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
þ
Filed by a Party other than the
Registrant
o
Check the appropriate box:
o
Preliminary
Proxy Statement
o
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ
Definitive
Proxy Statement
o
Definitive
Additional Materials
o
Soliciting
Material Pursuant to
Section 240.14a-12.
SOVRAN SELF STORAGE, INC.
(Name of Registrant as Specified in
its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
þ
|
No fee required.
|
|
o
|
Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
|
|
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
(3)
|
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):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
o
|
Fee paid previously with preliminary materials.
|
|
o
|
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.
|
|
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
SOVRAN
SELF STORAGE, INC.
6467 Main Street
Williamsville, New York 14221
Dear Shareholder:
You are cordially invited to attend the 2010 Annual Meeting of
Shareholders of Sovran Self Storage, Inc. on Wednesday,
May 26, 2010 at the Companys headquarters, 6467 Main
Street, Williamsville, New York 14221. The 2010 Annual Meeting
will begin promptly at 9:00 a.m. (E.D.T.).
The enclosed Notice and Proxy Statement contain details
concerning the business to come before the meeting. You will
note that the Board of Directors of the Company recommends a
vote FOR the election of six Directors to serve
until the 2011 Annual Meeting of Shareholders and
FOR the ratification of the appointment of
Ernst & Young LLP as the independent registered public
accounting firm of the Company for fiscal year 2010.
The vote of every Shareholder is important. You may vote your
shares via the toll free telephone number or via the Internet
(see instructions on the enclosed proxy card) or you may sign
and date the accompanying proxy card and return it in the
postage paid envelope provided. Returning your completed proxy
card will not prevent you from voting in person at the meeting
should you be present and wish to do so or from changing your
vote before the meeting. Please note that the telephone number
is available only for calls originating in the United States or
Canada. Please take the time to vote. As explained in the Proxy
Statement, you may withdraw your proxy at any time before it is
actually voted at the meeting.
If you plan to attend the meeting in person, please remember to
bring a form of personal identification with you and, if you are
acting as a proxy for another Shareholder, please bring written
confirmation from the record owner that you are acting as a
proxy. If you will need special assistance at the meeting,
please contact Sovran Investor Relations at
(716) 633-1850.
The Board of Directors and management look forward to greeting
those Shareholders who are able to attend the Annual Meeting.
Sincerely,
David L. Rogers
Secretary
April 9, 2010
TABLE OF CONTENTS
SOVRAN
SELF STORAGE, INC.
6467 Main Street
Williamsville, New York 14221
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF SOVRAN SELF STORAGE, INC.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders
of Sovran Self Storage, Inc. (the Company) will be
held at the Companys headquarters, 6467 Main Street,
Williamsville, New York 14221, on Wednesday, May 26, 2010,
at 9:00 a.m. (E.D.T.), to consider and take action on the
following:
|
|
|
|
1.
|
The election of six directors of the Company to hold office
until the next Annual Meeting of Shareholders and until their
successors are elected and qualified.
|
|
|
2.
|
The ratification of the appointment by the Board of Directors of
Ernst & Young LLP as the independent registered public
accounting firm for the Company for the fiscal year ending
December 31, 2010.
|
|
|
3.
|
The transaction of such other business as may properly come
before the meeting or any adjournments thereof.
|
FURTHER NOTICE IS HEREBY GIVEN that the stock transfer books of
the Company will not be closed, but only Shareholders of record
at the close of business on March 24, 2010 will be entitled
to notice of the meeting and to vote at the meeting.
Shareholders who will be unable to attend the Annual Meeting
in person may attend the meeting by proxy. Such Shareholders are
requested to complete, date, sign and return the proxy card in
the envelope enclosed or to vote their shares by telephone or
via the Internet as described on the enclosed proxy card.
By Order of the Board of Directors,
David L. Rogers
Secretary
Williamsville, New York
April 9, 2010
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to
be held on May 26, 2010
The Proxy
Statement,
Form 10-K
for the year ended December 31, 2009 and the Annual Report
to Shareholders are available at
www.sovranss.com/2010annualmeeting
SOVRAN
SELF STORAGE, INC.
6467 Main Street
Williamsville, New York 14221
FOR
2010
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and the enclosed form of proxy are
furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of Sovran Self Storage, Inc.
(the Company) for the 2010 Annual Meeting of
Shareholders (the Annual Meeting) to be held on
Wednesday, May 26, 2010 at 9:00 a.m. (E.D.T.) at the
Companys headquarters, 6467 Main Street, Williamsville,
New York 14221, and at any adjournment thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement and the enclosed form of
proxy are first being mailed to Shareholders on or about
April 9, 2010.
Shareholders of record may vote by (i) attending the
meeting, (ii) using the toll-free telephone number shown on
the proxy card, (iii) voting via the Internet at the
address shown on the proxy card, or (iv) marking, dating,
signing and returning the enclosed proxy card. Returning your
completed proxy will not prevent you from voting in person at
the meeting should you be present and wish to do so. The proxy
may be revoked at any time before it is voted by delivering to
the Secretary of the Company a written revocation or a duly
executed proxy (including a telephone or Internet vote) as of a
later date, or by attending the Annual Meeting and voting in
person. Attendance at the Annual Meeting alone will not act to
revoke a prior proxy.
The entire cost of preparing, assembling and mailing the proxy
material will be borne by the Company. The Company will
reimburse brokerage firms, banks and other securities custodians
for their expenses in forwarding proxy materials to their
principals. Solicitations other than by mail may be made by
officers or by employees of the Company without additional
compensation.
Only Shareholders of record at the close of business on
March 24, 2010 are entitled to notice of and to vote at the
Annual Meeting and at all adjournments thereof. At the close of
business on March 24, 2010, there were issued and
outstanding 27,566,605 shares of the Companys common
stock (Common Stock). Each share of Common Stock has
one vote. A majority of shares entitled to vote at the Annual
Meeting will constitute a quorum. If a share is represented for
any purpose at the meeting, it is deemed to be present for all
other purposes. Abstentions and shares held of record by a
broker or its nominee (Broker Shares) that are voted
on any matter are included in determining whether a quorum is
present. Broker Shares that are not voted on any matter at the
Annual Meeting will not be included in determining whether a
quorum is present.
Note to Beneficial Owners.
Effective
January 1, 2010, NYSE rule changes no longer permit most
banks, brokers or nominees to vote on behalf of beneficial
owners with respect to uncontested elections of directors if the
beneficial owner does not provide voting instructions to the
bank, broker or nominee. Therefore, it is very important for
beneficial owners holding shares in this manner to provide
voting instructions to their banks, brokers or nominees. Such
banks, brokers or nominees will, however, continue to have
discretion to vote any uninstructed shares on the ratification
of the appointment of the Companys independent registered
public accounting firm.
The Company has enclosed with this Proxy Statement a copy of
the Companys Annual Report on
Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 2009, including the financial statements
and schedules thereto.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to
be held on May 26, 2010
The Proxy Statement,
Form 10-K
for the year ended December 31, 2009 and the Annual Report
to Shareholders are available at
www.sovranss.com/2010annualmeeting
PROPOSAL 1.
ELECTION OF DIRECTORS
It is intended that the proxies solicited by the Board of
Directors will, unless otherwise directed, be voted to elect the
nominees for director named below. The vote of a plurality of
all of the votes cast at a meeting at which a quorum is present
is necessary for the election of a director. For purposes of the
election of directors, abstentions and broker non-votes, if any,
will not be counted as votes cast and will have no effect on the
result of the vote, although they will be considered present for
the purpose of determining the presence of a quorum. The
nominees proposed are all presently members of the Board of
Directors.
Nominees
for Election to the Board of Directors
The nominees named herein will hold office until the next
succeeding Annual Meeting of Shareholders and until their
successors are duly elected and qualified. In the event any
nominee becomes unavailable to stand for election, it is
intended that the persons named in the proxy may vote for a
substitute who will be recommended by the Governance Committee
of the Board of Directors subject to Board approval. The Board
of Directors has no reason to believe that any of the nominees
will be unable to serve as directors.
Set forth below is a brief description of the business
experience during the last five years of each of our nominees
for election as directors. This description also includes the
principal occupation of and directorships held by each director
for at least the past five years, as well as the specific
experience, qualifications, attributes and skills that led to
the conclusion that each director should serve as a member of
the Board of Directors.
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Independent
|
|
Business Experience
|
|
|
|
|
|
|
|
|
|
|
Robert J. Attea
|
|
|
68
|
|
|
No
|
|
Chairman of the Board and Director of the Company since 1995 and
Chief Executive Officer of the Company since March 1997. Mr.
Attea is one of the founders of the Company and has more than
40 years of experience in the commercial real estate
industry and 27 years in the self-storage industry. He
brings to the Board of Directors extensive experience in the
acquisition, disposition and development of commercial real
estate. He also is a key contributor in the development and
execution of the Companys business strategy and provides
invaluable expertise related to the self-storage industry. This
industry experience coupled with his intimate knowledge of the
Company enables him to make invaluable contributions to the
Board of Directors and the Companys success.
|
|
|
|
|
|
|
|
|
|
Kenneth F. Myszka
|
|
|
61
|
|
|
No
|
|
President and Chief Operating Officer of the Company since March
1997 and Director of the Company since 1995. Mr. Myszka is
one of the founders of the Company and has more than
25 years of experience in the self-storage industry. He is
a certified public accountant and a graduate of the University
of Buffalo Law School. He brings to the Board extensive
experience in systems development, marketing and product
innovations. Also, his legal and accounting background and in
depth experience in human relations provides the Board of
Directors with valuable perspectives in the development and
execution of the Companys business strategies and
otherwise. In addition, he has an intimate knowledge of the
Companys day-to-day operations, which gives him a detailed
understanding of the Companys business strategy and
operations.
|
2
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Independent
|
|
Business Experience
|
|
|
|
|
|
|
|
|
|
|
John E. Burns
|
|
|
63
|
|
|
Yes
|
|
Director of the Company since 1995. Mr. Burns is and has been
the President of Altus Capital Inc. (and its predecessors), an
investment management company since 2000. From 1998 through
2000, Mr. Burns was Chairman of Sterling, a division of National
City Bank, which provided tax and financial counseling services
to affluent families. He is a certified public accountant and
has previously served as an Audit Manager at Price Waterhouse.
As a result of Mr. Burns experience, he brings to the
Board of Directors significant financial expertise which enables
him to give valuable insights with respect to the financial
markets and trends and with respect to the Companys
financing strategies. Also, his background allows him to provide
significant insights related to the Companys internal
controls and experienced leadership as chair of the
Companys Audit Committee and Chair of its Compensation
Committee.
|
|
|
|
|
|
|
|
|
|
Anthony P. Gammie
|
|
|
75
|
|
|
Yes
|
|
Director of the Company since 1995. From 1985 through March of
1996, Mr. Gammie was Chairman of the Board and Chief Executive
Officer of Bowater Incorporated, a Fortune 500 print
manufacturer. He also served, from 1988 to 1996, as a member of
the board of directors and on the audit committee of the Bank of
New York, and on the Board of Directors of Alumax (formerly
Amax) from 1989 until 1996. Mr. Gammie retired in 1996. As a
result of Mr. Gammies public company, executive and
financial experience he provides the Board of Directors with
significant insights on global and national financial market
trends and valuable assistance related to the Companys
capital and financial strategies and corporate governance
initiatives.
|
|
|
|
|
|
|
|
|
|
Charles E. Lannon
|
|
|
62
|
|
|
Yes
|
|
Director of the Company since 1995. Mr. Lannon is and has been
the President of Strategic Advisors, Inc. (formerly known as
Strategic Capital, Inc.), a consulting firm, since 1995. Through
Strategic Advisors, Inc., Mr. Lannon has provided
consulting and advisory services to many companies seeking
capital, transactional and financial guidance. Also, since 1995
he has served as an executive officer and on the board of
several non-public companies. Prior to 1995, Mr. Lannon was
involved in the self-storage industry for over 10 years.
