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
Filed by the Registrant [X]
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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BBX Capital Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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BBX
Capital Corporation
401 East Las Olas
Boulevard, Suite 800
Fort Lauderdale,
Florida 33301
April 25, 2016
Dear Shareholder:
You
are cordially invited to attend the Annual Meeting of Shareholders of BBX Capital Corporation, which will be held on May 23, 2016
at 11:30 a.m., local time, at the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale,
Florida 33301.
Please
read these materials so that you will know what we plan to do at the Annual Meeting. Also, please sign and return the accompanying
proxy card in the postage-paid envelope or otherwise transmit your voting instructions as described on the accompanying proxy card.
This way, your shares will be voted as you direct even if you cannot attend the Annual Meeting.
On
behalf of your Board of Directors and our employees, I would like to express our appreciation for your continued support.
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Sincerely,
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Jarett S. Levan
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Acting Chairman and Chief Executive Officer
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BBX
Capital Corporation
401 East Las Olas
Boulevard, Suite 800
Fort Lauderdale,
Florida 33301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May
23, 2016
Notice
is hereby given that the Annual Meeting of Shareholders of BBX Capital Corporation (the “Company”) will be held at
the Bank of America Building, Community Room (Main Floor), 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301, on May
23, 2016, commencing at 11:30 a.m., local time, for the following purposes:
1. To
elect seven directors to the Company’s Board of Directors to serve until the Company’s 2017 Annual Meeting of Shareholders.
2. To
vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers, as disclosed in the
section of the accompanying Proxy Statement entitled “Executive Compensation.”
3. To
approve an amendment to the BBX Capital Corporation 2014 Stock Incentive Plan, as amended, to increase the number of shares of
the Company’s Class A Common Stock available for grant under the plan from 1,000,000 shares to 2,000,000 shares.
4. To
transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.
The
matters listed above are more fully described in the Proxy Statement that forms a part of this Notice of Meeting.
Only
record holders of the Company’s Class A Common Stock or Class B Common Stock at the close of business on April 8, 2016 are
entitled to notice of, and to vote at, the Annual Meeting.
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Sincerely yours,
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Jarett S. Levan
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Acting Chairman and Chief Executive Officer
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Fort Lauderdale, Florida
April 25, 2016
IMPORTANT:
THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. THEREFORE, EVEN IF YOU
PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED OR OTHERWISE
TRANSMIT YOUR VOTING INSTRUCTIONS AS DESCRIBED ON THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED
IN THE UNITED STATES.
BBX
Capital Corporation
401 East Las Olas
Boulevard, Suite 800
Fort Lauderdale,
Florida 33301
PROXY STATEMENT
The
Board of Directors of BBX Capital Corporation (the “Company”) is soliciting proxies to be used at the Annual Meeting
of Shareholders of the Company (the “Annual Meeting”) to be held at the Bank of America Building, Community Room (Main
Floor), 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301, on May 23, 2016 at 11:30 a.m., local time, and at any and
all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.
This
Proxy Statement and the accompanying Notice of Meeting and proxy card are first being mailed to shareholders on or about April
25, 2016.
QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
What is the purpose of the Annual Meeting?
At
the Annual Meeting, shareholders will be asked to consider and (i) vote upon the election of seven directors to the Company’s
Board of Directors, (ii) vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers
(as hereinafter defined), as disclosed in the section of this Proxy Statement entitled “Executive Compensation” (the
“Say on Pay Proposal”), and (iii) approve an amendment to the BBX Capital Corporation 2014 Stock Incentive Plan, as
amended (the “Stock Plan”), to increase the number of shares of the Company’s Class A Common Stock available
for grant under the plan from 1,000,000 shares to 2,000,000 shares (the “Stock Plan Amendment”). In addition, although
the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly
brought before the Annual Meeting, shareholders will be asked to consider and vote upon such matters. Also, management will be
available to report on the Company’s performance during the year ended December 31, 2015 and respond to appropriate questions
from shareholders.
Who is entitled to vote at the meeting?
Record
holders of the Company’s Class A Common Stock and record holders of the Company’s Class B Common Stock as
of the close of business on April 8, 2016 (the “Record Date”) may vote at the Annual Meeting. As of the close of business
on the Record Date, 16,199,145 shares of Class A Common Stock and 195,045 shares of Class B Common Stock were outstanding
and, thus, will be eligible to vote at the Annual Meeting.
What are the voting rights of the holders
of Class A Common Stock and Class B Common Stock?
Holders
of Class A Common Stock and holders of Class B Common Stock will vote as one class on each of the election of directors, the Say
on Pay Proposal and the proposal to approve the Stock Plan Amendment. Additionally, in most cases, holders of Class A Common Stock
and holders of Class B Common Stock will vote as one class on any other matters properly brought before the Annual Meeting.
Holders of Class A Common Stock are entitled to one vote per share on each matter, with all holders of Class A Common Stock having
in the aggregate 53% of the general voting power. The number of votes represented by each share of Class B Common Stock, which
represents in the aggregate 47% of the general voting power, is calculated each year in accordance with the Company’s Restated
Articles of Incorporation. At this year’s Annual Meeting, each outstanding share of Class B Common Stock will be entitled
to 73.65 votes on each matter. BFC Financial Corporation (“BFC”) is the sole holder of the outstanding shares of the
Company’s Class B Common Stock.
What constitutes a quorum?
The presence at the Annual
Meeting, in person or by proxy, of the holders of shares representing a majority of the aggregate voting power (as described above)
of the Class A Common Stock and Class B Common Stock
outstanding as of the close of business on the Record Date will constitute
a quorum, permitting the conduct of business at the Annual Meeting.
What is the difference between a shareholder
of record and a “street name” holder?
If
your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, the Company’s
stock transfer agent (“AST”), you are considered the shareholder of record with respect to those shares. If your shares
are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares but
not the shareholder of record, and your shares are held in “street name.”
How do I vote my shares?
If
you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting by mailing the enclosed proxy card or by
transmitting your voting instructions by telephone or internet as described on the enclosed proxy card. You may also vote your
shares at the Annual Meeting by completing a ballot at the Annual Meeting.
If
you hold your shares in “street name,” you must vote your shares in the manner prescribed by your broker, bank or other
nominee. Your broker, bank or other nominee has enclosed or provided a voting card for you to use in providing your voting instructions.
Can I vote my shares in person at the
Annual Meeting?
If
you are a shareholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual
Meeting. However, if you are a “street name” holder, you may vote your shares in person at the Annual Meeting only
if you obtain a signed proxy from your broker, bank or other nominee giving you the right to vote the shares.
Shareholders
who wish to attend the Annual Meeting may contact the Company’s Investor Relations department at (954) 940-4000 for directions.
Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your vote by proxy or by providing
your voting instructions to your broker, bank or other nominee as described above so that your vote will be counted if you later
decide not to attend the Annual Meeting.
What are my choices when voting?
With
respect to the election of directors, you may vote for all of the director nominees, or your vote may be withheld with respect
to one or more of the director nominees. The proposal related to the election of directors is described in this Proxy Statement
beginning on page 10.
In addition, you may vote
for or against, or abstain from voting on, the compensation of the Named Executive Officers in connection with Say on Pay Proposal.
The Say on Pay Proposal is described in this Proxy Statement on page 20.
Further,
you may vote for or against, or abstain from voting on, the proposal to approve the Stock Plan Amendment. The proposal related
to the Stock Plan Amendment is described in this Proxy Statement beginning on page 22.
What are the Board’s voting recommendations?
The Board of Directors
recommends that you vote your shares
FOR ALL
of the director nominees,
FOR
the approval of the compensation of the
Named Executive Officers in connection with the Say on Pay Proposal, and
FOR
the approval of the Stock Plan Amendment.
What if I do not specify on my proxy
card how I want my shares voted?
If you execute and mail
in your proxy card but do not specify on your proxy card how you want to vote your shares, your shares will be voted
FOR ALL
of the director nominees,
FOR
the approval of the compensation of the Named Executive Officers in connection with the Say
on Pay Proposal, and
FOR
the approval of the Stock
Plan Amendment. Although the Board of Directors is not aware of any other
matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, the individuals
named in the enclosed proxy card (or their substitutes if they are unavailable) will vote the proxies in accordance with their
judgment on those matters.
Can I change my vote?
Yes. You can change your
vote at any time before your proxy is voted at the Annual Meeting. If you are the record owner of your shares, you can do this
in one of three ways. First, you can send a signed written notice to the Company’s Secretary stating that you would like
to revoke your proxy. Second, you can submit a new valid proxy bearing a later date or transmit new voting instructions by telephone
or internet. Third, you can attend the Annual Meeting and vote in person. However, attendance at the Annual Meeting will not, in
and of itself, constitute revocation of a previously executed proxy.
If you are not the record
owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee
to find out how to change your vote.
What vote is required for a proposal to
be approved?
With respect to the election
of directors, the affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of the Class A Common
Stock and Class B Common Stock as one class is required for a director nominee to be elected. A properly executed proxy marked
to withhold a vote with respect to the election of one or more director nominees will not be voted with respect to the nominee
or nominees indicated, although it will be counted for purposes of determining whether or not a quorum exists.
The compensation of the
Company’s Named Executive Officers in connection with the Say on Pay Proposal will be approved, on a non-binding advisory
basis, if the votes cast for the Say on Pay Proposal exceed the votes cast against the Say on Pay Proposal. Abstentions will not
have any impact on the Say on Pay Proposal, although they will be counted for purposes of determining whether or not a quorum exists.
Provided a quorum exists, failures to vote will also not have any impact on the Say on Pay Proposal. The vote on the Say on Pay
Proposal is advisory and will not be binding upon the Company, the Board of Directors or the Compensation Committee.
In addition, the affirmative
vote of a majority of the votes cast on the proposal to approve the Stock Plan Amendment will be required for approval of the Stock
Plan Amendment. Since abstentions are treated for these purposes as votes cast on the proposal, abstentions will effectively count
as votes against the Stock Plan Amendment.
If my shares are held in street name, will
my broker, bank or other nominee vote my shares for me?
No.
If you hold your shares in “street name” through a broker, bank or other nominee, whether your broker, bank or other
nominee may vote your shares in its discretion depends on the proposals before the Annual Meeting. The Company’s Class A
Common Stock is listed for trading on the New York Stock Exchange (the “NYSE”). Under the rules of the NYSE, if you
do not provide your broker, bank or other nominee with voting instructions with respect to your shares, your broker, bank or other
nominee may vote your shares in its discretion only on “routine matters.” None of the proposals to be considered at
the Annual Meeting are “routine matters” under the rules of the NYSE. Accordingly, your broker, bank or other nominee
will not have discretion to vote your shares at the Annual Meeting if you do not provide voting instructions.
What are broker
non-votes?
When
a broker, bank or other nominee has discretion to vote on one or more proposals at a meeting (“routine matters”) but
does not have discretion to vote on other matters at the meeting (“non-routine matters”), the broker, bank or other
nominee will inform the inspector of election that it does not have the authority to vote on the “non-routine matters”
with respect to shares held for beneficial owners which did not provide voting instructions with respect to the “non-routine
matters.” This is generally referred to as a “broker non-vote.”
Because
brokers, banks and other nominees will not have discretion to vote on any items of business at the Annual Meeting if they have
not received voting instructions from their clients, there will not be broker non-votes on any matter presented at the Annual Meeting.
Are there any other matters to be acted
upon at the Annual Meeting?
The
Company does not know of any other matters to be presented or acted upon at the Annual Meeting. If any other matter is presented
at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with
the judgment of the person or persons voting those shares.
CORPORATE GOVERNANCE
Pursuant
to the Company’s Amended and Restated Bylaws and the Florida Business Corporation Act, the Company’s business and affairs
are managed under the direction of the Board of Directors. Directors are kept informed of the Company’s business through
discussions with management, including the Company’s Chief Executive Officer and other senior officers, by reviewing materials
provided to them and by participating in meetings of the Board of Directors and its committees.
Determination of Director Independence
The Company’s Board
of Directors has determined that Norman H. Becker, Steven M. Coldren, Willis N. Holcombe, Anthony P. Segreto and Charlie C. Winningham,
II, who together comprise a majority of the Board, are independent under applicable rules and regulations of the Securities and
Exchange Commission (the “SEC”) and the listing standards of the NYSE. The Board made such independence determinations
based on a review of transactions and relationships between each director or any member of his or her immediate family and the
Company and its subsidiaries and affiliates, as well as transactions and relationships between each director or his affiliates
and members of the Company’s senior management or their affiliates, including the transactions and relationships described
below. To assist the Board in making its independence determinations, the Board adopted the following categorical standards of
relationships that, in the Board’s opinion, do not constitute material relationships that impair a director’s independence:
(i) serving on third party boards of directors with other members of the Board; (ii) payments or charitable gifts by the Company
to entities with which a director is an executive officer or employee where such payments do not exceed the greater of $1 million
or 2% of such entity’s consolidated gross revenues; and (iii) investments by directors in common with each other or the Company.
In addition, with respect to Messrs. Becker and Coldren, the Board specifically discussed and considered the following relationships,
each of which the Board determined did not constitute a material relationship that would impair the director’s independence:
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Mr. Becker serves on the Board of Directors of Bluegreen Corporation (“Bluegreen”).
Bluegreen is a wholly-owned subsidiary of Woodbridge Holdings, LLC (“Woodbridge”), which is owned 46% by the Company
and 54% by BFC, the Company’s controlling shareholder. In addition, Alan B. Levan, the Company’s former Chairman and
Chief Executive Officer, was the Chairman of Bluegreen’s Board of Directors until December 2015. John E. Abdo, who served
as Vice Chairman of Bluegreen’s Board of Directors at the time, was appointed to serve as Acting Chairman of Bluegreen’s
Board of Directors upon Mr. Levan’s resignation from such position. Mr. Abdo is the Vice Chairman of the Company.
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Mr. Coldren is the President of Business Information Systems, Inc., a company which currently leases
(and, since 1985, has leased) office space from Abdo Companies, Inc. for approximately $84,000 per year, which was reported to
the Board to approximate the market rate. Mr. Abdo is the President of Abdo Companies, Inc.
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Committees of the Board of Directors and
Meeting Attendance
The Company’s Board
of Directors has established Audit, Compensation and Nominating/Corporate Governance Committees. The Board has adopted a written
charter for each of the Audit, Compensation and Nominating/Corporate Governance Committees as well as Corporate Governance Guidelines
that address the make-up and functioning of the Board. The Board has also adopted a Code of Business Conduct and Ethics that applies
to all of the Company’s directors, officers and employees. The committee charters, Corporate Governance Guidelines and Code
of Business Conduct and Ethics are posted in the “Investor Relations” section of the Company’s website at
www.bbxcapital.com
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and each is available in print without charge to any shareholder.
The Board of Directors
met seventeen times during 2015. Each member of the Board attended at least 75% of the meetings of the Board and committees on
which he served during 2015. The Company has no formal policy requiring directors to attend the Company’s annual meeting
of shareholders. Four of the Company’s then-serving directors attended the Company’s 2015 Annual Meeting of Shareholders.
The Audit Committee
The Audit Committee consists
of Norman H. Becker, Chairman, Steven M. Coldren and Willis N. Holcombe. Mr. Holcombe was appointed to the Audit Committee during
December 2015 to replace Bruno L. Di
Giulian, a former director of the Company and member of the Audit Committee, who passed away
during December 2015. The Board has determined that each member of the Audit Committee is “financially literate” and
“independent” under applicable rules and regulations of the SEC and the listing standards of the NYSE. The Board also
determined that Mr. Becker is qualified as an “audit committee financial expert,” as defined in Item 407 of Regulation
S-K promulgated by the SEC, and has “accounting and related financial management expertise” within the meaning of the
listing standards of the NYSE. The Audit Committee met twelve times during 2015.
The Audit Committee is
directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. Additionally,
the Audit Committee assists Board oversight of: (i) the integrity of the Company’s financial statements; (ii) the Company’s
compliance with legal and regulatory requirements; (iii) the qualifications, performance and independence of the Company’s
independent auditor; and (iv) the performance of the Company’s internal audit function. In connection with these oversight
functions, the Audit Committee receives reports from the Company’s internal audit group, periodically meets with management
and the Company’s independent auditor to receive information concerning internal control over financial reporting and any
deficiencies in such control, and has adopted a complaint monitoring procedure that enables confidential and anonymous reporting
to the Audit Committee of concerns regarding questionable accounting or auditing matters. A report from the Audit Committee is
included in this Proxy Statement on page 29.
The
Compensation Committee
The Compensation Committee
consists of Steven M. Coldren, Chairman, Willis N. Holcombe and Charlie C. Winningham, II. The Board has determined that each member
of the Compensation Committee is “independent” within the meaning of the listing standards of the NYSE, including the
additional independence requirements set forth therein pertaining to Compensation Committee members, and each is a “Non-Employee
Director,” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and an “outside director,” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended (the “Code”). The Compensation Committee met seven times during 2015.
The Compensation Committee
provides assistance to the Board in fulfilling its responsibilities relating to the compensation of the Company’s executive
officers. It reviews and determines the compensation of the Chief Executive Officer and determines or makes recommendations with
respect to the compensation of the Company’s other executive officers. It also administers the Company’s equity-based
compensation plans. Pursuant to its charter, the Compensation Committee has the authority to retain consultants to assist the Compensation
Committee in its evaluation of executive compensation, as well as the sole authority to approve any such consultant’s fees
and retention terms.
