BRE Properties 8-K 2011
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 14, 2011
BRE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
525 Market Street, 4th Floor, San Francisco, California 94105-2712
(Address of principal executive offices) (Zip code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2011, the compensation committee of our board of directors (the Compensation Committee) approved base salaries of $540,750 and $385,000, and cash incentive award targets of approximately 125% and 105% of base salary, for Constance B. Moore, our President and Chief Executive Officer, and Stephen C. Dominiak, our Executive Vice President, Chief Investment Officer, respectively, effective January 1, 2012.
Performance Restricted Stock Award Agreement
On December 14, 2011, the Compensation Committee adopted a new form of Performance Restricted Stock Award Agreement to evidence future grants of performance restricted shares to be made pursuant to our 1999 BRE Stock Incentive Plan to certain of our executive officers, including our chief executive officer, chief financial officer and the other named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission).
Our form of executive officer Performance Restricted Stock Award Agreement sets forth the terms and conditions on which restricted shares of our common stock are earned by the award recipient. 50% of each award will be earned ratably over four years on each anniversary of the grant date subject to continuous employment, and 50% will be earned on the fourth anniversary of the grant date, determined based on our achievement of performance goals and subject to certain adjustments as set forth in the Performance Restricted Stock Award Agreement, with the exact number of shares earned determined based upon our performance over a four year period. The vesting of 85% of the performance shares at the end of the fourth year is based upon measurable performance criteria to be established by the Compensation Committee with the remaining 15% of the performance shares to be earned based upon an evaluation by the Compensation Committee of the performance of BRE in completing and/or carrying out the execution of BREs business plan, the flexibility in decision making and maintenance of the opportunity to be flexible, portfolio management, balance sheet management, focus on organizational objectives, progress on initiatives and such other aspects as the Compensation Committee may decide. This separate set of performance shares will vest in an amount equal to a percentage between zero and 200%.
An additional number of performance shares may also be awarded if any Goal (as defined in the Performance Restricted Stock Award Agreement) achieved as of the performance vesting date is greater than the target for such Goal, with the actual number of shares awarded being determined based on the extent by which the target for each Goal is exceeded. The maximum number of these additional performance shares which may vest and be awarded is equal to 100% of the performance shares award, including any performance shares awarded pursuant to the immediately preceding paragraph.
The foregoing description of our form of executive officer Performance Restricted Stock Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of our form of executive officer Performance Restricted Stock Award Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.