Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
___________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 24, 2010 (March 23,
2010)
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MID-AMERICA
APARTMENT COMMUNITIES, INC.
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(Exact
name of registrant as specified in its
charter)
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TENNESSEE
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1-12762
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62-1543819
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6584
Poplar Avenue, Suite 300
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Memphis,
Tennessee
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38138
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (901) 682-6600
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N/A
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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[ ]
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On March 23, 2010, the Compensation
Committee, or Committee, of the registrant’s Board of Directors held a regularly
scheduled meeting at which they evaluated the results of the 2009 Executive
Annual Bonus Plan, or the 2009 Plan, for executive officers. Details
of the 2009 Plan were filed on Form 8-K by the registrant on March 27, 2009. The
2009 Plan determined a bonus opportunity of up to 200% of 2009 base salary for
Eric Bolton and Simon Wadsworth and up to 100% of 2009 base salary for Tom
Grimes, Al Campbell and Drew Taylor, with a modifier that can be applied by the
Committee at its discretion, allowing the bonus amount awarded to be lowered or
raised by up to 25%. The bonus opportunity is calculated as a percent of salary
based on a sliding scale of year-over-year funds from operations, or FFO, per
diluted share/unit growth, achievement of individual goals as approved by the
Committee, and, in the case of Messrs. Grimes and Taylor, same store gross
operating income, or GOI, growth. The weight of each of the performance factors
varies by person in the plan. In determining FFO growth, the Committee has the
ability to factor in any material and non-recurring events that may occur that
impact the registrant’s FFO performance. As the 2009 Plan allowed, the Committee
applied a 25% discretionary modifier to the bonus calculations for Messrs.
Grimes and Taylor. Following the modifier, the final bonuses awarded by the
Committee in compliance with the 2009 Plan were cash awards as
follow:
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2009
Bonus
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H.
Eric Bolton, Jr.
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$ 815,506
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Simon
R.C. Wadsworth
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$ 531,814
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Albert
M. Campbell, III
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$ 159,640
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Thomas
L. Grimes, Jr.
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$
106,526
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James
Andrew Taylor
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$ 93,750
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On March
23, 2010, the Committee awarded 2010 base salaries as follows:
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2010
Salary
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H.
Eric Bolton, Jr.
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$ 437,302
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Albert
M. Campbell, III
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$ 208,093
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Thomas
L. Grimes, Jr.
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$ 206,794
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James
Andrew Taylor
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$ 175,000
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On March 23, 2010, the Committee
adopted an annual bonus plan for 2010, the 2010 Plan, for executive officers.
The 2010 Plan determines a bonus opportunity of up to 200% of 2010 base salary
for Mr. Bolton and up to 100% of 2010 base salary for Messrs. Grimes, Campbell
and Taylor, with a modifier that can be applied by the Committee at its
discretion, allowing the bonus amount awarded to be lowered or raised by up to
25%. The bonus opportunity is calculated as a percent of salary based on a
sliding scale of year-over-year FFO per diluted share/unit growth, achievement
of individual goals as approved by the Committee, and, in the case of Messrs.
Grimes and Taylor, same store GOI growth. The weight of each of the performance
factors varies by person in the plan. In determining FFO growth, the Committee
has the ability to factor in any material and non-recurring events that may
occur that impact the registrant’s FFO performance.
A copy of the 2010 Plan is set forth on
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
On March 23, 2010, the Compensation
Committee also adopted the 2010 Restricted Stock Plan for 30 employees including
all named executive officers. The 2010 Restricted Stock Plan allows for the
award of shares of restricted stock based on a percentage of the participant’s
salary. The plan allows for both service-based and performance-based grants. The
service-based grant is immediately earned with the timing of the vesting
dependent upon total shareholder return performance and will either complete
vesting after a one or four year restriction period. The performance-based grant
will be earned dependent upon total shareholder return performance with any
earned grants completing vesting after a one year restriction period. All
vestings are dependent upon continued employment in good standing through the
vest date.
A copy of the Plan is set forth on
Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by
reference.
On March 23, 2010, the Compensation
Committee also approved a restricted stock grant for Messrs. Campbell, Grimes
and Taylor. The shares issued were equivalent to 25% of the respective executive
officer’s salary and will vest 1/3rd on March 23, 2011, 1/3rd on March 23, 2012,
and 1/3rd on
March 23, 2013, dependent upon continued employment in good standing through the
vest date.
ITEM
9.01 Financial
Statements and Exhibits
(c) Exhibits
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Exhibit
Number
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Description
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4.1
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Form of Restricted Stock Agreement
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10.1
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2010 Executive Annual Bonus Plan
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10.2
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2010 Restricted Stock Plan
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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MID-AMERICA APARTMENT
COMMUNITIES, INC.
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Date:
March 24, 2010
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/s/Albert
M. Campbell, III
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Albert
M. Campbell, III
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Executive
Vice President and Chief Financial Officer
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(Principal Financial and
Accounting Officer)
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