details on individual
amounts paid. The spouses of certain of the Named Executive
Officers accompanied such executive officers to certain business
functions and events during the year; however, travel expenses
for the spouses were not paid by the company except for
miscellaneous incidental expenses. We believe the incremental
cost to the company for the costs of such incidental travel and
entertainment expenses were less than $10,000 per each executive
officer; therefore, such amounts are not reflected in this
column.
|
|
(10)
|
|
For performance in 2007, Mr. Olinger was awarded a bonus of
$460,000. In lieu of receiving his 2007 bonus in cash,
Mr. Olinger elected to receive $300,000 in cash and a grant
of 4,101 restricted shares of our common stock, which vests over
3 years. In addition, Mr. Olinger received a
performance grant of 11,638 restricted shares of our common
stock which vests over 4 years, and a performance option to
purchase up to 20,925 shares of our common stock, which
vests over 3 years. Mr. Olinger commenced employment
with us on February 23, 2007, and received a grant of
10,000 restricted shares of common stock, which vests over
5 years. Of this amount, we expensed $97,543 in fiscal
2007. Mr. Olingers 2007 salary, bonus and long-term
incentive award were prorated based on his employment
commencement date.
|
|
(11)
|
|
In connection with Mr. Cokes separation and pursuant
to the terms of Mr. Cokes separation agreement with
us, Mr. Coke was awarded a pro-rated 2007 bonus and
long-term incentive award payment of $367,972 in cash on his
termination date and was paid his regular salary through his
termination date.
|
|
|
|
Pursuant to Mr. Cokes separation agreement with us,
on his termination date, a total of 15,316 shares of
restricted common stock and 9,816 options to purchase shares of
common stock vested. As a result of the accelerated vesting of
such awards, we elected to accelerate the amortization of such
awards from the remaining normal accrual and vesting periods of
such awards so that amortization and expense would be fully
accrued by June 30, 2007. Accordingly, with respect to
these accelerated restricted stock awards, we recorded
compensation expense of $425,821 in fiscal 2007 and $171,605 in
fiscal 2006, and with respect to these accelerated option
awards, we recorded compensation expense of $63,465 in fiscal
2007 and $24,587 in fiscal 2006. In connection with
Mr. Cokes separation, he forfeited 15,024 restricted
shares of our common stock and 9,815 options to purchase shares
of our common stock with a fair value of $698,126 and $83,820,
respectively.
|
|
|
|
For performance in 2006, Mr. Coke was awarded a bonus of
$575,000. In addition, pursuant to Mr. Cokes
separation agreement with us, he received his 2006 long-term
equity incentive award in cash instead of equity in an amount
equal to $760,000.
|
|
|
|
For performance in 2005, Mr. Coke was awarded a bonus of
$495,647. In lieu of receiving his entire 2005 bonus in cash,
Mr. Coke elected to receive $123,912 in cash and a grant of
8,948 restricted shares of our common stock, which vested over
3 years. In addition, Mr. Coke received a performance
grant of 14,791
|
37
|
|
|
|
|
restricted shares of our common stock, which vested over
5 years. Of these amounts, we expensed $308,450 in fiscal
2006. Additionally, Mr. Coke received a performance option
to purchase up to 29,447 shares of our common stock, which
vested over 3 years. Of this amount, we expensed $83,826 in
fiscal 2006.
|
|
|
|
For performance in 2004, Mr. Coke was awarded a bonus of
$208,000. In addition, Mr. Coke received a performance
grant of 8,039 restricted shares of our common stock, which
vested over 5 years. Of this amount, we expensed $61,997 in
fiscal 2006.
|
|
|
|
For performance in 2003, Mr. Coke was awarded a bonus of
$250,000. In lieu of receiving his 2003 bonus in cash,
Mr. Coke elected to receive $125,000 in cash and a grant of
4,431 restricted shares of our common stock, which vested over
3 years. In addition, Mr. Coke received a performance
grant of 11,698 restricted shares of our common stock, which
vested over 5 years. Of these amounts, we expensed $134,573
in fiscal 2006. Additionally, Mr. Coke received a
performance option to purchase up to 33,373 shares of our
common stock, which vested over 3 years. Of this amount, we
expensed $45,832 in fiscal 2006.
|
|
|
|
For performance in 2002, Mr. Coke received a performance
grant of 15,210 restricted shares of our common stock, which
vested over 5 years. Of this amount, we expensed $82,499 in
fiscal 2006.
|
|
|
|
For performance in 2001, Mr. Coke received a performance
grant of 7,607 restricted shares of our common stock, which
vested over 5 years. Of this amount, we expensed $39,997 in
fiscal 2006.
|
|
|
|
For performance in 2000, Mr. Coke received a grant of 2,025
restricted shares of our common stock, which vested over
5 years. Of this amount, we expensed $2,500 in fiscal 2006.
|
|
(12)
|
|
For performance in 2007, Mr. Jaquier was awarded a bonus of
$860,000. In lieu of receiving his 2007 bonus in cash,
Mr. Jaquier elected to exchange 25% of his annual bonus
into restricted stock and received a grant of 5,511 restricted
shares of our common stock, which vests over 3 years. In
addition, Mr. Jaquier received a performance grant of
28,671 restricted shares of our common stock, which vests over
4 years, and a performance option to purchase up to
38,661 shares of our common stock, which vests over
3 years.
|
|
|
|
For performance in 2006, Mr. Jaquier was awarded a bonus of
$625,000. In lieu of receiving his 2006 bonus in cash,
Mr. Jaquier elected to receive $300,000 in cash and a grant
of 6,329 restricted shares of our common stock, which vests over
3 years. In addition, Mr. Jaquier received a
performance grant of 10,906 restricted shares of our common
stock, which vests over 5 years. Of these amounts, we
expensed $242,981 in fiscal 2007. Mr. Jaquier also received
a performance option to purchase up to 14,705 shares of our
common stock, which vests over 3 years. Of these amounts,
we expensed $51,335 in fiscal 2007.
|
|
|
|
For performance in 2005, Mr. Jaquier was awarded a bonus of
$453,769. In lieu of receiving his 2005 bonus in cash,
Mr. Jaquier elected to receive a grant of 3,701 restricted
shares of our common stock, which vests over 3 years. In
addition, Mr. Jaquier received a performance grant of
18,489 restricted shares of our common stock, which vests over
5 years. Of these amounts, we expensed $241,230 in fiscal
2007 and $256,042 in fiscal 2006. Mr. Jaquier also received
a performance option to purchase up to 36,809 shares of our
common stock, which vests over 3 years. Of this amount, we
expensed $105,870 in fiscal 2007 and $104,783 in fiscal 2006.
|
|
|
|
For performance in 2004, Mr. Jaquier was awarded a bonus of
$268,500. In lieu of receiving his 2004 bonus in cash,
Mr. Jaquier elected to receive $250,000 in cash and a grant
of 599 restricted shares of our common stock, which vested over
3 years. In addition, Mr. Jaquier received a
performance grant of 12,059 restricted shares of our common
stock, which vests over 5 years. Of these amounts, we
expensed $96,413 in fiscal 2007 and $100,698 in fiscal 2006.
Mr. Jaquier also received a performance option to purchase
up to 75,242 shares of our common stock which vested over
3 years. Of this amount, we expensed $113,583 in fiscal
2007 and $112,361 in fiscal 2006.
|
|
|
|
For performance in 2003, Mr. Jaquier was awarded a bonus of
$265,000. In lieu of receiving his 2003 bonus in cash,
Mr. Jaquier elected to receive $200,000 in cash and a grant
of options to purchase up to 21,298 shares of our common
stock, which vested over 3 years. Mr. Jaquier also
received a performance option to purchase up to
58,252 shares of our common stock which vested over
3 years. Of these amounts, we expensed $87,582 in fiscal
2006. In addition, Mr. Jaquier received a performance grant
of 10,209 restricted shares of our common stock, which vests
over 5 years. Of this amount, we expensed $70,635 in fiscal
2007 and $71,994 in fiscal 2006.
|
38
|
|
|
|
|
For performance in 2002, Mr. Jaquier received a performance
grant of 12,168 restricted shares of our common stock, which
vested over 5 years. Of this amount, we expensed $65,814 in
fiscal 2007 and $65,999 in fiscal 2006.
|
|
|
|
For performance in 2001, Mr. Jaquier received a performance
grant of 5,230 restricted shares of our common stock, which
vested over 5 years. Of this amount, we expensed $27,499 in
fiscal 2006.
|
|
(13)
|
|
For performance in 2007, Mr. Reilly was awarded a bonus of
$860,000. In addition, Mr. Reilly received a performance
grant of 35,838 restricted shares of our common stock, which
vests over 4 years.
|
|
|
|
For performance in 2006, Mr. Reilly was awarded a bonus of
$600,000. In addition, Mr. Reilly received a performance
grant of 12,854 restricted shares of our common stock, which
vests over 5 years. Of this amount, we expensed $145,235 in
fiscal 2007.
|
|
|
|
For performance in 2005, Mr. Reilly was awarded a
performance of grant of 18,489 shares of restricted stock,
which vests over 5 years. Of this amount, we expensed
$179,655 in fiscal 2007 and $191,990 in fiscal 2006.
