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 (Amendment No. )
Filed by the Registrant
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Specified in Its Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange
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offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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March 24,
2010
Dear Stockholder:
You are cordially invited to attend the 2010 Annual Meeting of
Stockholders of AMB PROPERTY CORPORATION. The Annual Meeting
will be held on May 6, 2010, at 2:00 p.m., Pacific
time, at AMB Property Corporations global headquarters,
which are located at Pier 1, Bay 1, San Francisco,
California 94111. Information about the Annual Meeting and the
matters on which the stockholders will act is included in the
Notice of Annual Meeting of Stockholders and Proxy Statement
that follow.
It is important that your shares be represented at the meeting.
Whether or not you plan to attend, please vote your proxy via
the Internet, by telephone or by returning a proxy card.
Returning your proxy does not deprive you of your right to
attend the meeting and vote your shares in person.
We are pleased to be furnishing proxy materials to our
stockholders primarily on the Internet instead of delivery by
mail. We believe that electronic delivery should expedite
stockholders receipt of proxy materials, while lowering
the cost of delivery and reducing the environmental impact of
printing and mailing paper copies.
On March 24, 2010, we mailed our stockholders a Notice of
Internet Availability of Proxy Materials containing instructions
on how to access our 2010 Proxy Statement and 2009 Annual Report
and vote online. The notice also included instructions on how to
receive the proxy materials through
e-mail
and
how to receive printed copies of the proxy materials through the
mail. If you received your annual meeting materials through
e-mail,
the
e-mail
contained voting instructions and links to the 2010 Proxy
Statement and 2009 Annual Report on the Internet, which are both
available electronically at
www.edocumentview.comamb
.
We encourage you to read our Annual Report and hope you will
find it interesting and useful.
Thank you for your continued interest in AMB.
Sincerely,
HAMID R. MOGHADAM
Chairman and CEO
This proxy statement and accompanying form of proxy are first
being made available to you on or about March 24, 2010.
AMB
PROPERTY CORPORATION
Pier 1, Bay 1
San Francisco, California 94111
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held On May 6, 2010
To the Stockholders of AMB Property Corporation:
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TIME
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2:00 p.m., Pacific time, on May 6, 2010
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PLACE
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AMB Property Corporation, Pier 1, Bay 1, San Francisco,
California 94111
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ITEMS OF BUSINESS
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1. To elect nine directors to our Board of Directors to
serve until the next annual meeting of stockholders and until
their successors are duly elected and qualified
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2. To ratify the selection of PricewaterhouseCoopers LLP as
our independent registered public accounting firm for the year
ending December 31, 2010
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3. To transact such other business as may properly come
before the Annual Meeting or any adjournment(s) or
postponement(s) thereof
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RECORD DATE
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Holders of shares of our common stock of record at the close of
business on March 3, 2010 are entitled to notice of and to
vote at the Annual Meeting or any adjournment(s) or
postponement(s) thereof.
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ANNUAL REPORT
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Our 2009 Annual Report is enclosed.
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PROXY VOTING
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It is important that your shares be represented and voted at the
Annual Meeting. You can vote your shares by one of the following
methods: vote by proxy over the Internet, by telephone or by
mail using the instructions on your proxy card. Any proxy may be
revoked in the manner described in the accompanying proxy
statement at any time prior to its exercise at the Annual
Meeting.
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Important
Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 6,
2010
The 2010
proxy materials and our 2009 Annual Report are available at
www.edocumentview.comamb.
By Order of the Board of Directors,
TAMRA D. BROWNE
Senior Vice President, General Counsel and Secretary
March 24, 2010
San Francisco, California
TABLE OF CONTENTS
AMB
PROPERTY CORPORATION
Pier 1, Bay 1
San Francisco, California 94111
ANNUAL
MEETING OF STOCKHOLDERS
To Be Held On May 6,
2010
PROXY
STATEMENT
INFORMATION
CONCERNING THE PROXY MATERIALS AND THE ANNUAL MEETING
Our Board of Directors is soliciting proxies to be voted at the
2010 Annual Meeting of Stockholders and at any adjournment(s) or
postponement(s) thereof. You are invited to attend our Annual
Meeting of Stockholders to be held on May 6, 2010 at our
global headquarters, which are located at Pier 1, Bay 1,
San Francisco, California 94111, beginning at
2:00 p.m., Pacific time (the Annual Meeting).
Your vote is very important. For this reason, our Board of
Directors is requesting that you permit your common stock to be
represented at the meeting by the proxies named on the proxy
card. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought
before the meeting. Please read it carefully.
Please note the following regarding the effect of not casting
your vote.
If you hold your shares in street
name, it is critical that you cast your vote if you want it to
count in the election of directors (Proposal 1 of this
proxy statement). In the past, if you held your shares in street
name and you did not indicate how you wanted to vote those
shares in the election of directors, your bank or broker was
allowed to vote those shares on your behalf as they felt
appropriate. Due to recent regulatory changes, your bank or
broker no longer has to the ability to vote your uninstructed
shares in the election of directors on a discretionary basis.