Such collected experience allows him to provide the Board of
Directors with significant assistance related to investor
relations, strategic and transactional matters. He also has an
excellent understanding of corporate governance trends and the
role of the Board of Directors which enables him to well serve
the Company as chair of its Governance Committee and as a member
of the Audit Committee.
|
3
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Independent
|
|
Business Experience
|
|
|
|
|
|
|
|
|
|
|
James R. Boldt
|
|
|
58
|
|
|
Yes
|
|
Director of the Company since 2009. Mr. Boldt is and has been
the Chairman, President, and Chief Executive Officer of Computer
Task Group Inc., a publicly traded information technology
services company, since 2002 and, a member of its board of
directors since 2001. During the twenty years prior to his
current position he was the Chief Financial Officer of Computer
Task Group and Pratt & Lambert United, Inc., a publicly
traded manufacturer of paints and chemical specialties. As a
result of Mr. Boldts experience, he brings to the Company
well grounded experience in accounting, finance, information
technology and corporate governance. His service as a Chairman
and CEO of a publicly traded company also brings to the Board of
Directors a perspective of a person who has evaluated and
managed operational and business issues similar to those faced
by the Company.
|
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE.
4
Director
Independence
The Board of Directors has reviewed all transactions or
relationships between each director, director nominee, or any
member of his or her immediate family and the Company, its
senior management and its independent registered public
accounting firm. There were no transactions, relationships or
arrangements with any non-employee director or director nominee
that were required to be disclosed pursuant to Item 404(a)
of
Regulation S-K
under the Securities and Exchange Act of 1934 that the Board of
Directors considered as part of such review. In determining
independence of the directors, the Board of Directors did
consider a certain facilities services agreement between a
business owned by Charles E. Lannon and the Company involving
payments of approximately $12,000 per annum, which it did not
regard as material. Based on this review and as required by the
independence standards of the New York Stock Exchange
(NYSE), the Board of Directors has affirmatively
determined that Messrs. Burns, Gammie, Lannon and Boldt are
independent from management and its independent registered
public accounting firm within the meaning of the NYSE listing
standards and as defined in the rules and regulations of the
Securities and Exchange Commission (SEC).
MEETINGS
OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors held seven meetings during the fiscal
year ended December 31, 2009. Each incumbent director
attended at least 75% of the aggregate total number of meetings
held by the Board of Directors and all committees on which he
served. Our independent directors who are all members of our
Board of Directors other than Messrs. Attea (our Chairman
of the Board and Chief Executive Officer) and Myszka (our
President and Chief Operating Officer), meet in executive
session in conjunction with regularly scheduled meetings of the
Board of Directors at least twice per year and on other
occasions, as necessary, in accordance with the Companys
Corporate Governance Principles. The presiding director at
executive sessions of our independent directors has in the past
rotated among the independent directors. The Board of Directors
has recently designated Anthony P. Gammie as lead independent
director and the lead independent director will preside at such
executive sessions in the future. The Companys policy is
that all directors should attend the Annual Meeting of
Shareholders absent a good reason. Three directors attended the
2009 Annual Meeting of Shareholders, and three directors were
excused for good reason.
The Board of Directors has three committees with the principal
functions described below. The charter of each committee is
posted on the Companys website at
www.sovranss.com
.
A copy of each charter is available in print to any shareholder
upon request to the Company at 6467 Main Street, Williamsville,
New York 14221, attention David L. Rogers, Secretary, or by
telephone
(716) 633-1850.
Audit Committee.
The Audit Committee is
composed of Messrs. Burns, Gammie, Lannon and Boldt.
Mr. Burns serves as Chair. The Audit Committee is
established to oversee the accounting and financial reporting
processes and audits of the financial statements of the Company.
The Audit Committee assists the Board of Directors in oversight
of the quality and integrity of the Companys financial
reports, the Companys compliance with legal and regulatory
requirements, the assessment of independent registered public
accounting firms qualifications and independence and the
performance of the Companys internal audit function, as
well as accounting and reporting processes.
The Audit Committee is composed entirely of directors who are
not employees of the Company and have no relationship to the
Company that would interfere with a directors independence
from management and the Company, including independence within
the meaning of applicable NYSE listing standards and rules and
regulations of the SEC. Each member must be financially
literate under NYSE listing standards, or become
financially literate within a reasonable period of time after
appointment. The SEC has adopted rules to implement certain
requirements of the Sarbanes-Oxley Act of 2002 pertaining to
public company audit committees. One of the rules adopted by the
SEC requires a company to disclose whether it has an Audit
Committee Financial Expert serving on its audit committee.
The Board of Directors has determined that all members of the
Audit Committee are financially literate and that Audit
Committee members John E. Burns and James R. Boldt meet the
definition of a financial expert.
The Audit Committees duties are set forth in its charter,
which can be found on the Companys web site at
www.sovranss.com
. Additional information regarding the
Audit Committee and the Companys independent
5
registered public accounting firm is disclosed in the Report of
the Audit Committee below. The Audit Committee held five
meetings during the fiscal year ended December 31, 2009.
The Audit Committee meets regularly in private session with the
Companys independent registered public accounting firm.
Compensation Committee.
The Compensation
Committee is composed of Messrs. Burns, Gammie and Boldt,
each of whom is independent within the meaning of applicable
NYSE listing standards. Mr. Burns serves as Chair. The
Compensation Committee makes decisions with respect to
compensation of Messrs. Attea, Myszka and Rogers (the
Executive Officers), reviews and recommends to the
full Board of Directors director compensation levels and
programs and administers the Companys 2005 Award and
Option Plan.
The Compensation Committee met four times during 2009.
Compensation Committee agendas are established by the Committee
Chair, and the Compensation Committee meets in executive session
only. Pursuant to its charter, the Compensation Committee has
the authority to engage advisors, including compensation
consultants, and the Compensation Committee has engaged
Longnecker & Associates as an independent consultant
to assist in evaluating compensation for the Executive Officers
and executive compensation programs generally. The consultant
reports directly to the Compensation Committee and does not
perform services for management. However, on occasion, at the
request and direction of the Compensation Committee, the
consultant will review compensation levels recommended by the
Executive Officers for other senior managers. The consultant
advises the Compensation Committee with respect to compensation
trends and best practices, plan design, reasonableness of
individual compensation awards and general comparability with
companies in the real estate investment trust (REIT)
industry.
The Executive Officers do not participate in deliberations of
the Compensation Committee. The Executive Officers, at the
Compensation Committees request, prepare performance and
operational data and financial and other information to assist
the Compensation Committee in reaching its compensation
determinations.
The Compensation Committees charter does not permit
delegation of its responsibilities or authority to others.
Accordingly, the Compensation Committee has not delegated any of
its responsibilities.
The functions of the Compensation Committee are further
described below under the caption Executive
Compensation and in its charter, which can be found on the
Companys web site at
www.sovranss.com
.
Governance Committee.
The Governance Committee
of the Board of Directors was formed in 2003 and serves as the
Companys nominating committee. The Governance Committee is
composed of Messrs. Burns, Gammie, Lannon and Boldt, each
of whom is independent within the meaning of applicable NYSE
listing standards. Mr. Lannon has served as Chair since
February, 2007. The Governance Committees functions are
set forth in its charter, which can be found on the
Companys website at
www.sovranss.com
, and include
assisting the Board of Directors by identifying individuals
qualified to become Board members and recommending director
nominees for the annual meeting of shareholders, recommending to
the Board the Corporate Governance Principles applicable to the
Company, leading the Board of Directors in its annual review of
the Boards performance, and recommending the Board of
Directors director nominees for each committee. The
Governance Committee must annually review the adequacy of its
charter and its own performance. The Governance Committee does
not have an express policy with regard to consideration of
director candidates recommended by shareholders, but it will
consider director candidates proposed by shareholders in the
same manner as it considers other candidates. The Board of
Directors does not believe that it is necessary to have a policy
regarding the consideration of director candidates recommended
by shareholders due to the infrequency of such recommendations.
In general, the Board of Directors and the Governance Committee
believe that candidates must be highly qualified, exhibiting the
experience and expertise required of the Board of
Directors own pool of candidates and interest in the
Companys businesses, and also the ability to attend and
prepare for Board of Directors, committee and shareholder
meetings. Any candidate must state in advance his or her
willingness and interest in serving on the Board of Directors.
Candidates should represent the interests of all shareholders
and not those of a special interest group. A shareholder wishing
to nominate a candidate should do so in accordance with the
guidelines set forth below under the caption Proposals of
Shareholders for the 2011 Annual Meeting. One meeting of
the Governance Committee was held during 2009.
6
In identifying and evaluating the individual director nominees
that it recommends to the Board of Directors, the Governance
Committee utilizes the following process: (i) the
Governance Committee reviews the qualifications of any
candidates who have been properly recommended or nominated by
the shareholders, as well as those candidates who have been
identified by management, individual members of the Board of
Directors or, if the Governance Committee determines, a search
firm; (ii) the Governance Committee evaluates the
performance and qualifications of individual members of the
Board of Directors eligible for re-election; (iii) the
Governance Committee considers the suitability of each
candidate, including the current members of the Board of
Directors, in light of the current size and composition of the
Board of Directors; and (iv) the Governance Committee
considers each individual candidate in the context of the
current perceived needs of the Board of Directors as a whole.
After such review and consideration, the Governance Committee
recommends that the Board of Directors select the slate of
director nominees. No third party fee was paid to assist in
identifying or evaluating nominees during 2009.
While the Governance Committee does not have a written policy
regarding diversity in identifying director candidates, the
Governance Committee considers diversity in its search for the
best candidates to serve on the Board of Directors. The
Governance Committee looks to incorporate diversity into the
Board of Directors through a number of demographics, skills,
experiences, including operational experience, and viewpoints,
all with a view to identify candidates that can assist the Board
of Directors with its decision making. The Governance Committee
places primary emphasis on (i) judgment, character,
expertise, skills and knowledge useful to the oversight of the
Companys business; (ii) diversity of viewpoints,
backgrounds, experiences and other demographics;
(iii) business or other relevant experience; and
(iv) the extent to which the interplay of the
nominees expertise, skills, knowledge and experience with
that of other members of the Board of Directors will build a
board that is active, collegial and responsive to the needs of
the Company. Nominees are not discriminated against on the basis
of gender, race, religion, national origin, sexual orientation,
disability or any other basis proscribed by law.
CORPORATE
GOVERNANCE
Corporate Governance Guidelines.
The Board of
Directors adopted Corporate Governance Principles which comply
with NYSE listing standards. These principles require, among
other things, that a majority of directors on the Board of
Directors meet the criteria for independence defined by the
NYSE. The Company meets this independence standard. From time to
time, the Board of Directors may revise the Corporate Governance
Principles in response to changing regulatory requirements,
evolving best practices and the concerns of the Companys
shareholders and other constituencies. The Corporate Governance
Principles are published on the Companys website at
www.sovranss.com
. A printed copy of the Corporate
Governance Principles will be provided to any shareholder upon
request to the Company at 6467 Main Street, Williamsville, New
York 14221, or by telephone
(716) 633-1850.
Code of Ethics and Code of Ethics for Senior Financial
Officers.
All of the Companys directors and
employees, including the Companys Executive Officers, are
required to comply with the Companys Code of Ethics to
help ensure that the Companys business is conducted in
accordance with the highest standards of moral and ethical
behavior. The Company also has a Code of Ethics for Senior
Financial Officers applicable to the Companys principal
executive officer, principal financial officer and principal
accounting officer and controller, each of whom is also bound by
the provisions set forth in the Code of Ethics relating to
ethical conduct, conflicts of interest and compliance with the
law. The Code of Ethics and Code of Ethics for Senior Financial
Officers are published on the Companys web site at
www.sovranss.com
. A printed copy of the Code of Ethics
and the Code of Ethics for Senior Financial Officers will be
provided to any shareholder upon request to the Company at 6467
Main Street, Williamsville, New York 14221, or by telephone
(716) 633-1850.
Policies And Procedures Regarding Related Party
Transactions.
The Company has established
conflict of interest policies, which are included in the
Companys Code of Ethics, to which all directors, Executive
Officers and key employees are subject. They are required to
disclose to the Companys Chief Compliance Officer (or, in
the event such person is a director or Executive Officer, to the
Chair of the Audit Committee) in writing each outside
relationship, activity and interest that creates a potential
conflict of interest, including transactions or arrangements
potentially disclosable pursuant to applicable rules of the SEC.