|
|
|
|
For performance in 2004, Mr. Reilly was awarded a bonus of
$125,000. In lieu of receiving his entire 2004 bonus in cash,
Mr. Reilly elected to receive $62,500 in cash and a grant
of 2,026 restricted shares of our common stock, which vested
over 3 years. In addition, Mr. Reilly received a
performance grant of 10,762 restricted shares of our common
stock, which vests over 5 years. Of these amounts, we
expensed $105,159 in fiscal 2007 and $109,037 in fiscal 2006.
|
|
|
|
For performance in 2003, Mr. Reilly was awarded a bonus of
$25,000. In lieu of receiving his entire 2003 bonus in cash,
Mr. Reilly elected to receive a grant of 886 restricted
shares of our common stock, which vested over 3 years. In
addition, Mr. Reilly was awarded a performance grant of
1,531 restricted shares of our common stock, which vests over
5 years. Of these amounts, we expensed $10,593 in fiscal
2007 and $21,210 in fiscal 2006. Mr. Reilly also received a
grant of options to purchase 8,737 shares of our common
stock, which vested over 3 years. Of this amount, we
expensed $11,999 in fiscal 2006.
|
|
|
|
Mr. Reilly commenced employment with us on October 7,
2003, and received a grant of 6,500 restricted shares of common
stock, which vests over 5 years. Of this amount, we
expensed $39,088 in fiscal 2007 and $40,872 in fiscal 2006.
|
|
(14)
|
|
For performance in 2007, Mr. Roberts was awarded a bonus of
$715,300. In addition, Mr. Roberts received a performance
grant of 28,552 restricted shares of our common stock, which
vests over 4 years.
|
|
|
|
For performance in 2006, Mr. Roberts was awarded a bonus of
$575,000. In addition, Mr. Roberts received a performance
grant of 11,841 restricted shares of our common stock, which
vests over 5 years. Of this amount, we expensed $133,789 in
fiscal 2007.
|
|
|
|
For performance in 2005, Mr. Roberts was awarded a bonus of
$571,901. In lieu of receiving his 2005 bonus in cash,
Mr. Roberts elected to receive a grant of 13,768 restricted
shares of our common stock, which vests over 3 years. In
addition, Mr. Roberts received a performance grant of
18,489 restricted shares of our common stock, which vests over
5 years. Of these amounts, we expensed $408,717 in fiscal
2007 and $430,268 in fiscal 2006.
|
|
|
|
For performance in 2004, Mr. Roberts received a performance
grant of 19,839 restricted shares of our common stock, which
vests over 5 years. Of this amount, we expensed $145,986 in
fiscal 2007 and $152,998 in fiscal 2006.
|
|
|
|
For performance in 2003, Mr. Roberts was awarded a bonus of
$230,000. In lieu of receiving his 2003 bonus in cash,
Mr. Roberts elected to receive a grant of 8,153 restricted
shares of our common stock, which vested over 3 years. In
addition, Mr. Roberts received a performance grant of
11,344 restricted shares of our common stock, which vests over
5 years. Of these amounts, we expensed $78,488 in fiscal
2007 and $175,823 in fiscal 2006.
|
|
|
|
For performance in 2002, Mr. Roberts received a performance
grant of 10,371 restricted shares of our common stock, which
vested over 5 years. Of this amount, we expensed $56,094 in
fiscal 2007 and $56,252 in fiscal 2006.
|
|
|
|
For performance in 2001, Mr. Roberts received a performance
grant of 9,034 restricted shares of our common stock, which
vested over 5 years. Of this amount, we expensed $47,501 in
fiscal 2006.
|
39
|
|
|
|
|
For performance in 2000, Mr. Roberts received a grant of
3,544 restricted shares of our common stock, which vested over
5 years. Of this amount, we expensed $4,375 in fiscal 2006.
|
Grants of
Plan-Based Awards
The following table shows certain information relating to
restricted shares of common stock and options to purchase shares
of our common stock granted to the Named Executive Officers in
2007 under our Amended and Restated 2002 Stock Option and
Incentive Plan.
All such 2007 grants were made in connection with performance in
2006 or, in the case of Mr. Olinger, as a new hire grant in
2007. For information on 2007 grants made in connection with
performance in 2007, please see our Compensation Discussion and
Analysis and the footnotes to the Summary Compensation Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
All Other Stock
|
|
|
Number of
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
Awards: Number of
|
|
|
Securities
|
|
|
Exercise or Base
|
|
|
of Stock and
|
|
|
|
|
|
|
Shares of Stock or
|
|
|
Underlying
|
|
|
Price of Option
|
|
|
Option
|
|
Name
|
|
Grant Date
|
|
|
Units (#)
|
|
|
Options (#)
|
|
|
Awards ($/Sh)
|
|
|
Awards
($)
(5)
|
|
|
Hamid R. Moghadam
|
|
|
2/15/2007
|
|
|
|
31,162
|
(1)
|
|
|
|
|
|
|
|
|
|
|
1,999,977
|
|
|
|
|
2/15/2007
|
|
|
|
30,196
|
(2)
|
|
|
|
|
|
|
|
|
|
|
1,937,979
|
|
Thomas S. Olinger
|
|
|
3/01/2007
|
|
|
|
10,000
|
(1)
|
|
|
|
|
|
|
|
|
|
|
584,300
|
|
Michael A. Coke
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guy F. Jaquier
|
|
|
2/15/2007
|
|
|
|
|
|
|
|
14,705
|
(3)(4)
|
|
|
64.18
|
|
|
|
174,990
|
|
|
|
|
2/15/2007
|
|
|
|
10,906
|
(1)
|
|
|
|
|
|
|
|
|
|
|
699,944
|
|
|
|
|
2/15/2007
|
|
|
|
6,329
|
(2)
|
|
|
|
|
|
|
|
|
|
|
406,195
|
|
Eugene F. Reilly
|
|
|
2/15/2007
|
|
|
|
12,854
|
(1)
|
|
|
|
|
|
|
|
|
|
|
824,970
|
|
John T. Roberts, Jr.
|
|
|
2/15/2007
|
|
|
|
11,841
|
(1)
|
|
|
|
|
|
|
|
|
|
|
759,955
|
|
|
|
|
(1)
|
|
All shares of restricted stock granted to Named Executive
Officers with respect to 2006 performance were granted on
February 15, 2007 and vest in five equal annual
installments (rounded to the nearest whole share of common
stock) on February 1, 2008, 2009, 2010, 2011 and 2012.
Mr. Olingers new hire grant vests in five equal
annual installments on the anniversary of his grant date. All
dividends paid on unvested shares of restricted stock are paid
at the same rate as paid to all stockholders, $0.50 per share
per quarter in 2007.
|
|
(2)
|
|
All shares of restricted stock granted to Named Executive
Officers with respect to 2006 performance were granted on
February 15, 2007 and vest in three annual installments
(rounded to the nearest whole share of common stock) on
February 1, 2008, 2009 and 2010; 40% in each of the first
two years, and 20%in the third year. All dividends paid on
unvested shares of restricted stock are paid at the same rate as
paid to all stockholders, $0.50 per share per quarter in 2007.
|
|
(3)
|
|
All options granted to Named Executive Officers with respect to
2006 performance were granted on February 15, 2007 and
become exercisable in three equal annual installments (rounded
to the nearest whole share of our common stock) on
February 1, 2008, 2009 and 2010. All options granted with
respect to 2006 performance granted in 2007 to Named Executive
Officers vest fully on February 1, 2010 and have a term of
not more than ten years. The option exercise price is equal to
the fair market value of the common stock on the date of grant.
|
|
(4)
|
|
The total number of shares of common stock underlying such
options used in such calculation is as of February 15,
2007, the grant date of the annual options relating to 2006
performance.
|
|
(5)
|
|
These amounts are the full grant date fair value of the awards
determined in accordance with FAS 123R.
|
Equity
Compensation Plan Information
We have two equity compensation plans: (1) the Third
Amended and Restated 1997 Stock Option and Incentive Plan, as
amended, and (2) the Amended and Restated 2002 Stock Option
and Incentive Plan, as amended. A total of
17,500,000 shares of common stock are authorized for
issuance pursuant to the Amended and Restated 2002 Stock Option
and Incentive Plan, and no new grants are being made from the
Third Amended and Restated
40
1997 Stock Option and Incentive Plan, as amended. Currently,
awards under the stock option and incentive plans consist of
non-qualified stock options and restricted shares of common
stock. Our stockholders have approved both stock option and
incentive plans. As of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities to be
|
|
|
|
|
|
Number of Securities
|
|
|
|
Issued Upon
|
|
|
Weighted-Average
|
|
|
Remaining Available
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
for Future Issuance
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Under Equity
|
|
Plan Category
|
|
Options
|
|
|
Options
|
|
|
Compensation Plans
|
|
|
Equity compensation plans approved by security holders
|
|
|
5,885,777
|
|
|
|
35.63
|
|
|
|
9,443,727
|
|
Equity compensation plans not approved by security holders
|
|
|
None
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Exercises
and Holdings of Previously Awarded Equity
The following table sets forth certain information concerning
exercised and unexercised options held by the Named Executive
Officers at December 31, 2007.