Section 162(m) of the Code
generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to its chief
executive officer and other employees (other than its chief financial officer) whose compensation is required to be reported to
shareholders under the Exchange Act and the rules and regulations promulgated by the SEC thereunder. However, the statute exempts
qualifying “performance-based compensation” from the deduction limit if certain requirements are met. The Compensation
Committee believes that it is generally in the Company’s best interest to attempt to structure performance-based compensation,
including stock options, performance-based restricted stock awards and annual bonuses, to executive officers who may be subject
to Section 162(m) in a manner that satisfies the statute’s requirements. However, the Compensation Committee also recognizes
the need to retain flexibility to make compensation decisions that may not meet Section 162(m) standards to assist the Company
in its efforts to meet its overall objectives, even if the Company may not deduct all of the compensation. Accordingly, the Compensation
Committee has approved, and may in the future approve, compensation arrangements for the Company’s executive officers that
are not fully deductible. The compensation paid by the Company to its executive officers for the year ended December 31, 2015 does
not constitute “performance-based compensation” exempt from the $1,000,000 deduction limit of Section 162(m).
The
Nominating/Corporate Governance Committee
The Nominating/Corporate
Governance Committee consists of Steven M. Coldren, Chairman, Anthony P. Segreto and Charlie C. Winningham, II. Mr. Segreto was
appointed to the Nominating/Corporate Governance Committee during December 2015 to replace Bruno L. Di Giulian, who, as previously
described, passed away during December 2015. The Board has determined that each member of the Nominating/Corporate Governance Committee
is “independent” within the meaning of the listing standards of the NYSE. The Nominating/Corporate Governance Committee
met three times during 2015.
The Nominating/Corporate
Governance Committee is responsible for: (i) assisting the Board of Directors in identifying individuals qualified to become directors;
(ii) making recommendations of candidates for directorships; (iii) developing and recommending to the Board a set of corporate
governance principles for the Company; (iv) overseeing the evaluation of the Board and management; (v) overseeing the selection,
composition and evaluation of Board committees; and (vi) overseeing the management continuity and succession planning process.
The Nominating/Corporate
Governance Committee reviews, following the end of the Company’s fiscal year, the composition of the Board of Directors and
the ability of its current members to continue effectively as directors for the upcoming fiscal year. In the ordinary course, absent
special circumstances or a change in the criteria for Board membership, the Nominating/Corporate Governance Committee will re-nominate
incumbent directors who continue to be qualified for Board service and are willing to continue as directors. If the Nominating/Corporate
Governance Committee thinks it is in the Company’s best interest to nominate a new individual for director, or fill a vacancy
on the Board which may exist from time to time, the Nominating/Corporate Governance Committee will seek out potential candidates
for Board appointments who meet the criteria for selection as a nominee and have the specific qualities or skills being sought
as follows. Generally, the Nominating/Corporate Governance Committee will identify candidates for directorships through the business
and other organization networks of the directors and management. Candidates for director will be selected on the basis of the contributions
the Nominating/Corporate Governance Committee believes that those candidates can make to the Board and to management, and on such
other qualifications and factors as the Nominating/Corporate Governance Committee considers appropriate. Board candidates should
have a reputation for honesty and integrity, strength of character, mature judgment and experience in positions with a high degree
of responsibility. In addition to reviewing a candidate’s background and accomplishments, candidates for director are reviewed
in the context of the current composition of the Board and the evolving needs of the Company. While the Board does not have a formal
diversity policy and the Nominating/Corporate Governance Committee does not follow any ratio or formula with respect to diversity
in order to determine the appropriate composition of the Board, the Board prefers a mix of background and experience among its
members. Accordingly, pursuant to the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee,
when assessing potential new directors, seeks individuals from diverse professional backgrounds who provide a broad range of skills,
experience and expertise relevant to the Company’s business. The goal of this process is to assemble a group of Board members
with deep, varied experience, sound judgment and commitment to the Company’s success. The Company also requires that its
Board members be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on the Company’s
behalf, including attending Board and applicable committee meetings. If the Nominating/Corporate Governance Committee believes
a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the full Board.
Under
the Company’s Amended and Restated Bylaws, nominations for directors may be made only by or at the direction of the Board
of Directors, or by a shareholder entitled to vote who delivers written notice (along with certain additional information specified
in the Bylaws) not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting
of shareholders. However, if the date of the Company’s annual meeting of shareholders changes by more than 30 days from the
date of the preceding year’s annual meeting of shareholders, written notice of a director nomination must be received by
the Company within ten days after the Company first mails notice of or publicly discloses the date of the annual meeting of shareholders.
For the Company’s 2017 Annual Meeting of Shareholders, the Company must receive shareholder notice of a director nomination
(i) between January 23, 2017 and February 22, 2017 or (ii) if the Company’s 2017 Annual Meeting of Shareholders is held more
than 30 days before or after May 23, 2017, within ten days after the Company first mails notice of or publicly discloses the date
of the meeting.
Leadership Structure
The business of the Company
is managed under the direction of the Board, which is elected by the Company’s shareholders. The basic responsibility of
the Board is to lead the Company by exercising its business judgment to act in what each director believes to be the best interests
of the Company and its shareholders. The Company’s Amended and Restated Bylaws provide for a combined position of Chairman
and Chief Executive Officer. The Company believes that the combination of these two positions has been an appropriate and suitable
structure for the Board’s function and efficiency, as the Chairman and Chief Executive Officer serves as the direct link
between senior management and the Board.
Alan B. Levan held the
dual position of Chairman and Chief Executive Officer from 1994 until his resignation from such positions on December 22, 2015.
In connection with Mr. Alan Levan’s resignation, Jarett S. Levan, President of the Company and a member of the Company’s
Board of Directors, was appointed by the Board
of Directors to serve as the Company’s Acting Chairman and Chief Executive
Officer. Mr. Alan Levan remains with the Company in the role of Founder and focuses on strategic planning as a non-executive advisor
to management and the Board of Directors. Mr. Jarett Levan is the son of Mr. Alan Levan.
Risk Oversight
The Board is responsible
for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its
oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself. Pursuant to
its charter and the rules of the NYSE, the Audit Committee is responsible for efforts to assure that the Board is provided the
information and resources to assess management’s handling of the Company’s approach to risk management. The Audit Committee
also has oversight responsibility for the Company’s financial risk (such as accounting, finance, internal control and tax
strategy), and the Audit Committee or the full Board receives and reviews, as appropriate, the reports of the Company’s internal
audit group regarding the results of its annual Company-wide risk assessment and internal audit plan. Reports of all internal audits
are provided to the Audit Committee. The Compensation Committee oversees compliance with the Company’s executive compensation
plans and related laws and policies. The Nominating/Corporate Governance Committee oversees compliance with governance-related
laws and policies, including the Company’s Corporate Governance Guidelines. The Board as a whole has responsibility for overseeing
management’s handling of the Company’s strategic and operational risks. Throughout the year, senior management reports
to the Board the risks that it believes may be material to the Company, including those disclosed in the Company’s reports
filed with the SEC. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the
material risks faced by the Company and the adequacy of the Company’s risk management processes and systems. While the Board
recognizes that the risks which the Company faces are not static, and that it is not possible to identify or mitigate all risk
and uncertainty all of the time, the Board believes that the Company’s approach to managing its risks provides the Board
with the proper foundation and oversight perspective with respect to management of the material risks facing the Company.
Executive Sessions of Non-Management Directors
During 2015, the Company’s
non-management directors met two times in executive sessions of the Board in which management directors and other members of management
did not participate. Steven M. Coldren served as the presiding director for the executive sessions. The non-management directors
have scheduled future meetings to be held at least annually, and may schedule additional meetings without management present as
they determine.
Communications with the Board of Directors and Non-Management
Directors
Interested parties who
wish to communicate with the Board of Directors, any individual director or the non-management directors as a group can write to
the Company’s Secretary at the Company’s principal executive offices at 401 East Las Olas Boulevard, Suite 800, Fort
Lauderdale, Florida 33301. If the person submitting the letter is a shareholder, the letter should include a statement indicating
such. Depending on the subject matter, the Company will:
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·
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forward the letter to the director or directors to whom it is addressed;
|
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·
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attempt to handle the inquiry directly if it relates to routine or ministerial matters, including
requests for information; or
|
|
·
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not forward the letter if it is primarily commercial in nature or if it is determined to relate
to an improper or irrelevant topic.
|
A member of management
will, at each meeting of the Board, present a summary of all letters received since the last meeting that were not forwarded to
the Board and will make those letters available to the Board upon request.
Code of Ethics
The Company has a Code
of Business Conduct and Ethics that applies to all directors, officers and employees of the Company, including its principal executive
officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available on
the Company’s website at
www.bbxcapital.com
. The Company will post amendments to or waivers from its Code of Business
Conduct and
Ethics (to the extent applicable to the Company’s principal executive officer, principal financial officer or
principal accounting officer) on its website.
Section 16(a) Beneficial Ownership Reporting Compliance
Based
solely upon a review of the copies of the forms furnished to the Company and written representations that no other reports were
required, the Company believes that all filing requirements under Section 16(a) of the Exchange Act applicable to its officers,
directors and greater than 10% beneficial owners were complied with on a timely basis during the year ended December 31, 2015.
PROPOSAL NO. 1 -
ELECTION OF DIRECTORS
The Company’s Amended
and Restated Bylaws provide that the Board of Directors shall consist of no less than seven nor more than twelve directors. The
specific number of directors is set from time to time by resolution of the Board. The Board currently consists of seven directors.
All seven of the Company’s
current directors have been nominated for re-election to the Board to serve for terms expiring at the Company’s 2017 Annual
Meeting of Shareholders. At the Annual Meeting, the shareholders will be asked to vote upon the election of these seven director
nominees. Each of the seven director nominees was recommended for nomination by the Nominating/Corporate Governance Committee and
has consented to serve for the term indicated. If any of them should become unavailable to serve as a director, the Board may designate
a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.
Except as otherwise indicated, the nominees and directors listed below have had no change in principal occupation or employment
during the past five years.
Directors Standing for Election
JARETT S. LEVAN
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Director since 1999
|
Mr. Jarett Levan, age 42,
has served as President of the Company since January 2007. During December 2015, he was appointed Acting Chairman and Chief Executive
Officer of the Company. Mr. Jarett Levan was also appointed Acting Chairman, Chief Executive Officer and President of BFC during
December 2015. He has served as a director of BFC since September 2009 and Executive Vice President of BFC since April 2011. In
addition, Mr. Jarett Levan served as Chief Executive Officer and President of BankAtlantic from January 2007 until the completion
of the Company’s sale of BankAtlantic to BB&T Corporation (“BB&T”) during July 2012. Mr. Jarett Levan
currently serves as a director of Business for the Arts of Broward, the Broward Center for the Performing Arts, the Fort Lauderdale
Museum of Art, the Community Foundation of Broward, the Greater Fort Lauderdale Alliance, the Broward Workshop, the Broward County
Cultural Council and the Ambassadors Board of Nova Southeastern University. The Board believes that Mr. Jarett Levan is a strong
and dedicated operating executive and that his operating and management experience, including his executive and director positions
at the Company, BFC and their affiliates and subsidiaries, are valuable to the Board. The Board also believes that it benefits
from Mr. Jarett Levan’s community involvement and relationships within the South Florida market.
JOHN E. ABDO
|
Director since 1994
|
Mr. Abdo, age 72, has served
as Vice Chairman of the Company since 1994. He served as Vice Chairman of BankAtlantic from 1987 until the completion of the sale
of BankAtlantic to BB&T during July 2012. Since 1988, Mr. Abdo has served as a director of BFC and, since 1993, he has served
as BFC’s Vice Chairman. During December 2015, Mr. Abdo was appointed Acting Chairman of the Board of Bluegreen. Mr. Abdo
served as Vice Chairman of the Board of Bluegreen since 2002. Bluegreen was a publicly traded company with common stock listed
on the NYSE until April 2013 when Bluegreen became a wholly-owned subsidiary of Woodbridge as a result of a cash merger transaction
pursuant to which Woodbridge acquired all of the shares of Bluegreen’s common stock not previously owned by Woodbridge. BFC
and the Company own 54% and 46%, respectively, of Woodbridge. Mr. Abdo is also President of Abdo Companies, Inc., a member
of the Board of Directors of the Performing Arts Center Authority (“PACA”) and former President and current director
and Chairman of the Finance Committee of the Broward Performing Arts Foundation. The Company’s Board of Directors believes
that it benefits from Mr. Abdo’s contributions to the Board, many of which are the result of his extensive experience as
part of the Florida business community and knowledge of the business and affairs of the Company and its subsidiaries based on his
long history of service. The Board also believes that Mr. Abdo’s real estate background provides additional knowledge and
perspective to the Board.
NORMAN H. BECKER
|
Director since 2013
|
Norman
H. Becker, age 78, is currently, and has been for more than ten years, self-employed as a Certified Public Accountant. Mr. Becker
was the Chief Financial Officer and Treasurer of Proguard Acquisition Corp. as well as a member of its Board of Directors until
his resignation from such positions during June 2012. Mr. Becker was previously a partner with Touche Ross & Co., the predecessor
of Deloitte & Touche LLP, for more than ten years. He has served as a director of Bluegreen since 2003. He also served as a
director of Benihana until August 2012. The Board believes that Mr. Becker provides valuable insight to the Board based on his
business, financial and accounting expertise and that his accounting and financial knowledge make him a valuable resource for the
Audit Committee.
STEVEN M. COLDREN
|
Director since 1994
|
Mr. Coldren, age 68, is
the President/Founder of Business Information Systems, Inc., a distributor of commercial recording systems since 1982. Until 2004,
Mr. Coldren was also Chairman of Medical Information Systems, Corp., a distributor of hospital computer systems. Mr. Coldren was
appointed to BankAtlantic’s Board of Directors during 1986 and became a director of the Company in 1994 when BankAtlantic
reorganized into a holding company structure. The Board believes that Mr. Coldren’s business and financial experience as
the President/Founder of Business Information Systems and Chairman of Medical Information Systems, combined with his knowledge
of the Company’s business as a consequence of his long history of service as a director, are valuable to the Board.
WILLIS N. HOLCOMBE
|
Director since 2003
|
Dr. Holcombe, age 70, served
as the Chancellor of the Florida College System from October 2007 until his retirement from that position in November 2011 and
as interim President of Florida State College at Jacksonville from January 2013 through December 2013. He previously served as
the President of Broward Community College from January 1987 until January 2004, as well as interim President from November 2006
to July 2007. Dr. Holcombe also served as a director on the Florida Prepaid College Board from January 2008 through November 2011.
The Board believes that Dr. Holcombe’s academic background and management acumen, including his previous service as Chancellor
of the Florida College System, give him a unique perspective to provide meaningful insight to the Board. The Board also believes
that it benefits from Dr. Holcombe’s knowledge of, and relationships within, the South Florida community.
ANTHONY P. SEGRETO
|
Director since 2012
|
Anthony
P. Segreto, age 66, has served as a director of the Company since 2012 after serving as an advisory director from October 2009
until 2012. Mr. Segreto formerly served as a news anchor on NBC’s South Florida affiliate for 40 years and is an active member
of the South Florida community. He serves on the Boards of Directors of the Dan Marino Foundation, the Boys and Girls Club of Broward,
211 Broward and Forever Family, and he is the spokesperson for the Make-A-Wish Foundation and St. Jude’s Children’s
Research Hospital. Mr. Segreto also serves on the Advisory Board of the Nova Southeastern University H. Wayne Huizenga School of
Business and Entrepreneurship, and he is a member of the Orange Bowl Committee and the Board of Directors of the Miami Sports Commission,
among other civic activities. Mr. Segreto also served as a consultant to BankAtlantic from October 2009 until the completion of
the sale of BankAtlantic to BB&T during July 2012. The Board believes that it benefits from Mr. Segreto’s recognition,
relationships and community involvement within the South Florida market.
CHARLIE C. WINNINGHAM, II
|
Director since 1994
|
Mr. Winningham, age 83,
is a private investor. He was appointed to BankAtlantic’s Board of Directors during 1976 and became a director of the Company
in 1994 when BankAtlantic reorganized into a holding company structure. Mr. Winningham was the President of C.C. Winningham Corporation,
a civil engineering and land surveying firm, from 1963 until his retirement in 2003. The Board believes that it benefits greatly
from Mr. Winningham’s 40 years of experience in the real estate market. As a long-serving director of the Company, Mr. Winningham
has a strong appreciation for, and vast knowledge of, the business and affairs of the Company, which the Board believes allows
him to provide critical insight.
The Board of Directors Unanimously Recommends
that Shareholders
Vote “For” the Election of
Each of the Director Nominees.
IDENTIFICATION OF EXECUTIVE OFFICERS
The following individuals are executive officers
of the Company:
|
|
|
Jarett S. Levan
|
42
|
Acting Chairman and Chief Executive Officer; President
|
John E. Abdo
|
72
|
Vice Chairman
|
Raymond S. Lopez
|
41
|
Executive Vice President and Chief Financial Officer
|
Seth M. Wise
|
46
|
Executive Vice President
|
All executive officers
serve until they resign or are replaced or removed by the Board of Directors. Set forth below is certain biographical information
for Mr. Lopez and Mr. Wise. Biographical information for Mr. Jarett Levan and Mr. Abdo, who are also directors of the Company,
is set forth in “Proposal No. 1 – Election of Directors” above.