All directors, Executive Officers and other key employees are
required to disclose in writing each year whether they are
personally in compliance with such policy. In addition, each
director and Executive Officer is required to complete an annual
questionnaire which calls for
7
disclosure of any transactions in which the Company is or is to
be a participant, on the one hand, and in which such director or
Executive Officer or any member of his family has a direct or
indirect material interest, on the other. The Board of Directors
is of the opinion that these procedures are sufficient to allow
for the review, approval or ratification of any transactions
with related persons that would be required to be disclosed
under applicable SEC rules.
Complaint Procedure; Communications with
Directors.
The Sarbanes-Oxley Act of 2002
requires public companies to maintain procedures to receive,
retain and respond to complaints received regarding accounting,
internal accounting controls or auditing matters and to allow
for the confidential and anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.
The Company currently has such procedures in place. Any employee
of the Company may report concerns regarding these matters in
the manner specified in the Companys Employee Complaint
Procedures for Accounting and Auditing Matters, which is
published on the Companys web site at
www.sovranss.com
. A printed copy of the Companys
Employee Complaint Procedures for Accounting and Auditing
Matters will be provided to any shareholder upon request to the
Company at 6467 Main Street, Williamsville, New York 14221, or
by telephone
(716) 633-1850.
The Board of Directors has also established a process for
shareholders or other interested parties to send communications
to the Companys independent directors. Shareholders or
other interested parties may communicate with the Board of
Directors by calling
(716) 633-1850
ext. 6116 or by writing to the Companys Secretary.
Communications sent to the Company addressed to the Board of
Directors by these methods will be screened by the Secretary for
appropriateness before either forwarding or notifying the
independent directors of receipt of a communication.
Board Leadership Structure.
Robert J. Attea
has served as the Companys Chief Executive Officer and
Chairman since 1997. He is also one of the founders of the
Company and has over 40 years experience in the commercial
real estate business. The Company believes that having
Mr. Attea serve as both Chief Executive Officer and
Chairman demonstrates to the Companys employees and other
stakeholders that the Company is under strong leadership, with a
single person setting the tone and having primary responsibility
for managing its operations and leading the Board of Directors.
The Company believes this unity of leadership eliminates the
potential for confusion or duplication of efforts, and provides
clear leadership for the Company. In addition, the Board of
Directors recognizes that, given Mr. Atteas
familiarity with the Company and his long standing experience
with the Company, it is valuable to have him lead board
discussions.
This board leadership structure is further enhanced by
independent director oversight and involvement. The Board of
Directors has four independent directors among its members which
provides for strong independent perspective in strategy
development and oversight. In addition, the Companys
independent directors actively lead and assist in developing
board agendas.
To provide for an additional independent leadership role, the
Board of Directors has recently designated Anthony P. Gammie, as
lead independent director. The lead independent directors
responsibilities include: presiding at meetings of the Board of
Directors at which the Chairman is not present, including
executive sessions of the independent directors; serving as
liaison between the Chairman and the independent directors;
convening meetings of the independent directors; consulting with
the Chairman on matters relating to Board of Director
performance and corporate governance. Mr. Gammie has been
informally serving in this role for some time.
The Company believes its leadership structure is the most
effective leadership structure for the Board of Directors at
this time. However, the Board of Directors recognizes that no
single leadership model is appropriate for a board at all times.
Accordingly, the Board of Directors may in the future consider a
different leadership structure, including a separation of the
roles of Chief Executive Officer and Chairman, as appropriate.
The Role of the Board of Directors in the Companys Risk
Oversight Process.
The Companys Board of
Directors is primarily responsible for overseeing the
Companys risk management processes and enterprise risk
management. Certain areas of this responsibility have been
delegated by the Board of Directors to the Audit Committee, the
Compensation Committee and Governance Committee, each with
respect to the assessment of the Companys risks and risk
management in its respective areas of oversight. The Audit
Committee oversees risks related to internal controls and
procedures, the Compensation Committee oversees risks related to
compensation
8
practices and the Governance Committee oversees risks related to
conflicts of interest and code of ethics matters. These
committees and the full Board of Directors focus on the most
significant risks facing the Company and the Companys
general risk management strategy, and also ensure that risks
undertaken by the Company are consistent with the Board of
Directors objectives. While the Board of Directors
oversees the Companys risk management, Company management
is responsible for
day-to-day
risk management processes. The Company believes this division of
responsibilities is the most effective approach for addressing
the risks facing the Company.
DIRECTOR
COMPENSATION
The Company pays its directors who are not also officers or
employees of the Company (an Outside Director) an
annual fee of $25,000. An additional $7,500 is paid to each
member of the Audit Committee, an additional $25,000 is paid to
the chair of the Audit Committee and an additional $5,000 is
paid to the chair of each of the Compensation and Governance
Committees. Outside Directors are also paid a meeting fee of
$1,000 for each special meeting of the Board of Directors
attended. In addition, the Company will reimburse all directors
for reasonable expenses incurred in attending meetings.
Under the Deferred Compensation Plan for Directors, an Outside
Director may elect to have all or part of director fees credited
to a deferred compensation account in the form of units
equivalent to shares of the Companys Common Stock
(Units). The number of Units credited is equal to
the number of shares of Common Stock that could have been
purchased using the closing price of Common Stock on the day
immediately preceding the date on which the fees were payable.
When the Company declares cash dividends on its Common Stock,
additional Units are credited to the deferred compensation
accounts based on the reinvestment of the dividend on the
dividend record dates. Amounts credited to the deferred
compensation accounts will be paid to directors in the form of
shares of Common Stock, the number of which shares will equal
the number of Units credited to the accounts.
Under the 2009 Outside Directors Stock Option and Award
Plan (the 2009 Directors Plan), each
Outside Director is granted, effective as of the Outside
Directors initial election or appointment, an option to
acquire 3,500 shares of Common Stock at the fair market
value of the Common Stock on the date of grant. In addition, as
of the close of each annual shareholders meeting after
initial appointment or election, each Outside Director is
granted an option to acquire an additional 2,000 shares of
Common Stock at the fair market value of the Common Stock on the
date of grant. The initial options for 3,500 shares of
Common Stock are exercisable one year from the date of grant
subject to continued service; the Outside Directors
options awarded annually thereafter are exercisable immediately.
The exercise price is payable in cash or by delivery of shares
of Common Stock owned by the Outside Director, or a combination
of cash and shares. All options must be exercised within ten
years from the date of grant. No Outside Director exercised
options during 2009.
In addition, the 2009 Directors Plan provides each
Outside Director with a grant annually of a number of shares of
restricted stock equal to the base annual fee paid to such
Outside Director multiplied by 0.8 and divided by the fair
market value of a share of Common Stock on the date of grant.
Any restricted stock granted vests one year following the date
of grant based on continued service.
The table below summarizes the compensation paid by the Company
to Outside Directors for the year ended December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
Restricted Stock
|
|
Option
|
|
All Other
|
|
|
|
|
Paid in Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
|
Name
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)(4)
|
|
Total ($)
|
|
John E. Burns
|
|
$
|
60,500
|
|
|
$
|
20,000
|
|
|
$
|
7,780
|
|
|
$
|
1,360
|
|
|
$
|
89,640
|
|
Anthony P. Gammie
|
|
$
|
35,500
|
|
|
$
|
20,000
|
|
|
$
|
7,780
|
|
|
$
|
1,360
|
|
|
$
|
64,640
|
|
Charles E. Lannon
|
|
$
|
40,500
|
|
|
$
|
20,000
|
|
|
$
|
7,780
|
|
|
$
|
1,360
|
|
|
$
|
69,640
|
|
James R. Boldt
|
|
$
|
34,500
|
|
|
$
|
20,000
|
|
|
$
|
13,615
|
|
|
$
|
778
|
|
|
$
|
68,893
|
|
Michael A. Elia(5)
|
|
$
|
1,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,000
|
|
|
|
|
(1)
|
|
Mr. Burns received $57,500 in cash and elected to have
$3,000 of his fees credited to a deferred compensation account
in the form of Units. All other Outside Directors elected to
have their 2009 fees credited to a deferred
|
9
|
|
|
|
|
compensation account in the form of Units. The Units credited to
each Outside Director were 122 for Mr. Burns, 1,547 for
Mr. Gammie, 1,766 for Mr. Lannon, 1,498 for
Mr. Boldt and 49 for Mr. Elia.
|
|
(2)
|
|
For 2009, each Outside Director was granted 864 shares of
restricted stock, which are not vested but will vest in full on
May 21, 2010 provided the director remains in office. The
amount disclosed in the Restricted Stock Awards
column represents the aggregate grant date fair value of such
shares computed in accordance with FASB ASC Topic 718 of
$20,000. See footnote 11 to the Companys financial
statements included in the Annual Report on
Form 10-K
for the year ended December 31, 2009 for a discussion of
assumptions used to value the restricted stock awards.
|
|
(3)
|
|
The amounts disclosed in the Option Awards column
represent the aggregate grant date fair value of all stock
options granted to our directors for the applicable fiscal year,
calculated in accordance with FASB ASC Topic 718. The stock
options of Messrs. Burns, Gammie and Lannon are currently
exercisable. The stock options of Mr. Boldt become
exercisable May 21, 2010. The full grant date fair value,
in accordance with FASB ASC Topic 718, of each option award in
2009 was $3.89 per share, or $7,780 in the aggregate for
Messrs. Burns, Gammie and Lannon, and $13,615 in the
aggregate for Mr. Boldt. See footnote 2 to the
Companys financial statements included in the Annual
Report on
Form 10-K
for the year ended December 31, 2009 for a discussion of
the assumptions used to value the stock options. Information
regarding the stock option awards outstanding as of
December 31, 2009 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
Name
|
|
Grant Date
|
|
Expiration Date
|
|
Shares
|
|
John E. Burns
|
|
|
5/13/2004
|
|
|
|
5/13/2014
|
|
|
|
2,000
|
|
|
|
|
5/18/2005
|
|
|
|
5/18/2015
|
|
|
|
2,000
|
|
|
|
|
5/18/2006
|
|
|
|
5/18/2016
|
|
|
|
2,000
|
|
|
|
|
5/21/2007
|
|
|
|
5/21/2017
|
|
|
|
2,000
|
|
|
|
|
5/21/2008
|
|
|
|
5/21/2018
|
|
|
|
1,835
|
|
|
|
|
5/21/2009
|
|
|
|
5/21/2019
|
|
|
|
2,000
|
|
Anthony P. Gammie
|
|
|
5/18/2005
|
|
|
|
5/18/2015
|
|
|
|
2,000
|
|
|
|
|
5/18/2006
|
|
|
|
5/18/2016
|
|
|
|
2,000
|
|
|
|
|
5/21/2007
|
|
|
|
5/21/2017
|
|
|
|
2,000
|
|
|
|
|
5/21/2008
|
|
|
|
5/21/2018
|
|
|
|
1,835
|
|
|
|
|
5/21/2009
|
|
|
|
5/21/2019
|
|
|
|
2,000
|
|
Charles E. Lannon
|
|
|
5/18/2005
|
|
|
|
5/18/2015
|
|
|
|
2,000
|
|
|
|
|
5/18/2006
|
|
|
|
5/18/2016
|
|
|
|
2,000
|
|
|
|
|
5/21/2007
|
|
|
|
5/21/2017
|
|
|
|
2,000
|
|
|
|
|
5/21/2008
|
|
|
|
5/21/2018
|
|
|
|
1,835
|
|
|
|
|
5/21/2009
|
|
|
|
5/21/2019
|
|
|
|
2,000
|
|
James R. Boldt
|
|
|
5/21/2009
|
|
|
|
5/21/2019
|
|
|
|
3,500
|
|
Michael A. Elia
|
|
|
5/13/2004
|
|
|
|
5/13/2014
|
|
|
|
2,000
|
|
|
|
|
5/18/2005
|
|
|
|
5/18/2015
|
|
|
|
2,000
|
|
|
|
|
5/18/2006
|
|
|
|
5/18/2016
|
|
|
|
2,000
|
|
|
|
|
5/21/2007
|
|
|
|
5/21/2017
|
|
|
|
2,000
|
|
|
|
|
5/21/2008
|
|
|
|
5/21/2018
|
|
|
|
1,835
|
|
|
|
|
(4)
|
|
Dividends on restricted stock.
|
|
(5)
|
|
Resigned from the Board of Directors effective April 24,
2009.
|
10
STOCK
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth for each current director, each
of whom is a nominee for Director, and each of the Executive
Officers named in the Summary Compensation Table and for all
directors and Executive Officers as a group, information
concerning beneficial ownership of Common Stock as of
March 24, 2010. Unless otherwise noted, to the best of the
Companys knowledge, each person has sole voting and
investment power with respect to the shares listed.