Thus, if you hold your shares in street name and you do not
instruct your bank or broker how to vote in the election of
directors, no votes will be cast on your behalf. Your bank or
broker will, however, continue to have discretion to vote
uninstructed shares on the ratification of the appointment of
the companys independent registered public accounting firm
(Proposal 2 of this proxy statement). If you are a
stockholder of record and you do not cast your vote, no votes
will be cast on your behalf on any of the items of business at
the Annual Meeting of Stockholders.
Voting materials, which include this proxy statement and our
2009 Annual Report to Stockholders, were made available to
stockholders beginning on or about March 24, 2010. If you
requested printed versions of these proxy materials by mail,
these materials also include the proxy card for the Annual
Meeting. Our global headquarters are located at Pier 1, Bay 1,
San Francisco, California 94111, telephone
(415) 394-9000.
References herein to we, us,
our, the company and AMB
refer to AMB Property Corporation and its subsidiaries, unless
the context otherwise requires.
QUESTIONS
AND ANSWERS
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Q:
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Who may vote at the Annual Meeting?
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A:
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Holders of record of AMB Property Corporation common stock at
the close of business on the record date, March 3, 2010,
are entitled to notice of and to vote at the Annual Meeting. As
of March 3, 2010, there were 149,916,828 shares of our
common stock outstanding. Each issued and outstanding share of
common stock is entitled to one vote on each matter properly
brought before the Annual Meeting.
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Q:
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What proposals will be voted on at the Annual Meeting?
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A:
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At the Annual Meeting, you will be asked to consider and vote
upon two proposals.
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1. The election of nine directors to serve until the next
annual meeting of stockholders and until their successors are
duly elected and qualified; and
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2. The ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2010.
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We will also consider other matters that may properly come
before the Annual Meeting.
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Q:
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How does the Board recommend that I vote?
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A:
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Our Board recommends that you vote:
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FOR each of the nominees to the Board;
and
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FOR ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2010.
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Q:
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What is the vote required to approve each of the
proposals?
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A:
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The following table sets forth the voting requirement with
respect to each of the proposals:
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Proposal 1
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Election of Directors
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Each director must be elected by a majority of the votes cast.
Accordingly, to elect a particular director nominee, the number
of votes cast FOR a director nominee by the holders
of shares entitled to vote on the election of directors and
represented in person or by proxy at the Annual Meeting must
exceed the number of such votes cast AGAINST that
director nominee. Please see the section entitled Majority
Vote Standard for Election of Directors for a more
detailed description of the majority voting procedures in our
Bylaws and Corporate Governance Principles and for an
explanation of the required vote in a contested election.
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Proposal 2
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Ratification of appointment of independent registered public
accounting firm
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To be approved by stockholders, this proposal must receive the
affirmative FOR vote of a majority of votes cast on
this proposal at the Annual Meeting.
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For the election of directors, abstentions and broker non-votes
are not counted as votes cast, and will have no effect on the
result of the vote. For the ratification of selection of our
independent registered public accounting firm, abstentions and,
if applicable, broker non-votes are not counted as votes cast
and will have no effect on the result of the vote.
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Q:
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What is the quorum requirement for the meeting?
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A majority of the shares of common stock outstanding as of the
record date must be represented, in person or by proxy, at the
Annual Meeting in order to hold the meeting and transact
business. This is called a quorum.
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Your shares are counted as present at the meeting if you:
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are present and entitled to vote in person at the
meeting; or
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have properly submitted a proxy card or voted by
telephone or by using the Internet.
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If you are present at the meeting in person or by proxy, but you
abstain from voting on any or all proposals, your shares are
still counted as present and entitled to vote.
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Broker non-votes are also counted as present and
entitled to vote for purposes of determining a quorum. A broker
non-vote occurs when a nominee holding shares of our
common stock for a beneficial owner is present at the meeting,
in person or by proxy, and entitled to vote, but does not vote
on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not
received instructions from the beneficial owner.
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Q:
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How can I vote my shares in person at the Annual Meeting?
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A:
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Your vote is important.
If your shares are
registered directly in your name with our transfer agent,
Computershare Trust Company, N.A., you are considered the
stockholder of record with respect to those shares, and a notice
or printed copies of the proxy materials and proxy card are
being sent directly to you by AMB. As the stockholder of record,
you have the right to vote in person at the meeting. If you
choose to vote in person at the meeting, you can bring the
enclosed proxy card, if you received printed copies of the proxy
materials, or vote using the ballot provided at the meeting.
Even if you plan to attend the Annual Meeting, we recommend that
you vote your shares in advance so that your vote will be
counted if you later decide not to attend the Annual Meeting.
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Most of our stockholders hold their shares in street name
through a broker, bank, trustee or other nominee rather than
directly in their own name. In that case, you are considered the
beneficial owner of shares held in street name, and a notice or
printed copies of the proxy materials are being forwarded to you
together with a voting instruction card. As the beneficial
owner, you are also invited to attend the Annual Meeting.
However, because a beneficial owner is not the stockholder of
record, you may not vote these shares in person at the meeting
unless you obtain a legal proxy from the broker,
bank, trustee or nominee that holds your shares, which will give
you the right to vote the shares at the meeting. You will need
to contact your broker, bank, trustee or nominee to obtain a
legal proxy, and you will need to bring it to the meeting in
order to vote in person.