Raymond S. Lopez
joined the Company as Executive Vice President and Chief Financial Officer during March 2015. Since March 2015, Mr. Lopez has also
served as Executive Vice President, Chief Financial Officer and Chief Accounting Officer of BFC. Prior to joining the Company,
Mr. Lopez served as an officer of Bluegreen. He joined Bluegreen as its Controller in 2004 and was promoted to Chief Accounting
Officer and Vice President of Bluegreen in 2005 and to Senior Vice President of Bluegreen in 2007. Prior to joining Bluegreen,
Mr. Lopez worked in various capacities at Office Depot, Inc. and Arthur Andersen LLP. Mr. Lopez is a Certified Public Accountant.
Seth M. Wise
was
appointed to serve as Executive Vice President of the Company during August 2012. Mr. Wise has also served as a director and Executive
Vice President of BFC since September 2009. Since July 2005, Mr. Wise has served as President of Woodbridge and its predecessor,
Woodbridge Holdings Corporation, after serving as Executive Vice President of Woodbridge Holdings Corporation since September 2003.
He also previously was Vice President of Abdo Companies, Inc.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Alan B. Levan, the Company’s
former Chairman and Chief Executive Officer of the Company, and John E. Abdo, Vice Chairman of the Company, may be deemed to control
BFC through their collective ownership of shares of BFC’s Class A Common Stock and Class B Common Stock representing approximately
76% of BFC’s total voting power. Mr. Abdo is also the Vice Chairman of BFC. Mr. Alan Levan served as the Chairman, Chief
Executive Officer and President of BFC until December 2015. BFC owns shares of the Company’s Class A Common Stock and Class
B Common Stock representing in the aggregate approximately 81% of the Company’s total equity and 90% of the Company’s
total voting power. In consideration for their services on behalf of BFC, Mr. Alan Levan and Mr. Abdo received compensation from
BFC valued at a total of approximately $5.0 million and $5.1 million, respectively for 2015, and approximately $7.1 million each
for 2014. See “Executive Compensation” below for information regarding the compensation received by Mr. Alan Levan
and Mr. Abdo from the Company for 2015 and 2014.
Jarett
S. Levan, President and Acting Chairman and Chief Executive Officer of the Company (and son of Mr. Alan Levan), and Seth M. Wise,
Executive Vice President of the Company, serve as executive officers and directors of BFC. In addition, John K. Grelle served as
Executive Vice President and Chief Financial Officer of the Company and as an executive officer of BFC, in each case until his
retirement during March 2015. Raymond S. Lopez, who succeeded Mr. Grelle as Executive Vice President and Chief Financial Officer
of the Company during March 2015, has also served as an executive officer of BFC since March 2015. In consideration for their services
on behalf of BFC, Mr. Jarett Levan and Mr. Wise each received compensation from BFC valued at a total of $2.1 million for 2015
and $3.0 million for 2014. See “Executive Compensation” below for information regarding the compensation received by
Mr. Jarett Levan and Mr. Wise from the Company for 2015 and 2014. In addition, Mr. Lopez received compensation from BFC, the Company
and Bluegreen valued at a total of $0.4 million, $0.3 million and $0.4 million, respectively, in consideration for his services
during 2015. Mr. Grelle received compensation from BFC and the Company valued at a total of $80,000 and $50,000, respectively,
in consideration for his services during 2015. In consideration for his services during 2014, Mr. Grelle received compensation
from each of BFC and the Company valued at a total of approximately $300,000.
During April 2013, the
Company invested $71.75 million in Woodbridge, which was a wholly-owned subsidiary of BFC at that time, in exchange for a 46% equity
interest in Woodbridge. BFC continues to hold the remaining 54% of Woodbridge’s outstanding equity interests. The Company’s
investment in Woodbridge consisted of $60 million in cash and a promissory note in Woodbridge’s favor in the principal amount
of $11.75 million. The promissory note had a term of five years, accrued interest at a rate of 5% per annum and provided for payments
of interest only on a quarterly basis during the term of the promissory note, with all outstanding amounts being due and payable
at the end of the five-year term. During 2014 and 2015, the Company paid to Woodbridge a total of approximately $587,000 and $418,000
respectively, of interest on the note. The Company repaid the note in full during September 2015. In connection with the Company’s
investment in Woodbridge, the Company and BFC entered into an Amended and Restated Operating Agreement of Woodbridge, which sets
forth the Company’s and BFC’s respective rights as members of Woodbridge and provides for, among other things, required
unanimity on certain specified “major decisions” and for distributions from Woodbridge to be made on a pro rata basis
in accordance with the Company’s and BFC’s respective percentage equity interests in Woodbridge.
On May 7, 2013, the Company
and BFC entered into a merger agreement which provided for the Company to merge with and into a wholly-owned subsidiary of BFC.
Under the terms of the merger agreement, the Company’s shareholders (other than BFC) would have been entitled to receive
5.39 shares of BFC’s Class A Common Stock in exchange for each share of the Company’s Class A Common Stock that they
held at the effective time of the merger. While the merger was approved by the Company’s and BFC’s respective shareholders
on April 29, 2014, consummation of the merger remained subject to certain closing conditions, including BFC’s Class A Common
Stock being approved for listing on a national securities exchange at the effective time of the merger. On December 15, 2014, the
Company and BFC mutually agreed to terminate the merger agreement as a result of the inability to satisfy the closing condition
requiring the listing of BFC’s Class A Common Stock on a national securities exchange.
On
October 30, 2013, Renin Holdings LLC, a joint venture entity beneficially owned 81% by the Company and 19% by BFC, through newly
formed acquisition subsidiaries (Renin Holdings LLC and its acquisition subsidiaries are referred to collectively as the “Renin
Purchasers”), acquired substantially all of the assets of Renin Corp. and its subsidiaries, manufacturers of interior closet
doors, wall décor, hardware and fabricated glass products, for approximately $12.8 million in cash, net of $1.7 million
distributed to Renin Holdings, LLC during the first quarter of 2014 following the finalization of the working capital adjustment
and indemnification obligations of Renin Corp. and its subsidiaries under the terms of the purchase agreement. Bluegreen funded
approximately $9.4 million of the transaction consideration in a term loan and revolver facility to the Renin Purchasers. The balance
of the transaction consideration was funded by the Company and BFC pro rata in accordance with their percentage equity interests
in Renin Holdings LLC. The loan made by Bluegreen to the Renin Purchasers included a $3.0 million term loan and provided for additional
borrowings of up to $9.0 million on a revolving basis, of which $10.5 million in the aggregate was borrowed by the Renin Purchasers.
Amounts outstanding under the loan bore interest at a fixed rate of 7.25% per annum and were collateralized by substantially all
of the assets of the Renin Purchasers. The loan was repaid in full during June 2014 with the proceeds of an approximately $8.0
million financing received by the Renin Purchasers and pro rata capital contributions to Renin Holdings LLC from the Company and
BFC of $2.0 million and $0.5 million respectively. During the year ended December 31, 2014, the Renin Purchasers incurred approximately
$0.3 million of interest expense relating to the loan from Bluegreen.
BFC
provides risk management services to the Company. The Company reimburses BFC for these services based on cost, which was approximately
$180,000 during 2015 and $185,000 during 2014.
Beginning
in 2013, employees of the Company were provided health insurance under policies maintained by Bluegreen. The Company reimbursed
Bluegreen at cost for this expense, which was approximately $1.2 million during 2015 and $524,000 during 2014. This arrangement
was terminated in January 2016.
The
Company has an agreement with BFC pursuant to which the Company provides office facilities to BFC at the Company’s and BFC’s
principal executive offices. Under the terms of the agreement, BFC reimburses the Company at its cost for certain costs and expenses
related to the office facilities provided, which totaled approximately $419,000 for 2015 and $448,000 for 2014.
On May 8, 2015, the Company,
BFC, Woodbridge, Bluegreen and their respective subsidiaries entered into an Agreement to Allocate Consolidated Income Tax Liability
and Benefits (the “Consolidated Tax Agreement”) pursuant to which, among other customary terms and conditions, the
parties agreed to file consolidated federal tax
returns. Pursuant to the Consolidated Tax Agreement, the parties calculate
their respective income tax liabilities and attributes as if each of them were a separate filer. If any tax attributes are
used by another party to the Consolidated Tax Agreement to offset its tax liability, the party providing the benefit will receive
an amount for the tax benefits realized. During the year ended December 31, 2015, Bluegreen paid BFC $19.2 million
pursuant to the Consolidated Tax Agreement.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets
forth certain summary information concerning compensation paid or accrued by the Company during the years ended December 31, 2015
and 2014 to or on behalf of each person who served as the Company’s Chief Executive Officer the year ended December 31, 2015
and each of the next two highest paid executive officers of the Company during the year ended December 31, 2015 (collectively,
the “Named Executive Officers”).
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Change in
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Pension Value
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and
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Nonqualified
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Non-equity
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Deferred
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Stock
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Option
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Incentive Plan
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Compensation
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All Other
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Name and
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Principal Position
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Year
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($)
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($)(1)
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($)(2)
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($)
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($)
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($)
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($)
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Total($)
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Jarett S. Levan
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2015
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452,885
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360,000
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1,072,999
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—
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—
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—
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21,061
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1,906,945
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Acting Chairman
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2014
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375,000
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300,000
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1,094,512
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—
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—
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—
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8,028
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1,777,540
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of the Board and
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Chief Executive
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Officer; President
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Alan B. Levan, Former
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2015
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778,846
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1,500,000
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2,145,998
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—
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—
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—
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4,194
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4,429,038
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Chairman of the
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2014
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750,000
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1,500,000
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2,189,008
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—
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—
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—
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—
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4,439,008
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Board and Chief
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Executive Officer
(3)
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John E. Abdo,
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2015
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778,846
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1,500,000
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2,145,998
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—
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—
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—
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2,500
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4,427,344
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Vice Chairman
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2014
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750,000
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1,500,000
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2,189,008
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—
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—
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—
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—
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4,439,008
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of the Board
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seth M. Wise,
|
|
|
2015
|
|
|
|
452,885
|
|
|
|
360,000
|
|
|
|
1,072,999
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,885,884
|
|
Executive
|
|
|
2014
|
|
|
|
375,000
|
|
|
|
300,000
|
|
|
|
1,094,512
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,769,512
|
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The 2015 amounts represent cash bonuses paid to, or accrued by the Company on behalf of, the Named
Executive Officers under the Company’s 2015 annual incentive program based on a subjective evaluation of their and the Company’s
performance, including in respect of certain strategic initiatives approved by the Compensation Committee.
|
|
(2)
|
The 2015 amounts represent the grant date fair value of restricted stock units covering 137,564
shares of Class A Common Stock granted during September 2015 to each of Mr. Alan Levan and Mr. Abdo and restricted stock units
covering 68,782 shares of Class A Common Stock granted during September 2015 to each of Mr. Jarett Levan and Mr. Wise. These restricted
stock units are scheduled to vest pro-rata over a four year period beginning in October 2016. Assumptions used in the calculation
of the grant date fair value of these restricted stock units are included in Note 18 to the Company’s audited financial statements
contained in the Company’s Annual Report Form 10-K for the year ended December 31, 2015, as filed with the SEC on March 15,
2016.
|
|
(3)
|
As described under “Employment Agreements” below, Mr. Alan Levan’s annual base
salary was reduced from $750,000 to $350,000 in connection with his resignation as an executive officer and director of the Company
during December 2015 and his continued employment in a non-executive role as Founder and strategic advisor. During December 2015,
Mr. Alan Levan also resigned as an executive officer and director of BFC but continues to serve BFC in a non-executive role as
Founder and strategic advisor. In connection with such change in his positions at BFC, Mr. Alan Levan’s annual base salary
at BFC has been reduced from $750,000 to $350,000. Mr. Alan Levan also provides services to Bluegreen in a non-executive position
and is compensated directly by Bluegreen for those services. For 2016, Mr. Alan Levan will receive an annual base salary of $600,000
from Bluegreen. Mr. Alan Levan does not have an employment agreement with Bluegreen and did not receive a salary from Bluegreen
in 2015 or 2014.
|
Employment Agreements
The Company has employment
agreements with each of the Named Executive Officers. Under the employment agreements, which were entered into during September
2012, each Named Executive Officer receives an annual base salary and is entitled to receive bonus payments under bonus plans established
from time to time by the Compensation Committee or otherwise at the discretion of the Compensation Committee.
Since entering into his
employment agreement, Mr. Abdo has received an annual base salary of $750,000 from the Company. In addition, Mr. Alan Levan received
an annual base salary of $750,000 from the Company until his resignation as Chairman and Chief Executive Officer of the Company
during December 2015. Mr. Alan Levan continues to be employed under his employment agreement as Founder and strategic advisor.
In connection with the change in his positions, Mr. Alan Levan’s annual base salary was reduced to $350,000. Mr. Jarett Levan
and Mr. Wise each received an annual base salary of $375,000 from the Company until March 2015, when their respective annual base
salaries were increased to $450,000. The Compensation Committee reviews and, in its discretion, may increase each Named Executive
Officer’s base salary on an annual basis. The base salaries may not be decreased without the Named Executive Officer’s
consent.
Under their respective
employment agreements, each of Mr. Alan Levan and Mr. Abdo may receive an annual bonus (sometimes hereinafter referred to as an
“Annual Bonus”) of up to 200% of his then-current annual base salary, and each of them received an Annual Bonus of
$1,500,000 for 2014 and for 2015. Each of Mr. Jarett Levan and Mr. Wise may receive an Annual Bonus of up to 80% of his then-current
annual base salary. Mr. Jarett Levan and Mr. Wise each received an Annual Bonus of $300,000 for 2014 and $360,000 for 2015.
Each employment agreement
may be terminated by the Company for “Cause” or “Without Cause” or by the Named Executive Officer for “Good
Reason” (as such terms are defined in the employment agreement). If an employment agreement is terminated by the
Company for “Cause,” the applicable Named Executive Officer will be entitled to receive his base salary through the
date of termination. If an employment agreement is terminated by the Company “Without Cause” or by the Named
Executive Officer for “Good Reason,” the applicable executive officer will be entitled to receive (i) his base salary
through the date of termination, (ii) the prorated portion of the Named Executive Officer’s Annual Bonus (based on the average
Annual Bonus paid to him during the prior two fiscal years) through the date of termination and (iii) a severance payment as follows.
Each of Mr. Alan Levan and Mr. Abdo will be entitled to receive a severance payment in an amount equal to 2 times the sum of his
annual base salary and Annual Bonus opportunity at the date of termination (or 2.99 times the sum of his annual base salary and
Annual Bonus opportunity at the date of termination if such termination occurs within two years after a “Change in Control”
(as defined in the employment agreement)). Each of Mr. Jarett Levan and Mr. Wise will be entitled to receive a severance payment
in an amount equal to 1.5 times the sum of his annual base salary and Annual Bonus opportunity at the date of termination (or 2
times the sum of his annual base salary and Annual Bonus opportunity at the date of termination if such termination occurs within
two years after a “Change in Control”). In addition, if a Named Executive Officer’s employment agreement
is terminated by the Company “Without Cause” or by the Named Executive Officer for “Good Reason,” all incentive
stock options and restricted stock awards previously granted to the Named Executive Officer by the Company but not yet vested will
immediately accelerate and fully vest as of the termination date, and the Company will be required to provide the Named Executive
Officer with continued benefits, including, without limitation, health and life insurance, for the following periods: (i) two years
following the year in which the termination occurs (or three years following the year in which the termination occurs, if such
termination occurred within two years after a “Change in Control”), in the case of Mr. Alan Levan and Mr. Abdo, and
(ii) eighteen months following the year in which the termination occurs (or two years following the year in which the termination
occurs, if such termination occurred within two years after a “Change in Control”), in the case of each of Mr. Jarett
Levan and Mr. Wise. Each employment agreement will also be terminated upon the Named Executive Officer’s death,
in which case the applicable Named Executive Officer’s estate will be entitled to receive his base salary through the date
of his death and the prorated portion of the Named Executive Officer’s Annual Bonus (based on the average Annual Bonus paid
to him during the prior two fiscal years) through the date of his death.
Each Named Executive Officer
also agreed in his respective employment agreement to enter into a non-disclosure, non-competition, confidentiality and non-solicitation
of customers agreement with the Company on terms acceptable to both the Named Executive Officer and the Company. Entry into such
agreement is a condition to the Company’s obligation to make and provide the post-termination payments and benefits described
in the preceding paragraph.
Potential Payments Related to the BankAtlantic Sale
Subject to the receipt
of regulatory approvals from applicable banking regulators, Mr. Alan Levan, Mr. Abdo and Mr. Jarett Levan may receive payments
totaling $2,145,179, $2,123,194 and $1,413,764, respectively, in connection with the Company’s sale of BankAtlantic. Each
of these amounts represents 2.99 times the average annual salary and bonus paid by the Company and BankAtlantic to the Named Executive
Officer for the years ended December 31, 2008, 2009 and 2010, and will be paid by the Company and reimbursed by BB&T only if
all required regulatory approvals are received.