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock
|
|
|
|
|
|
|
Beneficially Owned at
|
|
|
Percent of
|
|
|
|
March 24, 2010
|
|
|
Common Stock
|
|
Name
|
|
(1)(2)(3)(4)
|
|
|
Owned
|
|
|
Robert J. Attea
|
|
|
217,921
|
|
|
|
*
|
|
Kenneth F. Myszka
|
|
|
216,922
|
|
|
|
*
|
|
Charles E. Lannon
|
|
|
134,989
|
|
|
|
*
|
|
John E. Burns
|
|
|
21,545
|
|
|
|
*
|
|
Anthony P. Gammie
|
|
|
25,921
|
|
|
|
*
|
|
James R. Boldt
|
|
|
6,364
|
|
|
|
*
|
|
David L. Rogers
|
|
|
121,976
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers As a Group (seven persons)
|
|
|
745,638
|
|
|
|
2.7
|
%
|
|
|
|
*
|
|
Represents beneficial ownership of less than 1% of outstanding
Common Stock on March 24, 2010.
|
|
(1)
|
|
Includes 9,835, 11,835, 9,835, and 3,500 shares of Common
Stock that may be acquired by Messrs. Lannon, Burns, Gammie
and Boldt, respectively, through the exercise, within sixty
days, of options granted under the 1995 and 2009 Outside
Directors Stock Option and Award Plans.
|
|
(2)
|
|
Excludes 5,752, 9,528, 12,908, and 1,567 shares of Common
Stock issuable to each of Messrs. Burns, Lannon, Gammie,
and Boldt respectively, in payment of amounts credited to their
accounts under the Companys Deferred Compensation Plan for
Directors.
|
|
(3)
|
|
Includes 37,315, 38,963 and 41,461 shares of restricted
stock as to which Messrs. Attea, Myszka and Rogers,
respectively, have voting power but no investment power.
|
|
(4)
|
|
Includes 6,920, 6,738 and 6,738 shares of common stock that
may be acquired by Messrs. Attea, Myszka and Rogers,
respectively, through the exercise, within sixty days, of
options granted under the 2005 Award and Option Plan.
|
11
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to all persons or
groups known to the Company to be beneficial owners of more than
five percent of the outstanding Common Stock of the Company as
of March 24, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
Beneficially
|
|
Percent of
|
|
|
|
|
Owned as of
|
|
Common Stock
|
Title of Class
|
|
Name and Address of Beneficial Owners
|
|
March 24, 2010
|
|
Owned
|
|
Common
|
|
Cohen & Steers, Inc.(1)
280 Park Avenue
10th Floor
New York, NY 10017
|
|
|
3,787,412
|
|
|
|
13.7
|
%
|
Common
|
|
The Vanguard Group, Inc.(2)
100 Vanguard Boulevard
Malvern, PA 19355
|
|
|
2,689,838
|
|
|
|
9.8
|
%
|
Common
|
|
Deutsche Bank(3)
Theodor-Heuss-Allee 70
60468 Frankfurt am Main
Federal Republic of Germany
|
|
|
2,579,861
|
|
|
|
9.4
|
%
|
Common
|
|
BlackRock, Inc.(4)
40 East 52nd Street
New York, NY 10022
|
|
|
2,322,011
|
|
|
|
8.4
|
%
|
|
|
|
(1)
|
|
All information relating to Cohen & Steers, Inc.
(C&S) is derived from the Schedule 13G/A
filed by it and other entities on February 12, 2010.
According to C&S, of the 3,787,412 shares of the
Companys Common Stock owned by C&S, C&S has the
sole power to vote or direct the vote with respect to 3,171,110
of these shares and does not share voting power with respect to
any other shares. C&S has the sole power to dispose or
direct the disposition of all 3,787,412 shares of the
Companys Common Stock owned by C&S. The Company has
not independently verified this information.
|
|
(2)
|
|
All information relating to The Vanguard Group, Inc.
(Vanguard) is derived from Schedule 13G/A filed by
it on February 4, 2010. According to Vanguard, of the
2,689,838 shares of the Companys Common Stock owned
by Vanguard, Vanguard has the sole power to vote or direct the
vote with respect to 41,035 shares and does not share
voting power with respect to any other shares. Vanguard has the
sole power to dispose or direct the disposition of
2,648,803 shares of the Companys Common Stock owned
by Vanguard and shares disposition power with respect to
41,035 shares. The Company has not independently verified
this information.
|
|
(3)
|
|
All information relating to Deutsche Bank AG (Deutsche
Bank) is derived from the Schedule 13G filed by it and
other entities on February 12, 2010. According to Deutsche
Bank, of the 2,579,861 shares of the Companys Common
Stock owned by Deutsche Bank, Deutsche Bank has the sole power
to vote or direct the vote with respect to 2,577,961 shares
and does not share voting power with respect to any other
shares. Deutsche Bank has the sole power to dispose or direct
the disposition of all 2,579,861 shares of the
Companys Common Stock owned by Deutsche Bank. The Company
has not independently verified this information.
|
|
(4)
|
|
All information relating to BlackRock, Inc.
(BlackRock) is derived from Schedule 13G filed
by on January 29, 2010. According to BlackRock, of the
2,322,011 shares of the Companys Common Stock owned
by BlackRock, BlackRock has the sole power to vote or direct the
vote with respect to all 2,322,011 shares.
|
|
|
BlackRock has the sole power to dispose or direct the
disposition of all 2,322,011 shares of the Companys
Common Stock owned by BlackRock. The Company has not
independently verified this information.
|
12
SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys directors and officers, and persons
who own more than 10% of a registered class of the
Companys equity securities, to file reports of ownership
and changes in ownership with the SEC and the NYSE. Directors,
officers and greater-than-10% shareholders are required by SEC
regulation to furnish the Company with copies of all
Section 16(a) reports they file. Based solely on review of
information furnished to the Company and reports filed through
the Company, the Company believes that all Section 16(a)
filing requirements applicable to its Directors, officers and
greater-than-10% beneficial owners were complied with during
2009, except that Mr. Boldt, by inadvertence, filed a
report late reporting a single transaction regarding deferred
compensation units received in lieu of directors fees.
PROPOSAL 2.
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Subject to ratification by the Shareholders and based upon the
recommendation of the Audit Committee, the Board of Directors
has reappointed Ernst & Young LLP as its independent
registered public accounting firm to audit the financial
statements of the Company for the current fiscal year. Fees
billed to the Company for fiscal years 2009 and 2008 by
Ernst & Young LLP were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Audit Fees
|
|
$
|
380,250
|
|
|
$
|
301,812
|
|
Audit-Related Fees
|
|
$
|
11,175
|
|
|
$
|
13,950
|
|
Tax Fees
|
|
$
|
157,484
|
|
|
$
|
148,856
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
TOTAL FEES
|
|
$
|
548,909
|
|
|
$
|
464,618
|
|
Audit fees include fees for the audit of the Companys
consolidated financial statements, interim reviews of the
Companys quarterly financial statements, and the audit of
the Companys internal controls over financial reporting.
In 2009, audit fees also included $92,656 related to the
Companys common stock offering. Audit-related fees include
the audit of the Companys 401(k) plan. Tax fees include
fees for services relating to tax compliance, tax planning and
tax advice. These services include assistance regarding federal
and state tax compliance, and return preparation.
The Audit Committee has adopted a policy that requires advance
approval of the Audit Committee for all audit, audit-related,
tax services, and other services to be provided by the
independent registered public accounting firm to the Company.
The Audit Committee has delegated to its Chairman authority to
approve permitted services, provided that the Chairman reports
any decisions to the Audit Committee at its next scheduled
meeting. During 2009, all fees for audit services, all fees for
audit-related services and all fees for tax services were
approved under this policy.
Representatives of the firm of Ernst & Young LLP are
expected to be present at the Annual Meeting and will have an
opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
Approval of the appointment requires the affirmative vote of a
majority of the shares of Common Stock cast, provided a quorum
is present at the meeting. Broker non-votes and abstentions will
have no effect on the outcome.
13
THE AUDIT
COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE
FOR
THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS
THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
REPORT OF
THE AUDIT COMMITTEE
Management has the primary responsibility for the integrity of
the Companys financial information and the financial
reporting process, including the system of internal control over
financial reporting. Ernst & Young LLP, the
Companys independent registered public accounting firm, is
responsible for conducting independent audits of the
Companys financial statements and managements
assessment of the effectiveness of internal controls over
financial reporting in accordance with the standards of the
Public Company Accounting Oversight Board (United States)
and expressing an opinion on the financial statements and
managements assessment based upon those audits. The Audit
Committee is responsible for overseeing the conduct of these
activities by management and Ernst & Young LLP.
As part of its oversight responsibility, the Audit Committee has
reviewed and discussed the audited financial statements, the
adequacy of financial controls and the effectiveness of the
Companys internal controls over financial reporting with
management and Ernst & Young LLP. The Audit Committee
also has discussed with Ernst & Young LLP 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
Accounting Oversight Board in Rule 3200T. The Audit
Committee has received the written disclosures and the letter
from Ernst & Young LLP required by applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent accountants communications with
the Audit Committee and has discussed with Ernst &
Young LLP that firms independence.
Based upon these reviews and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial
statements be included in Sovran Self Storage, Inc.s
Annual Report on
Form 10-K
for the year ended December 31, 2009 for filing with the
Securities and Exchange Commission.
Members of the Audit Committee
JOHN E. BURNS, CHAIR
ANTHONY P. GAMMIE
CHARLES E. LANNON
JAMES R. BOLDT
THE FOREGOING REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AND SHOULD NOT BE DEEMED
INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING
BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE
AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
14
EXECUTIVE
COMPENSATION
EXECUTIVE
OFFICERS OF THE COMPANY
The following named persons are the Executive Officers of the
Company:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Title and Experience
|
|
Robert J. Attea
|
|
|
68
|
|
|
Chairman of the Board and Director of the Company since 1995 and
Chief Executive Officer of the Company since March 1997.
|
Kenneth F. Myszka
|
|
|
61
|
|
|
President and Chief Operating Officer of the Company since March
1997 and Director of the Company since 1995.
|
David L. Rogers
|
|
|
54
|
|
|
Chief Financial Officer and Secretary of the Company since 1995
|
COMPENSATION
DISCUSSION AND ANALYSIS
Compensation Objectives
.
As a real
estate investment and management company, the Companys
long-term success depends on its ability to acquire, improve,
operate and finance self-storage properties in a manner that
will enhance shareholder value, market presence and operational
efficiency. Competitive and marketplace pressures require
constant improvements to productivity, innovation in providing
customer service, and optimal allocation of capital resources.
To achieve these goals, it is critical that the Company be able
to attract, motivate, and retain highly talented individuals at
all levels of the organization with appropriate skill-sets who
are committed to the Companys core values of teamwork,
accountability, innovation, integrity, and respect for people.
The Companys compensation philosophy is to provide
compensation programs that will motivate the Executive Officers
to improve operating results and profitability. The
Companys incentive compensation also promotes growth
through selective acquisitions and improvements and enhancements
to existing properties, obtaining a low cost of funds and
improving operating efficiencies through technical innovation.
The Compensation Committee of the Board of Directors has
oversight responsibility in administering our executive
compensation programs, determines compensation of the Executive
Officers on an annual basis and provides guidance over the
Companys overall executive compensation programs.
The Compensation Committee historically has approached its
determination of the Chief Executive Officers compensation
in the same fashion as it determines compensation for the Chief
Operating Officer and Chief Financial Officer. The Compensation
Committee essentially treats these three officers as a team with
complimentary skill sets and, despite their different roles,
expects them to work as a team to achieve Company objectives.
