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EX-10.1 - BRE PROPERTIES INC /MD/ | v208198_ex10-1.htm |
EX-99.1 - BRE PROPERTIES INC /MD/ | v208198_ex99-1.htm |
U.S.
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): January 11, 2011
BRE PROPERTIES, INC.
(Exact
name of registrant as specified in its charter)
Maryland
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001-14306
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94-1722214
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||
(State
or other jurisdiction
of
incorporation)
|
(Commission
file
number)
|
(I.R.S.
employer
identification
number)
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525
Market Street, 4 th Floor,
San Francisco, California 94105-2712
(Address
of principal executive offices) (Zip code)
(415)
445-6530
(Registrant’s
telephone number, including area code)
n/a
(Former
name or former address, if changed since last report)
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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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
January 11, 2011, we the appointed Scott A. Reinert to
executive vice president, operations, effective January 24,
2011.
Mr.
Reinert, 52, will oversee property operations and related corporate services,
including facilities management, sales and marketing, and corporate
communications. He fills the top operations post vacated by Edward F. Lange, who
resigned in July 2010.
Mr.
Reinert has more than 20 years of experience in property management and
operations. From 1994 to 2009, he was employed by the Irvine Company in Newport
Beach, California. Most recently, he served as senior vice president, property
management, for the Irvine Company Apartment Communities, overseeing the
operations of 95 apartment communities, comprising 37,000 units, including about
2,000 development lease-up units a year, and more than 1,000 on-site associates.
His first position was vice president, asset management, Irvine Apartment
Communities, then a public real estate investment trust. In 1998, he was
promoted to president, Irvine Apartment Management Company, leading the
operations of a multifamily portfolio that grew from 17,000 to 25,000 units in
five years. After leaving the Irvine Company, Reinert founded Axiom Multifamily
Realty Advisors, Inc., to invest in and manage properties in the
Southwest.
He began
his career in property management at GFS Northstar (now Pinnacle) in Atlanta,
where he rose to chief operating officer, east, in four years. Reinert holds a
bachelor’s degree in real estate and risk management from Florida State
University. He is a Certified Property Manager, a California-licensed real
estate broker, and a member of the South Coast Apartment Association, for which
he has served in various leadership and board positions, and the California
Apartment Association. He will be based in BRE’s corporate headquarters in San
Francisco.
Mr.
Reinert entered into an employment agreement with us on January 11, 2011,
effective as of January 24, 2011. The agreement provides for at will employment
commencing on January 24, 2011, and continuing thereafter until
terminated. Certain material terms of the agreement are as
follows:
Base Salary. Mr. Reinert has
an annual base salary of $300,000. The Board of Directors, in its
discretion, may review the base salary periodically and adjust Mr. Reinert’s
base salary in its sole discretion based on relevant circumstances.
Annual Incentive Bonus.
Mr. Reinert is eligible to receive an annual incentive bonus that is
performance based with a specific target bonus level of 90% of his base salary.
The amount of the annual bonus will be based on the achievement of management by
objective criteria established by our Board of Directors. For any given year, it
is anticipated that Mr. Reinert’s annual bonus could range from 0% to 200% of
the target bonus level set forth above.
Long-Term Incentive Awards.
Under his employment agreement, Mr. Reinert is eligible to receive
long-term incentive awards at the discretion of our Board of Directors. It is
contemplated that such awards will take into account financial, operating and
other results achieved as well as future long-term performance goals. Such
awards may be in the form of options, restricted shares which vest over time or
upon satisfaction of performance metrics, SARs, stock grants, or any other form
of long-term compensation as determined by our Board of Directors in its sole
discretion.
Benefits. During the term of
his employment agreement, BRE has agreed to pay the premiums on a term life
insurance policy covering and for the benefit of Mr. Reinert with face
amount equal to 100% of base salary. Mr. Reinert is also entitled to
participate in other benefit plans as are generally provided by us to our other
officers.