Outstanding Equity Awards at Fiscal-Year End 2015
The following table sets
forth certain information regarding equity-based awards of the Company held by the Named Executive Officers as of December 31,
2015.
|
|
Option Awards
|
|
|
Stock Awards (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Market or
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
Payout Value
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
Value of
|
|
|
Unearned
|
|
of Unearned
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
Shares or
|
|
|
|
|
Shares or
|
|
|
Shares, Units
|
|
Shares, Units
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
Units of
|
|
|
|
|
Units of
|
|
|
or Other
|
|
or Other
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
|
|
Stock That
|
|
|
Rights That
|
|
Rights That
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
|
|
Have Not
|
|
|
Have Not
|
|
Have Not
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Options
|
|
Price
|
|
|
Date
|
|
|
Vested
|
|
|
|
|
Vested
|
|
|
Vested
|
|
Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jarett S. Levan
|
|
|
—
|
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
|
—
|
|
|
|
47,100
|
|
|
(2)
|
|
$
|
737,115
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,667
|
|
|
(3)
|
|
$
|
1,121,589
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,510
|
|
|
(4)
|
|
$
|
774,832
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,782
|
|
|
(5)
|
|
$
|
1,076,438
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan B. Levan
|
|
|
—
|
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
|
—
|
|
|
|
94,200
|
|
|
(2)
|
|
$
|
1,474,230
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143,333
|
|
|
(3)
|
|
$
|
2,243,161
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,020
|
|
|
(4)
|
|
$
|
1,549,663
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,564
|
|
|
(5)
|
|
$
|
2,152,877
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Abdo
|
|
|
—
|
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
|
—
|
|
|
|
94,200
|
|
|
(2)
|
|
$
|
1,474,230
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143,333
|
|
|
(3)
|
|
$
|
2,243,161
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,020
|
|
|
(4)
|
|
$
|
1,549,663
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,564
|
|
|
(5)
|
|
$
|
2,152,877
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seth M. Wise
|
|
|
—
|
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
|
—
|
|
|
|
47,100
|
|
|
(2)
|
|
$
|
737,115
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,667
|
|
|
(3)
|
|
$
|
1,121,589
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,510
|
|
|
(4)
|
|
$
|
774,832
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,782
|
|
|
(5)
|
|
$
|
1,076,438
|
|
|
N/A
|
|
N/A
|
|
(1)
|
All stock awards relate to shares of the Company’s Class A Common Stock.
|
|
(2)
|
Vesting pro-rata over four years, with the first three installments having vested on September
30, 2013, 2014 and 2015, respectively.
|
|
(3)
|
Scheduled to vest on October 8, 2017.
|
|
(4)
|
Vesting pro-rata over four years, with the first installment having vested on September 30, 2015.
|
|
(5)
|
Vesting pro-rata over four years beginning on (i) October 1, 2016 with respect to the restricted
stock units granted to Mr. Alan Levan, (ii) October 2, 2016 with respect to the restricted stock units granted to Mr. Abdo, (iii)
October 3, 2016 with respect to the restricted stock units granted to Mr. Jarett Levan and (iv) October 4, 2016 with respect to
the restricted stock units granted to Mr. Wise.
|
Potential Payments upon Termination or Change in Control
See “Employment Agreements”
above for information regarding payments to which the Named Executive Officers may be entitled to receive from the Company in connection
with their resignation, retirement or other termination, including following a change in control of the Company.
PROPOSAL NO. 2 - NON-BINDING ADVISORY VOTE
ON
NAMED EXECUTIVE OFFICER COMPENSATION (SAY
ON PAY)
Pursuant to Section 14A
of the Exchange Act and the rules and regulations promulgated thereunder, the Company’s shareholders will be asked at the
Annual Meeting to vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers (sometimes
hereinafter referred to as the “Say on Pay Proposal”).
The vote on the Say on
Pay Proposal gives the Company’s shareholders the opportunity to express their views on the compensation paid to the Named
Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation
of the Named Executive Officers as disclosed in this Proxy Statement. You are urged to read the “Executive Compensation”
section of this Proxy Statement above for details regarding the compensation paid to the Named Executive Officers during 2015 and
other information with respect to their compensation for services on behalf of the Company.
The Board believes that
the Company’s compensation program for its executive officers, including the Named Executive Officers, is appropriately based
upon the Company’s performance, the performance and level of responsibility of the executive officer and the market generally
with respect to executive officer compensation. The Board also believes that the Company’s executive compensation
program aligns the interests of the Company’s executive officers with those of the Company’s shareholders by compensating
the executive officers in a manner designed to advance both the short-and long-term interests of the Company and its shareholders.
As a result, the Board recommends that the Company’s shareholders indicate their support for the compensation of the Named
Executive Officers by approving the following resolution:
“RESOLVED, that the compensation paid
to the Company’s Named Executive Officers for 2015, as disclosed pursuant to SEC rules, including the compensation tables
and related narrative disclosures included in this Proxy Statement, is hereby APPROVED.”
Shareholders may vote “FOR,”
“AGAINST” or abstain from voting on the Say on Pay Proposal. The vote on the Say on Pay Proposal will be approved by
the shareholders if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. Abstentions
and failures to vote will not have any impact on the proposal.
The vote on the Say on
Pay Proposal is advisory only and will not be binding upon the Company, the Board or the Compensation Committee. However, the Board
and Compensation Committee appreciate the opinions that the Company’s shareholders express in their votes and will consider
the outcome of the vote in connection with future executive compensation arrangements.
The Board of Directors Unanimously Recommends
that Shareholders
Vote “For” the Say on Pay
Proposal.
Compensation
of Directors
The Compensation Committee
recommends director compensation to the Board based on factors it considers appropriate and based on the recommendations of management.
Each non-employee director currently receives $70,000 annually for his service on the Board of Directors, payable in cash. Members
of the Audit Committee currently receive an additional $4,000 per quarter for their service on that committee. The Chairman of
the Audit Committee currently receives an additional fee of $1,000 per quarter for service as Chairman. The Chairman of the Compensation
Committee and the Chairman of the Nominating/Corporate Governance Committee currently receive annual cash fees of $3,500 for his
service on Chairman of such committee. Other than the Chairman, members of the Compensation Committee and the Nominating/Corporate
Governance Committee do not currently receive additional compensation for their service on those committees. From time to time,
the Board may establish special committees of the Board and approve compensation for service on such special committees. During
2015, the Board established a special committee in connection with BFC’s cash tender offer to purchase 4,771,221 shares of
the Company’s Class A Common Stock which was completed during April 2015. Directors Bruno L. Di Giulian, Steven M. Coldren,
Willis N. Holcombe, Anthony P. Segreto and Charlie C. Winningham, II were appointed to serve on the special committee. Mr. Di Giulian
received a cash fee of $10,000 for his service as Chairman of the special committee. Each other member of the special committee
received a cash fee of $5,000 for his service. Directors who are also officers of the Company or its subsidiaries did not receive
additional compensation for their service as directors during 2015.
Director Compensation Table-2015
The following table sets
forth certain information regarding the compensation paid to each individual who served as a non-employee director of the Company
during the year ended December 31, 2015 in consideration for his service on the Board and its committees during the year.
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
in Pension
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
Non-Equity
|
Deferred
|
|
|
|
Fees Earned or
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
|
Name
|
Paid in Cash($)
|
Awards($)(1)
|
Awards($)(2)
|
Compensation
|
Earnings
|
Compensation
|
Total($)
|
Steven M. Coldren
|
98,000
|
0
|
0
|
N/A
|
N/A
|
0
|
98,000
|
Bruno L. Di Giulian
|
96,000
|
0
|
0
|
N/A
|
N/A
|
0
|
96,000
|
Willis N. Holcombe
|
75,000
|
0
|
0
|
N/A
|
N/A
|
0
|
75,000
|
Norman H. Becker(3)
|
90,000
|
0
|
0
|
N/A
|
N/A
|
0
|
90,000
|
Charlie C. Winningham, II
|
75,000
|
0
|
0
|
N/A
|
N/A
|
0
|
75,000
|
Anthony P. Segreto
|
75,000
|
0
|
0
|
N/A
|
N/A
|
0
|
75,000
|
|
(1)
|
As of December 31, 2015, none of the Company’s non-employee directors held any restricted
shares of the Company’s stock.
|
|
(2)
|
The table below sets forth the aggregate number of shares of the Company’s Class A Common
Stock underlying options held by each of the Company’s non-employee directors as of December 31, 2015.
|
Name
|
|
Stock Options
|
|
Steven M. Coldren
|
|
|
—
|
|
Bruno L. Di Giulian
|
|
|
—
|
|
Willis N. Holcombe
|
|
|
3,709
|
|
Norman H. Becker
|
|
|
—
|
|
Charlie C. Winningham, II
|
|
|
3,307
|
|
Anthony P. Segreto
|
|
|
—
|
|
|
(3)
|
In addition to the amount set forth in the table, Mr. Becker received $85,000 of cash fees from
Bluegreen for his service on its Board of Directors during 2015.
|
PROPOSAL NO. 3 –
APPROVAL OF THE STOCK PLAN AMENDMENT
General Information
During
April 2014, the Company’s Board of Directors approved and adopted, subject to shareholder approval, the BBX Capital Corporation
2014 Stock Incentive Plan (the “Stock Plan”), and at the Company’s 2014 Annual Meeting held during June 2014,
the Company’s shareholders approved the Stock Plan. The Stock Plan, as amended by the Company’s Board of Directors
during March 2015, provides for the issuance of restricted stock awards of the Company’s Class A Common Stock, whether in
the form of restricted stock or restricted stock units, and for the grant of options to purchase shares of the Company’s
Class A Common Stock.
Description of
Proposed Stock Plan Amendment; Reasons for the Stock Plan Amendment
The
Stock Plan currently limits the total number of shares of the Company’s Class A Common Stock available for grant under the
Plan to 1,000,000 shares. As of the date of this Proxy Statement, restricted stock units of a total of 815,574 shares of Class
A Common Stock have been granted under the Stock Plan. As a result, 184,426 shares of Class A Common Stock currently remain available
for issuance pursuant to awards which may be granted under the Stock Plan. The Board of Directors and Compensation Committee have
determined that the current number of shares available for grant under the Stock Plan does not afford the flexibility needed to
provide sufficient equity-based incentive compensation. The Board of Directors believes that the ability to grant equity-based
incentive compensation awards is an important component of its compensation program and enhances the relationship between employee
performance and the creation of shareholder value. Accordingly, and based on the recommendation of the Compensation Committee,
the Board of Directors has approved, subject to shareholder approval, the Stock Plan Amendment, which would increase the number
of shares of Class A Common Stock available for grant under the Stock Plan pursuant to awards which may be granted under the Stock
Plan from 1,000,000 shares to 2,000,000 shares.
Other
than as described above, the terms and conditions of the Stock Plan will remain unchanged. Set forth below is a summary of the
Stock Plan reflecting the proposed Stock Plan Amendment. The following summary is qualified in its entirety by reference to the
full text of the Stock Plan, as proposed to be amended, which is attached to this Proxy Statement as
Appendix A
and is incorporated
herein by reference.
Summary of the BBX Capital Corporation
2014 Stock Incentive Plan
Purpose
of the Plan.
The purpose of the Stock Plan is to attract, retain and motivate officers and other employees of the Company or
its subsidiaries or other affiliates, as well as directors and other individuals who perform services for the Company or its subsidiaries
or other affiliates, to compensate them for their services, to encourage ownership by them of stock of the Company, to align their
interests with those of the Company’s shareholders in the creation of long-term value, and to promote the success and profitability
of the Company’s business.
Effective
Date; Term.
The Stock Plan became effective upon approval by the Company’s shareholders at the Company’s 2014
Annual Meeting held on June 12, 2014. No awards may be granted under the Stock Plan after June 12, 2024.
Stock
Available Under the Plan.
Under the Stock Plan, the Company is permitted to grant stock options to purchase, and restricted
stock awards of, shares of the Company’s Class A Common Stock to eligible individuals under the Stock Plan. Restricted stock
awards granted under the Stock Plan may be in the form of restricted stock or restricted stock units. If the Stock Plan Amendment
is approved by the Company’s shareholders, the total number of shares of the Company’s Class A Common Stock that will
be authorized and available for issuance pursuant to stock options and restricted stock awards granted under the Stock Plan will
increase from 1,000,000 shares to 2,000,000 shares. This maximum share amount will be subject to adjustment in the event of any
change in the Company’s Class A Common Stock, including, without limitation, by reason of a stock dividend, recapitalization,
reorganization, merger, consolidation, stock split, reverse stock split, split-up, spin-off, combination or exchange of shares.
Any shares subject to restricted stock awards or option grants under the Stock Plan which expire or are terminated, forfeited or
cancelled without having been exercised or vested in full, will again be available for grant under the plan.
Administration.
The
Stock Plan is required to be administered by an administrative committee consisting of not less than two members of the Board of
Directors. The Compensation Committee currently serves, and is expected to continue to serve, as the administrative committee for
the Stock Plan. The administrative committee has broad discretionary powers. Subject to the terms of the Stock Plan, including
those described in further detail below, the administrative committee has discretionary authority to, among other things: (i) determine
the individuals to whom, and the time or times at which, options and restricted stock awards will be granted; (ii) determine the
terms and provisions of each option and restricted stock award granted, including, without limitation, the number of shares underlying
each option and restricted stock award and the vesting schedule applicable to each option and restricted stock award; (iii) modify
or amend each option or restricted stock award, including, without limitation, accelerate or defer the exercise or vesting date
of any option or the vesting date of any restricted stock award (in each case with the consent of the holder thereof if the modification
or amendment would adversely affect the holder’s right with respect to the option or restricted stock award); (iv) re-price
previously granted options and/or substitute new options or restricted stock awards for previously granted options or restricted
stock awards, as the case may be, which previously granted options or restricted stock awards may contain less favorable terms,
including, in the case of options, higher exercise prices; and (v) interpret the Stock Plan and make all other determinations deemed
necessary or advisable for the administration thereof.
Eligibility.
The
administrative committee has the authority to select the people who will receive awards under the Stock Plan. Any employee or director
of the Company or of any subsidiary, parent or other affiliate of the Company, and any independent contractor or agent of the Company
or any subsidiary, parent or other affiliate of the Company, may be selected by the administrative committee to receive awards
under the plan.
As
of December 31, 2015, approximately 6,108 individuals, including five non-employee directors and 6,103 employees of the Company
or its parent, subsidiaries or affiliates, were eligible to be selected to receive stock options and restricted stock awards under
the Stock Plan.
The
Stock Plan limits the number of shares of the Company’s Class A Common Stock underlying stock options and restricted stock
awards that may be granted to an individual participant in any calendar year to 300,000 shares.
Awards.
The
Stock Plan permits the Company to grant stock options (both incentive stock options and non-qualified stock options) and restricted
stock awards (both in the form of restricted stock and restricted stock units).
Stock
Options
.
The administrative committee establishes the terms and conditions of the stock options granted under
the Stock Plan. The administrative committee may not grant a stock option with a term of greater than ten years or with a
purchase price that is less than the fair market value of a share of the Company’s Class A Common Stock on the date
of grant.
Both
incentive stock options that qualify for special federal income tax treatment and non-qualified stock options that do not qualify
for special federal income tax treatment may be granted under the Stock Plan. Incentive stock options are subject to certain additional
restrictions under the Code and the Stock Plan. The total number of shares of the Company’s Class A Common Stock authorized
for grant under the Stock Plan as incentive stock options may not exceed the maximum number of shares authorized for grant under
the plan, as described under “Stock Available Under the Plan” above.
Unless
otherwise designated by the administrative committee, options granted are exercisable for a period of ten years after the date
of grant, but are subject to earlier termination under certain circumstances, including upon, or after the expiration of a specified
period following, such time as the individual’s employment with the Company, or any subsidiary, parent or, in certain cases,
other affiliate of the Company, is deemed to be terminated under the terms of the Stock Plan. Upon the exercise of an option, the
exercise price of the option must be paid in full. Payment may be made in cash and/or shares of the Company’s stock, or in
such other consideration as the administrative committee authorizes. Options may be transferred prior to exercise only to certain
family members, trusts or other entities owned by the option holder and/or such family members, to charitable organizations or
upon the death of the option holder.
Restricted Stock
Awards
.
At the time of grant of a restricted stock award, the administrative committee establishes the terms
of the restricted stock award, including, without limitation, whether the award will be delivered
in the form of restricted stock
or restricted stock units, whether the award is a performance-based restricted stock award, the number of shares of the Company’s
Class A Common Stock subject to the award and the vesting schedule applicable to the award.
Unless
the administrative committee determines otherwise with respect to any restricted stock award, before the shares subject to a restricted
stock award are vested and transferred to the award recipient, the administrative committee will hold the underlying shares and
any dividends or distributions accumulating on such shares. However, the award recipient will have the right to direct the voting
of the shares underlying the restricted stock award unless the restricted stock award is issued in the form of restricted stock
units or the administrative committee otherwise determines not to grant voting power to the award recipient prior to vesting.