Accordingly, compensation of these three executive positions is
very similar. This approach, in the view of the Compensation
Committee, motivates them to work as a team to attain Company
goals. The Company does not plan to time, and has not timed, its
release of material non-public information for the purpose of
affecting the value of executive compensation.
Components of Executive
Compensation
.
For 2009, the compensation of
the Executive Officers consisted of the same five primary
components used in prior years: (i) base salary,
(ii) annual incentive awards for performance, payable in
cash
and/or
restricted stock, (iii) long-term incentive compensation,
payable in stock options
and/or
restricted stock, (iv) severance benefits, and
(v) other benefits. The Compensation Committee believes
that its program encourages short and long-term performance in a
way that promotes Company objectives and aligns their interests
with those of shareholders. Following is a discussion of the
Compensation Committees considerations in establishing
each of these components for the Executive Officers for 2009.
Base Salary.
Base salary is the guaranteed
element of the Executive Officers annual cash
compensation. The value of base salary generally reflects the
executives position, actual performance, skill set and the
market value of that skill set. A competitive salary structure
is the most fundamental component of executive compensation used
by the Compensation Committee to assist in attracting and
retaining qualified executives. In setting base salaries, the
Compensation Committee, has historically considered
recommendations of its compensation consultant,
Longnecker &
15
Associates, and comparisons to executive officers of public real
estate companies with market capitalization and enterprise value
similar to that of the Company, such as EastGroup Properties
Inc., Lexington Realty Trust, Parkway Properties, Inc., PS
Business Parks, Inc., U-Store-It Trust and Tarragon Corporation.
The Compensation Committee has used this data to test for
reasonableness and competitiveness of base salaries but has not
specifically targeted or benchmarked a certain level
of base salary within such peer group.
In 2009, the Compensation Committee approved base salary
increases for Messrs. Attea, Myszka and Rogers of
approximately 3.2% which increase was consistent with the
increases being received by other management employees of the
Company. The Company determined the increases for its other
management employees based upon a number of factors including
individual performance, cost of living increments and
competitive market conditions. For 2009, Mr. Atteas
base salary was $419,000, Mr. Myszkas was $408,000
and Mr. Rogers was $408,000. In 2010,
Longnecker & Associates again provided advice and
information based upon comparisons to executive officers of
public real estate companies with market capitalization and
enterprise value similar to that of the Company, such as
EastGroup Properties Inc., Lexington Realty Trust, Parkway
Properties, Inc., PS Business Parks, Inc., U-Store-It Trust,
Extra Space Storage, Inc. and Cousins Properties Inc. Based upon
such comparisons and the past performance of the executive
officers, the Compensation Committee determined an increase in
salaries for Messrs. Attea, Myszka and Rogers was merited.
However, the Compensation Committee did not award salary
increases to Messrs. Attea, Myszka, or Rogers for 2010
given the salary freeze imposed by the Company on management
employees of the Company generally as a cost saving measure.
Annual Incentive Awards.
The Company has
established annual bonus guidelines in order to align the
Executive Officers goals with the Companys sales and
earnings growth objectives for the current year. These
guidelines were established with the assistance of the
Companys investment banker and have been modified from
time to time by the Compensation Committee upon the advice of
the Compensation Committees compensation consultant and to
respond to changes in industry conditions. The Compensation
Committee, consistent with historical practices and what it
believes are compensation best practices, regularly reviews the
metrics of the guidelines to ensure the incentive awards are
appropriately motivating key employees and rewarding such key
employees for Company performance.
The components of the guidelines for 2009 related to growth in
funds from operations (FFO) per share and other
performance factors are described below.
FFO Growth Targets.
Pursuant to annual
incentive guidelines, Executive Officers could earn a bonus of
up to 50% of their base salaries based upon the percentage
increase of FFO per share for the current year over the FFO per
share for the previous year. No bonus is earned unless FFO per
share growth is at least 5% over the prior year. To achieve the
maximum bonus, FFO per share growth must exceed 15%. The
Companys FFO per share is computed in accordance with the
National Association of Real Estate Investment Trusts
(NAREIT) guidelines. The Company believes that FFO
per share growth is an extremely important measurement of
successful performance and that rewarding FFO per share growth
aligns the interests of management and shareholders. FFO is used
by industry analysts and investors as a supplemental operating
performance measure of an equity REIT. NAREIT created FFO as a
supplemental measure of REIT operating performance that excludes
historical cost depreciation, among other items, from net income
determined in accordance with generally accepted accounting
principles, or GAAP. The most comparable GAAP measure is net
income (loss). FFO should not be considered as a substitute for
net income or any other measures derived in accordance with
GAAP. The Company did not experience positive FFO per share
growth during 2009 as general economic conditions, including the
slowdown in the residential real estate market, substantially
and adversely affected the Companys overall growth. Also,
the Companys interest expense increased due to various
factors, including a credit rating downgrade, fees paid to
obtain bank waiver of a covenant violation by the Company and
the use by the Company of funds to terminate interest rate swap
agreements. As a result of the foregoing, FFO per share growth
targets were not achieved and accordingly the Executive Officers
did not receive any bonus with respect to this metric.
Other Performance Factors.
In addition, the
Compensation Committee, in its discretion, may award a bonus up
to 50% of base salary based upon the Companys achievements
and overall performance during the preceding year. Each
Executive Officer was awarded a bonus of 50% of salary for 2009
pursuant to this
16
component. The factors considered by the Compensation Committee
in making this award included financial performance, the
successful implementation of enhancements to existing
properties, increases in operating efficiency and productivity,
successful implementation of cost reductions, and successful
implementation of technological innovations. The Committee
placed considerable emphasis on the efforts of the Executive
Officers in successfully completing a public offering of common
stock by the Company, which resulted in an upgrade of the
Companys credit rating and allowed the Company to repay
$100 million of term notes. This helped to stabilize the
Companys financial position during 2009 and has allowed
the Company to maintain liquidity to meet anticipated needs.
Form of Payment.
All or part of the bonus
relating to other performance factors is paid in
shares of restricted stock which have vesting periods generally
ranging from one to five years, all as determined by the
Compensation Committee. The Compensation Committee determined
that 100% of the 2009 annual bonus earned by the Executive
Officers was to be awarded in shares of restricted stock with a
one year vesting period. Messrs. Attea, Myszka and Rogers
received grants of 6,642, 6,468 and 6,468 shares of
restricted stock, respectively, on February 25, 2010.
Long-Term Incentive Plan.
For several years,
the Compensation Committee has been considering various
alternatives of long-term incentive compensation programs that
would align the interest of management with shareholders,
provide retention incentives and minimize the impact on
earnings. The compensation consultant has recommended that the
Compensation Committee use restricted stock awards or stock
option grants or a combination of both with a four-year vesting
period and that the award have a target value of 135% of base
salary. The compensation consultants recommendation was
based upon its experience with similarly sized REITs. In 2009,
the Compensation Committee determined to grant such awards to
the Executive Officers through restricted stock awards. However,
in lieu of a four-year vesting period the Compensation Committee
decided to provide for a ratable eight-year vesting period to
minimize the financial impact on the Company. In addition, in
determining the number of shares of restricted stock to be
awarded the fair market value of the shares at the date of grant
(i.e. $31.385) was not used, but a higher price was used to
avoid the perception that the shares were being granted at an
artificially low price. As a result, the value of the awards
upon grant was approximately 106% of base salary as opposed to
the target value of 135% of base salary. Thus, the grants to
Messrs. Attea, Myszka and Rogers in 2009 were for 14,112,
13,770 and 13,770 shares of restricted stock, respectively,
with 12.5% of such shares vesting each year. These awards were
made under the 2005 Award and Option Plan previously approved by
shareholders.
Severance Benefits.
Each of the Executive
Officers is a party to an employment agreement with severance
benefits. A description of the terms of the agreements can be
found under the heading Employment Agreements
beginning on page 22 of this Proxy Statement. In entering
into these agreements, the Compensation Committee desired to
assure that we would have the continued dedication of the
Executive Officers, notwithstanding the possibility of a change
in control, and to retain such Executive Officers in our employ.
The Compensation Committee believes that, should the possibility
of a change in control arise, the Company should be able to
receive and rely upon our Executive Officers advice as to
the best interests of our Company and without the concern that
such Executive Officer might be distracted by the personal
uncertainties and risks created by a potential change in
control. The actual benefits and payments to be made to the
Executive Officers, as set forth in the employment agreements,
were determined based on the Compensation Committees
business judgment, advice received by the Compensation Committee
from its compensation consultant and negotiations with each
officer at the time of entering into the agreements.
Other Benefits.
The Executive Officers also
receive benefits offered to all full time employees of the
Company, including medical insurance coverage, disability
insurance, life insurance and matching contributions to the
Companys 401(k) Plan. Under the terms of the applicable
welfare benefit plans, the cost of these employee benefits is
partially borne by the employee, including each Executive
Officer. These plans are nondiscriminatory except that the
Executive Officers may be reimbursed for medical expenditures
not covered by the Companys standard plan. In 2009
Messrs. Attea and Myszka received reimbursements of $3,307
and $5,214, respectively. The benefits paid to the Executive
Officers in 2009 are included in the Summary Compensation Table
below.
Perquisites.
In addition, the Executive
Officers each receive $15,600 per year to be applied to
automobile allowance, club memberships and miscellaneous
expenses. These relatively inexpensive components of executive
compensation are primarily viewed as necessary to keep
compensation levels competitive and to assist in attracting
17
and retaining qualified executives. The dollar value of
perquisites is not significant relative to the other components
of executive compensation. These amounts are included in the
Summary Compensation Table below.
Tax Deductibility of
Compensation.
Section 162(m) of the Internal
Revenue Code limits to $1 million a publicly held
corporations tax deduction each year for compensation to
any covered employee, except for certain qualifying
performance-based compensation. Because the Company
qualifies as a REIT under the Internal Revenue Code, it is not
subject to Federal income taxes. Thus the payment of
compensation that does not satisfy the requirements of
Section 162(m) does not have a material adverse consequence
to the Company, provided the Company continues to distribute 90%
of its taxable income. A larger portion of shareholder
distributions may be subject to Federal income tax as dividend
income, rather than a return of capital, and any such
compensation allocated to the Companys taxable REIT
subsidiaries whose income is subject to Federal income tax would
result in an increase in income taxes due to the inability to
deduct such compensation. Although the Company will be mindful
of the limits imposed by Section 162(m), the Company
nevertheless reserves the right to structure the compensation
packages and awards in a manner that may exceed the limitation
on deduction imposed by Section 162(m).
Compensation Risk Assessment.
The Compensation
Committee has considered the Companys compensation
policies and practices and has concluded that they are not
reasonably likely to have a material adverse effect on the
Company.
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
and Nonquali-
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
fied Deferred
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Compensations
|
|
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)(4)
|
|
Earnings ($)
|
|
($)(5)
|
|
Total ($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
Robert J. Attea
|
|
|
2009
|
|
|
$
|
419,000
|
|
|
|
|
|
|
$
|
652,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
96,170
|
|
|
$
|
1,167,564
|
|
Chairman of the Board and
|
|
|
2008
|
|
|
$
|
405,964
|
|
|
|
|
|
|
$
|
318,301
|
|
|
$
|
274,027
|
|
|
$
|
121,789
|
|
|
|
|
|
|
$
|
103,915
|
|
|
$
|
1,223,996
|
|
Chief Executive Officer
|
|
|
2007
|
|
|
$
|
386,632
|
|
|
|
|
|
|
$
|
436,201
|
|
|
|
|
|
|
$
|
64,761
|
|
|
|
|
|
|
$
|
116,558
|
|
|
$
|
1,004,152
|
|
Kenneth F. Myszka
|
|
|
2009
|
|
|
$
|
408,000
|
|
|
|
|
|
|
$
|
636,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
99,929
|
|
|
$
|
1,144,101
|
|
President and
|
|
|
2008
|
|
|
$
|
395,279
|
|
|
|
|
|
|
$
|
309,948
|
|
|
$
|
266,815
|
|
|
$
|
118,584
|
|
|
|
|
|
|
$
|
107,255
|
|
|
$
|
1,197,881
|
|
Chief Operating Officer
|
|
|
2007
|
|
|
$
|
376,456
|
|
|
|
|
|
|
$
|
424,733
|
|
|
|
|
|
|
$
|
63,056
|
|
|
|
|
|
|
$
|
111,309
|
|
|
$
|
975,554
|
|
David L. Rogers
|
|
|
2009
|
|
|
$
|
408,000
|
|
|
|
|
|
|
$
|
636,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
98,495
|
|
|
$
|
1,142,667
|
|
Chief Financial Officer
|
|
|
2008
|
|
|
$
|
395,279
|
|
|
|
|
|
|
$
|
309,948
|
|
|
$
|
266,815
|
|
|
$
|
118,584
|
|
|
|
|
|
|
$
|
106,727
|
|
|
$
|
1,197,353
|
|
and Secretary
|
|
|
2007
|
|
|
$
|
376,456
|
|
|
|
|
|
|
$
|
424,733
|
|
|
|
|
|
|
$
|
63,056
|
|
|
|
|
|
|
$
|
108,928
|
|
|
$
|
973,173
|
|
|
|
|
(1)
|
|
The amounts disclosed in the Stock Awards column
represent the aggregate grant date fair value of all shares
granted to our named executive officers for the applicable
fiscal year, calculated in accordance with FASB ASC Topic 718.