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Option Awards
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Plan Awards:
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
|
Number of
|
|
|
Payout Value
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Shares or
|
|
|
Unearned
|
|
|
of Unearned
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Units of
|
|
|
Shares, Units
|
|
|
Shares, Units
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Stock That
|
|
|
or Other
|
|
|
or Other
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
Have Not
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
Grant
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Vested
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
Date
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Options (#)
|
|
|
Price ($)
|
|
|
Date
|
|
|
Vested (#)
|
|
|
($)
(1)
|
|
|
Vested (#)
|
|
|
Vested ($)
|
|
|
Hamid R. Moghadam
|
|
|
02/27/01
|
|
|
|
262,500
|
(2)
|
|
|
|
|
|
|
|
|
|
|
24.60
|
|
|
|
02/27/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/27/01
|
|
|
|
106,417
|
(2)
|
|
|
|
|
|
|
|
|
|
|
24.60
|
|
|
|
02/27/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/27/01
|
|
|
|
53,208
|
(2)
|
|
|
|
|
|
|
|
|
|
|
24.60
|
|
|
|
02/27/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05/22/01
|
|
|
|
152,672
|
(2)
|
|
|
|
|
|
|
|
|
|
|
24.69
|
|
|
|
05/22/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/02
|
|
|
|
83,805
|
(3)
|
|
|
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/02
|
|
|
|
41,903
|
(2)
|
|
|
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/02
|
|
|
|
228,902
|
(2)
|
|
|
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
296,296
|
(3)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
103,704
|
(2)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
285,490
|
(2)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
152,912
|
(2)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
120,131
|
(3)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
42,045
|
(2)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
95,146
|
(2)
|
|
|
47,572
|
|
|
|
|
|
|
|
38.56
|
|
|
|
02/07/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,442
|
(4)
|
|
|
370,802
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,720
|
(4)
|
|
|
617,043
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,723
|
(4)
|
|
|
789,896
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,474
|
(2)
|
|
|
315,083
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,306
|
(4)
|
|
|
2,838,053
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,178
|
(2)
|
|
|
1,334,126
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,162
|
(4)
|
|
|
1,793,685
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,196
|
(5)
|
|
|
1,738,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
2,025,131
|
|
|
|
47,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170,201
|
|
|
|
9,796,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
03/01/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
(6)
|
|
|
575,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
575,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guy F. Jaquier
|
|
|
02/26/02
|
|
|
|
79,480
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
10,739
|
(3)
|
|
|
0
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
3,758
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Option Awards
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Plan Awards:
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
|
Number of
|
|
|
Payout Value
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Shares or
|
|
|
Unearned
|
|
|
of Unearned
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Units of
|
|
|
Shares, Units
|
|
|
Shares, Units
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Stock That
|
|
|
or Other
|
|
|
or Other
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
Have Not
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
Grant
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Vested
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
Date
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Options (#)
|
|
|
Price ($)
|
|
|
Date
|
|
|
Vested (#)
|
|
|
($)
(1)
|
|
|
Vested (#)
|
|
|
Vested ($)
|
|
|
|
|
|
02/13/03
|
|
|
|
107,843
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
58,252
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
15,777
|
(3)
|
|
|
0
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
5,521
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
50,162
|
(2)
|
|
|
25,080
|
|
|
|
|
|
|
|
38.56
|
|
|
|
02/07/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
12,270
|
(2)
|
|
|
24,539
|
|
|
|
|
|
|
|
51.92
|
|
|
|
02/06/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
0
|
(2)
|
|
|
14,705
|
|
|
|
|
|
|
|
64.18
|
|
|
|
02/15/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,433
|
(4)
|
|
|
140,043
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,083
|
(4)
|
|
|
235,017
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,235
|
(4)
|
|
|
416,447
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199
|
(2)
|
|
|
11,455
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,791
|
(4)
|
|
|
851,370
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,467
|
(2)
|
|
|
142,001
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,329
|
(5)
|
|
|
364,297
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,906
|
(4)
|
|
|
627,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
343,802
|
|
|
|
64,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,443
|
|
|
|
2,788,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
01/27/04
|
|
|
|
8,737
|
(2)
|
|
|
0
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/16/03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,300
|
(4)
|
|
|
74,828
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
612
|
(4)
|
|
|
35,227
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
675
|
(2)
|
|
|
38,853
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,456
|
(4)
|
|
|
371,607
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,791
|
(4)
|
|
|
851,370
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,854
|
(4)
|
|
|
739,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
8,737
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,688
|
|
|
|
2,111,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Roberts
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,841
|
(4)
|
|
|
681,568
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,791
|
(4)
|
|
|
851,370
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,178
|
(2)
|
|
|
528,286
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,903
|
(4)
|
|
|
685,137
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,537
|
(4)
|
|
|
261,150
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,074
|
(4)
|
|
|
119,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,324
|
|
|
|
3,126,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Based on a price per share of our common stock of $57.56, the
closing price per share on the New York Stock Exchange on
December 31, 2007.
|
|
(2)
|
|
One-third of the shares vest annually on January 1.
|
|
(3)
|
|
One hundred percent of the shares vested on the date of grant.
|
|
(4)
|
|
One-fifth of the shares vest annually on January 1.
|
|
(5)
|
|
The shares vest over three years on February 1; 40% annually for
the first 2 years and 20% in the third year.
|
|
(6)
|
|
One-fifth of the shares vest annually on the date of grant.
|
42
Option
Exercises and Stock Vested
The following table discloses stock option exercises and vesting
of restricted stock awards for our Named Executive Officers in
2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
Name
|
|
Exercise (#)
|
|
|
Exercise
($)
(1)(2)
|
|
|
Vesting (#)
|
|
|
Vesting
($)
(1)(2)
|
|
|
Hamid R. Moghadam
|
|
|
606,384
|
|
|
|
|
|
|
|
48,780
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Coke
|
|
|
95,407
|
|
|
|
2,459,465
|
|
|
|
31,246
|
|
|
|
853,210
|
|
Guy F. Jaquier
|
|
|
25,000
|
|
|
|
967,750
|
|
|
|
13,065
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
|
|
|
|
|
|
|
|
8,427
|
|
|
|
499,951
|
|
John T. Roberts Jr.
|
|
|
|
|
|
|
|
|
|
|
21,122
|
|
|
|
|
|
|
|
|
(1)
|
|
The value of the vested stock award releases on January 1,
2007 set forth above is based on the closing sales price of our
common stock at $58.61 per share on December 29, 2006, and
for stock option exercises, is based on the sales price of our
common stock upon exercise and sale.
|
|
(2)
|
|
Certain of the values realized on exercise or vesting in these
columns are zero because the respective executive officer
elected to defer such compensation amount into our nonqualified
deferred compensation plan.
|
|
|
|
In 2007, Mr. Moghadam deferred receipt of $24,367,139 of
the gain attributable to stock option exercises for options to
purchase 606,384 shares of our common stock that were
earned and vested prior to December 31, 2004 and receipt of
48,780 shares of vested stock award releases valued at
$2,858,996 by way of the companys nonqualified deferred
compensation program. In connection with this deferral,
204,152 shares were forfeited to pay applicable taxes owed
on the deferred amounts.
|
|
|
|
In 2007, Mr. Coke deferred receipt of 16,977 shares of
vested stock award releases valued at $1,009,210 by way of the
companys nonqualified deferred compensation program. These
shares were ultimately distributed from such plan in 2007 as
discussed in the Nonqualified Deferred Compensation Table below.
|
|
|
|
In 2007, Mr. Jaquier deferred receipt of 13,065 shares
of vested stock award releases valued at $765,740 by way of the
companys nonqualified deferred compensation program.
|
|
|
|
In 2007, Mr. Roberts deferred receipt of 21,122 shares
of vested stock award releases valued at $1,237,960 by way of
the companys nonqualified deferred compensation program.
|
|
|
|
Such deferred compensation will be distributed in accordance
with the respective individuals elections and the
applicable plan provisions.
|
Pension
Benefits, Nonqualified Deferred Compensation and
Post-Termination and
Change-In-Control
Agreements
Pension
Benefits
The company does not maintain a defined benefit pension plan.
Nonqualified
Deferred Compensation
The following Named Executive Officers participate in our
Nonqualified Deferred Compensation Plans. With respect to 2007
compensation, Mr. Moghadam elected to defer 100% of his
salary, 100% of the restricted stock portion of his bonus and
long-term incentive award as well as certain stock option gains
attributable to designated stock option awards from prior years
that were earned and vested prior to December 31, 2004
under the plans; Mr. Jaquier elected to defer 100% of the
restricted stock portion of his bonus and long-term incentive
award under the plans; and Mr. Roberts elected to defer 30%
of his salary, 100% of the cash portion of his bonus, and 100%
of the restricted stock portion of his bonus and long-term
incentive award under the plans.