All
restricted stock awards granted under the Stock Plan are subject to a vesting schedule specified by the administrative committee
at the time the award is granted. If the administrative committee does not specify a vesting schedule, the award will vest in full
on the first anniversary of the grant date unless earlier terminated in accordance with the terms of the plan or the award agreement
evidencing the restricted stock award, including upon, or under certain circumstances following the expiration of a period after,
such time as the award recipient’s services on behalf of the Company, or any subsidiary, parent or other affiliate of the
Company, is deemed to have ceased under the terms of the plan.
Performance-Based
Restricted Stock Awards
.
At the time of grant of a restricted stock award (whether in the form of restricted
stock or restricted stock units), the administrative committee may designate the restricted stock award as a performance-based
restricted stock award. In that case, the administrative committee will establish, in addition to or in lieu of service-based vesting
requirements, one or more performance goals, which must be attained as a condition of the vesting and/or retention of the shares.
The performance goal(s) will be based on one or more of the following:
|
·
|
net operating income after tax;
|
|
·
|
pre-tax or after-tax income;
|
|
·
|
return on capital employed;
|
|
·
|
economic value added (or an equivalent metric);
|
|
·
|
share price performance or other measures of equity valuation;
|
|
·
|
other earnings criteria or profit-related return ratios;
|
|
·
|
total shareholder return;
|
|
·
|
working capital levels;
|
|
·
|
strategic business objectives, consisting of one or more objectives based on meeting specified
cost, profit, operating profit, sales, revenue, cash or cash generation targets or measures, or goals, including those relating
to business expansion, business development, acquisitions or divestitures; or
|
|
·
|
except in the case of a “covered employee” under Section 162(m) of the Code, any
other performance criteria established by the administrative committee.
|
Performance
goals may be established on the basis of reported earnings or cash earnings, and consolidated results or the results of a business
segment or individual business unit and may, in the discretion of the administrative committee, include or exclude certain items,
including the operations or results of a business segment or individual business unit and/or the results of discontinued operations.
Each performance goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based
on internal targets, the past performance of the Company (or individual business segments or units) and/or the past or current
performance of other companies. Performance goals need not be based upon an increase or positive result under a particular business
criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference
to specific business criteria).
Attainment
of the performance goals is measured over a performance measurement period specified by the administrative committee when the award
is made. The administrative committee determines, in its discretion, whether the award recipient has attained the performance goals.
If the administrative committee determines that the award recipient attained the performance goals, the administrative committee
certifies that fact in writing. If the performance goals are not satisfied during the performance measurement period, the relevant
award will be forfeited. If the performance goals and any service-based vesting schedule are satisfied, the award will be distributed
(or any vesting-related legend removed from any stock certificates previously delivered to the award recipient).
Mergers
and Reorganizations.
The number of shares available under the Stock Plan and the number of shares subject to stock
options and restricted stock awards granted under the Stock Plan may be adjusted to reflect any merger, consolidation or other
business reorganization in which the Company is the surviving entity, and to reflect any stock split, stock dividend, spin-off
or other event where the administrative committee determines an adjustment is appropriate in order to prevent the enlargement or
dilution of an award recipient’s rights. If a merger, consolidation or other business reorganization occurs and the Company
is not the surviving entity, any outstanding options, at the discretion of the administrative committee or the Board of Directors,
may be canceled and payment made to the option holder in an amount equal to the value of the canceled options or modified to provide
for alternative, nearly equivalent securities. Any outstanding restricted stock award shall be adjusted by allocating to the award
recipient any money, stock, securities or other property received by the other shareholders of record on account of outstanding
shares, and such money, stock, securities or other property shall be subject to the same terms and conditions as the restricted
stock award on account of which it has been issued, exchanged or paid.
Termination
or Amendment.
The Board of Directors or the administrative committee has the authority to at any time and from time to
time terminate, modify, suspend or amend the Stock Plan, in whole or in part; provided, however, that no such termination, modification,
suspension or amendment shall be effective without shareholder approval if such approval is required to comply with any applicable
law or stock exchange rule. In addition, no termination, modification, suspension or amendment of the plan will, without the consent
of an option holder or restricted stock award recipient, adversely affect such option holder’s or restricted stock award
recipient’s rights under any previously granted and then-outstanding stock option or restricted stock award, as the case
may be.
Federal Income Tax Consequences
The
following discussion is intended to be a summary and is not a comprehensive description of the federal tax laws, regulations and
policies affecting the Company and recipients of restricted stock awards or stock options that may be granted under the Stock Plan.
Any descriptions of the provisions of any law, regulation or policy are qualified in their entirety by reference to the particular
law, regulation or policy. Any change in applicable law or regulation or in the policies of various taxing authorities may have
a significant effect on this summary. The Stock Plan is not a qualified plan under Section 401(a) of the Code.
Stock
Options.
Incentive stock options do not create federal income tax consequences when they are granted. If incentive
stock options are exercised during the term of the option holder’s employment or within three months thereafter (or within
one year thereafter in the case of termination due to death or disability), the exercise does not create federal income tax consequences.
When the shares acquired on exercise of an incentive stock option are sold, the seller must pay federal income taxes on the amount
by which the sales price exceeds the exercise price. This amount will be taxed at capital gains rates if the sale occurs at least
two years after the option was granted and at least one year after the option was exercised. Otherwise, it is taxed as ordinary
income.
Incentive
stock options that are exercised more than three months after the termination of the option holder’s employment (or more
than one year after termination of the option holder’s employment due to death or disability) are treated as non-qualified
stock options. Non-qualified stock options do not create federal income tax consequences when they are granted. When non-qualified
stock options are exercised, federal income taxes at ordinary income tax rates must be paid on the amount by which the fair market
value of the shares acquired by exercising the option exceeds the exercise price. When an option holder sells shares acquired by
exercising a non-qualified stock option, he or she must pay federal income taxes on the amount by which the sales price exceeds
the exercise price plus the amount included in ordinary income at option exercise. This amount will be taxed at capital gains rates,
which will vary depending upon the time that has elapsed since the exercise of the option.
When
a non-qualified stock option is exercised, the Company is allowed a federal income tax deduction for the same amount that the option
holder includes in his or her ordinary income, subject to certain restrictions and limits set forth in the Code. When an incentive
stock option is exercised, the Company is not allowed to claim a deduction unless the shares acquired are resold sooner than two
years after the option was granted or one year after the option was exercised.
Restricted
Stock Awards.
Restricted stock awards granted under the Stock Plan generally do not result in federal income tax
consequences to either the Company or the award recipient at the time of grant. Once the award is vested and the shares subject
to the award are distributed, the award recipient is generally required to include in ordinary income, for the taxable year in
which the vesting date occurs, an amount equal to the fair market value of the shares on the vesting date. The Company is generally
allowed to claim a deduction, for compensation expense, in a like amount. If dividends are paid on unvested shares held under the
Stock Plan, such dividend amounts are also included in the ordinary income of the recipient. The Company is generally allowed to
claim a deduction for compensation expense for this amount as well.
In
certain cases, a recipient of a restricted stock award that is not a performance-based restricted stock award may elect to include
the value of the shares subject to a restricted stock award in income for federal income tax purposes when the award is made instead
of when it vests.
Section
162(m) Deduction Limits.
Section 162(m) of the Code generally disallows a tax deduction to public corporations for
compensation over $1,000,000 paid for any fiscal year to its chief executive officer and other employees (other than its chief
financial officer) whose compensation is required to be reported to shareholders under the Exchange Act and the rules and regulations
promulgated by the SEC thereunder. However, the statute exempts qualifying “performance-based compensation” from the
deduction limit if certain requirements are met. The Company designed the Stock Plan so that stock options and performance-based
restricted stock awards granted under the Stock Plan will, if applicable requirements are met, constitute qualified performance-based
compensation if the Board determines to seek such treatment. However, the $1,000,000 limit on deductibility would apply to restricted
stock awards made to covered employees that are not designated as performance-based restricted stock awards.
The
preceding statements are intended to summarize the general principles of current federal income tax law applicable to awards granted
under the Stock Plan. State and local tax consequences may also be significant.
New Plan Benefits
Grants
of restricted stock awards and stock options under the Stock Plan are at the discretion of the administrative committee. The administrative
committee has not yet determined to whom and in what amount any future awards will be made.
Shareholder Vote Required for Approval of the Stock Plan Amendment
Under the Stock Plan and in accordance with
the requirements of Section 162(m) of the Code and the rules of the NYSE, approval of the Stock Plan Amendment requires the affirmative
vote of a majority of the votes cast on the Stock Plan Amendment, including abstentions. Holders of the Company’s Class A
Common Stock and Class B Common Stock will vote together as a single class on the Stock Plan Amendment, with all holders of the
Company’s Class A Common Stock outstanding as of the close of business on the Record Date being entitled to one vote per
share and having in the aggregate 53% of the general voting power, and all holders of the Company’s Class B
Common Stock
outstanding as of the close of business on the Record Date being entitled to 73.65 votes per share and having in the aggregate
the remaining 47% of the general voting power.
The Board of Directors Unanimously Recommends
that Shareholders
Vote “For” the Stock Plan
Amendment.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of December
31, 2015, information regarding awards previously granted and outstanding, and securities authorized for future issuance, under
the Company’s equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
|
|
|
|
|
|
remaining available for
|
|
|
|
|
|
|
|
|
|
future issuance under
|
|
|
|
Number of securities to
|
|
|
Weighted-average
|
|
|
equity compensation plans
|
|
|
|
be issued upon exercise
|
|
|
exercise price of
|
|
|
excluding outstanding
|
|
Plan category
|
|
of outstanding options
|
|
|
outstanding options
|
|
|
options
|
|
Equity compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
|
approved by security holders
|
|
|
7,016
|
|
|
$
|
108.24
|
|
|
|
184,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7,016
|
|
|
$
|
108.24
|
|
|
|
184,426
|
|
AUDIT
COMMITTEE REPORT
The following Audit
Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject
to Regulation 14A or 14C promulgated by the SEC, other than as provided in Item 407 of Regulation S-K promulgated by the SEC, or
to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the following
Audit Committee Report be treated as “soliciting material” or specifically incorporates it by reference into a document
filed under the Securities Act of 1933, as amended, or the Exchange Act.
The Audit Committee’s
charter (available at
www.bbxcapital.com
) sets forth the Audit Committee’s responsibilities, which include oversight
of the Company’s financial reporting on behalf of the Company’s Board of Directors and shareholders. In fulfilling
its responsibilities, the Audit Committee reviewed and discussed the Company’s audited consolidated financial statements
for the year ended December 31, 2015 with the Company’s management and internal audit group as well as with the Company’s
independent registered public accounting firm for 2015, Grant Thornton LLP (“Grant Thornton”). The Audit Committee
also discussed with Grant Thornton the matters required to be discussed by
Statement on Auditing Standards No. 61,
as amended
(AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
The Audit Committee received
from Grant Thornton the written disclosures and the letter required by applicable requirements of the Public Company Accounting
Oversight Board regarding Grant Thornton’s communications with the Audit Committee concerning independence, and the Audit
Committee discussed with Grant Thornton its independence from the Company. When considering Grant Thornton’s independence,
the Audit Committee considered whether Grant Thornton’s provision of services to the Company beyond those rendered in connection
with its audit and review of the Company’s consolidated financial statements was compatible with maintaining Grant Thornton’s
independence. The Audit Committee also reviewed, among other things, the amount of fees paid to Grant Thornton for audit and non-audit
services.
Based on these reviews,
meetings, discussions and reports, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated
financial statements for the year ended December 31, 2015 be included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2015.
|
Submitted by the Members of the Audit Committee:
|
|
|
|
Norman H. Becker, Chairman
|
|
Steven M. Coldren
|
|
Willis N. Holcombe
|
Fees
to Independent Registered public Accounting Firm
for
THE YEARS ENDED dECEMBER 31, 2015 and 2014
On August 11, 2015, the
Audit Committee of the Board of Directors of the Company approved the engagement of Grant Thornton LLP as the Company’s independent
registered public accounting firm for the year ended December 31, 2015. PricewaterhouseCoopers LLP (“PwC”) served as
the independent registered public accounting firm for the Company for 2014. The table below presents fees for professional services
rendered by Grant Thornton and PwC for the audit of the Company’s annual financial statements for 2015 and 2014, as well
as fees billed for audit-related services, tax services and all other services rendered by Grant Thornton and PwC for those years.
On August 11, 2015, Grant Thornton was also engaged by BFC to serve as its independent registered public accounting firm for 2015.
The aggregate fees for professional services rendered by Grant Thornton to BFC for 2015 were approximately $421,000. PwC served
as the independent registered public accounting firm for BFC for 2014. The aggregate fees for professional services rendered by
PwC to BFC for 2014 and for the interim period from January 1, 2015 through August 11, 2015 was approximately $579,000 and $369,000,
respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
|
December 31,
|
|
(in thousands)
|
|
2015
|
|
|
2014
|
|
Audit fees (1)
|
|
$
|
956
|
|
|
$
|
1,355
|
|
Audit-related fees (2)
|
|
|
—
|
|
|
|
187
|
|
All other fees (3)
|
|
|
32
|
|
|
|
2
|
|
|
(1)
|
Includes primarily fees for services related to the annual financial statement audits, the annual
audits of effectiveness of internal control over financial reporting and the review of quarterly financial statements included
in the Company’s Quarterly Reports on Form 10-Q.
|
|
(2)
|
Includes fees for services related to acquisitions and investments made by the Company during 2014,
including the acquisitions of Helen Grace Chocolates and Anastasia Confections, Inc., and fees associated with procedures performed
following an adverse jury verdict in the litigation brought by the SEC against the Company and its then-serving Chairman.
|
|
(3)
|
The 2014 amount represents, and the 2015 amount includes, a one year licensing fee to access PwC’s
accounting research software. The 2015 amount also includes fees related to trial preparation in connection with the litigation
brought by the SEC against the Company and its then-serving Chairman.
|
All audit-related services
and other services set forth above were pre-approved by the Audit Committee, which concluded that the provision of such services
by Grant Thornton or PwC, as the case may be, was compatible with the maintenance of such firm’s independence in the conduct
of its auditing functions.
Under its charter, the
Audit Committee must review and pre-approve both audit and permitted non-audit services provided by the independent auditor and
shall not engage the independent auditor to perform any non-audit services prohibited by law or regulation. Each year, the independent
auditor’s retention to audit the Company’s financial statements, including the associated fee, is approved by the Audit
Committee. Under its current practices, the Audit Committee does not regularly evaluate potential engagements of the independent
auditor and approve or reject such potential engagements. At each Audit Committee meeting, the Audit Committee receives updates
on the services actually provided by the independent auditor, and management may present additional services for pre-approval.
The Audit Committee has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements on behalf
of the Audit Committee in the event that a need arises for pre-approval between regular Audit Committee meetings. If the Chairman
so approves any such engagements, he will report that approval to the full Audit Committee at the next Audit Committee meeting.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth, as of April 8, 2016, certain information as to the Company’s Class A Common Stock and Class B Common Stock beneficially
owned by persons known by the Company to own in excess of 5% of the outstanding shares of such stock. In addition, this table includes
information regarding the shares of the Company’s Class A Common Stock and Class B Common Stock beneficially owned by (i)
each Named Executive Officer, (ii) each of the Company’s directors and (iii) the Company’s directors and executive
officers as a group. Management knows of no person, except as listed below, who beneficially owned more than 5% of the outstanding
shares of the Company’s Class A Common Stock or Class B Common Stock as of April 8, 2016. Except as otherwise indicated,
the information provided in the following table was obtained from filings with the SEC and the Company pursuant to the Exchange
Act. For purposes of the following table, in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial
owner of any shares of Class A Common Stock or Class B Common Stock which he or she has or shares, directly or indirectly, voting
or investment power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after April
8, 2016. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment
power” includes the power to dispose of, or direct the disposition of, such shares. Unless otherwise noted, each beneficial
owner has sole voting and sole investment power over the shares beneficially owned.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
Class B
|
|
|
|
|
Percent of
|
|
|
Percent of
|
|
|
|
Common
|
|
|
|
|
Common
|
|
|
|
|
Class A
|
|
|
Class B
|
|
|
|
Stock
|
|
|
|
|
Stock
|
|
|
|
|
Common
|
|
|
Common
|
|
Name of Beneficial Owner
|
|
Ownership
|
|
|
|
|
Ownership
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BFC Financial Corporation(1)
|
|
|
13,126,396
|
|
|
(6)
|
|
|
195,045
|
|
|
(6)
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|
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81.0%
|
|
|
|
100%
|
|
Alan B. Levan(1)(4)
|
|
|
13,145,000
|
|
|
(2)(6)
|
|
|
195,045
|
|
|
(2)(6)
|
|
|
81.2%
|
|
|
|
100%
|
|
John E. Abdo(1)
|
|
|
13,183,077
|
|
|
(2)(6)
|
|
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195,045
|
|
|
(2)(6)
|
|
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81.4%
|
|
|
|
100%
|
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Norman H. Becker
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
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Steven M. Coldren
|
|
|
1,659
|
|
|
|
|
|
—
|
|
|
|
|
|
*
|
|
|
|
—
|
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Willis N. Holcombe
|
|
|
3,746
|
|
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(3)
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|
|
—
|
|
|
|
|
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*
|
|
|
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—
|
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Jarett S. Levan(4)
|
|
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12,346
|
|
|
|
|
|
—
|
|
|
|
|
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*
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|
|
|
—
|
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Anthony P. Segreto
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
Charlie C. Winningham, II
|
|
|
6,324
|
|
|
(3)
|
|
|
—
|
|
|
|
|
|
*
|
|
|
|
—
|
|
Seth M. Wise
|
|
|
12,043
|
|
|
|
|
|
—
|
|
|
|
|
|
*
|
|
|
|
—
|
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All directors and executive officers
|
|
|
|
|
|
|
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|
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|
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of the Company as of April 8, 2016
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
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as a group (9 persons)
|
|
|
13,219,205
|
|
|
(5)(6)
|
|
|
195,045
|
|
|
(6)
|
|
|
81.6%
|
|
|
|
100.0%
|
|
*Less than one percent of the class.