As described above under Compensation Discussion and
Analysis Components of Executive Compensation,
certain equity awards were made to our named executive officers
in September of 2009 for our long-term incentive compensation
plan and in February 2010 under our 2009 annual incentive
compensation plan.
|
|
|
|
For Mr. Attea, the amount shown in this column for 2009
relates to (i) a long-term incentive award of 14,112
restricted shares awarded to him on September 25, 2009, and
(ii) 6,642 restricted shares issued to him on
February 25, 2010, relating to the 2009 annual incentive
compensation plan. For Mr. Attea, the amount shown in this
column for 2008 relates to (i) a long-term incentive award
of 6,263 restricted shares awarded to him on June 17, 2008,
and (ii) 2,030 restricted shares issued to him on
February 25, 2009, relating to the 2008 annual incentive
compensation plan. For Mr. Attea, the amount shown in this
column for 2007 relates to (i) a long-term incentive award
of 5,994 restricted shares awarded to him on February 26,
2007, and (ii) 2,020 restricted shares issued to him on
February 26, 2008, relating to the 2007 annual incentive
compensation plan.
|
|
|
|
For Messrs. Myszka and Rogers, the amounts shown in this
column for 2009 relate to (i) a long-term incentive award
of 13,770 restricted shares awarded to him on September 25,
2009, and (ii) 6,468 restricted shares issued to him on
February 25, 2010, relating to the 2009 annual incentive
compensation plan. For Messrs. Myszka and Rogers, the
amounts shown in this column for 2008 relate to (i) a
long-term incentive award of 6,099 restricted
|
18
|
|
|
|
|
shares awarded to him on June 17, 2008, and (ii) 1,976
restricted shares issued to him on February 25, 2009,
relating to the 2008 annual incentive compensation plan. For
Messrs. Myszka and Rogers, the amounts shown in this column
for 2007 relate to (i) a long-term incentive award of 5,837
restricted shares awarded to him on February 26, 2007, and
(ii) 1,966 restricted shares issued to him on
February 26, 2008, relating to the 2007 annual incentive
compensation plan.
|
|
|
|
For more information on these awards, see the Compensation
Discussion and Analysis-Components of Executive
Compensation and the Grants of Plan-Based Awards Table
below. The assumptions used to compute the grant date fair value
of these awards for each named executive officer are set forth
in Notes 2 and 11 to our 2009 consolidated financial
statements contained in our Annual Report on
Form 10-K
for the year ended December 31, 2009.
|
|
(2)
|
|
The amounts disclosed in the Option Awards column
represent the aggregate grant date fair value of all option
awards granted to our named executive officers for the
applicable fiscal year, calculated in accordance with FASB ASC
Topic 718. No share option awards were made to any of our named
executive officers during 2009. The amounts shown in this column
for 2008 reflect the following long-term incentive option share
grants awarded on June 17, 2008 at a price of $43.75: for
Mr. Attea, 55,359 share options and for
Messrs. Myszka and Rogers, 53,902 share options. All
option valuation models, including the Black-Scholes model,
require a prediction about the future movement of the share
price. The assumptions used to compute the grant date fair value
of these options for each of our executive officers are set
forth in Notes 2 and 11 to our 2009 consolidated financial
statements contained in our Annual Report on
Form 10-K
for the year ended December 31, 2009. For more information
on these awards, see the Compensation Discussion and
Analysis-Components of Executive Compensation and the
Outstanding Equity Awards Table below.
|
|
(3)
|
|
The amounts disclosed in the Non-Equity Incentive Plan
Compensation for 2008 represent cash payments for 2008
performance made in March 2009 to Messrs. Attea, Myszka and
Rogers under the Companys annual incentive award program.
For more information on these awards, see the Compensation
Discussion and Analysis-Components of Executive
Compensation.
|
|
(4)
|
|
The amounts disclosed in the Non-Equity Incentive Plan
Compensation for 2007 represent cash payment for 2007
performance made in March 2008 to Messrs. Attea, Myszka and
Rogers under the Companys annual incentive award program.
For more information on these awards, see the Compensation
Discussion and Analysis-Components of Executive
Compensation.
|
|
(5)
|
|
All other compensation includes the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k)
|
|
Health
|
|
Medical and Life
|
|
Dividends on
|
|
Total All Other
|
Name
|
|
|
|
Allowances*
|
|
Match
|
|
Coverage
|
|
Insurance Costs
|
|
Restricted Stock
|
|
Compensation
|
|
Robert J. Attea
|
|
|
2009
|
|
|
$
|
15,600
|
|
|
$
|
4,900
|
|
|
$
|
3,307
|
|
|
$
|
11,721
|
|
|
$
|
60,642
|
|
|
$
|
96,170
|
|
|
|
|
2008
|
|
|
$
|
15,600
|
|
|
$
|
4,500
|
|
|
$
|
1,547
|
|
|
$
|
9,543
|
|
|
$
|
72,725
|
|
|
$
|
103,915
|
|
|
|
|
2007
|
|
|
$
|
15,600
|
|
|
$
|
4,500
|
|
|
$
|
5,000
|
|
|
$
|
11,180
|
|
|
$
|
80,278
|
|
|
$
|
116,558
|
|
Kenneth F. Myszka
|
|
|
2009
|
|
|
$
|
15,600
|
|
|
$
|
4,900
|
|
|
$
|
5,214
|
|
|
$
|
11,721
|
|
|
$
|
62,494
|
|
|
$
|
99,929
|
|
|
|
|
2008
|
|
|
$
|
15,600
|
|
|
$
|
4,500
|
|
|
$
|
3,371
|
|
|
$
|
9,616
|
|
|
$
|
74,168
|
|
|
$
|
107,255
|
|
|
|
|
2007
|
|
|
$
|
15,600
|
|
|
$
|
4,500
|
|
|
$
|
3,531
|
|
|
$
|
11,253
|
|
|
$
|
76,425
|
|
|
$
|
111,309
|
|
David L. Rogers
|
|
|
2009
|
|
|
$
|
15,600
|
|
|
$
|
4,900
|
|
|
|
|
|
|
$
|
11,721
|
|
|
$
|
66,274
|
|
|
$
|
98,495
|
|
|
|
|
2008
|
|
|
$
|
15,600
|
|
|
$
|
4,500
|
|
|
|
|
|
|
$
|
9,616
|
|
|
$
|
77,011
|
|
|
$
|
106,727
|
|
|
|
|
2007
|
|
|
$
|
15,600
|
|
|
$
|
4,500
|
|
|
|
|
|
|
$
|
11,253
|
|
|
$
|
77,575
|
|
|
$
|
108,928
|
|
* Includes an annual allowance for an automobile, club dues
and other miscellaneous expenses.
19
Grant of
Plan-Based Awards for 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards:
|
|
|
|
Grant Date
|
|
|
|
|
Estimated Possible Payouts
|
|
Estimated Future Payouts
|
|
|
|
Number of
|
|
Exercise or
|
|
Fair Value
|
|
|
|
|
Under Non-Equity Incentive
|
|
Under Equity Incentive
|
|
All Other
|
|
Securities
|
|
Base Price
|
|
of Stock
|
|
|
|
|
Plan Awards
|
|
Plan Awards
|
|
Stock Awards:
|
|
Underlying
|
|
of Option
|
|
and Option
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units
|
|
Options
|
|
Awards
|
|
Awards
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)(1)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)(2)
|
|
(#)
|
|
($/sh)
|
|
($)(5)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
|
Robert J. Attea
|
|
|
2/26/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,030
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
44,295
|
|
|
|
|
9/25/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,112
|
(4)
|
|
|
|
|
|
|
|
|
|
$
|
442,905
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
$
|
419,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Myszka
|
|
|
2/26/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,976
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
43,116
|
|
|
|
|
9/25/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,770
|
(4)
|
|
|
|
|
|
|
|
|
|
$
|
432,171
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
$
|
408,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
David L. Rogers
|
|
|
2/26/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,976
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
43,116
|
|
|
|
|
9/25/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,770
|
(4)
|
|
|
|
|
|
|
|
|
|
$
|
432,171
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
$
|
408,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
This is not the amount earned but is the maximum amount that
could have been earned under the Annual Incentive Award based
upon 2009 performance. The Company issued shares of restricted
stock as part of such bonus earned. See item 6 below.
|
|
(2)
|
|
Holders of restricted shares are entitled to the same dividend
and voting rights as are holders of the Companys Common
Stock.
|
|
(3)
|
|
Restricted shares issued in February 2009 as part of each
executives 2008 bonus. The shares granted to
Messrs. Attea, Myszka and Rogers vest ratably over a two
year period, a four year period and a five year period,
respectively. The cash portion of each executives 2008
bonus is included in the Summary Compensation Table as 2008
non-equity incentive plan compensation.
|
|
(4)
|
|
Restricted shares issued in 2009 as a long-term incentive
compensation award, with 12.5% of such shares vesting each year.
Such shares were issued under the 2005 Award and Option Plan.
|
|
(5)
|
|
Amount represents full grant date fair value of restricted stock
awards granted in 2009 computed in accordance with FASB ASC
Topic 718. No stock options were granted in 2009.
|
|
(6)
|
|
The Company issued Messrs. Attea, Myszka and Rogers 6,642,
6,468 and 6,468 shares of restricted stock, respectively,
on February 25, 2010, for each executives 2009 bonus.