43
The following table discloses the amount of contributions to our
nonqualified deferred compensation program and aggregate
earnings, withdrawals and distributions for our Named Executive
Officers in 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings
|
|
|
Withdrawals/
|
|
|
Balance
|
|
Name
|
|
2007
($)
(1)
|
|
|
2007 ($)
|
|
|
in 2007
($)
(2)
|
|
|
Distributions ($)
|
|
|
at 12/31/07
($)
(3)
|
|
|
Hamid R. Moghadam
|
|
|
27,871,975
|
|
|
|
|
|
|
|
150,553
|
|
|
|
|
|
|
|
71,971,210
|
|
Thomas S. Olinger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Coke
|
|
|
1,012,805
|
|
|
|
|
|
|
|
181,725
|
|
|
|
(3,000,891
|
)
|
|
|
3,056
|
|
Guy F. Jaquier
|
|
|
770,443
|
|
|
|
|
|
|
|
21,722
|
|
|
|
|
|
|
|
2,229,809
|
|
Eugene F. Reilly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
|
1,365,639
|
|
|
|
|
|
|
|
70,793
|
|
|
|
|
|
|
|
5,001,700
|
|
|
|
|
(1)
|
|
This column includes amounts that were also reported in the
Summary Compensation Table as 2007 compensation.
|
|
(2)
|
|
None of the earnings in this column is included in the Summary
Compensation Table because they were not preferential or above
market.
|
|
(3)
|
|
The aggregate earnings and balances reported may fluctuate from
year to year as a result of fluctuations in the value of equity
compensation deferred due to changes in the value of the
companys stock price on December 31, 2007.
|
In 2007, we maintained two nonqualified deferred compensation
plans: (i) the Amended and Restated AMB 2005 Nonqualified
Deferred Compensation Plan and (ii) the Amended and
Restated Nonqualified Deferred Compensation Plan.
The Amended and Restated Nonqualified Deferred Compensation Plan
allowed our directors and a select group of management and
highly compensated employees, namely, our officers and the
officers of certain of our affiliates, to defer receiving
certain of their compensation earned and vested on or prior to
December 31, 2004. It also enabled participants who are
employees to defer up to 100% of their annual base pay and up to
100% of the cash portion of their annual bonuses on a pre-tax
basis, participants who are non-employee members of our Board of
Directors to defer all or a portion of their meeting fees
and/or
committee chairmanship fees, and participants who participate in
our stock option and incentive plans to defer the receipt of
stock option gains and restricted stock awards that they receive
under such plans, subject to restrictions. In accordance with an
exemption permitted under Section 409A of the Internal
Revenue Code and the related rules, regulations and guidance
issued by the Department of Treasury and Internal Revenue
Service, our Board of Directors further amended and restated the
Amended and Restated Nonqualified Deferred Compensation Plan in
2006 to provide that the plan will only be maintained with
respect to deferrals for compensation amounts and investment
credits on such amounts earned and vested on or prior to
December 31, 2004. The amendment and restatement to the
Amended and Restated Nonqualified Deferred Compensation Plan was
adopted to confirm the grandfathered status of this plan under
Section 409A of the Internal Revenue Code.
Pursuant to the Amended and Restated AMB 2005 Nonqualified
Deferred Compensation Plan, certain eligible employees and
non-employee directors of us, AMB Property, L.P. and our
participating subsidiaries may elect to defer up to 100% of
their eligible compensation, such as annual salary, bonus,
restricted stock and directors fees, earned or vested on
or after January 1, 2005. The terms of this plan are
materially similar to the terms of the Amended and Restated
Nonqualified Deferred Compensation Plan except for changes
necessary to comply with Section 409A of the Internal
Revenue Code and the related rules, regulations and guidance
issued by the Department of Treasury and the Internal Revenue
Service to date. Amounts deferred under the Amended and Restated
Nonqualified Deferred Compensation Plan, but not vested as of
December 31, 2004, were automatically transferred to the
Amended and Restated AMB 2005 Nonqualified Deferred Compensation
Plan. Distributions to our officers under this plan in the event
of termination or retirement commence six months after such
event in accordance with the terms of their deferral elections.
The deferred compensation under each of these plans is our
unsecured obligation. Participants select from various
investment options available under the plans to invest their
elective deferrals. There are no guaranteed
44
returns for any of the investment options or for any
participants in the plans. The amount of earnings that a
participant receives depends on the participants
investment elections for their deferrals on cash amounts
deferred and dividends deferred on company stock and on the
performance of company stock when a participant defers receipt
of equity-based compensation. The non-qualified deferred
compensation plans offer similar investments choices as our
401(k) savings plan. Company stock is not an investment option
available to either employees who elect to defer a portion of
their annual base pay or their cash bonus or non-employee
directors who elect to defer all or a portion of their meeting
fees
and/or
chairmanship fees. When a participant defers the receipt of
equity-based compensation, the amounts must be deferred in our
company stock, and at no time can these deferrals into company
stock be reinvested in any other investment option. Deferred
equity compensation is distributed only in the form of shares of
company stock. On the other hand, dividends earned on deferred
equity-based compensation must be invested in investment options
other than our common stock. Distributions under these plans are
made either in a lump sum or installment payments up to
10 years upon either a fixed date or retirement, as elected
by the participant in their deferral election form or
re-deferral form under plan provisions. In the event of a
participants termination, death, disability or a change in
control of the company occurring earlier than the elected
distribution date, deferred amounts would be distributed
commencing upon the earlier event in accordance with the plan
provisions.
We have reserved the right under the Amended and Restated AMB
2005 Nonqualified Deferred Compensation Plan and the Amended and
Restated Nonqualified Deferred Compensation Plan to make
discretionary matching contributions to participant accounts
from time to time. We made no discretionary contributions in
2007. The participants elective deferrals and any matching
contributions are 100% vested immediately. We pay all of the
administrative costs of the plan.
Third
Amended and Restated 1997 Stock Option and Incentive
Plan
The Third Amended and Restated 1997 Stock Option and Incentive
Plan, as amended, was adopted by the Board of Directors and
approved by the stockholders to enable executive officers,
employees and consultants of AMB Property Corporation and
certain subsidiaries, and directors of AMB Property Corporation,
to participate in the ownership of AMB Property Corporation. The
1997 plan was designed to attract and retain our executive
officers, other key employees and directors, and to provide
incentives to such persons to maximize our performance. The 1997
plan covered an aggregate of 8,950,000 shares of our common
stock and expired in 2007. The 1997 plan does not permit
re-pricing of stock options without stockholder approval.
Employees and consultants of AMB Property Corporation and
certain subsidiaries, and directors of AMB Property Corporation,
were eligible to receive options, stock payments, performance
awards, restricted stock, dividend equivalents, deferred stock
and stock appreciation rights under the 1997 plan. Our employees
and consultants also were eligible to receive stock appreciation
rights under the 1997 plan. In addition, Non-Employee Directors
(as defined in the 1997 plan) and our employees and consultants
were eligible to receive options to purchase shares of our
common stock under the 1997 plan.
However, because the plan expired in November 2007 and we did
not elect to submit such plan for re-approval by our
stockholders, we are no longer issuing new equity grants from
this plan. As of December 31, 2007, we have approximately
1,348,640 shares reserved for issuance upon exercise of
outstanding option grants made prior to 2007.
Amended
and Restated 2002 Stock Option and Incentive Plan
The Amended and Restated 2002 Stock Option and Incentive Plan,
as amended, was originally adopted by the Board of Directors on
February 26, 2002 and approved by the stockholders on
May 30, 2002, to enable executive officers, employees and
consultants of AMB Property Corporation and certain
subsidiaries, and directors of AMB Property Corporation, to
participate in the ownership of AMB Property Corporation, and
was amended and restated by the Board of Directors on
February 16, 2007 and approved by the stockholders on
May 10, 2007. The 2002 plan is designed to attract and
retain our executive officers, other employees and directors,
and to provide incentives to such persons to maximize our
performance. The 2002 plan currently covers an aggregate of
17,500,000 shares of our common stock and will expire in
2017. The 2002 plan does not permit re-pricing of stock options
without stockholder approval.
45
Employees and consultants of AMB Property Corporation and
certain subsidiaries, and directors of AMB Property Corporation,
may receive options, stock payments, performance awards,
restricted stock, dividend equivalents, deferred stock and stock
appreciation rights under the 2002 plan. Only employees of AMB
Property Corporation or its subsidiaries that are corporations
may receive incentive stock options under the 2002 plan. New
employees employed in our U.S. offices generally receive
initial grants of stock options or restricted stock under the
2002 plan when such employees begin employment with us, which
vest over a number of years, assuming continued employment.