|
(1)
|
BFC may be deemed to be controlled by Alan B. Levan and John E. Abdo, who collectively may be deemed
to have an aggregate beneficial ownership of shares of BFC’s Class A Common Stock and Class B Common Stock representing approximately
76% of the total voting power of BFC. Mr. Abdo serves as Vice Chairman of the Company and BFC. Mr. Alan Levan is the former Chairman
and Chief Executive Officer of the Company and the former Chairman, Chief Executive Officer and President of BFC.
|
|
(2)
|
Includes, for each of Mr. Alan Levan and Mr. Abdo, the 13,126,396 shares of Class A Common Stock
and 195,045 shares of Class B Common Stock owned by BFC. Mr. Alan Levan’s ownership interest in the Class A Common Stock
also includes 180 shares of Class A Common Stock held directly by Levan Partners LLC, which Mr. Alan Levan may be deemed to control.
|
|
(3)
|
Includes beneficial ownership of the following number of shares of Class A Common Stock which may
be acquired within 60 days pursuant to the exercise of outstanding stock options: Dr. Holcombe — 3,709
shares; and Mr. Winningham — 3,307 shares.
|
|
(4)
|
Mr. Jarett Levan is the son of Mr. Alan Levan.
|
|
(5)
|
Includes beneficial ownership of the 7,016 shares of Class A Common
Stock which may be acquired by
Dr. Holcombe and Mr. Winningham
within 60 days pursuant to
the exercise of outstanding stock options, as described in footnote 3.
|
|
(6)
|
Class B Common Stock is convertible on a share-for-share basis into
Class A Common Stock at any time at BFC’s discretion.
|
OTHER MATTERS
As
of the date of this Proxy Statement, the Board of Directors is not aware of any matters other than those described in this Proxy
Statement which may be brought before the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF
PROXY MATERIALS FOR THE ANNUAL SHAREHOLDER
MEETING
TO BE HELD ON MAY 23, 2016
This Proxy Statement (including
a form of the accompanying proxy card) and the Company’s Annual Report to Shareholders for the year ended December 31, 2015
are available at
www.edocumentview.com/BBX_MTG
.
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
On
August 11, 2015, the Audit Committee of the Board of Directors approved the engagement of Grant Thornton as the Company’s
independent registered public accounting firm for the year ending December 31, 2015. The Company formally engaged Grant Thornton
pursuant to an engagement letter dated August 17, 2015. A representative of Grant Thornton is expected to be present at the Annual
Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate
questions from shareholders.
On
August 11, 2015, the Company, upon the approval of its Audit Committee and in connection with the approved engagement of Grant
Thornton, dismissed PwC as the Company’s independent registered public accounting firm.
The
reports of PwC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2014 and 2013 did
not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principle.
During
the years ended December 31, 2014 and 2013 and the interim period from January 1, 2015 through August 11, 2015: (i) the Company
had no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto
in its reports on the Company’s financial statements for such years; and (ii) there were no “reportable events,”
as that term is defined in Item 304(a)(1)(v) of Regulation S-K; however, in March 2015, PwC advised the Company that it would rely
on management’s representations but would not and did not rely on the representations of the Company’s Chief Executive
Officer.
During
the years ended December 31, 2014 and 2013 and the interim period from January 1, 2015 through August 11, 2015, the Company did
not consult with Grant Thornton regarding: (i) either the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii)
any matter that was the subject of either a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
ADDITIONAL INFORMATION
“Householding”
of Proxy Material.
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy
delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single
proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially
provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials,
delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received
from the affected shareholders. Once you have received notice from your broker or AST, the Company’s transfer agent, that
they or the Company will be householding materials to your address, householding will continue until you are notified otherwise
or until you revoke your consent. However, the Company will deliver promptly upon written or oral request a separate copy of this
Proxy Statement to a shareholder at a shared address to which a single Proxy Statement was delivered. If, at any time, you no longer
wish to participate in householding and would prefer to
receive a separate proxy statement, or if you are receiving multiple proxy
statements and would like to request delivery of a single proxy statement, please notify your broker if your shares are held in
a brokerage account or AST if you are the record holder of your shares. You can notify AST by sending a written request to American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue, 2nd Floor, Brooklyn, New York 11219, Attention: Customer Service. You
can also contact AST’s Customer Service department at (800) 937-5449.
Advance Notice Procedures
.
Under the Company’s Amended and Restated Bylaws, no business may be brought before an annual meeting of shareholders unless
it is specified in the notice of the annual meeting of shareholders or is otherwise brought before the annual meeting of shareholders
by or at the direction of the Board of Directors or by a shareholder entitled to vote who has delivered written notice to the Company’s
Secretary (containing certain information specified in the Bylaws about the shareholder and the proposed action) not less than
90 or more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders. However,
if the date of the Company’s annual meeting of shareholders changes by more than 30 days from the date of the preceding year’s
annual meeting of shareholders, written notice of the proposed business must be received by the Company within ten days after the
Company first mails notice of or publicly discloses the date of the annual meeting of shareholders. For the Company’s 2017
Annual Meeting of Shareholders, the Company must receive written notice of proposed business from a shareholder (i) between January
23, 2017 and February 22, 2017 or (ii) if the Company’s 2017 Annual Meeting of Shareholders is held more than 30 days before
or after May 23, 2017, within ten days after the Company first mails notice of or publicly discloses the date of the meeting. In
addition, any shareholder who wishes to submit a nomination to the Board of Directors must deliver written notice of the nomination
within the applicable time period set forth above and comply with the information requirements in the Bylaws relating to shareholder
nominations. These requirements are separate from and in addition to the SEC’s requirements that a shareholder must meet
in order to have a shareholder proposal included in the Company’s proxy statement.
Shareholder
Proposals for the 2017 Annual Meeting of Shareholders.
Shareholders interested in submitting a proposal for inclusion
in the proxy materials for the Company’s 2017 Annual Meeting of Shareholders may do so by following the procedures relating
to shareholder proposals set forth in the rules and regulations promulgated under the Exchange Act. To be eligible for inclusion,
shareholder proposals must be received by the Company’s Secretary at the Company’s principal executive offices by December
26, 2016.
Proxy
Solicitation Costs.
The Company will bear the expense of soliciting proxies and of reimbursing brokers, banks and
other nominees for the out-of-pocket and clerical expenses of transmitting copies of the proxy materials to the beneficial owners
of shares held of record by such persons. The Company does not currently intend to solicit proxies other than by use of the mail,
but certain directors, officers and regular employees of the Company or its subsidiaries, without additional compensation, may
solicit proxies personally or by telephone, fax, special letter or otherwise.
|
BY ORDER OF THE BOARD OF DIRECTORS
|
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|
|
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Jarett S. Levan
|
|
Acting Chairman and Chief Executive Officer
|
April 25, 2016
Appendix A
BBX CAPITAL CORPORATION
2014 STOCK INCENTIVE PLAN
(as amended)
1. PURPOSES.
The purpose of this BBX Capital Corporation 2014 Stock Incentive Plan (this “Plan”) is to attract, retain and motivate
officers and other employees of BBX Capital Corporation, a Florida corporation (the “Company”), or its Subsidiaries
or Affiliates (as hereinafter defined), as well as directors and other individuals who perform services for the Company or its
Subsidiaries or Affiliates, to compensate them for their services, to encourage ownership by them of stock of the Company, to align
their interests with those of shareholders in the creation of long-term value, and to promote the success and profitability of
the Company’s business.
2. DEFINITIONS.
As used herein, the following definitions shall apply:
(a)
“Affiliate” shall mean, with respect to a specified Person, a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the Person specified.
(b)
“Award Notice” shall mean, with respect to a particular Restricted Stock Award, a written instrument signed by the
Company and the recipient of the Restricted Stock Award evidencing the Restricted Stock Award and establishing the terms and conditions
thereof.
(c) “Award
Recipient” shall mean the recipient of a Restricted Stock Award.
(d) “Beneficiary”
shall mean the Person designated by an Award Recipient to receive any Shares subject to a Restricted Stock Award made to such Award
Recipient that become distributable following the Award Recipient’s death.
(e) “Board
of Directors” shall mean the Board of Directors of the Company.
(f) “Class A
Common Stock” shall mean the Class A common stock, par value $0.01 per share, of the Company.
(g) “Code”
shall mean the Internal Revenue Code of 1986, as amended.
(h) “Committee”
shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of this Plan.
(i) “Company”
shall mean BBX Capital Corporation, a Florida corporation, and its successors and assigns.
(j) “Continuous
Status as an Employee” shall mean, subject to the following sentence, the absence of any interruption or termination of service
as an Employee. Notwithstanding the foregoing, “Continuous Status as an Employee” with respect to a particular individual
shall not be considered (i) interrupted in the case of such individual’s absence due to sick leave, military leave, or any
other leave of absence approved by the Board of Directors or the Committee or (ii) terminated or interrupted if such individual
(A) is hired or re-hired as an Employee of the Company or any Parent, Subsidiary or Affiliate of the Company within a period of
three (3) months following the termination of his or her employment or (B) continues to serve as a director of the Company or any
Parent, Subsidiary or Affiliate of the Company notwithstanding the termination of his or her employment, or is appointed or re-appointed
to serve as a director of the Company or any Parent, Subsidiary or Affiliate of the Company within a period of three (3) months
following the termination of his or her employment. If an individual remains in “Continuous Status as an Employee”
solely by reason of satisfaction of any of the events specified in clause (ii) of the preceding sentence, any time-based vesting
criteria with respect to an Option previously granted to the individual shall be tolled for the period of time during which he
or she was not an Employee or director of the Company or any Parent, Subsidiary or Affiliate of the Company.
(k) “Covered
Employee” shall mean, for any taxable year of the Company, a person who is, or who the Committee determines is reasonably
likely to be, a “covered employee” (within the meaning of Section 162(m) of the Code).
(l) “Disability”
shall mean permanent and total disability as defined in Section 22(e)(3) of the Code.
(m) “Employee”
shall mean any person, including officers, employed by the Company or any Parent, Subsidiary or Affiliate of the Company.
(n) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.
(o)
“Fair Market Value” shall be determined by the Committee in its discretion; provided, however, that so long as (i)
the Class A Common Stock is listed or admitted for trading on any United States national securities exchange, (ii) transactions
in the Class A Common Stock are reported on a consolidated transaction reporting system, or (iii) the Class A Common Stock is quoted
on any system of automated dissemination of quotations of securities prices in common use, the fair market value per Share of the
Class A Common Stock shall be the closing price of the Class A Common Stock on such exchange or reporting system or as quoted
on such system of automated dissemination of quotations of securities, as the case may be, on the relevant date.
(p) “Incentive
Stock Option” shall mean an Option intended to qualify as an “incentive stock option” within the meaning of Section 422
of the Code.
(q) “Nonqualified
Stock Option” shall mean an Option not intended to qualify as an Incentive Stock Option, or an Option that at the time of
grant, or subsequent thereto, fails to satisfy the requirements of Section 422 of the Code.
(r) “Option”
shall mean a stock option granted pursuant to this Plan.
(s) “Optioned
Stock” shall mean the Class A Common Stock subject to an Option.
(t) “Optionee”
shall mean the recipient of an Option.
(u) “Parent”
shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(v) “Performance-Based
Restricted Stock Award” shall mean a Restricted Stock Award to which Section 8.3 is applicable.
(w) “Performance
Goal” shall mean, with respect to any Performance-Based Restricted Stock Award, the performance goal(s) established pursuant
to Section 8.3(a), the attainment of which is a condition of the vesting and/or retention of the Performance-Based Restricted
Stock Award.
(x) “Performance
Measurement Period” shall mean, with respect to any Performance Goal, the period of time over which attainment of the Performance
Goal is measured.
(y) “Person”
shall mean an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust,
an estate, an unincorporated organization and any other business organization or institution.
(z) “Restricted
Stock Award” shall mean an award of restricted Shares pursuant to Section 8.
(aa) “Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule.
(bb) “Service”
shall mean, unless the Committee provides otherwise in an Award Notice: (a) service in any capacity as a common-law employee,
director, advisor or consultant to the Company or a Parent, Subsidiary or Affiliate of the Company; (b) service in any capacity
as a common-law employee, director, advisor or consultant
(including periods of contractual availability to perform services under
a retainer arrangement) to an entity that was formerly a Parent, Subsidiary or Affiliate of the Company, to the extent that such
service is an uninterrupted continuation of services being provided immediately prior to the date on which such entity ceased to
be a Parent, Subsidiary or Affiliate of the Company; and (c) performance of the terms of any contractual non-compete agreement
for the benefit of the Company or a Parent, Subsidiary or Affiliate of the Company. Notwithstanding the foregoing, an individual’s
“Service” shall not be considered terminated if, within three (3) following the termination of his or service in any
capacity described in the preceding sentence or performance of a contractual non-compete agreement described in the preceding sentence,
such individual is hired or re-hired as an Employee of the Company or any Parent, Subsidiary or Affiliate of the Company or is
appointed or re-appointed to serve as a director of the Company or any Parent, Subsidiary or Affiliate of the Company. If an individual’s
“Service” is deemed to continue solely by reason of satisfaction of any of the events specified in the preceding sentence,
any time-based vesting criteria with respect to a Restricted Stock Award previously granted to the individual shall be tolled for
the period of time during which he or she did not satisfy the “Service” requirements set forth in the first sentence
of this paragraph.
(cc) “Share”
shall mean a share of the Class A Common Stock, as adjusted in accordance with Section 9.
(dd) “Stock
Option Agreement” shall mean the written Option agreements described in Section 14.
(ee)
“Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f)
of the Code.
(ff) “Transferee”
shall have the meaning set forth in Section 7.4.
3. STOCK.
Subject to the provisions of Section 9, the maximum aggregate number of Shares which may be issued for Restricted Stock Awards
and upon the exercise of Options under this Plan is Two Million (2,000,000) Shares. If an Option or Restricted Stock Award
should expire or become unexercisable for any reason without having been exercised or vested in full, the unpurchased Shares which
were subject thereto shall, unless this Plan shall have been terminated, become available for further grant under this Plan.
The
number of Shares authorized for grant under this Plan as Incentive Stock Options shall be no more than the total number of Shares
authorized for grant under this Plan, as set forth in the preceding paragraph. Notwithstanding any provision in this Plan to the
contrary, and subject to Section 9, the maximum aggregate number of Shares with respect to one or more Options or Restricted Stock
Awards that may be granted to any one person during any calendar year shall be Three Hundred Thousand (300,000) Shares. If an Option
or Restricted Stock Award should expire, become unexercisable for any reason without having been exercised in full, or be cancelled
for any reason during the calendar year in which it was granted, the number of Shares covered by such Option or Restricted Stock
Award shall nevertheless be treated as Options or Restricted Stock Awards, as the case may be, granted for purposes of the limitation
in the preceding sentence.
4. ADMINISTRATION.
(a)
Procedure
.
This Plan shall be administered by a Committee appointed by the Board of Directors, which initially shall be the Compensation Committee
of the Board of Directors. The Committee shall consist of not less than two (2) members of the Board of Directors. Once appointed,
the Committee shall continue to serve until otherwise directed by the Board of Directors. From time to time, the Board of Directors,
at its discretion, may increase the size of the Committee and appoint additional members thereof, remove members (with or without
cause), and appoint new members in substitution therefor, and fill vacancies however caused; provided, however, that at no time
shall the Committee consist of less than two (2) members of the Board of Directors. If the Committee does not exist, or for
any other reason determined by the Board of Directors and permitted pursuant to the terms hereof, the Board of Directors may take
any action and exercise any power, privilege or discretion under this Plan that would otherwise be the responsibility of the Committee.
(b)
Powers
of the Committee
. Subject to the provisions of this Plan, the Committee shall have the authority, in its discretion: (i) to
grant Incentive Stock Options, in accordance with Section 422 of the Code, to grant Nonqualified Stock Options, or to grant
Restricted Stock Awards; (ii) if applicable, to determine, upon review of relevant information, the Fair Market Value of the
Class A Common Stock; (iii) to determine the persons to whom, and the time or times at which, Options and Restricted
Stock Awards shall be granted; (iv) to determine the terms and provisions of each Option or Restricted Stock Award granted (which
need not be identical), including, without
limitation, the number of Shares represented by each Restricted Stock Award, the number
of shares underlying each Option, the exercise price per share of each Option, the consideration, if any, for each Restricted Stock
Award and the vesting schedule of each Option and Restricted Stock Award; (v) to interpret this Plan; (vi) to amend this
Plan, if amendment by the Committee is permitted pursuant to the terms hereof; (vii) to modify or amend each Option or Restricted
Stock Award, including to accelerate or defer the exercise or vesting date of any Option or the vesting date of any Restricted
Stock Award (in each case with the consent of the holder thereof to the extent required); (viii) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the grant of an Option or Restricted Stock Award previously
granted by the Committee; (ix) to re-price previously granted Options and/or substitute new Options or Restricted Stock Awards
for previously granted Options or Restricted Stock Awards, as the case may be, which previously granted Options or Restricted Stock
Awards contain less favorable terms, including, in the case of Options, higher exercise prices; and (x) to make all other
determinations deemed necessary or advisable for the administration of this Plan.