The shares granted to Messrs. Attea, Myszka and Rogers vest
in one year. There was no cash bonus for executive officers for
2009 performance. The aggregate grant date fair value of such
restricted stock awards computed in accordance with FASB ASC
Topic 718 was $209,489 with respect to the shares granted to
Mr. Attea, $204,001 with respect to the shares issued to
Mr. Myszka and $204,001, with respect to the shares granted
to Mr. Rogers. Such value is included in the Summary
Compensation Table as 2009 Stock Awards.
|
20
Outstanding
Equity Awards At December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Market
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Value or
|
|
|
|
|
|
|
Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Payout
|
|
|
|
|
Number of
|
|
Awards:
|
|
|
|
|
|
|
|
Market
|
|
|
|
Unearned
|
|
Value of
|
|
|
Number of
|
|
Securities
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
Shares,
|
|
Unearned
|
|
|
Securities
|
|
Underlying
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
|
|
Units or
|
|
Shares, Units
|
|
|
Underlying
|
|
Unexercised
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Units of
|
|
|
|
Other
|
|
or Other
|
|
|
Unexercised
|
|
Options (#)
|
|
Unexercised
|
|
Option
|
|
Option
|
|
Stock That
|
|
Stock That
|
|
|
|
Rights That
|
|
Rights That
|
|
|
Options (#)
|
|
Unexercisable
|
|
Unearned
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
|
|
Have Not
|
|
Have Not
|
Name
|
|
Exercisable
|
|
(1)
|
|
Options (#)
|
|
Price ($)
|
|
Date
|
|
Vested (#)
|
|
Vested ($)(2)
|
|
|
|
Vested (#)
|
|
Vested ($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
|
|
(i)
|
|
(j)
|
|
Robert J. Attea
|
|
|
6,920
|
|
|
|
48,439
|
|
|
|
|
|
|
$
|
43.75
|
|
|
|
6/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,193
|
|
|
$
|
78,356
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
671
|
|
|
$
|
23,975
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
782
|
|
|
$
|
27,941
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,866
|
|
|
$
|
173,862
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,496
|
|
|
$
|
160,642
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,010
|
|
|
$
|
36,087
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,480
|
|
|
$
|
195,800
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,030
|
|
|
$
|
72,532
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,112
|
|
|
$
|
504,222
|
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
Kenneth F. Myszka
|
|
|
6,738
|
|
|
|
47,164
|
|
|
|
|
|
|
$
|
43.75
|
|
|
|
6/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,725
|
|
|
$
|
61,634
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
671
|
|
|
$
|
23,975
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
766
|
|
|
$
|
27,369
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,071
|
|
|
$
|
38,267
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,307
|
|
|
$
|
153,889
|
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
925
|
|
|
$
|
33,050
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,377
|
|
|
$
|
156,390
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,474
|
|
|
$
|
52,666
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,337
|
|
|
$
|
190,691
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,976
|
|
|
$
|
70,602
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,770
|
|
|
$
|
492,002
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
David L. Rogers
|
|
|
6,738
|
|
|
|
47,164
|
|
|
|
|
|
|
$
|
43.75
|
|
|
|
6/17/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,725
|
|
|
$
|
61,634
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
671
|
|
|
$
|
23,975
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
766
|
|
|
$
|
27,369
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,451
|
|
|
$
|
87,574
|
|
|
|
(22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,307
|
|
|
$
|
153,889
|
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,323
|
|
|
$
|
47,271
|
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,377
|
|
|
$
|
156,390
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,685
|
|
|
$
|
60,205
|
|
|
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,337
|
|
|
$
|
190,691
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,976
|
|
|
$
|
70,602
|
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,770
|
|
|
$
|
492,002
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
2008 stock option grant vests in eight annual installments at
the rate of 12.5% per year through 2016.
|
|
(2)
|
|
Market value of unvested shares is based on December 31,
2009 closing stock price.
|
|
(3)
|
|
Restricted shares vest at a rate of 2,193 shares per year
through 2010
|
|
(4)
|
|
Restricted shares vest at a rate of 671 shares per year
through 2010
|
|
(5)
|
|
Restricted shares vest at a rate of 782 shares per year
through 2010
|
21
|
|
|
(6)
|
|
Restricted shares vest at a rate of 973 shares per year
through 2014
|
|
(7)
|
|
Restricted shares vest at a rate of 749 shares per year
through 2015
|
|
(8)
|
|
Restricted shares vest at a rate of 1,010 shares per year
through 2010
|
|
(9)
|
|
Restricted shares vest at a rate of 783 shares per year
through 2016
|
|
(10)
|
|
Restricted shares vest at a rate of 1,015 shares per year
through 2011
|
|
(11)
|
|
Restricted shares vest at a rate of 1,764 shares per year
through 2017
|
|
(12)
|
|
Restricted shares vest at a rate of 1,725 shares per year
through 2010
|
|
(13)
|
|
Restricted shares vest at a rate of 766 shares per year
through 2010
|
|
(14)
|
|
Restricted shares vest at a rate of 1,071 shares per year
through 2010
|
|
(15)
|
|
Restricted shares vest at a rate of 861 shares per year
through 2014
|
|
(16)
|
|
Restricted shares vest at a rate of 463 shares per year
through 2011
|
|
(17)
|
|
Restricted shares vest at a rate of 730 shares per year
through 2015
|
|
(18)
|
|
Restricted shares vest at a rate of 492 shares per year
through 2012
|
|
(19)
|
|
Restricted shares vest at a rate of 762 shares per year
through 2016
|
|
(20)
|
|
Restricted shares vest at a rate of 494 shares per year
through 2013
|
|
(21)
|
|
Restricted shares vest at a rate of 1,721 shares per year
through 2017
|
|
(22)
|
|
Restricted shares vest at a rate of 612 shares per year
through 2013
|
|
(23)
|
|
Restricted shares vest at a rate of 264 shares per year
through 2014
|
|
(24)
|
|
Restricted shares vest at a rate of 281 shares per year
through 2015
|
|
(25)
|
|
Restricted shares vest at a rate of 395 shares per year
through 2014
|
Option
Exercises and Stock Vested In 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of Shares
|
|
|
|
Number of Shares
|
|
|
|
|
Acquired on
|
|
Value Realized
|
|
Acquired on
|
|
Value Realized
|
|
|
Exercise
|
|
on Exercise
|
|
Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)(1)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
Robert J. Attea
|
|
|
|
|
|
|
|
|
|
|
9,796
|
|
|
$
|
230,327
|
|
Kenneth F. Myszka
|
|
|
|
|
|
|
|
|
|
|
9,177
|
|
|
$
|
212,290
|
|
David L. Rogers
|
|
|
|
|
|
|
|
|
|
|
8,307
|
|
|
$
|
194,745
|
|
|
|
|
(1)
|
|
Amounts reflect the market value of the Common Stock on the day
the Common Stock vested.
|
EMPLOYMENT
AGREEMENTS
In 1999, the Company entered into employment agreements with
Messrs. Attea, Myszka and Rogers. These agreements were
amended and restated effective January 1, 2009. Each
employment agreement has an indefinite term but can be
terminated by the Company (a) in the event of the
executives disability, (b) for cause, or
(c) upon 30 days prior written notice to the
executive. Each executive may terminate his employment agreement
(a) for good reason, or (b) by providing
60 days prior written notice to the Company. Each
employment agreement may also be terminated by agreement of the
Company and the executive. Each employment agreement prohibits
the executive, during employment and during the one-year period
following termination of employment, from engaging in the
self-storage business as an employee, consultant or owner.
The employment agreements each provide for severance payments in
the event the executives employment is terminated by the
Company without cause or he resigns for good
reason. Such severance payments would be made in
36 monthly payments following the termination of the
executives employment, and each monthly payment would be
an amount equal to one-twelfth of the sum of the highest
(i) base salary earned by such executive during
22
any calendar year, (ii) bonus and other incentive
compensation earned by such executive during any calendar year,
and (iii) value of any restricted stock awards during any
calendar year to such executive. The first six monthly payments
will be made in a single sum to the executive within
30 days following his separation from service. The
remaining 30 payments will be made over a 30 month period
beginning seven months after the separation from service. No
severance benefits are payable if the executives
employment is terminated for cause or if the
executive retires or voluntarily terminates his employment
without good reason. The employment agreements also
provide that certain employee welfare benefits shall be
continued for a period of 36 months after termination of
employment in the event the executives employment is
terminated by the Company without cause or the
executive resigns for good reason.
In addition, if the Company undergoes a change in
control while severance is being paid, the remaining
severance payment would be transferred to a rabbi trust and
monthly payments would continue to be made from that trust
unless the change in control also qualifies as a
change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the
assets of the corporation within the meaning of
Section 409A of the Internal Revenue Code, in which case
the remaining severance payment would be paid to the executive
in a lump sum within 30 days after the change in
control occurs. Similarly, if the executive is terminated
within 2 years following a change in control of
the Company, the severance payments would be transferred to a
rabbi trust and monthly payments would be made from that trust
unless the change in control qualifies under
Section 409A of the Code, in which case the severance
payments would be paid to the executive in a lump sum within
30 days of his termination of employment. Each employment
agreement provides that the severance payments to the executive
will be grossed up if such severance payments are
determined to be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code to hold the
executive harmless against the impact, if any, of such excise
tax. In addition, the Company must reimburse the executive for
his legal fees in connection with any good faith claim for
severance payments under the employment agreement. Each
employment agreement provides that the severance payments will
not be offset or mitigated by any income from another source
during the severance period.
The employment agreements also provide for payments in the event
of termination by reason of the executives death or
disability during the term of his employment agreement. The
payments will be in an amount equal to two times the
executives then effective per annum rate of salary plus a
pro rata portion of the incentive compensation for the calendar
year in which the death or disability occurs. In the event of
death, such payments will be paid in eight quarterly
installments following the date of the executives death.
In the case of the executives disability, such payments
will be made in 24 monthly installments, with the first 6
installments paid in a lump sum within 30 days following
the executives separation from service, and the remaining
18 installments made over 18 months beginning with the
seventh month after the executives separation from
service. The disability payments to the executive would be
reduced by any amounts paid to the executive in connection with
the Companys disability insurance contracts.
In the event of termination without cause, for
good reason or death or disability or in the event
of a change in control, all unvested shares of
restricted stock or stock options shall vest.
For purposes of the employment agreements described above, the
terms have the meanings set forth below:
change in control
generally includes:
(i) the acquisition by any person of 20% or more of the
outstanding stock of the Company;
(ii) approval by the shareholders of the Company of a
consolidation, merger or other business combination involving
the Company in which the Company is not the surviving entity,
other than a transaction in which the holders of the
Companys Common Stock immediately prior to the transaction
have substantially the same proportionate ownership of Common
Stock of the surviving corporation after the transaction;
(iii) approval by the shareholders of the Company of any
consolidation, merger or other business combination in which the
Company is the continuing or surviving corporation but in which
the common shareholders of the Company immediately prior to the
transaction do not own at least a majority of the outstanding
Common Stock of the continuing or surviving corporation;
23
(iv) approval by the shareholders of the Company of any
sale, lease or exchange of substantially all of the assets of
the Company and its subsidiaries;
(v) a change in the majority of the members of the Board of
Directors within a
24-month
period, unless the election or nomination for election by the
Companys shareholders of each new director was approved by
the vote of
2
/
3
of the directors then still in office who were in office at the
beginning of the
24-month
period; or
(vi) more than 50% of the assets of the Company and its
subsidiaries are sold, transferred or otherwise disposed of,
other than in the usual and ordinary course of its business.
cause
generally means a material breach of
the executives duties under his employment agreement, or
the fraudulent, illegal or other gross misconduct which is
materially damaging or detrimental to the Company.
good reason
generally means:
(i) a material change in the executives duties and
responsibilities or a change in his title or position without
his consent;
(ii) there arises a requirement that the services required
to be performed by executive would necessitate the executive to
move his residence at least 50 miles from the Buffalo, NY
area;
(iii) a material reduction by the Company in the
executives compensation or benefits;
(iv) a material breach of the employment agreement by the
Company;
(v) in the case of Messrs. Attea and Myszka, the
failure of the executive to be elected a director at any annual
shareholders meeting; or
(vi) the failure of any successor to the Company to
specifically assume responsibility for the employment agreement.
Potential Payments and Benefits upon Death or Disability or
upon Termination of Employment With No Change in Control of the
Company
. The tables below reflect the amount of
compensation to each of the Executive Officers in the event of
termination of such executives employment described below.
The amounts shown assume that such termination was effective as
of December 31, 2009 and uses the closing market price of
the Company stock on such date, and thus includes amounts earned
through such time and are estimates of the amounts that would be
paid to such executives upon their termination. The actual
amounts to be paid can only be determined at the time of such
executives separation from the Company.
24
The first column of each table below sets forth the payments to
which the executive would be entitled, other than accrued but
unpaid base salary and any benefits payable or provided under
broad-based employee benefit plans and programs, in the event of
a termination of the executives employment for any reason
other than for cause by the Company or by the
executive without good reason, and assuming such
termination occurred prior to, or did not otherwise arise in
connection with, a change in control of the Company.