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Q:
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How can I vote my shares without attending the Annual
Meeting?
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A:
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Whether you hold shares directly as a stockholder of record or
beneficially in street name, you may direct your vote without
attending the Annual Meeting. You may vote by granting a proxy,
or, for shares held in street name, by submitting voting
instructions to your broker, bank, trustee or nominee. In most
cases, you will be able to do this by telephone, by using the
Internet or by mail. Please refer to the summary instructions
included with your proxy materials and on your proxy card. For
shares held in street name, the voting instructions will be
communicated to you by your broker, bank, trustee or nominee.
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By Telephone or the Internet
If you have
telephone or Internet access, you may submit your proxy by
following the instructions included with your proxy materials
or, if you requested a printed copy of the proxy materials, on
your proxy card.
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By Mail
If you requested a printed copy of
the proxy materials, you may submit your proxy by mail by
signing your proxy card, or, for shares held in street name, by
following the voting instruction card included by your broker,
bank, trustee or nominee and mailing it in the enclosed,
postage-paid envelope. If you provide specific voting
instructions, your shares will be voted as you have instructed.
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The Internet and telephone proxy voting facilities for
stockholders of record will close at 11:59 p.m., Pacific
Time, on May 5, 2010.
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The availability of telephone and Internet voting for beneficial
owners will depend on the voting processes of your broker, bank,
trustee or nominee. Therefore, we recommend that you follow the
voting instructions in the materials you accessed on the
Internet or received by mail.
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If you vote by telephone or on the Internet, you do not have to
return a proxy card or voting instruction card.
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The Internet and telephone proxy voting procedures are designed
to authenticate stockholders by use of a control number and to
allow stockholders to confirm that their instructions have been
properly recorded. The method by which you vote will in no way
limit your right to vote at the Annual Meeting if you later
decide to attend in person.
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Q:
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How can I change my vote after I have voted?
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A:
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You may revoke your proxy at any time and change your vote at
any time before the final vote at the Annual Meeting. If you are
a stockholder of record, you may do this by signing and
submitting a written notice to Tamra D. Browne, Corporate
Secretary of the Company, by submitting a new proxy card with a
later date, by voting by telephone or by using the Internet
(your latest telephone or Internet proxy is counted) or by
attending and voting by ballot at the Annual Meeting. If you
hold your shares beneficially in street name, you will need to
contact
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your broker, bank, trustee or other nominee to obtain a legal
proxy. Merely attending the Annual Meeting will not revoke a
proxy unless you specifically request your proxy to be revoked.
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All shares that have been properly voted and not revoked will be
voted at the Annual Meeting.
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Q:
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What happens if I do not give specific voting
instructions?
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A:
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If you hold your shares directly in your name, and you sign and
return a proxy card without giving specific voting instructions,
the shares of common stock represented by that proxy will be
voted as recommended by the Board of Directors.
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If you hold your shares in street name through a broker, bank,
trustee or other nominee and do not provide your broker with
specific voting instructions, your broker will have discretion
to vote such shares on routine matters, but not on non-routine
matters. As a result, your broker will have the authority to
exercise discretion to vote your shares with respect to
Proposal 2 (ratification of the selection of independent
registered public accounting firm) because that matter is
considered routine. However, your broker will
not
have
the authority to vote your shares with respect to
Proposal 1 (election of directors) because that matter is
considered non-routine.
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If no voting instructions are received from you, and provided
that you hold your shares in street name, typically, your broker
will turn in a proxy card for shares held in street name,
indicating a FOR vote on the routine matters.
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Q:
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Why did I receive a notice in the mail regarding the Internet
availability of proxy materials instead of a full set of proxy
materials?
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A:
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We have implemented the new Notice and Access Rule enacted by
the U.S. Securities and Exchange Commission for distribution of
materials for AMBs 2010 Annual Meeting of Stockholders.
Accordingly, we are sending a Notice of Internet Availability of
Proxy Materials (the Notice) to our stockholders of
record and our beneficial owners. All stockholders will be able
to access the proxy materials through the Internet at the
website address noted on the Notice or may request to receive
printed copies of the proxy materials instead. We believe that
the electronic delivery of materials is an innovative proxy
communication solution that will allow us to provide our
stockholders with the materials they need, while lowering the
cost of delivery and reducing the environmental impact of
printing and mailing paper copies.
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Q:
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How can I access the 2010 proxy materials and 2009 annual
report electronically?
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A:
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The Notice provides you with instructions regarding how to view
our proxy materials on the Internet. Specifically, you may view
a copy of the 2010 proxy materials and 2009 Annual Report on the
Internet by visiting
www.edocumentview.comamb
.
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You may also access an electronic copy of our 2009 Annual Report
at the Investor Relations section of our website,
www.amb.com/en/media/annual_reports.html
.
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Q:
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How may I elect to receive future proxy materials
electronically instead of by mail?