(c)
Effect
of the Committee’s Decision
. All decisions, determinations and interpretations of the Committee shall be final and binding
on all Optionees, Award Recipients or Transferees, if applicable.
5. ELIGIBILITY.
Incentive Stock Options may be granted only to employees, including officers, of the Company or any Parent or Subsidiary of the
Company. Nonqualified Stock Options and Restricted Stock Awards may be granted to Employees as well as directors of, and independent
contractors and agents who are natural persons and perform services for, the Company or any Parent, Subsidiary or Affiliate of
the Company (provided that Options and Restricted Stock Awards may not be granted under this Plan to an independent contractor
or agent to the Company or a Parent, Subsidiary or Affiliate of the Company for services in connection with the offer or sale of
securities in a capital-raising transaction or services that directly or indirectly promote or maintain a market for the Company’s
securities). Any individual who has been granted an Option or Restricted Stock Award may, if he or she is otherwise eligible, be
granted additional Options and/or Restricted Stock Awards.
Except
as otherwise provided under the Code, to the extent that the aggregate Fair Market Value of Shares for which Incentive Stock Options
(under all stock option plans of the Company and of any Parent or Subsidiary of the Company) are exercisable for the first time
by an Employee during any calendar year exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. For
purposes of this limitation, (a) the Fair Market Value of Shares is determined as of the time the Option is granted and (b) the
limitation is applied by taking into account Options in the order in which they were granted.
This
Plan shall not constitute a contract of employment nor shall this Plan confer upon any Optionee or Award Recipient any right with
respect to continuation of employment or continuation of providing services to the Company, nor shall it interfere in any way with
his or her right or the Company’s or any Parent, Subsidiary or Affiliate of the Company’s right to terminate his or
her employment or provision of services at any time.
6. TERM
OF PLAN. This Plan shall continue in effect until June 12, 2024, unless sooner terminated under Section 11.
7. STOCK
OPTIONS.
7.1
Term
of Option
. The term of each Option shall be ten (10) years from the date of grant thereof or such shorter term as may
be provided in the Stock Option Agreement. However, in the case of an Incentive Stock Option granted to an Employee who, immediately
before the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes
of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years
from the date of grant thereof or such shorter time as may be provided in such Optionee’s Stock Option Agreement.
7.2
Exercise
Price and Consideration
.
(a)
Price
.
The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as determined by
the Committee, but shall be subject to the following:
(i) In
the case of an Incentive Stock Option which is:
(A) granted
to an Employee who, immediately before the grant of such Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise
price shall be no less than one hundred and ten percent (110%) of the Fair Market Value per Share on the date of grant; or
(B) granted
to an Employee not within (A), the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market
Value per Share on the date of grant.
(ii)
In the case of a Nonqualified Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.
(b)
Certain
Corporate Transactions
. In the event an Option is substituted for a stock option issued by another Person in connection with
a corporate transaction, such as a merger, consolidation, acquisition of property or stock, separation (including a spin-off or
other distribution of stock or property), reorganization (whether or not such reorganization comes within the definition of such
term in Section 368 of the Code) or partial or complete liquidation involving the Company and such other Person, the exercise
price per Share of such substituted Option shall (subject to the provisions of Section 424(a) of the Code in the case of a
stock option that was intended to qualify as an “incentive stock option”) be in such amount so as to preserve, on a
per Share basis with respect to such substituted option, the same ratio of Fair Market Value per Share to exercise price per Share
which existed immediately prior to such corporate transaction.
(c)
Payment
.
The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be
determined by the Committee and may consist entirely of cash, check, promissory note, or other shares of the Company’s capital
stock having a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for
the issuance of Shares to the extent permitted under the law of the Company’s jurisdiction of incorporation. The Committee
may also establish coordinated procedures with one or more brokerage firms for the “cashless exercise” of Options,
whereby Shares issued upon exercise of an Option are delivered against payment by the brokerage firm on the Optionee’s behalf.
When payment of the exercise price for the Shares to be issued upon exercise of an Option consists of shares of the Company’s
capital stock, such shares will not be accepted as payment unless the Optionee or Transferee, if applicable, has held such shares
for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes.
7.3
Exercise
Of Option
.
(a)
Procedure
for Exercise; Rights as a Shareholder
. Any Option granted hereunder shall be exercisable at such times and under such conditions
as determined by the Committee, including performance criteria with respect to the Optionee, performance criteria with respect
to the Company or any Parent or Subsidiary of the Company, or in the case of Nonqualified Stock Options, performance criteria with
respect to any Affiliate of the Company, and as shall be permissible under the terms of this Plan. An Option may not be exercised
for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares
with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Committee,
consist of any consideration and method of payment allowable under Section 7.2(c).
(b)
Termination
of Status as an Employee
. If any individual ceases to be in Continuous Status as an Employee, such individual or his or her
Transferee may, but only within three (3) months (or, provided that the applicable Option is not an Incentive Stock Option,
such longer period of time as may be determined by the Committee) after the date the individual ceases to be in Continuous Status
as an Employee, exercise an Option previously granted and
then-outstanding to the extent that the individual or his or her Transferee
was entitled to exercise the Option as of the date of such termination of Continuous Status as an Employee and the Option did not
otherwise expire prior to the exercise date. To the extent that the individual or his or her Transferee was not entitled to exercise
the Option at the date of termination of Continuous Status as an Employee, or if the individual or any Transferee does not exercise
such Option within the time specified herein, the Option shall terminate and no longer be exercisable. Notwithstanding the foregoing
provisions of this Section 7.3(b), (i) if any individual ceases to serve as an Employee as a result of a termination for cause
(as determined by the Committee), any Option held by such individual or his or her Transferee shall terminate immediately and automatically
on the date of termination as an Employee unless otherwise determined by the Committee, and (ii) if an individual ceases to be
in Continuous Status as an Employee solely due to a reorganization, merger, consolidation, spin-off, combination, or other similar
corporate transaction or event, the Committee may, in its discretion, suspend the operation of this Section 7.3(b); provided
that, in the case of this clause (ii) or if an Employee of the Company or any Parent or Subsidiary of the Company is re-assigned
to an Affiliate of the Company, the individual shall execute an agreement, in form and substance satisfactory to the Committee,
waiving such individual’s right to have his or her Options treated as Incentive Stock Options from and after a date determined
by the Committee, which shall be no later than three (3) months after the cessation or re-assignment date, as the case may be,
and such individual’s Options shall thereafter be treated as Nonqualified Stock Options for all purposes.
(c)
Disability
of Optionee
. Notwithstanding the provisions of Section 7.3(b) above, in the event an Employee is unable to continue his
employment as a result of his or her Disability, such individual or his or her Transferee may, but only within three (3) months
or such other period of time as is determined by the Committee not exceeding twelve (12) months (or, provided that the applicable
Option is not an Incentive Stock Option, such longer period of time as may be determined by the Committee) from the date of cessation
of employment for Disability, exercise an Option previously granted and then-outstanding to the extent the individual or his or
her Transferee was entitled to exercise the Option at the date of such cessation of employment for Disability and the Option did
not otherwise expire prior to the exercise date.. To the extent that the individual or his or her Transferee was not entitled to
exercise the Option at the date of cessation of employment for Disability, or if the individual or his or her Transferee does not
exercise such Option within the time specified herein, the Option shall terminate and no longer be exercisable.
(d)
Death
of Optionee
. In the event of the death of an Optionee:
(i)
who is at the time of his or her death an Employee and who shall have been in Continuous Status as an Employee since the date of
grant of the Option, the Option may be exercised at any time within twelve (12) months (or, provided that the applicable Option
is not an Incentive Stock Option, such longer period of time as may be determined by the Committee) following the date of death
or the earlier expiration of the Option in accordance with its terms, in each case by the Optionee’s estate, by a person
who acquired the right to exercise the Option by bequest or inheritance, or by any Transferee, as the case may be, but only to
the extent of the right to exercise in effect as of the date of death or that would have accrued had the Optionee continued living
one (1) month after the date of death; or
(ii) within
thirty (30) days or such other period of time as is determined by the Committee not exceeding three (3) months (or, provided
that the applicable Option is not an Incentive Stock Option, such longer period of time as may be determined by the Committee)
after the termination of the Optionee’s Continuous Status as an Employee (other than due to a termination for cause, in which
case clause (i) of Section 7.3(b) shall govern), the Option may be exercised, at any time within three (3) months following
the date of death or the earlier expiration of the Option in accordance with its terms, in each case by the Optionee’s estate,
by a person who acquired the right to exercise the Option by bequest or inheritance, or by any Transferee, as the case may be,
but only to the extent of the right to exercise that had accrued at the date of termination the Optionee’s Continuous Status
as an Employee.
7.4
Transferability
of Options
. During an Optionee’s lifetime, an Option may be exercisable only by the Optionee and an Option granted under
this Plan and the rights and privileges conferred thereby shall not be subject to execution, attachment or similar process and
may not be sold, pledged, assigned, hypothecated, transferred or otherwise disposed of in any manner (whether by operation of law
or otherwise) other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted
by applicable law and Rule 16b-3, the Committee may determine that an Option may be transferred by an Optionee to any of the
following: (i) a family member of the Optionee; (ii) a trust established primarily for the benefit of the Optionee and/or
a family member of said Optionee in which the Optionee and/or one or more of his family members collectively have a more than fifty
percent (50%) beneficial
interest; (iii) a foundation in which such persons collectively control the management of assets; (iv) any other legal
entity in which such persons collectively own more than fifty percent (50%) of the voting interests; or (v) any charitable
organization exempt from income tax under Section 501(c)(3) of the Code (collectively, a “Transferee”); provided,
however, that in no event shall an Incentive Stock Option be transferable if such transferability would violate the applicable
requirements under Section 422 of the Code. Any other attempt to sell, pledge, assign, hypothecate, transfer or otherwise
dispose of any Option under this Plan or of any right or privilege conferred thereby, contrary to the provisions of this Plan,
or the sale or levy or any attachment or similar process upon the rights and privileges conferred hereby, shall be null and void.
8. RESTRICTED
STOCK AWARDS.
8.1
In
General
.
(a)
Each Restricted Stock Award shall be evidenced by an Award Notice issued by the Committee to the Award Recipient containing such
terms and conditions not inconsistent with this Plan as the Committee may, in its discretion, prescribe, including, without limitation,
any of the following terms or conditions:
(i)
the number of Shares covered by the Restricted Stock Award;
(ii)
the amount (if any) which the Award Recipient shall be required to pay to the Company in consideration for the issuance of such
Shares (which shall in on event be less than the minimum amount required for such Shares to be validly issued, fully paid and nonassessable
under applicable law);
(iii)
whether the Restricted Stock Award is a Performance-Based Award and, if it is, the applicable Performance Goal or Performance Goals;
(iv)
the date of grant of the Restricted Stock Award; and
(v)
the vesting date for the Restricted Stock Award.
(b)
Restricted Stock Awards may be in the form of issued and outstanding Shares that shall be either:
(i)
registered in the name of the Committee for the benefit of the Award Recipient and held by the Committee pending the vesting of
the Restricted Stock Award;
(ii)
registered in the name of the Award Recipient and held by the Committee, together with a stock power executed by the Award Recipient
in favor of the Committee, pending the vesting or forfeiture of the Restricted Stock Award; or
(iii)
registered in the name and delivered to the Award Recipient.
In
any event, the certificates evidencing the Shares shall at all times prior to the applicable vesting date bear the following legend:
The Class A
Common Stock evidenced hereby is subject to the terms of a Restricted Stock Award agreement between BBX Capital Corporation and
[Name of Award Recipient] dated [Date] made pursuant to the terms of the BBX Capital Corporation 2014 Stock Incentive Plan, as
amended, copies of which are on file at the executive offices of BBX Capital Corporation, and may not be sold, encumbered, hypothecated
or otherwise transferred except in accordance with the terms of such Plan and Agreement.
and/or
such other restrictive legend as the Committee, in its discretion, may specify.
(c)
Restricted Stock Awards may also be in the form of “restricted stock units,” where no Shares are issued and outstanding
until the Vesting Date(s) or, alternatively, until the Performance Goals have been satisfied. Each “restricted stock unit”
will represent the right to receive one share of Class A Common Stock upon vesting. On each Vesting Date, or when the Performance
Goals are met in the case of a Performance-Based Award, the appropriate number of Shares will then be issued and outstanding, registered
in the name of the Award Recipient, and at that
time, such Shares shall be freely transferable without restriction and the Award
Recipient shall have all rights of beneficial ownership.
(d)
Except as otherwise provided by the Committee, a Restricted Stock Award shall not be transferable by the Award Recipient other
than by will or by the laws of descent and distribution, and the Shares granted pursuant to such Restricted Stock Award shall
be distributable, during the lifetime of the Award Recipient, only to the Award Recipient.
8.2
Vesting
Date
.
(a) The
vesting date for each Restricted Stock Award shall be determined by the Committee and specified in the Award Notice and, if no
date is specified in the Award Notice, shall be the first anniversary of the date on which the Restricted Stock Award is granted.
Unless otherwise determined by the Committee and specified in the Award Notice:
(i) if
the Service of an Award Recipient is terminated prior to the vesting date of a Restricted Stock Award for any reason other than
death or Disability, any unvested Shares shall be forfeited without consideration (other than a refund to the Award Recipient
of an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for
the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture);
(ii) if
the Service of an Award Recipient is terminated prior to the vesting date of a Restricted Stock Award on account of death or Disability,
any unvested Shares with a vesting date that is during the period of six (6) months beginning on the date of termination
of Service shall become vested on the date of termination of Service and any remaining unvested Shares shall be forfeited without
consideration (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any,
actually paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such
Shares on the date of forfeiture).
8.3
Performance-Based Restricted Stock Awards
.
(a) If
the Committee determines that a Restricted Stock Award shall be a Performance-Based Restricted Stock Award, at the time of grant
of the award, the Committee shall establish one or more Performance Goals, the attainment of which shall be a condition to the
vesting and/or retention of the related Shares. The Performance Goals shall be selected from among the following:
(i) earnings
per share;
(ii)
total or net revenue;
(iii)
revenue growth;
(iv)
operating income;
(v)
net operating income after tax;
(vi)
pre-tax or after-tax income;
(vii)
cash flow;
(viii)
cash flow per share;
(ix) net
income;
(x)
EBIT;
(xi)
EBITDA;
(xii) adjusted
EBITDA;
(xii)
profit growth;
(xiv)
return on equity;
(xv) return
on assets;
(xvi) return
on capital employed;
(xvii)
economic value added (or an equivalent metric);
(xviii)
core earnings;
(xix) share
price performance or other measures of equity valuation;
(xx)
other earnings criteria or profit-related return ratios;
(xxi)
total shareholder return;
(xxii)
market share;
(xxiii)
expense levels;
(xxiv)
working capital levels;
(xxv) strategic
business objectives, consisting of one or more objectives based on meeting specified cost, profit, operating profit, sales, revenue,
cash or cash generation targets or measures, or goals, including those relating to business expansion, business development, acquisitions
or divestitures;
(xxvi) except
in the case of a Covered Employee, any other performance criteria established by the Committee; or
(xxvii) any
combination of (i) through (xxvi) above.
Performance
Goals may be established on the basis of reported earnings or cash earnings, and consolidated results or the results of a business
segment or individual business unit and may, in the discretion of the Committee, include or exclude certain items, including the
operations or results of a business segment or individual business unit and/or the results of discontinued operations. Each Performance
Goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets,
the past performance of the Company (or individual business segments or units) and/or the past or current performance of other
companies. Performance Goals need not be based upon an increase or positive result under a particular business criterion and could
include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific
business criteria).
(b) At
the time it grants a Performance-Based Restricted Stock Award, the Committee shall establish a Performance Measurement Period for
each Performance Goal. The Performance Measurement Period shall be the period over which the Performance Goal is measured and its
attainment is determined. If the Committee establishes a Performance Goal but fails to specify a Performance Measurement Period,
the Performance Measurement Period shall be:
(i) if
the Performance-Based Restricted Stock Award is granted during the first three months of the Company’s fiscal year, the fiscal
year of the Company in which the Performance-Based Restricted Stock Award is granted; and
(ii) in
all other cases, the period of four (4) consecutive fiscal quarters of the Company that begins with the fiscal quarter in
which the Performance-Based Restricted Stock Award is granted.
(c) Within
a reasonable period of time as shall be determined by the Committee following the end of each Performance Measurement Period, the
Committee shall determine, on the basis of such evidence as it deems appropriate, whether the Performance Goals for such Performance
Measurement Period have been attained and, if they have been obtained, shall certify such fact in writing.