401(k)
Plan
Effective November 26, 1997, we established our
Section 401(k) Savings and Retirement Plan to cover our
eligible employees. During the first quarter of 2007, the 401(k)
plan permitted our eligible employees to defer up to 20% of
their annual compensation (as adjusted under the terms of the
plan), subject to certain limitations imposed by the Internal
Revenue Code of 1986, as amended. During the remainder of 2007,
the percentage of compensation that may be deferred was
increased to 75%, subject to certain limitations. Employees at
least 50 years of age by the end of 2007 were eligible to
make additional 401(k)
catch-up
contributions to a maximum of $5,000. The employees
elective deferrals are immediately vested and non-forfeitable
upon contribution to the 401(k) plan. We currently make matching
cash contributions to the 401(k) account of each eligible
employee in an amount equal to 50% of the first 6.0% of annual
compensation deferred by each employee, up to a maximum match by
the company of the amount permitted by law to each participating
employee per year; however, in addition, we have reserved the
right to make greater matching contributions in the form of
discretionary contributions. Participants vest fully in the
matching contributions one year after the commencement of their
employment with us. We made no discretionary contributions to
the 401(k) plan in 2007. Our employees are eligible to
participate in the 401(k) plan upon commencement of their
employment with us. In connection with the 401(k) plan, we paid
approximately $1.0 million in cash with respect to our
matching contribution for the year ended December 31, 2007.
Our common stock is not an investment option available to
employees pursuant to the terms of the 401(k) plan. The 401(k)
plan is intended to qualify under Section 401 of the
Internal Revenue Code of 1986, as amended, so that contributions
by employees to the 401(k) plan, and income earned on plan
contributions, are not subject to income tax until withdrawn
from the 401(k) plan.
Employment
Agreements; Separation Agreement and Release of Claims
Currently, there are no employment agreements between us and any
of the Named Executive Officers.
However, Mr. Coke entered into a Separation Agreement and
Release of Claims with us on November 21, 2006 in
connection with his retirement. In connection with
Mr. Cokes separation agreement, Mr. Coke
resigned his position as chief financial officer on
March 1, 2007, and continued as a full-time employee until
May 1, 2007. We paid Mr. Coke his current full-time
salary until his resignation and termination date of May 1,
2007. On his termination date, we paid Mr. Coke all accrued
and unpaid salary and vacation, subject to standard deductions
and withholdings. We also paid Mr. Coke his 2006 bonus and
2007 long-term incentive award (less all applicable deductions)
in cash in accordance with our current compensation policies at
the same time we paid our other employees their bonus with
respect to their 2006 performance. On his termination date, we
paid Mr. Coke a prorated target 2007 bonus and a prorated
target 2008 long-term incentive award in cash based on his
full-time employment for the period beginning January 1,
2007 and ending on May 1, 2007. On his termination date,
Mr. Coke vested in a portion of his shares of then-unvested
restricted common stock (totaling 15,316 shares) and a
portion of his then-unvested options to purchase shares of our
common stock (totaling options to purchase 9,816 shares).
This separation agreement also subjected Mr. Coke to
certain non-competition provisions until a year after
May 1, 2007, non-solicitation provisions until two years
after May 1, 2007 and confidentiality provisions prior to
and after his termination date. Generally, such provisions
restrict Mr. Cokes ability to compete with us, to
solicit our employees, and to disclose our confidential
information. In return for the payments and benefits provided by
this separation agreement, Mr. Coke released us from all
claims regarding his employment or termination of employment up
to November 21, 2006.
46
Change in
Control and Noncompetition Agreements
In addition, each of our executive officers, including Named
Executive Officers, has entered into a Change in Control and
Noncompetition Agreement with us which replaced the employment
agreements that generally had been entered into at the time of
our initial public offering. Mr. Moghadam entered into a
Change in Control and Noncompetition Agreement at the time of
our initial public offering which became effective on
November 26, 1998. Messrs. Coke and Roberts entered
into such agreements with us on January 1, 2000, when they
became Executive Vice Presidents; Mr. Jaquier entered into
such an agreement with us on June 20, 2000, his first day
of employment; Mr. Reilly entered into such an agreement
with us on October 7, 2003, his first day of employment,
and Mr. Olinger entered into such an agreement with us on
February 23, 2007, his first day of employment. In
September 2007, each of our executive officers, including the
Named Executive Officers, executed an amended and restated
Change in Control and Noncompetition Agreement with us. The
amended and restated agreements have an initial expiration date
of November 26, 2008, but are subject to automatic one-year
extensions following the expiration of the initial terms.
As amended and restated, the agreements provide for severance
payments during the term of the agreement in the event of a
termination of the executive officers employment resulting
from death, disability or termination without cause or voluntary
termination for good reason within two years following a change
in control (as defined in the agreements), and certain severance
payments resulting upon a change in control.
Upon death or disability, severance benefits include base
compensation, for a period of 12 months following the
termination of employment, and a bonus based on the most recent
amount received or entitled to be received. In the event of
death, such benefits are paid monthly to the executive
officers estate for a period of 12 months; in the
event of disability, such benefits are paid in a single payment
to the executive officer. We believe it is the companys
obligation to provide reasonable assistance to our executives
and their dependents from the loss resulting from an
executives death or disability. After reviewing benchmark
practices for similarly situated executives in other companies,
our Compensation Committee determined that the benefits outlined
are reasonable in size and scope.
The only other unforeseen event that our Compensation Committee
believes warrants a severance for executives is in the event of
a change in control. The purpose of a severance program under
these circumstances is to keep our executives focused on running
and growing the business and removing uncertainties around the
post-change in control employment and environment that could
arise in the marketplace. In the event of a change in control,
severance benefits are payable upon termination for good reason
or termination without cause following the change in control,
and include an amount, payable in a lump sum in cash within
30 days of the date of termination, equal to twice
(i) annual base compensation and (ii) a bonus
calculated based on the average of the most recent amounts
received or entitled to be received over the last three years,
as well as certain continuing insurance, reimbursement of COBRA
premiums and other benefits. The amended and restated agreements
provide that, among other things, following a change in control
and upon a termination for good reason or a termination without
cause, we are required to reimburse the executive for COBRA
premiums until the earlier of 24 months or the end of the
COBRA continuation period, if the executive elects COBRA
coverage, and life insurance to the executive and the
executives eligible family members for a period of twenty
four months following such termination.
In addition, following a change in control or prior to a change
in control as determined by the Board of Directors in its
discretion, whether or not the executive is terminated without
cause or for good reason, we are required to (a) make
gross-up
payments of excise taxes to the executive with respect to
certain severance payments made to our executive officers
following a change in control such that after payment by the
executive of all taxes, the executive retains an amount of the
gross-up
payment equal to the excise tax imposed upon the payments, and
(b) all options, restricted stock and other awards based
upon our equity incentive award plans or agreements held by the
executive shall immediately become fully vested, exercisable or
payable, as the case may be.
In evaluating severance benefits in the event of a change in
control, the Compensation Committee had Towers Perrin prepare a
tally sheet that valued each component of the severance benefits
for each executive. We also reviewed benchmark data comparing
similar change in control severance provisions of other
companies in our peer group. Based on this review, we determined
that the severance benefits outlined above are reasonable and
enable us to attract and retain talented executives who would
provide stable leadership for the company in the ordinary course
of business and through a change in control event. We determined
that the double trigger methodology for cash
47
severance benefits in which an executive is only
eligible to receive a cash severance payment if there is a
change in control and he or she is terminated without cause or
for good reason within two years of a change in control
event is prudent versus a single trigger
that requires a cash severance payment only upon a change in
control whether or not the executive terminates employment for
such reasons. In contrast, we determined that the single
trigger methodology was prudent in accelerating unvested
equity awards for our executives previously granted for past
performance under our pay-for-performance compensation program
in order to recognize such performance and value creation by our
executives for the company and to mitigate the risk that a
potential buyer of our company will treat our executives
unfairly or deny compensation that would otherwise have been due
if the change in control had not occurred. In particular, we
were concerned about (i) transactions in which a potential
buyer is unable or unwilling to assume our outstanding unvested
equity awards and (ii) going-private transactions (which
have occurred among our peer group in recent years) in which
converted equity awards, if any, would not provide the liquidity
to our executives that we intended while we remained publicly
traded. In addition, we determined that payment of a 280G tax
gross-up
payment in either a single-trigger or double-trigger situation
was prudent because a tax
gross-up
payment is not extra compensation, but simply provides that the
executive will receive the intended value of a severance payment
or accelerated equity award after the normal and standard taxes
are withheld, and not be subject to a punitive tax arising from
280G limits.
In consideration for the rights to receive such severance
payments, each executive officer is subject to confidentiality
obligations during employment and after termination,
non-competition obligations during the term of employment and
non-solicitation obligations for two years after the date of
termination.