2
Severance Benefits. If at any
time during the term of his employment agreement, the employment of
Mr. Reinert is terminated, he shall be entitled to certain severance
benefits based on the nature of his termination. If Mr. Reinert is terminated by
us other than for Good Cause (as defined in the employment agreement) he is
entitled to receive a lump-sum payment equal to the sum of: (i) his pro rata
estimated annual bonus for the year in question, his final base salary and the
average of his annual bonuses for the two fiscal years prior to the year in
which his termination occurs (or, if at the time of termination, he
has been employed for less than two full fiscal years, the bonus paid for the
immediately preceding fiscal year or, if he has been employed for less than one
full fiscal year, his target bonus) and (ii) the vesting benefits set forth in
any equity award agreement then in place. If within twelve months after the
effective date of a Change in Control (as defined in the employment agreement)
Mr. Reinert terminates his employment with the Continuing Employer (as defined
in the employment agreement) without Good Reason (as defined in the employment
agreement), he is entitled to receive: a lump-sum payment equal to: the
estimated annual bonus that he would have earned for the fiscal year in question
(based on actual performance relative to management by objective criteria for
the fiscal year and Executive’s contribution, in each case up to the date of
termination), calculated on a pro-rated basis to the Termination Date plus
either (i) if he has been employed for one full year or more at the time of such
termination, the pro rata (from the date of the Change in Control until the
termination) average annualized annual bonus he received during the
term of his employment; or (ii) if he has been employed for less than one full
year at the time of such termination, his pro rata target bonus for that
year. In addition, if Mr. Reinert gives not less than 90-days’ prior
written notice of such voluntary termination and uses his reasonable efforts to
assist during the transition period between the notice of termination and the
termination itself, he is entitled to be paid an additional lump-sum equal to:
(i) if Mr. Reinert resigns after having been employed through two full fiscal
years, the sum of his final base salary and the average annual bonus awarded in
the prior two years; (ii) if Mr. Reinert resigns after having been employed more
than one but less than two full fiscal years, the sum of his final base salary
and the annual bonus he was awarded in the immediately preceding year; or (iii)
if he resigns before having been employed through one full fiscal year, the sum
of his final base salary and his target bonus.
If within
twelve months after the effective date of a Change in Control Mr. Reinert
terminates his employment with the Continuing Employer for Good Reason or the
Continuing Employer terminates his employment without Good Cause, he is entitled
to receive from the Continuing Employer: (i) a lump sum equal to his pro rata
estimated annual bonus for that year, (ii) a lump-sum payment equal to: (a) if
the termination occurs after he has been employed through two full fiscal years,
two times the sum of (A) his final base salary and (B) the average of the annual
bonuses awarded to him for the two fiscal years prior to the year in which the
termination occurs; (b) if the termination occurs after he has been employed
more than one but less than two full fiscal years, two times the sum of (C) his
final base salary and (D) the annual bonus he was awarded in the immediately
preceding year; or (c) if the termination occurs before he has been employed
through one full fiscal year, two times the sum of (E) his final base salary and
(F) his target bonus. In addition, he would also be entitled to receive
accelerated vesting of equity awards.
3
In the
event that the benefits provided for in his employment agreement, when
aggregated with any other payments or benefits received by Mr. Reinert,
would constitute a “parachute payment,” and would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code, the aggregate
benefits will either be delivered in full or delivered in a lesser amount that
would result in no portion of the aggregate benefits being subject to the excise
tax, whichever results in the receipt by the officer of the greatest amount of
aggregate benefits on an after-tax basis.
In
addition to the provisions of the Employment Agreement, conditioned upon the
approval of the Board of Directors, after Mr. Reinert commences employment he
will receive restricted stock valued at $350,000 based upon the price on the
date of the grant which will cliff vest three years from the date of
grant.
“Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
Except for the historical information contained herein, this report contains
forward-looking statements regarding the employment arrangements of
Mr. Reinert, and is based on our current expectations and judgment. You
should not rely on these statements as predictions of future events because
there is no assurance that the events or circumstances reflected in the
statements can be achieved or will occur. Forward-looking statements are
identified by words such as “believes,” “expects,” “may,” “will,” “should,”
“seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates,” or
“anticipates” or their negative form or other variations, or by discussions of
strategy, plans or intentions. The following factors, among others, could affect
actual results and future events: defaults or nonrenewal of leases, increased
interest rates and operating costs, failure to obtain necessary outside
financing, difficulties in identifying properties to acquire and in effecting
acquisitions, failure to successfully integrate acquired properties and
operations, inability to dispose of assets that no longer meet our investment
criteria under acceptable terms and conditions, risks and uncertainties
affecting property development and construction (including construction delays,
cost overruns, liability to obtain necessary permits and public opposition to
such activities), failure to qualify as a real estate investment trust under the
Internal Revenue Code of 1986, as amended, and increases in real property tax
rates. Our success also depends on general economic trends, including interest
rates, tax laws, governmental regulation, legislation, population changes and
other factors, including those risk factors discussed in the section entitled
“Risk Factors” in our most recent Annual Report on Form 10-K as they may be
updated from time to time by our subsequent filings with the Securities and
Exchange Commission, or SEC. Do not rely solely on forward-looking statements,
which only reflect management’s analysis. We assume no obligation to update this
information. For more details, please refer to our SEC filings, including our
most recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q.
Item 9.01
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Financial
Statements and Exhibits
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(d) Exhibit
Number
10.1
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Employment
Agreement dated January 11, 2011
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99.1
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Press
Release dated January 11, 2011
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRE
Properties, Inc.
(Registrant)
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Date: January
13, 2011
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By:
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/s/ Kerry Fanwick | ||||
Name:
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Kerry
Fanwick
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Title:
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Executive
Vice President, General Counsel
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