(d) If
the Performance Goals for a Performance-Based Restricted Stock Award have been determined and certified by the Committee to have
been attained:
(i) if
the relevant vesting date has occurred, the Committee shall cause the ownership of the Shares subject to such Restricted Stock
Award, together with all dividends and other distributions with respect thereto that have been accumulated, to be transferred on
the stock transfer records of the Company, free of any restrictive legend other than as may be required by applicable law, to the
Award Recipient; and
(ii) in
all other cases, the Shares shall continue in their current status pending the occurrence of the relevant vesting date or forfeiture
of the Shares.
If any one or more
of the relevant Performance Goals have been determined by the Committee to not have been attained, all of the Shares subject to
such Restricted Stock Award shall be forfeited without consideration (other than a refund to the Award Recipient of an amount equal
to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares being forfeited
and (B) the Fair Market Value of such Shares on the date of forfeiture).
(e) If
the Performance Goals for any Performance Measurement Period shall have been affected by special factors (including material changes
in accounting policies or practices, material acquisitions or dispositions of property, or other unusual items) that in the Committee’s
judgment should or should not be taken into account, in whole or in part, in the equitable administration of this Plan, the Committee
may, for any purpose of this Plan, adjust such Performance Goals and make payments accordingly under this Plan; provided, however,
that any adjustments made in accordance with or for the purposes of this section 8.3(e) shall be disregarded for purposes
of calculating the Performance Goals for a Performance-Based Restricted Stock Award to a Covered Employee if and to the extent
that such adjustments would have the effect of increasing the amount of a Restricted Stock Award to such Covered Employee.
8.4
Dividend
Rights
. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination
in the relevant Award Notice, any dividends or distributions declared and paid with respect to Shares subject to the Restricted
Stock Award, whether or not in cash, shall be held and accumulated for distribution at the same time and subject to the same terms
and conditions as the underlying Shares.
8.5
Voting
Rights
. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination
in the relevant Award Notice, the Award Recipient shall have the right to direct the voting of the Shares subject to the Restricted
Stock Award (other than Restricted Stock Awards in the form of “restricted stock units”).
8.6
Tender
and Other Offers
. Each Award Recipient shall have the right to respond, or to direct the response, with respect to the Shares
related to his or her Restricted Stock Award, to any tender offer, exchange offer, rights offer or other offer made to the holders
of Shares. To the extent applicable, such a direction for any such Shares shall be given by completing and filing, with the inspector
of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in the
direction, a written direction in the form and manner prescribed by the Committee. If no such direction is given, then the Shares
shall not be tendered or the Award Recipient shall be deemed to not have participated in such exchange, rights or other offer,
as the case may be.
8.7
Designation
of Beneficiary
. An Award Recipient may designate a Beneficiary to receive any unvested Shares that become available for distribution
on the date of his or her death. Such designation (and any change or revocation of such designation) shall be made in writing in
the form and manner prescribed by the Committee. In the event that the Beneficiary designated by an Award Recipient dies prior
to the Award Recipient, or in the event that no Beneficiary has been designated, any vested Shares that become available for distribution
on the Award
Recipient’s death shall be paid to the executor or administrator of the Award Recipient’s estate, or if
no such executor or administrator is appointed within such time as the Committee, in its sole discretion, shall deem reasonable,
to the spouse or the descendants or blood relatives of such deceased person as the Committee may select.
8.8
Taxes
.
The Company or the Committee shall have the right to require any person entitled to receive Shares pursuant to a Restricted Stock
Award to pay the amount of any tax which is required to be withheld with respect to such Shares, or, in lieu thereof, to retain,
or to sell without notice, or the person receiving the Shares pursuant to the Restricted Stock Award may otherwise satisfy the
tax withholding requirement by surrendering, a sufficient number of shares of the Company’s capital stock to cover the amount
required to be withheld.
9. ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the shareholders of the Company, in the event any recapitalization,
forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Class A Common
Stock or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash,
securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Class A Common
Stock such that an adjustment is appropriate in the Committee’s discretion in order to prevent dilution or enlargement of
the rights of Optionees and Award Recipients under this Plan, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and kind of shares of Class A Common Stock or other securities deemed to be available
thereafter for grants of Options and Restricted Stock Awards under this Plan in the aggregate to all eligible individuals and individually
to any one eligible individual, (ii) the number and kind of shares of Class A Common Stock or other securities that may be
delivered or deliverable in respect of outstanding Options or Restricted Stock Awards, and (iii) the exercise price of Options.
In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Options
and Restricted Stock Awards (including, without limitation, cancellation of Options or Restricted Stock Awards in exchange for
the in-the-money value, if any, of the vested portion thereof, or substitution of Options or Restricted Stock Awards using stock
of a successor or other Person) in recognition of unusual or nonrecurring events (including, without limitation, events described
in the preceding sentence) affecting the Company or any Parent, Subsidiary or Affiliate of the Company, or the financial statements
of the Company or any Parent, Subsidiary or Affiliate of the Company, or in response to changes in applicable laws, regulations,
or account principles; provided, however, that any such adjustment to an Option or Performance-Based Restricted Stock Award granted
to a Covered Employee with respect to the Company or its Parent, Subsidiaries or Affiliates shall conform to the requirements of
section 162(m) of the Code and the regulations thereunder then in effect. In addition, each such adjustment with respect to
an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code (or any successor provision), and in no
event shall any adjustment be made which would cause any Incentive Stock Option granted hereunder to fail to constitute an “incentive
stock option” as defined in Section 422 of the Code. The Committee’s determination shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of Shares of Class A Common Stock subject to an Option or Restricted Stock Award.
In
the event of the proposed dissolution or liquidation of the Company, or in the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into another Person, the Committee or the Board of Directors
may determine, in its discretion, that (i) if any such transaction is effected in a manner that causes holders of Class A
Common Stock to be entitled to receive stock or other securities in exchange for such shares, then, as a condition of such transaction,
lawful and adequate provision shall be made whereby the provisions of this Plan and the Options granted hereunder shall thereafter
be applicable, as nearly equivalent as may be practicable, in relation to any shares of stock or securities thereafter deliverable
upon the exercise of any Option or (ii) the Option will terminate immediately prior to the consummation of such proposed transaction.
The Committee or the Board of Directors may, in the exercise of its discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Committee or the Board of Directors and give each Optionee or Transferee, if applicable, the
right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise
be exercisable; provided, however, that the Committee may, at any time prior to the consummation of such merger, consolidation
or other business reorganization, direct that all, but not less than all, outstanding Options be cancelled as of the effective
date of such merger, consolidation or other business reorganization in exchange for a cash payment per optioned Share equal to
the excess (if any) of the value exchanged for an outstanding Share in such merger, consolidation or other business reorganization
over the exercise price of the Option being cancelled.
Unless
otherwise determined by the Committee or the Board of Directors, in the event of any merger, consolidation, or other business reorganization
in which the Company is not the surviving entity, any Restricted Stock Award with respect to which Shares had been awarded to an
Award Recipient shall be adjusted by allocating to the Award Recipient the amount of money, stock, securities or other property
to be received by the other shareholders of record, and such money, stock, securities or other property shall be subject to the
same terms and conditions of the Restricted Stock Award that applied to the Shares for which it has been exchanged.
Without
limiting the generality of the foregoing, the existence of outstanding Options or Restricted Stock Awards granted under this Plan
shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger
or consolidation of the Company; (iii) any issuance by the Company of debt securities or preferred stock that would rank senior
to the Shares subject to outstanding Options or Restricted Stock Awards; (iv) the dissolution or liquidation of the Company;
(v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate
act or proceeding, whether of a similar character or otherwise.
10.
Compliance
with Code Section
162(m). It is the intent of the Company that Options granted to Covered Employees and Performance-Based
Restricted Stock Awards to Covered Employees shall constitute qualified “performance-based compensation” within the
meaning of Section 162(m) of the Code and the regulations thereunder, unless otherwise determined by the Committee at the time
of grant of the Option or Restricted Stock Award. Accordingly, the applicable terms hereof, including the definition of “Covered
Employee” and the provisions of Section 8.3, shall be interpreted in a manner consistent with Section 162(m) of the Code
and the regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a
given person will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee
as used herein shall mean only a person designated by the Committee as likely to be a Covered Employee with respect to a specified
fiscal year. If any provision of this Plan or any Option Agreement or Award Notice relating to a Performance-Based Restricted Stock
Award that is designated as intended to comply with Section 162(m) of the Code does not comply or is inconsistent with the requirements
of Section 162(m) of the Code or the regulations thereunder, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements.
11. AMENDMENT
AND TERMINATION OF THIS PLAN. The Board of Directors or the Committee may at any time and from time to time terminate, modify,
suspend or amend this Plan, in whole or in part, provided, however, that no such termination, modification, suspension or amendment
shall be effective without shareholder approval if such approval is required to comply with any applicable law or stock exchange
rule. No termination, modification, suspension or amendment of this Plan shall, without the consent of an Optionee or Award Recipient,
adversely affect his or her rights under any Option or Restricted Stock Award previously granted to the Optionee or Award Recipient,
as the case may be. Notwithstanding any provision herein to the contrary, the Board of Directors or the Committee shall have broad
authority to amend this Plan to take into account changes in applicable tax laws, securities laws, accounting rules and other applicable
state and federal laws.
12. CONDITIONS
UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of an Option or delivered with respect to a Restricted
Stock Award unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto or the grant of a
Restricted Stock Award and the delivery of Shares with respect thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval
of counsel for the Company with respect to such compliance.
As
a condition to the exercise of an Option, grant of a Restricted Stock Award or delivery of Shares with respect to an Option or
Restricted Stock Award, the Company may require the Person exercising such Option or acquiring such Shares or Restricted Stock
Award to represent and warrant at the time of any such exercise, grant or acquisition that the Shares are being purchased only
for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by applicable law. The Company shall not be required to deliver any Shares under this Plan prior
to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the
completion of such
registration or other qualification under any state or federal law, rule or regulation as the Committee shall
determine to be necessary or advisable.
13. RESERVATION
OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of shares of Class
A Common Stock as shall be sufficient to satisfy the requirements of this Plan. Inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.
14. STOCK
OPTION AGREEMENT; AWARD NOTICE. Options shall be evidenced by written Stock Option Agreements and Restricted Stock Awards shall
be evidenced by written Award Notices, each in such form as the Committee shall approve.
The
date of grant of an Option or Restricted Stock Award shall, for all purposes, be the date on which the Committee makes the determination
to grant such Option or Restricted Stock Award or such later date as the Committee may specify. Notice of the determination shall
be given to each Optionee or Award Recipient within a reasonable time after the date of grant.
15.
SHAREHOLDER
APPROVAL
. This Plan became effective upon the approval by the shareholders of the Company holding shares of the Common Stock
representing a majority of the votes entitled to be cast on this Plan on June 12, 2014. No Performance-Based Restricted Stock Awards
shall be granted after June 12, 2019 unless, prior to such date, the listing of permissible Performance Goals set forth in Section
8.3 shall have been re-approved by the shareholders of the Company in the manner required by Section 162(m) of the Code and the
regulations thereunder.
16. OTHER
PROVISIONS. The Stock Option Agreements and Award Notices authorized under this Plan may contain such other provisions, including,
without limitation, restrictions upon the exercise of the Option or vesting of the Restricted Stock Award, as the Board of Directors
or the Committee shall deem advisable; provided such provisions may not be inconsistent with the terms hereof. Any Stock Option
Agreement with respect to an Incentive Stock Option shall contain such limitations and restrictions upon the exercise of the Incentive
Stock Option as shall be necessary in order to cause such Option to constitute an “incentive stock option” as defined
in Section 422 of the Code.
17. INDEMNIFICATION
OF COMMITTEE MEMBERS. In addition to such other rights of indemnification they may have as directors, the members of the Committee
shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereon, to which they or any
of them may be a party by reason of any action taken or any failure to act under or in connection with this Plan or any Option
or Restricted Stock Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance of his or her duties; provided that within sixty
(60) days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Company the
opportunity, at the Company’s own expense, to handle and defend the same.
18. NO
OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose no obligation upon the Optionee to exercise such Option.
19. WITHHOLDINGS;
TAX MATTERS.
19.1 The
Company shall have the right to deduct from all amounts paid by the Company in cash with respect to an Option under this Plan any
taxes required by law to be withheld with respect to such Option. Where any Person is entitled to receive Shares pursuant to the
exercise of an Option, the Company shall have the right to require such Person to pay to the Company the amount of any tax which
the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient
number of Shares to cover the minimum amount required to be withheld. To the extent determined by the Committee and specified in
the Stock
Option Agreement, an Optionee shall have the right to direct the Company to satisfy the minimum required federal, state
and local tax withholding by reducing the number of Shares subject to the Option (without issuance of such Shares to the Optionee)
by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess
of the Fair Market Value of a Share on the Option exercise date over the Option exercise price per Share.
19.2 If
and to the extent permitted by the Committee and specified in an Award Notice for a Restricted Stock Award other than a Performance-Based
Restricted Stock Award, an Award Recipient may be permitted or required to make an election under Section 83(b) of the Code
to include the compensation related thereto in income for federal income tax purposes at the time of issuance of the Shares to
such Award Recipient instead of at a subsequent vesting date. In such event, the Shares issued prior to their vesting date shall
be issued in certificated form only, and the certificates therefor shall bear the following legend:
The
Class A Common Stock evidenced hereby is subject to the terms of a Restricted Stock Award agreement between BBX Capital Corporation
and [Name of Recipient] dated [Date] made pursuant to the terms of the BBX Capital Corporation 2014 Stock Incentive Plan, as amended,
copies of which are on file at the executive offices of BBX Capital Corporation, and may not be sold, encumbered, hypothecated
or otherwise transferred except in accordance with the terms of such Plan and Agreement.
or such other restrictive
legend as the Committee, in its discretion, may specify.
In
the event of the Award Recipient’s termination of Service prior to the relevant vesting date or forfeiture of the Shares
for any other reason, the Award Recipient shall be required to return all forfeited Shares to the Company without consideration
therefor (other than a refund to the Award Recipient of an amount equal to the lesser of (A) the cash amount, if any, actually
paid by the Award Recipient to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on
the date of forfeiture).
20. OTHER
COMPENSATION PLANS. The adoption of this Plan shall not affect any other stock option or incentive or other compensation plans
in effect for the Company or any Parent, Subsidiary or Affiliate of the Company, nor shall this Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees and directors of the Company or any Parent, Subsidiary
or Affiliate of the Company, or for any other individual who performs services for the Company or any Parent, Subsidiary or Affiliate
of the Company. Notwithstanding the foregoing, after the effective date of this Plan, the Company will not issue any awards under
the Company’s 2005 Restricted Stock and Option Plan or the Company’s Amended and Restated 2001 Option Plan; however,
this Plan shall not impact in any manner any awards previously granted under such prior plans.
21. SINGULAR,
PLURAL; GENDER. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
22. HEADINGS,
ETC. NO PART OF PLAN. Headings of Articles and Sections hereof are inserted for convenience and reference only; they constitute
no part of this Plan.
23. SEVERABILITY. If
any provision of this Plan is held to be invalid or unenforceable by a court of competent jurisdiction, then such invalidity or
unenforceability shall not affect the validity or enforceability of the other provisions of this Plan, and the provision held to
be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such
invalidity or unenforceability.
PROXY CARD
PROXY CARD
EVERY VOTE IS IMPORTANT
EASY VOTING OPTIONS:
Please detach at perforation before mailing.
BBX CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2016
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Raymond S. Lopez and Seth M. Wise, and each of them acting alone, with the power to appoint his substitute, proxy to represent the undersigned and vote as designated on the reverse all of the shares of Class A Common Stock of BBX Capital Corporation held of record by the undersigned as of the close of business on April 8, 2016 at the Annual Meeting of Shareholders to be held on May 23, 2016 and at any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR ALL" OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND ¡§FOR¡¨ PROPOSALS 2 AND 3.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
YES NO
I plan to attend the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Note: Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
Signature and Title, if applicable
Signature (if held jointly)
Date GSC_27769_041916
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
EVERY VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Annual Shareholder Meeting to Be Held on May 23, 2016.
The Proxy Statement and Annual Report for this meeting are available at:
https://www.proxy-direct.com/bbx-27769
IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD
Please detach at perforation before mailing.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE:
1. Election of seven directors, each for a term expiring at the Company¡¦s 2017 Annual Meeting of Shareholders.
01. Jarett S. Levan 02. John E. Abdo 03. Norman H. Becker T T T
04. Steven M. Coldren 05. Willis N. Holcombe 06. Anthony P. Segreto
07. Charlie C. Winningham II
INSTRUCTIONS: To withhold authority to vote for any individual director nominee(s), mark the
¡§FOR ALL EXCEPT¡¨ box and write the name of the nominee(s) on the following line.
FOR AGAINST ABSTAIN
2. Non-binding advisory vote to approve Named Executive Officer compensation. T T T
3. Approval of an amendment to the BBX Capital Corporation 2014 Stock Incentive Plan, as amended, to increase the T T T
number of shares of Class A Common Stock available for grant under the plan from 1,000,000 shares
to 2,000,000 shares.
4. In his discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting.
To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. T
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
GSC_27769_041916
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