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A:
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If you wish to receive future proxy materials electronically by
e-mail
instead of by mail, you may register to do so at the Investor
Relations page of our website,
www.amb.com
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By choosing to receive your future proxy materials by
e-mail,
you
would save us the cost of printing and mailing documents to you
and would reduce the impact of our annual stockholders
meetings on the environment. If you register to receive future
proxy materials electronically by
e-mail,
you
will receive an
e-mail
next
year with instructions on how to access those proxy materials
and how to vote. If you change your
e-mail
address in the meantime, you will need to update your
registration. Your election to receive proxy materials
electronically by
e-mail
will
remain in effect until you terminate it.
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Q:
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What happens if additional matters are presented at the
Annual Meeting?
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A:
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Other than the two items of business described in this proxy
statement, we do not anticipate that any other matters would be
raised at the Annual Meeting. If any other matters are properly
presented at the Annual
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Meeting for consideration, the persons named as proxies and
acting thereunder will have discretion to vote on those matters
for you.
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Q:
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Who will pay for the cost of this proxy solicitation?
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A:
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We will pay the cost of soliciting proxies. Proxies may be
solicited on our behalf by our directors, officers or employees
in person or by telephone, facsimile or other electronic means.
These people will not be specially compensated for their
solicitation of proxies.
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In accordance with the regulations of the U.S. Securities and
Exchange Commission and the New York Stock Exchange, we will
also reimburse brokerage firms and other custodians, nominees
and fiduciaries for their expenses incurred in sending proxies
and proxy materials to the beneficial owners of shares of our
common stock.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY
STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED AND THE DELIVERY OF THIS
PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF AMB
PROPERTY CORPORATION SINCE THE DATE OF THIS PROXY STATEMENT.
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Q:
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What is the deadline to propose actions for consideration at
the 2011 Annual Meeting or to nominate individuals to serve as
directors?
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A:
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You may submit proposals, including director nominations, for
consideration at our next annual meeting as follows:
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Deadline for Submitting Stockholder Proposals for Inclusion
in Our 2011 Proxy
Statement.
Rule 14a-8
of the Securities Exchange Act of 1934 provides that certain
stockholder proposals must be included in the proxy statement
for our Annual Meeting. For a stockholder proposal to be
considered for inclusion in the 2011 proxy statement for our
2011 Annual Meeting of Stockholders, our Corporate Secretary,
Tamra D. Browne, must receive the proposal at our principal
executive offices no later than November 25, 2010. The
proposal must comply with the Securities and Exchange Commission
regulations under
Rule 14a-8
of the Securities Exchange Act of 1934 regarding the inclusion
of stockholder proposals in our proxy materials.
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Deadline for Submitting Stockholder Proposals not to be
Included in Our 2011 Proxy Statement.
If you
intend to present a proposal at our 2011 Annual Meeting, but you
do not intend to have it included in our 2011 proxy statement,
your proposal must be delivered to or mailed and received by our
Corporate Secretary not less than 90 days nor more than
120 days prior to May 6, 2011. If, however, the date
of the 2011 Annual Meeting is advanced or delayed by more than
30 days from May 6, 2011, our Corporate Secretary must
receive a stockholders notice not more than 120 days
prior to the date of the 2011 Annual Meeting and not less than
the later of 90 days prior to the date of the annual
meeting, or if less than 100 hundred days notice or prior
public disclosure of the date of the 2011 Annual Meeting is
given or made to stockholders, the close of business on the 10th
day following the day on which notice of the 2011 Annual Meeting
date was mailed or publicly disclosed.
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As set forth in our Bylaws, for stockholder proposals other than
director nominations, such stockholders notice must
contain, among other things, with respect to each proposed
matter: a brief description of the business and the reasons for
conducting such business at the annual meeting; your name; your
record address; the class, series and number of shares you
beneficially hold; and any material interest you or any
stockholder associated person has in such business. Please
review our Bylaws for more information regarding requirements to
submit a stockholder proposal outside of
Rule 14a-8.
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Deadline for Submitting Director Nominations not to be
Included in Our 2011 Proxy Statement.
Under our
Bylaws, nominations for director may be made only pursuant to
the notice of the meeting, by the Board or a committee of the
Board, or by a stockholder entitled to vote who delivered notice
to us in accordance with our Bylaws. If you want to nominate an
individual for election to our Board at the 2011 Annual Meeting,
you must deliver a written notice to our Corporate Secretary
which is received not less than 90 days nor more than
120 days prior to May 6, 2011. If, however, the date
of the 2011 Annual Meeting is advanced or delayed by more
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than 30 days from May 6, 2011, our Corporate Secretary
must receive a stockholders notice not more than
120 days prior to the date of the 2011 Annual Meeting and
not less than the later of 90 days prior to the date of the
annual meeting, or if less than 100 hundred days notice or
prior public disclosure of the date of the 2011 Annual Meeting
is given or made to stockholders, the close of business on the
10th day following the day on which notice of the 2011 Annual
Meeting date was mailed or publicly disclosed.
