PROPOSAL 4: APPROVAL OF THIRD AMENDMENT AND RESTATEMENT OF THE FARMLAND PARTNERS INC. 2014 EQUITY INCENTIVE PLAN
At the Annual Meeting, stockholders will be asked to approve a third amendment and restatement (the “Third Amendment and Restatement”) of the Farmland Partners Inc. 2014 Equity Incentive Plan (the “2014 Plan”), which was adopted, subject to stockholder approval, by the Board on March 8, 2021. The only substantive changes implemented by the Third Amendment and Restatement are as follows:
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Increase in Aggregate Share Limit. The Third Amendment and Restatement authorizes a 650,000 share increase in the number of shares our common stock available for future award grants under the 2014 Plan to an aggregate of 1,915,851 shares, as of March 15, 2021. The 650,000 share increase represents approximately 3.93% of the combined total of the outstanding shares of our common stock and units of limited partnership interest (“OP units”) of Farmland Partners Operating Partnership, LP, the Company’s operating partnership subsidiary (the “Operating Partnership”), as of March 15, 2021.
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Extension of Term. The Third Amendment and Restatement extends the term of the 2014 Plan from May 3, 2027 to May 7, 2031.
If stockholders approve this proposal, the Third Amendment and Restatement of the 2014 Plan will become effective immediately. If the Third Amendment and Restatement is not approved by our stockholders, the 2014 Plan will remain in place and the Third Amendment and Restatement will not become effect.
Background of the Third Amendment and Restatement
At the time of our initial public offering, our Board adopted, and our initial stockholder approved, our 2014 Plan for the purpose of attracting and retaining non-employee directors, executive officers and other key employees and service providers, including officers and employees of our affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. The 2014 Plan, including as amended and restated, provides for the grant of stock options, share awards (including unrestricted stock awards, restricted stock awards and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP units.
The 2014 Plan adopted at the time of our initial public offering provided that the number of shares of our common stock that could be issued pursuant to awards under the 2014 Plan was equal to 6% of the total number of shares of our common stock issued in our initial public offering, which was completed on April 16, 2014. In connection with our initial public offering, we issued and sold an aggregate of 3,800,000 shares of our common stock. As a result, in accordance with the 2014 Plan, 228,000 shares, or 6% of the total number of shares of our common stock sold in our initial public offering, were eligible for issuance pursuant to awards under the 2014 Plan.
The Board adopted, subject to stockholder approval, the First Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (the “First Amendment and Restatement”), and on May 5, 2015, the First Amendment and Restatement was approved by our stockholders at our 2015 Annual Meeting. The First Amendment and Restatement increased the aggregate number of shares available for issuance under the 2014 Plan to 615,070. The Board adopted, subject to stockholder approval, the Second Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (the “Second Amendment and Restatement”), and on May 3, 2017, the Second Amendment and Restatement as approved by our stockholders at our 2017 Annual Meeting. The Second Amendment and Restatement increased the aggregate number of shares available for issuance under the 2014 Plan to 1,265,851.
During the period commencing upon the completion of our initial public offering on April 16, 2014 through March 15, 2021, an aggregate of 965,297 shares of our common stock were granted and remain outstanding under the 2014 Plan, after giving effect to forfeitures of shares to the Company. Accordingly, as of the date of this Proxy Statement, only 251,071 shares of our common stock are available for future issuance under the 2014 Plan.