Assuming a payment event occurred on December 31, 2007 with
a closing sales price of our common stock equal to $57.56 per
share, we estimate that the following payments and benefits
would be paid to our Named Executive Officers:
2007
Estimated Severance due to Disability, Death or a Change in
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
Upon Change in
|
|
|
for Good
|
|
Name of Executive and Benefits
|
|
Death
(1)
|
|
|
Disability
(1)
|
|
|
Control
(2)(3)
|
|
|
Reason
(2)(3)(4)(5)
|
|
|
Hamid R. Moghadam
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
640,500
|
|
|
$
|
640,500
|
|
|
$
|
0
|
|
|
$
|
1,281,000
|
|
Cash Severance (Bonus)
|
|
$
|
1,640,000
|
|
|
$
|
1,640,000
|
|
|
$
|
0
|
|
|
$
|
3,089,667
|
|
Health and Welfare Benefits
(continuation)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
32,033
|
|
Life Insurance
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching
Contribution
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
13,500
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
887,038
|
|
|
$
|
3,466,514
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
9,796,770
|
|
|
$
|
9,796,770
|
|
Stock Options (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
903,868
|
|
|
$
|
903,868
|
|
Total Estimated Severance Value
|
|
$
|
2,280,500
|
|
|
$
|
2,280,500
|
|
|
$
|
11,587,676
|
|
|
$
|
18,584,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
Upon Change in
|
|
|
for Good
|
|
Name of Executive and Benefits
|
|
Death
(1)
|
|
|
Disability
(1)
|
|
|
Control
(2)(3)
|
|
|
Reason
(2)(3)(4)(5)
|
|
|
Thomas S. Olinger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
365,500
|
|
|
$
|
365,500
|
|
|
$
|
0
|
|
|
$
|
731,000
|
|
Cash Severance (Bonus)
|
|
$
|
460,000
|
|
|
$
|
460,000
|
|
|
$
|
0
|
|
|
$
|
920,000
|
|
Health and Welfare Benefits
(continuation)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
32,033
|
|
Life Insurance
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching
Contribution
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
13,500
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
575,600
|
|
|
$
|
575,600
|
|
Stock Options (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Total Estimated Severance Value
|
|
$
|
825,500
|
|
|
$
|
825,500
|
|
|
$
|
575,600
|
|
|
$
|
2,273,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guy F. Jaquier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
440,500
|
|
|
$
|
440,500
|
|
|
$
|
0
|
|
|
$
|
881,000
|
|
Cash Severance (Bonus)
|
|
$
|
860,000
|
|
|
$
|
860,000
|
|
|
$
|
0
|
|
|
$
|
1,292,513
|
|
Health and Welfare Benefits
(continuation)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
32,033
|
|
Life Insurance
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching
Contribution
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
13,500
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,788,379
|
|
|
$
|
2,788,379
|
|
Stock Options (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
614,920
|
|
|
$
|
614,920
|
|
Total Estimated Severance Value
|
|
$
|
1,300,500
|
|
|
$
|
1,300,500
|
|
|
$
|
3,403,299
|
|
|
$
|
5,623,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
440,500
|
|
|
$
|
440,500
|
|
|
$
|
0
|
|
|
$
|
881,000
|
|
Cash Severance (Bonus)
|
|
$
|
860,000
|
|
|
$
|
860,000
|
|
|
$
|
0
|
|
|
$
|
1,303,765
|
|
Health and Welfare Benefits
(continuation)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
32,033
|
|
Life Insurance
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching
Contribution
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
13,500
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,159,311
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,111,761
|
|
|
$
|
2,111,761
|
|
Stock Options (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Total Estimated Severance Value
|
|
$
|
1,300,500
|
|
|
$
|
1,300,500
|
|
|
$
|
2,111,761
|
|
|
$
|
5,502,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
Upon Change in
|
|
|
for Good
|
|
Name of Executive and Benefits
|
|
Death
(1)
|
|
|
Disability
(1)
|
|
|
Control
(2)(3)
|
|
|
Reason
(2)(3)(4)(5)
|
|
|
John T. Roberts, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
440,500
|
|
|
$
|
440,500
|
|
|
$
|
0
|
|
|
$
|
881,000
|
|
Cash Severance (Bonus)
|
|
$
|
715,300
|
|
|
$
|
715,300
|
|
|
$
|
0
|
|
|
$
|
1,241,467
|
|
Health and Welfare Benefits
(continuation)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
32,033
|
|
Life Insurance
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching
Contribution
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
13,500
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3,126,889
|
|
|
$
|
3,126,889
|
|
Stock Options (vesting accelerated)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Total Estimated Severance Value
|
|
$
|
1,155,800
|
|
|
$
|
1,155,800
|
|
|
$
|
3,126,889
|
|
|
$
|
5,296,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: The severance amounts with respect to accelerated vesting
of restricted stock and stock options under the columns
Upon Change in Control and After Change in
Control and Termination will be paid only once.
|
|
|
(1)
|
|
These amounts are based on December 31, 2007 salary rate and
2007 bonus paid in 2008.
|
Estimated severance benefits due to change in control assumes
the following cash estimates:
|
|
|
(2)
|
|
Unvested equity grants as of December 31, 2007 would vest.
Stock option amounts are based on the spread between the option
exercise prices and $57.56 per share of unvested options. The
value of unvested restricted shares is based on $57.56 per share.
|
|
(3)
|
|
Estimated tax gross up is based on the 20% excise tax, grossed
up for taxes (assuming the highest applicable tax bracket), on
the amount of severance and other benefits that exceed the 280G
limit; present value calculated using 120% of the semiannual
Applicable Federal Rates for December 2007.
|
|
(4)
|
|
Amounts based on December 31, 2007 salary rate and average of
2007, 2006 and 2005 bonuses paid in 2008, 2007 and 2006.
|
|
(5)
|
|
Health and welfare benefits and life insurance premium coverage
continued for 24 months.
|
For purposes of the agreements, a change in control will be
deemed to have occurred in the following events:
(i) complete liquidation of AMB Property Corporation or an
agreement for the sale or disposition by AMB Property
Corporation of all or substantially all of our assets, or we
dispose of more than 50% of our interest in AMB Property, L.P.;
(ii) any person becomes the beneficial owner, directly or
indirectly, of securities representing 50% or more of the
combined voting power of our then outstanding securities;
(iii) during any period of 12 consecutive months,
individuals who at the beginning of such period constitute our
Board of Directors, and any new director whose election by the
Board or nomination for election by our stockholders was
approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at
least a majority of the Board of Directors; or (iv) a
merger or consolidation of AMB Property Corporation with any
other corporation or other entity, other than (A) a merger
or consolidation which would result in our voting securities
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of AMB Property
Corporation or such surviving entity outstanding immediately
after such merger or consolidation or (B) where more than
50% of the directors of AMB Property Corporation or the
surviving entity after such merger or consolidation were
directors of AMB Property Corporation immediately before such
merger or consolidation.
50
Compensation
Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Mr. Cole,
the chair, Mr. Reid and Mr. Tusher. There are no
Compensation Committee interlocks and none of our employees
participate on the Compensation Committee.
Notwithstanding anything to the contrary set forth in any of AMB
Property Corporations or AMB Property, L.P.s
previous filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including this proxy statement, in
whole or in part, the following Compensation Committee Report
and the Audit Committee Report shall not be deemed to be
incorporated by reference into any such filings and shall not
otherwise be deemed to be filed under such Acts.
COMPENSATION
COMMITTEE REPORT
Review of
Compensation Discussion and Analysis
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis set forth in this proxy
statement with management, and based on such review and
discussions, the Compensation Committee recommended to the Board
of Directors that such discussion and analysis be included in
this proxy statement and incorporated by reference to AMBs
annual report on
Form 10-K
for the fiscal year ended December 31, 2007.
Respectfully,
David A. Cole, Chair
Frederick W. Reid
Thomas W. Tusher
51
AUDIT
COMMITTEE REPORT
Membership
and Role of the Audit Committee
The Audit Committee is currently comprised of Mr. Losh,
Dr. Skelton, Ms. Kennard and Mr. Webb.
Mr. Losh serves as chair of the committee. The Board of
Directors has determined that each of the members of the Audit
Committee meets the independence and experience requirements of
our Bylaws, as well as the rules and regulations of the New York
Stock Exchange and the U.S. Securities and Exchange
Commission, as currently applicable to us. The Audit Committee
operates under a written charter adopted by the Board of
Directors, which was amended and restated on December 9,
2004.
The Audit Committee assists the Board of Directors in fulfilling
the Boards oversight responsibilities regarding the
integrity of our financial statements, our compliance with legal
and regulatory requirements, our independent registered public
accounting firms qualifications and independence, our
internal control environment and risk management and the
performance of our independent registered public accounting firm
and our internal audit function. Management has the primary
responsibility for our financial statements and financial
reporting process, including our system of internal controls.
Our independent registered public accounting firm is responsible
for performing independent audits of our financial statements
and our internal control over financial reporting in accordance
with standards of the Public Company Accounting Oversight Board
(United States) and for expressing an opinion on the conformity
of our audited financial statements with accounting principles
generally accepted in the United States of America and an
opinion on our internal control over financial reporting based
on criteria established in
Internal Control
Integrated Framework
issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Review of
Our Audited Consolidated Financial Statements and Our
Managements Report on Internal Control Over Financial
Reporting for the Year Ended December 31, 2007
The Audit Committee has reviewed and discussed with management
our audited consolidated financial statements as of and for the
year ended December 31, 2007 and the audit of internal
control over financial reporting thereof as of December 31,
2007. The Audit Committee has also discussed with
PricewaterhouseCoopers LLP, our independent registered public
accounting firm the matters specified to be discussed by the
Public Company Accounting Oversight Board in Statement on
Auditing Standards No. 61,
Communications with Audit
Committees
, as amended by the Auditing Standards Board of
the American Institute of Certified Public Accountants.