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As set forth in our Bylaws, for director nominations, such
stockholders notice must contain, among other things, with
respect to each proposed nominee: the name, age, business
address and residence address of the proposed nominee; the
principal occupation or employment of the proposed nominee; the
class, series and number of shares beneficially held by the
proposed nominee, the date such shares were acquired and the
investment intent of such acquisition; any other information
relating to the proposed nominee that is required to be
disclosed under Regulation 14A of the Securities Exchange
Act of 1934; the proposed nominees written consent to
serve as a director if elected; a statement whether such person
will tender an irrevocable resignation effective upon failure to
receive the required vote and upon acceptance of such
resignation by the board; and, with respect to the stockholder
giving the notice, your name and record address; and the class,
series and number of shares you beneficially hold, whether and
the extent to which hedging or other transaction(s) have been
entered into by you or on your behalf, and to the extent known
by the stockholder giving notice, the name and address of any
other stockholder giving notice, the name and address of any
other stockholder supporting the nominee for election or
re-election as a director, as well as similar information
regarding any stockholder associated person. We may require a
proposed nominee to furnish other information to determine the
eligibility of such proposed nominee to serve as a one of our
directors, including, without limitation, information regarding
the skills, qualifications and experience of a proposed nominee,
as well as the other items set forth under the Nominating
and Governance Committee section below. Please review our
Bylaws for more information regarding requirements to nominate
directors.
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Copy of Bylaws.
A copy of the full text of our
Bylaws may be obtained by writing to our Corporate Secretary at
Pier 1, Bay 1, San Francisco, California 94111.
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The date of this proxy statement is March 24, 2010.
6
PROPOSAL 1:
ELECTION OF DIRECTORS
Our Board of Directors currently consists of nine directors. A
majority of the Board must be independent directors as defined
by the New York Stock Exchange listing standards. Our Board has
adopted the New York Stock Exchange listing standards of
director independence. In general, an independent director is a
director who the Board affirmatively determines has no material
relationship with us. Under the New York Stock Exchanges
rules, the following relationships are considered material and
will cause a director to be deemed not independent:
(i) a director who is, or within the past three years has
been, our employee, or who has an immediate family member who
is, or within the past three years has been, one of our
executive officers;
(ii) a director who has received, or has an immediate
family member who has received, during any twelve-month period
within the last three years, more than $120,000 in direct
compensation from us, other than director and committee fees and
pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way
on continued service);
(iii) a director who is a current partner or employee (or
has an immediate family member who is a current partner) of our
internal or external auditor;
(iv) a director who has an immediate family member who is a
current employee of our internal or external auditor and who
personally worked on our audit;
(v) a director who was (or has an immediate family member
who was) within the last three years a partner or employee of
our internal or external auditor and personally worked on our
audit within that time;
(vi) a director who is or has been (or has an immediate
family member who is or has been) within the last three years,
employed as an executive officer of another company where any of
our present executive officers simultaneously serve or served on
that companys compensation committee; and
(vii) a director who is a current employee (or has an
immediate family member who is a current executive officer) of a
company that has made payments to, or received payments from, us
for property or services in an amount which, in any of the last
three fiscal years, exceeds the greater of $1 million, or
2% of such other companys consolidated gross revenues.
Our Board of Directors has affirmatively determined that eight
out of nine presently elected directors (specifically, T. Robert
Burke, David A. Cole, Lydia H. Kennard, J. Michael Losh,
Frederick W. Reid, Jeffrey L. Skelton, Thomas W. Tusher and Carl
B. Webb) are independent directors in accordance with the New
York Stock Exchange listing standards, our corporate governance
principles and our Bylaws. In determining the independence of
the members of the Board of Directors, the Board considered
Mr. Burkes prior relationship with AMB as a
co-founder and as an employee until 2000, and determined that
this relationship did not affect the independence determination
with respect to Mr. Burke.
For J. Michael Losh, a majority of our Board, including the
chair of our Nominating and Governance Committee, waived the
limitation contained in our Corporate Governance Principles that
no director may serve on the boards of more than five other
public companies because the Board believes that
Mr. Loshs substantial ability, experience and
expertise in public company financial reporting and management
while serving as Chief Financial Officer of General Motors, a
Fortune 100 company, among other similar positions,
significantly benefits the Board and the company. The Board also
determined that Mr. Loshs service on other public
company boards did not hinder his service to the company as he
is currently retired and not serving in an executive officer
capacity for another company.
The shares represented by the proxies will be voted for the
election of each of the nominees named below, unless you
indicate in the proxy that your vote should be cast against any
or all of them or that you abstain. Each nominee elected as a
director will continue in office until his or her successor has
been duly elected and qualified, or until the earliest of his or
her resignation, retirement or death.
7
Nominees
For Director
The Board of Directors has proposed the following nominees for
election as directors at the Annual Meeting: Hamid R. Moghadam,
T. Robert Burke, David A. Cole, Lydia H. Kennard, J. Michael
Losh, Frederick W. Reid, Jeffrey L. Skelton, Thomas W. Tusher
and Carl B. Webb. Each of the nominees is currently serving as a
director of AMB Property Corporation. All members of the Board
serve a one-year term, which expires at the following annual
meeting of stockholders when their successors are duly elected
and qualified.
The Board of Directors recommends a vote FOR the election of
each of the nominees as directors.