The second column of each table reflects payments that would be
due in the event of the executives termination of
employment due to death or disability prior to a change in
control of the Company. No benefits are paid, other than earned
but unpaid compensation, upon a termination of employment by the
Company for cause or for termination by the
executive upon retirement or without good reason.
|
|
|
|
|
|
|
|
|
|
|
Termination by
|
|
|
|
|
|
|
Company without
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
|
|
Termination by
|
|
|
|
|
|
|
Executive for
|
|
|
Death or
|
|
|
|
Good Reason
|
|
|
Disability
|
|
|
Robert J. Attea
|
|
|
|
|
|
|
|
|
Cash Severance(1)
|
|
$
|
5,169,465
|
|
|
$
|
838,000
|
|
Continued Employee Welfare Benefits
|
|
|
45,084
|
|
|
|
0
|
|
Acceleration of Equity Awards
|
|
|
1,273,417
|
|
|
|
1,273,417
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,487,966
|
|
|
$
|
2,111,417
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Myszka
|
|
|
|
|
|
|
|
|
Cash Severance(1)
|
|
$
|
4,758,672
|
|
|
$
|
816,000
|
|
Continued Employee Welfare Benefits
|
|
|
50,805
|
|
|
|
0
|
|
Acceleration of Equity Awards
|
|
|
1,300,536
|
|
|
|
1,300,536
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,110,013
|
|
|
$
|
2,116,536
|
|
|
|
|
|
|
|
|
|
|
David L. Rogers
|
|
|
|
|
|
|
|
|
Cash Severance(1)
|
|
$
|
4,758,672
|
|
|
$
|
816,000
|
|
Continued Employee Welfare Benefits
|
|
|
35,163
|
|
|
|
0
|
|
Acceleration of Equity Awards
|
|
|
1,371,603
|
|
|
|
1,371,603
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,165,438
|
|
|
$
|
2,187,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Cash severance for disability is reduced by any amounts paid to
the officer under the Companys disability insurance
contract.
|
25
Potential Payments and Benefits Following, or in Connection
With a Change In Control of the Company.
Upon a
termination of an Executive Officers employment without
cause or a termination by the executive for
good reason following a change in
control, the executive is entitled to receive the
following benefits:
|
|
|
|
|
Robert J. Attea
|
|
|
|
|
Cash Severance
|
|
$
|
5,169,465
|
|
Acceleration of Equity Awards
|
|
|
1,273,417
|
|
Continued Employee Welfare Benefits
|
|
|
45,084
|
|
Gross-up
for
excise tax and additional income taxes
|
|
|
3,217,726
|
|
|
|
|
|
|
Total
|
|
$
|
9,705,692
|
|
|
|
|
|
|
Kenneth F. Myszka
|
|
|
|
|
Cash Severance
|
|
$
|
4,758,672
|
|
Acceleration of Equity Awards
|
|
|
1,300,536
|
|
Continued Employee Welfare Benefits
|
|
|
50,805
|
|
Gross-up
for
excise tax and additional income taxes
|
|
|
3,028,298
|
|
|
|
|
|
|
Total
|
|
$
|
9,138,311
|
|
|
|
|
|
|
David L. Rogers
|
|
|
|
|
Cash Severance
|
|
$
|
4,758,672
|
|
Acceleration of Equity Awards
|
|
|
1,371,603
|
|
Continued Employee Welfare Benefits
|
|
|
35,163
|
|
Gross-up
for
excise tax and additional income taxes
|
|
|
3,064,262
|
|
|
|
|
|
|
Total
|
|
$
|
9,229,700
|
|
|
|
|
|
|
Cash severance for the Executive Officers is paid in
36 monthly payments following the termination of the
executives employment, with the first six monthly payments
being made in a single sum to the executive within 30 days
following his separation from service and the remaining 30
payments made over a 30 month period beginning seven months
after the separation from service. However, if a change of
control occurs while the Company is making severance
payments or if the executive is terminated within 2 years
following a change in control of the Company, and if
such change in control also qualifies as a
change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the
assets of the corporation within the meaning of
Section 409A of the Internal Revenue Code, then the
payments/remaining payments will be made in a single sum within
30 days following the change in control or
separation from service. If the change in control
does not so qualify under Section 409A, then the
payments/remaining payments would be transferred to a rabbi
trust and payments made from the trust. Cash severance on
account of death will be paid in eight quarterly installments.
Cash severance on account of disability will be paid in
24 monthly installments with the first 6 months of
severance paid in a single sum within 30 days following
separation from service and the remaining payments made in
18 monthly installments beginning with the seventh month
after the executives separation from service. Accelerated
equity awards are paid upon the termination of employment, death
or disability of the executive.
SHARE
RETENTION POLICY
The Compensation Committee has not established guidelines or
requirements for the ownership of shares of the Companys
common stock by Executive Officers because each of such
executives has had and continues to have a significant equity
interest in the Company.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is or has been an
officer or employee of the Company or any of its subsidiaries.
In addition, no member of the Compensation Committee had any
relationships with the Company or any other entity that require
disclosure under the proxy rules and regulations promulgated by
the SEC.
26
COMPENSATION
COMMITTEE REPORT
The Compensation Committee evaluates and establishes
compensation for Executive Officers and oversees the
Companys stock plans, and other management incentive,
benefit and perquisite programs. Management has the primary
responsibility for the Companys financial statements and
reporting process, including the disclosure of executive
compensation. With this in mind, the Compensation Committee
reviewed and discussed with management the Compensation
Discussion and Analysis found on pages
15-18
of
this proxy statement. The Compensation Committee is satisfied
that the Compensation Discussion and Analysis fairly and
completely represents the philosophy, intent, and actions of the
Company with regard to executive compensation. Based upon this
review and discussion with management, we recommended to the
Board of Directors that the Compensation Discussion and Analysis
be included in this proxy statement for filing with the
Securities and Exchange Commission, and incorporated by
reference into the Annual Report on
Form 10-K
for the year ended December 31, 2009.
Compensation Committee
John E. Burns, Chair
Anthony P. Gammie
James R. Boldt
THE FOREGOING REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AND SHOULD NOT BE DEEMED
INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING
BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE
AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
CERTAIN
TRANSACTIONS
Edward Killeen, the Companys Senior Executive Vice
President of Operations is the
brother-in-law
of the Chief Executive Officer. Mr. Killeens total
compensation for 2009 was $210,399.
The Company has engaged Locke Acquisition Group, LLC as a broker
to purchase and sell real property. During 2009 the Company paid
Locke Acquisition Group LLC $512,850 in commissions. Jonathan
Attea, son of the Chief Executive Officer of the Company, is an
employee of Locke Acquisition Group, however, he does not hold
any equity in that company nor is he an officer or director.
Frederick G. Attea, brother of the Companys Chief
Executive Officer, is a partner of the law firm of Phillips
Lytle LLP, which has represented and is currently representing
the Company and Sovran HHF Storage Holdings LLC. Phillips Lytle
LLPs legal fees for services rendered to the Company for
2009 totaled $806,718 and its legal fees for services rendered
to Sovran HHF Storage Holdings LLC, a joint venture in which the
Company has a 20% ownership interest, totaled $22,877.
The transactions and arrangements above were reviewed and
disclosed under the Companys policies and procedures
regarding related party transactions.
The Company has entered into indemnification agreements with
each of its Executive Offices and directors containing
provisions that may require the Company, among other things, to
indemnify those officers and directors against liabilities that
may arise by reason of their status or service as officers or
directors. The agreements also provide for the Company to
advance to the officers and directors expenses that they expect
to incur as a result of any proceeding against them as to which
they could be indemnified. The Company also intends to execute
such agreements with its future directors and executive officers.
27
PROPOSALS OF
SHAREHOLDERS FOR THE 2011 ANNUAL MEETING
To be considered for inclusion in the proxy materials for the
2011 Annual Meeting of Shareholders, Shareholder proposals must
be received by the Secretary of the Company, 6467 Main Street,
Williamsville, New York 14221, no later than December 11,
2010.
The Companys By-Laws set forth the procedure to be
followed by a Shareholder who wishes to recommend one or more
persons for nomination to the Board of Directors or present a
proposal at an Annual Meeting (other than a proposal submitted
for inclusion in the Companys proxy materials). Only a
Shareholder of record entitled to vote at an Annual Meeting may
present a proposal and must give timely written notice thereof
to the Secretary of the Company at the address noted above.
Generally, such notice must be received by the Company not less
than 75 days nor more than 180 days prior to the
anniversary date of the immediately preceding Annual Meeting.
However, if such meeting is called for a date more than seven
days prior to the anniversary date, then the notice must be
received not later than the close of business on (i) the
20th day following the earlier of (a) the date on
which notice of the date of the meeting was mailed to
Shareholders or (b) the date on which the date of such
meeting was publicly disclosed, or (ii) if the date of
notice or public disclosure occurs more than 75 days prior
to the scheduled date of the meeting, then the later of
(a) the 20th day following the first to occur of such
notice or public disclosure or (b) the 75th day prior
to the scheduled date of the meeting.
OTHER
MATTERS
At the time of the preparation of this Proxy Statement, the
Board of Directors of the Company did not contemplate or expect
that any business other than that pertaining to the subjects
referred to in this Proxy Statement would be brought up for
action at the meeting, but in the event that other business
calling for a Shareholders vote does properly come before
the meeting, the Proxies will vote thereon according to their
best judgment in the interest of the Company.
A COPY OF SOVRAN SELF STORAGE, INC.S ANNUAL REPORT ON
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2009 FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT CHARGE TO THOSE
SHAREHOLDERS WHO WOULD LIKE MORE DETAILED INFORMATION CONCERNING
THE COMPANY. TO OBTAIN A COPY, PLEASE WRITE TO: DAVID L. ROGERS,
SECRETARY, SOVRAN SELF STORAGE, INC., 6467 MAIN STREET,
WILLIAMSVILLE, NEW YORK, 14221. THE
10-K
IS ALSO
AVAILABLE ON THE COMPANYS WEBSITE
(
www.sovranss.com
).
By Order of the Board of Directors,
David L. Rogers
Secretary
April 9, 2010
28
ANNUAL MEETING OF SHAREHOLDERS OF SOVRAN SELF STORAGE, INC. May 26, 2010 Important Notice Regarding
the Availability of Proxy Materials for the Shareholder Meeting to be held on May 26, 2010: The
Proxy Statement, Form 10-K for the year ended December 31, 2009 and the Annual Report to
Shareholders are available at www.sovranss.com/2010annualmeeting Please sign, date and mail your
proxy card in the envelope provided as soon as possible. Please detach along perforated line and
mail in the envelope provided. 20630000000000001000 5 052610 THE DIRECTORS RECOMMEND A VOTE FOR
ELECTION OF ALL NOMINEES AND FOR PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN 1.
Election of Directors: 2. Ratification of the appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm NOMINEES: for fiscal year 2010. FOR ALL NOMINEES O
Robert J. Attea O Kenneth F. Myszka 3. In their discretion, the proxies are authorized to vote upon
any other matters of O John E. Burns business which may properly come before the meeting, or, any
adjournment(s) WITHHOLD AUTHORITY FOR ALL NOMINEES O Anthony P. Gammie thereof. O Charles E. Lannon
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE FOR ALL EXCEPT O James R. Boldt COMPANY.
(See instructions below) PLEASE MARK, SIGN, DATE & RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. TO
INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE HEREOF. INSTRUCTIONS: To withhold
authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next
to each nominee you wish to withhold, as shown here: Please check here if you plan to attend the
meeting. To change the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered name(s) on the
account may not be submitted via this method. Signature of Shareholder Date: Signature of
Shareholder Date: Note: Please sign exactly as your name or names appear 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.
|
1 SOVRAN SELF STORAGE, INC. SOLICITED BY THE BOARD OF DIRECTORS for the Annual Meeting of
Shareholders May 26, 2010 As an alternative to completing this form, you may enter your vote
instruction by telephone at 1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the
simple instructions. Use the Company Number and Account Number shown on your proxy card. Robert J.
Attea, Kenneth F. Myszka and David L. Rogers, and each of them with full power of substitution, are
hereby appointed proxies to vote all shares (unless a lesser number is specified on the other side)
of the stock of Sovran Self Storage, Inc. that are held of record by the undersigned on March 24,
2010 at the Annual Meeting of Shareholders of Sovran Self Storage, Inc., to be held at the
Companys headquarters, 6467 Main Street, Williamsville, New York 14221, on May 26, 2010 at 9:00
a.m., local time, and any adjournments thereof, with all powers the undersigned would possess if
personally present, for the election of directors, on each of the other matters described in the
Proxy Statement and otherwise in their discretion. The shares represented by this Proxy will be
voted as directed by the shareholders. If no direction is given, such shares will be voted for
election of all nominees for directors listed in Proposal 1 and for Proposal 2. Please return this
proxy card promptly using the enclosed envelope. COMMENTS: (To be Signed on Reverse Side) 14475
|
Life Storage (NYSE:LSI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Life Storage (NYSE:LSI)
Historical Stock Chart
From Jul 2023 to Jul 2024