In addition, the Audit Committee has received and reviewed the
written disclosures and the letter from PricewaterhouseCoopers
LLP required by Independence Standards Board, Standard
No. 1,
Independence Discussions with Audit
Committees
, as amended, and the Audit Committee has
discussed the independence of PricewaterhouseCoopers LLP with
that firm.
Based on the reviews and discussions noted above, the Audit
Committee recommended to the Board of Directors that our audited
consolidated financial statements and our managements
report on internal control over financial reporting be included
in our Annual Report on
Form 10-K
for the year ended December 31, 2007 for filing with the
U.S. Securities and Exchange Commission.
Respectfully,
J. Michael Losh, Chair
Jeffrey L. Skelton
Lydia H. Kennard
Carl B. Webb
52
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of
March 6, 2008, regarding the beneficial ownership of common
stock and limited partnership units for (i) each person
known by us to be the beneficial owner of 5% or more, in the
aggregate, of our outstanding common stock and AMB Property,
L.P.s outstanding limited partnership units,
(ii) each director and each Named Executive Officer and
(iii) our directors and Named Executive Officers as a
group. Except as indicated below, the indicated person has sole
voting and investment power with respect to all of the shares of
common stock and limited partnership units beneficially owned by
such person.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
Number of Shares of
|
|
|
|
|
|
Percentage of
|
|
|
Outstanding
|
|
|
|
Common Stock and
|
|
|
Number of Options
|
|
|
Outstanding
|
|
|
Shares of
|
|
|
|
Units Beneficially
|
|
|
Exercisable Within
|
|
|
Shares of
|
|
|
Common Stock
|
|
Name of Beneficial
Owner
(1)
|
|
Owned
(2)
|
|
|
60 Days
|
|
|
Common
Stock
(3)
|
|
|
and
Units
(4)
|
|
|
Hamid R.
Moghadam
(5)
|
|
|
3,433,092
|
|
|
|
2,072,703
|
|
|
|
5.6
|
|
|
|
5.4
|
|
Thomas S. Olinger
|
|
|
25,024
|
|
|
|
0
|
|
|
|
*
|
|
|
|
*
|
|
Michael A.
Coke
(6)
|
|
|
84,055
|
|
|
|
0
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Guy
Jaquier
(7)
|
|
|
119,809
|
|
|
|
386,054
|
|
|
|
0.5
|
|
|
|
0.5
|
|
John T. Roberts,
Jr.
(8)
|
|
|
262,376
|
|
|
|
0
|
|
|
|
0.3
|
|
|
|
0.3
|
|
Eugene F. Reilly
|
|
|
80,646
|
|
|
|
8,737
|
|
|
|
0.1
|
|
|
|
0.1
|
|
T. Robert
Burke
(9)
|
|
|
809,369
|
|
|
|
141,423
|
|
|
|
1.0
|
|
|
|
0.9
|
|
David A.
Cole
(10)
|
|
|
22,332
|
|
|
|
63,588
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Lydia H.
Kennard
(11)
|
|
|
5,221
|
|
|
|
37,504
|
|
|
|
*
|
|
|
|
*
|
|
J. Michael
Losh
(12)
|
|
|
9,771
|
|
|
|
64,731
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Frederick W. Reid
|
|
|
10,798
|
|
|
|
10,000
|
|
|
|
*
|
|
|
|
*
|
|
Jeffrey L. Skelton, Ph.D.
|
|
|
11,409
|
|
|
|
84,353
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Thomas W.
Tusher
(13)
|
|
|
35,696
|
|
|
|
126,423
|
|
|
|
0.2
|
|
|
|
0.2
|
|
Carl B. Webb
|
|
|
12,000
|
|
|
|
0
|
|
|
|
*
|
|
|
|
*
|
|
All Directors and Named Executive Officers as a group
(14 persons)
(14)
|
|
|
4,921,598
|
|
|
|
2,995,516
|
|
|
|
8.1
|
|
|
|
7.8
|
|
Barclays Global Investors,
NA.
(15)
|
|
|
6,348,902
|
|
|
|
|
|
|
|
6.5
|
|
|
|
6.2
|
|
The Vanguard Group,
Inc.
(16)
|
|
|
6,415,128
|
|
|
|
|
|
|
|
6.6
|
|
|
|
6.3
|
|
|
|
|
*
|
|
Represents less than 0.1% of outstanding shares of common stock
and limited partnership units, based on 97,898,470 shares
of common stock, and 3,976,167 limited partnership units
outstanding as of March 6, 2008.
|
|
(1)
|
|
Unless otherwise indicated, the address for each of the persons
listed is
c/o AMB
Property Corporation, Pier 1, Bay 1, San Francisco,
California, 94111.
|
|
(2)
|
|
Includes the number of shares of common stock and limited
partnership units beneficially owned by the person, excluding
options for the purchase of shares of common stock exercisable
within 60 days of March 6, 2008.
|
|
(3)
|
|
The percentage of shares of common stock beneficially owned by a
person assumes that all the limited partnership units held by a
person are exchanged for shares of common stock, that none of
the limited partnership units held by other persons are so
exchanged, that all options for the purchase of shares of common
stock exercisable within 60 days of March 6, 2008 held
by the person are exercised in full and that no options for the
purchase of shares of common stock held by other persons are
exercised.
|
|
(4)
|
|
The percentage of shares of common stock and units beneficially
owned by a person assumes that all the limited partnership units
held by a person are exchanged for shares of common stock, that
all of the limited partnership units held by other persons are
so exchanged, that all options for the purchase of shares of
common stock exercisable within 60 days of March 6,
2008 held by the person are exercised in full and that no
options for the purchase of shares of common stock held by other
persons are exercised.
|
53
|
|
|
(5)
|
|
Includes 388,126 limited partnership units, which are
exchangeable for the same number of shares of common stock. With
respect to 3,044,966 shares, Mr. Moghadam shares
voting and investment power with his spouse with respect to
1,522,108 shares, 131,776 shares are indirectly held
through a trust, and 1,182,726 shares are held through a
rabbi trust pursuant to our deferred compensation plan, for
which the trustee holds all voting power.
|
|
(6)
|
|
Includes 4,339 limited partnership units, which are exchangeable
for the same number of shares of common stock. With respect to
79,716 shares, 25,355 were held as co-trustee through a
family trust, and 43,648 shares were held through a rabbi
trust pursuant to our deferred compensation plan, for which the
trustee holds all voting power. These beneficial ownership
numbers reflect information available to us as of
December 31, 2007.
|
|
(7)
|
|
With respect to 119,809 shares, 31,208 shares are held
as co-trustee through a family trust, 1,000 shares are
indirectly held through custodial accounts for his children and
52,916 shares are held through a rabbi trust pursuant to
our deferred compensation plan, for which the trustee holds all
voting power.
|
|
(8)
|
|
Includes 3,939 limited partnership units, which are exchangeable
for the same number of shares of common stock. With respect to
258,437 shares, 120,000 shares are held as co-trustee
through a family trust, 690 shares are indirectly held
through custodial accounts for his children and
88,654 shares are held through a rabbi trust pursuant to
our deferred compensation plan, for which the trustee holds all
voting power.
|
|
(9)
|
|
Includes 235,506 limited partnership units, which are
exchangeable for the same number of shares of common stock. With
respect to 573,863 shares, 163,350 shares are held in
custodial accounts for his children, and 4,070 shares are
held through a rabbi trust pursuant to our deferred compensation
plan, for which the trustee holds all voting power.
|
|
(10)
|
|
With respect to 22,332 shares, 7,338 shares are held
through a rabbi trust pursuant to our deferred compensation
plan, for which the trustee holds all voting power. An
additional 6,700 shares of common stock are held through a
custodial trust for Mr. Coles children, and he has
disclaimed beneficial ownership of these securities.
|
|
(11)
|
|
With respect to 5,221 shares, 2,513 shares are held
through a rabbi trust pursuant to our deferred compensation
plan, for which the trustee holds all voting power.
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(12)
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With respect to 9,771 shares, 5,563 shares are held
through a rabbi trust pursuant to our deferred compensation
plan, for which the trustee holds all voting power.
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(13)
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With respect to 35,696 shares, 6,704 shares are held
through a rabbi trust pursuant to our deferred compensation
plan, for which the trustee holds all voting power.
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(14)
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Includes 631,910 limited partnership units, which are
exchangeable for the same number of shares of common stock.
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(15)
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Based upon information contained in a Schedule 13G, which
was filed with the U.S. Securities and Exchange Commission on
February 5, 2008. The address of Barclays Global Investors,
N.A. is 45 Fremont Street, 17th Floor, San Francisco, CA
94105.
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(16)
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Based upon information contained in a Schedule 13G/A, which
was filed with the U.S. Securities and Exchange Commission on
February 8, 2008. The address of The Vanguard Group is 100
Vanguard Blvd., Malvern, PA 19355.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
There are no related party transactions that are reportable.