Each of the nominees has consented to be named in this proxy
statement and to serve as a director if elected. Information
about each nominees share ownership is set forth under the
section entitled Security Ownership of Certain Beneficial
Owners and Management. The principal occupation and
certain other information regarding the nominees are set forth
below as of the record date.
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Hamid R. Moghadam
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Age:
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53
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Director since:
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1997
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AMB Board Committees:
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Member, Executive Committee
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Recent business and educational experience:
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One of the founders (in 1983) of the predecessor to AMB Property
Corporation, Mr. Moghadam has over 28 years of experience
in real estate. He is currently our Chairman and Chief Executive
Officer. Mr. Moghadam holds bachelors and masters
degrees in engineering from the Massachusetts Institute of
Technology and an M.B.A. degree from the Graduate School of
Business at Stanford University.
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Directorships and other memberships:
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Mr. Moghadam is a member of the board of trustees of Leland
Stanford Junior University, is the Chairman of the board of
directors of Stanford Management Company, and is a former member
of the Stanford Graduate School of Business Advisory Council and
its Campaign Steering Committee. He is a former Chairman of the
Executive Committee and the Board of Governors of the National
Association of Real Estate Investment Trusts, is a former
Chairman of the Real Estate Investment Trust Political Action
Committee, is a former member of the board of directors of Plum
Creek Timber Company, is a founding member of the Real Estate
Roundtable, is a former member of the advisory board of the Wine
Group and has served on various committees of the Massachusetts
Institute of Technology. In addition, as an active participant
in the San Francisco Bay Area community, he has served on
various philanthropic and community boards, including the
California Academy of Sciences, the Bay Area Discovery Museum,
Town School for Boys, and as Chairman of the Young
Presidents Organizations (YPO) Northern California
Chapter. As a result of these and other professional
experiences, Mr. Moghadam possesses particular knowledge
and experience about AMB and in the real estate and real estate
investment trust industry that strengthen the Boards
collective qualifications, skills and experience.
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8
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T. Robert Burke
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Age:
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67
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Director since:
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1997
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AMB Board Committees:
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Chair, Executive Committee
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Recent business and educational experience:
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Mr. Burke is one of the founders (in 1983) of the predecessor to
AMB Property Corporation. From November 1997 to December 1999,
Mr. Burke was our Chairman of the Board. He was formerly a
senior real estate partner with Morrison & Foerster LLP
and, for two years, served as that firms Managing Partner
for Operations. Mr. Burke graduated from Stanford University and
holds a J.D. degree from Stanford Law School.
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Directorships and other memberships:
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Mr. Burke is a former member of the Board of Governors of the
National Association of Real Estate Investment Trusts, and is a
former member of the Board of Trustees of Stanford University.
Mr. Burke is also the former Chairman of the Board of Directors
of the Pension Real Estate Association. As a result of these and
other professional experiences, Mr. Burke possesses particular
knowledge and experience about AMB and in the real estate and
real estate investment trust industry that strengthen the
Boards collective qualifications, skills and experience.
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David A. Cole
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Age:
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67
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Director since:
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2000
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AMB Board Committees:
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Chair, Compensation Committee
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Recent business and educational experience:
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Mr. Cole was named Chairman of the Board and Chief Executive
Officer of Kurt Salmon Associates, a global management
consulting firm, in January 1988. He retired as Chief Executive
Officer in December 1998 and continued to serve as Chairman of
the Board until January 2001. He served as Chairman Emeritus
until 2009. Mr. Cole holds a bachelors degree in
engineering from Auburn University and has successfully
completed the Advanced Management Program at Harvard Business
School.
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Directorships and other memberships:
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Mr. Cole is a member of the Board of Directors of PRGX, Inc., a
publicly traded provider of audit recovery, analytic and
advisory services, is Chairman of its governance and nominating
committee and serves on its compensation committee. He served
as Chairman of the Board of Directors of PRGX, Inc. from 2005 to
2006. Mr. Cole is a member of the Board of Directors of
Americorp Holding, Inc., a privately held operator of healthcare
clinics. He is also a member of the Advisory Board of Goizueza
Business School at Emory University and a trustee of the
Galloway School in Atlanta, Georgia. As a result of these and
other professional experiences, Mr. Cole possesses particular
knowledge and experience in strategic planning and leadership of
complex organizations that strengthen the Boards
collective qualifications, skills and experience.
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9
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Lydia H. Kennard
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Age:
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55
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Director since:
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2004
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AMB Board Committees:
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Chair, Nominating and Governance Committee
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Recent business and educational experience:
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From 1999 to 2003 and again from October 2005 to February 2007,
Ms. Kennard served as Executive Director of Los Angeles World
Airports, a system of airports comprising Los Angeles
International, Palmdale Regional and Van Nuys General Aviation
Airports. She is currently a principal of Airport Property
Ventures, LLC. She served as Deputy Executive for Design and
Construction for Los Angeles World Airports from 1994 to 1999.
Ms. Kennard holds a J.D. degree from
Harvard Law School, a masters degree in city
planning from the Massachusetts Institute of Technology, and a
bachelors degree in urban planning and management from
Stanford University.
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Directorships and other memberships:
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Ms. Kennard is a director of Intermec, Inc., an industrial
technologies company, a member of the UniHealth Foundation
Board, a member of the California Air Resources Board, a trustee
for RAND Corporation, where she serves on the executive and
audit committees, a trustee for the Polytechnic School, a
trustee for the University of Southern California, a director of
URS Corporation, where she serves on the nominating and
governance committee, a trustee for the Marlborough School,
where she serves on the audit and development committees, and is
a former director of IndyMac Bank. As a result of these and
other professional experiences, Ms. Kennard possesses particular
knowledge and experience in the airport and aviation industries
that strengthen the Boards collective qualifications,
skills and experience.
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J. Michael Losh
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Age:
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63
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Director since:
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2003
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AMB Board Committees:
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Chair, Audit Committee
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Recent business and educational experience:
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From July 2004 to May 2005, Mr. Losh served as interim chief
financial officer of Cardinal Health, Inc., a health care
products and services company. Mr. Losh spent 36 years with
General Motors Corporation, most recently as Executive Vice
President and Chief Financial Officer of General Motors from
July 1994 through August 2000 and as chairman of GMAC, General
Motors financial services group, from July 1994 until
1999. He oversaw major capacity expansion programs and
integrated finance functions when he served as finance director
of General Motors de Brazil from 1979 to 1982 and as managing
director of General Motors de Mexico from 1982 to 1984. Mr. Losh
was elected Vice President of General Motors and General Manager
of the Pontiac Division in July 1984, and in June 1989 was named
Vice President and General Manager of the Oldsmobile Division.
From 1992 to 1994, Mr. Losh served as Group Vice President in
charge of North American Vehicle Sales, Service and Marketing.
Mr. Losh holds a B.S. degree in Mechanical Engineering from
Kettering University and an M.B.A. degree from Harvard
University.
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10
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Directorships and other memberships:
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Mr. Losh currently serves on the boards of Care Fusion, a
medical devices company, where he is the presiding director and
serves on the audit committee; AON Corporation, an insurance and
risk management company, where he serves on the governance and
nominating, finance and compensation committees; Masco
Corporation, a home improvement and building products company,
where he serves on the audit committee, the pricing committee
and the compensation committee; H.B. Fuller Company, a chemical
manufacturer, where he serves on the audit committee; and TRW
Automotive Inc., an automotive product company, where he serves
on the audit and compensation committees. As a result of these
and other professional experiences, Mr. Losh possesses
particular knowledge and experience in strategic planning and
leadership of complex organizations, as well as expertise in
finance, that strengthen the Boards collective
qualifications, skills and experience.
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Frederick W. Reid
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Age:
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59
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Director since:
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2003
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AMB Board Committees:
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Member, Compensation Committee; Member, Nominating and
Governance Committee
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Recent business and educational experience:
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Mr. Reid is currently the President of Flexjet and SkyJet U.S.
He served as Chief Executive Officer of Virgin America, a
startup airline that launched operations in August 2007, until
January 2008. Mr. Reid joined Virgin America in April 2004.
Previously, Mr. Reid served as President and Chief Operating
Officer of Delta Airlines from May 2001 to April 2004 and served
as Executive Vice President and Chief Marketing Officer of Delta
Airlines from July 1998 to May 2001. Before joining Delta
Airlines, Mr. Reid served as President and Chief Operating
Officer of Lufthansa German Airlines from April 1997 to June
1998, as Executive Vice President from 1996 to March 1997 and as
Senior Vice President, The Americas from 1991 to 1996. Between
1976 and 1991, Mr. Reid held various management positions at
Pan American World Airways and American Airlines, based in
Western Europe, the Middle East and South Asia. Mr. Reid holds a
B.A. degree in Asian Studies from the University of California
at Berkeley.
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Directorships and other memberships:
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He is a member of the Advisory Board for the Taub Institute for
Research on Alzheimers Disease and the Aging Brain. As a
result of these and other professional experiences, Mr. Reid
possesses particular knowledge and experience in the airport and
aviation industry that strengthen the Boards collective
qualifications, skills and experience.
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11
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Jeffrey L. Skelton
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Age:
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60
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Director since:
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1997
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AMB Board Committees:
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Member, Audit Committee; Member, Executive Committee
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Recent business and educational experience:
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Mr. Skelton served as President and Chief Executive Officer of
Symphony Asset Management, a subsidiary of Nuveen Investments,
Inc., an investment management firm, from 2004 until his
retirement in 2009. Prior to founding Symphony Asset Management
in 1994, he was with Wells Fargo Nikko Investment Advisors from
January 1984 to December 1993, where he served in a variety of
capacities, including Chief Research Officer, Vice Chairman,
Co-Chief Investment Officer and Chief Executive of Wells Fargo
Nikko Investment Advisors Limited in London. Mr. Skelton
has a Ph.D. in Mathematical Economics and Finance and an M.B.A.
degree from the University of Chicago, and was an Assistant
Professor of Finance at the University of California at
Berkeley, Walter A. Haas School of Business.
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Directorships and other memberships:
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Mr. Skelton is a trustee of the Woodrow Wilson National
Fellowship Foundation. As a result of these and other
professional experiences, Mr. Skelton possesses particular
knowledge and experience in strategic planning and leadership of
complex organizations, as well as expertise in finance, that
strengthen the Boards collective qualifications, skills
and experience.