Our articles of incorporation contain procedures for authorizing
related party transactions. Our Board of Directors may authorize
any agreement or other transaction with any party even though
one or more of our directors or officers may be a party to such
an agreement or is an officer, director, stockholder, member or
partner of the other party if (i) the existence of the
relationship is disclosed or known to the Board of Directors,
and the contract or transaction is authorized, approved or
ratified by the affirmative vote of not less than a majority of
the disinterested directors, even if they constitute less than a
quorum of the Board; (ii) the existence is disclosed to the
stockholders entitled to vote, and the contract or transaction
is authorized, approved or ratified by a majority of the votes
cast by
54
the stockholders entitled to vote (excluding shares owned by any
interested director or officer or the organization in which such
person is a director or has a material financial interest); or
(iii) the contract or transaction is fair and reasonable to
the company.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who are owners or beneficial
owners of more than 10% of a registered class of our equity
securities, to file with the U.S. Securities and Exchange
Commission initial reports of ownership and reports of changes
in ownership of our common stock and other of our equity
securities. Insiders are required by regulation of the
U.S. Securities and Exchange Commission to furnish us with
copies of all Section 16(a) forms they file. To our
knowledge, based solely on review of the copies of such reports
furnished to us or written representations that no other reports
were required, during the year ended December 31, 2007, all
of these executive officers, directors and beneficial owners of
more than 10% of a registered class of our equity securities
complied with all Section 16(a) filing requirements
applicable to them, except for a Form 4 filing for Guy
Jaquier with respect to a 10b5-1 plan transaction, which was
inadvertently filed one day late on October 12, 2007.
CODE OF
BUSINESS CONDUCT
We have adopted a code of business conduct that applies to our
directors, officers and employees. Our code of business conduct,
as well as our Corporate Governance Principles, are available on
our website at
http://www.amb.com
and in print to be sent to any of our stockholders upon request.
Requests for such copies should be addressed to: AMB Property
Corporation, Pier 1, Bay 1, San Francisco, California
94111, Attn: Investor Relations, telephone
(415) 394-9000.
We will promptly disclose on our website any amendments to, and
waivers from, our code of business conduct relating to any of
these specified officers.
STOCKHOLDER
COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders and other parties interested in communicating
directly with the lead director or with the independent
directors, as a group, may do so by writing to Lead Director,
AMB Property Corporation, Pier 1, Bay 1, San Francisco,
California, 94111. The Nominating and Governance Committee of
our Board has approved a process for handling letters received
by us and addressed to the lead director or the independent
directors of the Board. Under that process, our corporate
Secretary reviews all such correspondence and, on a regular
basis, forwards to the lead director a summary of all such
correspondence along with copies of the correspondence that, in
the Secretarys opinion, deals with the functions of the
Board of Directors or the committees thereof, or that the
Secretary otherwise determines requires the Boards
attention. Directors may, at any time, review the log of all
such correspondence that we have received and request copies of
any such correspondence. Concerns related to our accounting,
internal controls or auditing matters are immediately brought to
the attention of the chair of the Audit Committee and handled in
accordance with the Audit Committees procedures with
respect to such matters.
AVAILABLE
INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance
therewith, file reports, proxy statements and other information
with the U.S. Securities and Exchange Commission. Reports,
proxy statements and other information filed by us may be
inspected without charge and copies obtained upon payment of
prescribed fees from the Public Reference Section of the
U.S. Securities and Exchange Commission at
100 F Street, NE, Washington, D.C. 20549, or by
way of the U.S. Securities and Exchange Commissions
website at
http://www.sec.gov
.
You can inspect reports and other information we file at the
offices of the New York Stock Exchange, Inc. at 20 Broad
Street, New York, New York 10005.
We will provide without charge to each person to whom a copy of
the proxy statement is delivered, upon the written or oral
request of any such persons, additional copies of our Annual
Report on
Form 10-K
for the year ended
55
December 31, 2007 or the 2008 proxy materials. Requests for
such copies should be addressed to: AMB Property Corporation,
Pier 1, Bay 1, San Francisco, California 94111, Attn:
Investor Relations, telephone
(415) 394-9000.
OTHER
MATTERS
The Board of Directors does not know of any other matter that
will be brought before the Annual Meeting. However, if any other
matter properly comes before the Annual Meeting, or any
adjournment or postponement thereof, which may properly be acted
upon, the proxies solicited hereby will be voted on such matter
in accordance with the discretion of the proxy holders named
therein.
By Order of the Board of Directors,
TAMRA D. BROWNE
Senior Vice President, General Counsel and
Secretary
March 27, 2008
56
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000004
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000000000.000000 ext
000000000.000000
ext
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MR A SAMPLE
DESIGNATION (IF
ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
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000000000.000000 ext
000000000.000000
ext
000000000.000000 ext
000000000.000000
ext
Electronic Voting
Instructions
You can vote by Internet or
telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose
one of the two voting
methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW
IN THE TITLE BAR.
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Proxies submitted by the Internet
or telephone must be received by 11:59 p.m., Pacific Time, on May 7,
2008.
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Vote by
Internet
Log on to the
Internet and go
to
www.envisionreports.com/amb.
Follow
the steps outlined on the secured website.
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Vote by
telephone
Call toll
free 1-800-652-VOTE (8683) within the
United
States, Canada
& Puerto Rico any time on a touch
tone
telephone. There
is
NO CHARGE
to you for the call.
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Using a
black
ink
pen, mark your votes with an
X
as shown in this
example. Please do not write outside the designated areas.
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x
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Follow the
instructions provided by the recorded message.
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Annual Meeting Proxy
Card
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C0123456789
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12345
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▼
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE.
▼
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A
Proposals The Board
of Directors recommends a vote
FOR
all the listed nominees and
FOR
Proposal 2.
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1.
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Election of Directors:
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For
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Against
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Abstain
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For
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Against
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Abstain
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For
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Against
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Abstain
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+
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01 - T. Robert Burke
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o
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o
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o
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02 - David A. Cole
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o
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o
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o
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03 - Lydia H. Kennard
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o
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o
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o
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04 - J. Michael Losh
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o
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o
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o
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05 - Hamid R. Moghadam
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o
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o
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06 - Frederick W. Reid
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o
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o
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o
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07 - Jeffrey L. Skelton
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o
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o
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08 - Thomas W. Tusher
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o
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o
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09 - Carl B. Webb
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o
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o
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For
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Abstain
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2.
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Ratification of the selection of
PricewaterhouseCoopers LLP
as the independent registered public accounting
firm of
AMB Property Corporation for the fiscal year ending
December 31,
2008.
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o
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o
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o
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In their
discretion, the proxies are authorized to vote upon any other business
that may properly come before the meeting or any adjournment or
postponement thereof.
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B
Non-Voting Items
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Change of Address
Please print new address below.
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C
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Authorized Signatures This section must be
completed for your vote to be counted. Date and Sign Below
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Please
sign exactly as your name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should give
full title as such. If signing for a corporation, please sign in full corporate
name by a duly authorized officer.
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Date (mm/dd/yyyy) Please
print date below.
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Signature 1 Please keep signature within the
box.
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Signature 2 Please keep signature within the
box.
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/ /
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C 1234567890
J
N T
9 1 A M
0
1 6 6 7 8 1
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MR A SAMPLE (THIS AREA IS SET UP TO
ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND
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<STOCK>
OOU16D
Dear Stockholder:
Please take note of the
important information enclosed with this proxy.
Your vote counts and
you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes
on the proxy card to indicate how you wish your shares to be voted. Then sign
the card, detach it and return your proxy in the enclosed postage paid envelope.
Alternatively, you can
vote by proxy over the Internet or by telephone. See the reverse side for
instructions. AMB Property Corporation is a corporation organized under the laws
of the State of Maryland. Section 2-507 of the Maryland General Corporation
Law authorizes the granting of proxies over the Internet or by telephone.
Accordingly, proxies granted over the Internet or by telephone, in accordance
with the procedures set forth on this proxy card, will be valid under Maryland
law.
Sincerely,
AMB Property
Corporation
▼
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE.
▼
Proxy AMB
PROPERTY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 8, 2008
THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of AMB Property Corporation acknowledges receipt of a copy of the
Annual Report, the Notice of Annual Meeting of Stockholders and the Proxy Statement, each dated
March 27, 2008, and, revoking any proxy heretofore given, hereby appoints Hamid R. Moghadam, Tamra
D. Browne and Thomas S. Olinger, and each of them, as proxies for the undersigned, with full power
of substitution in each of them, and hereby authorizes each of them to vote all the shares of
common stock of AMB Property Corporation held of record by the undersigned on March 6, 2008, at the
Annual Meeting of Stockholders to be held on May 8, 2008, at 2:00 pm Pacific Time at the global
headquarters of AMB Property Corporation, Pier 1, Bay 1, San Francisco, California, or any
adjournment or postponement thereof, and otherwise to represent the undersigned at the meeting with
all powers possessed by the undersigned as if personally present at the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS
EXERCISE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS INDICATED, IT WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR
LISTED IN THE PROXY STATEMENT AND FOR THE RATIFICATION OF THE SELECTION OF OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
If you vote over the Internet or by telephone, please do not mail your card.
Vote by Mail
Mark, sign, date and promptly return the enclosed proxy card in the postage paid
envelope furnished for that purpose.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Amb Properties (NYSE:AMB)
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