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Thomas W. Tusher
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Age:
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68
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Director since:
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1997
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AMB Board Committees:
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Member, Compensation Committee
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Recent business and educational experience:
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Mr. Tusher was President and Chief Operating Officer of
Levi Strauss & Co. from 1984 through 1996, when he
retired. Previously, he was President of Levi Strauss
International from 1976 to 1984. Mr. Tusher began his career at
Levi Strauss in 1969. He was a director of the publicly-held
Levi Strauss & Co. from 1978 to 1985, and was named a
director of the privately-controlled Levi Strauss & Co. in
1989, a position he held until his retirement at the end of
1996. Prior to joining Levi Strauss & Co., Mr. Tusher was
with Colgate Palmolive from 1965 to 1969. Mr. Tusher has a
bachelors degree from the University of California at
Berkeley and an M.B.A. degree from the Graduate School of
Business at Stanford University.
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Directorships and other memberships:
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Mr. Tusher is a director of Amisfield Wine Company in
New Zealand. He is a former director of Dash America (Pearl
Izumi), Cakebread Cellars, Great Western Financial Corporation
and the San Francisco Chamber of Commerce. He is also
Chairman Emeritus and a member of the advisory board of the
Walter A. Haas School of Business at the University of
California at Berkeley. Mr. Tusher is also a director of the
World Wildlife Fund, a member of the Board of Trustees of
the California Academy of Sciences and a former director of the
Stanford Graduate School of Business Advisory Council. As a
result of these and other professional experiences, Mr. Tusher
possesses particular knowledge and experience in strategic
planning and leadership of complex organizations that strengthen
the Boards collective qualifications, skills and
experience.
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12
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Carl B. Webb
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Age:
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60
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Director since:
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2007
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AMB Board Committees:
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Member, Audit Committee; Member, Nominating and Governance
Committee
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Recent business and educational experience:
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Mr. Webb currently is a Senior Partner of Ford Management, L.P.,
a Dallas-based private equity firm with a focus on equity
investments in financial service firms nationally. In addition,
Mr. Webb has served as a consultant to Hunters Glen/Ford,
Ltd., a private investment partnership, since November 2002. He
served as the Co-Chairman of Triad Financial Holdings LLC, a
privately held financial services company, from July 2007 to
October 2009, and was the interim President and Chief Executive
Officer from August 2005 to July 2007.
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Previously, Mr. Webb was the President, Chief Operating Officer
and director of Golden State Bancorp Inc. and its subsidiary,
California Federal Bank, FSB, from September 1994 to November
2002. Prior to his affiliation with California Federal Bank,
FSB, Mr. Webb was the President and CEO of First Madison Bank,
FSB (from 1993 to 1994) and First Gibraltar Bank, FSB (from 1988
to 1993), as well as President and Director of First National
Bank at Lubbock (from 1983 to 1988). Mr. Webb received a
Bachelor of Business Administration Degree from West Texas
A&M University and a Graduate Banking Degree from
Southwestern Graduate School of Banking at Southern Methodist
University.
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Directorships and other memberships:
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Mr. Webb is a director of Hilltop Holdings Inc., a
publicly-traded financial services holding company, and M &
F Worldwide Corp., a holding company that manages two financial
institution services companies and a licorice flavorings
manufacturer, where he serves on the audit committee, is a
former director of Plum Creek Timber Company, where he served on
the audit and compensation committees, and is a former director
of Triad Financial SM LLC. As a result of these and other
professional experiences, Mr. Webb possesses particular
knowledge and experience in strategic planning and the financial
and real estate investment trust industries, as well as
expertise in finance, that strengthen the Boards
collective qualifications, skills and experience.
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Director
Qualifications and Skills
Each of the above director nominees were chosen based on their
experience, qualifications and skills to serve on our
companys board of directors. The characteristics we
assessed, while not exhaustive, include the directors
integrity and accountability, judgment, maturity and
supportiveness in working with others, history of high
standards, willingness to commit the time and energy needed to
satisfy the requirements of board and committee membership,
awareness and ongoing education, balance with other commitments,
financial literacy, and compliance with our stock ownership
guidelines. In addition, each candidate was selected based on
his or her talent, skills and experience as discussed in their
biographies and how those characteristics supplement the
resources and talent on the board, as well as, his or her
contribution to the board in a way that can enhance perspective
and experiences through diversity in gender, ethnic background,
geographic origin and professional experience.
Board
Leadership Structure, Corporate Governance and Risk
Oversight
We place a high premium on good corporate governance of the
company because we believe strong corporate governance is key to
strong leadership of the company and that both enhance the value
of the company for our
13
stockholders. We have a non-staggered independent board of
directors who are elected annually by majority vote. We also
currently do not have a stockholder rights plan. In addition, we
have opted out of state anti-takeover provisions that are
frequently adopted by Maryland corporations. For these and other
actions that we have taken to maintain the strong corporate
governance of our company, Green Street Advisors, an analyst
focusing on real estate investment trusts, ranked AMB as the top
real estate investment trust in the area of corporate governance
for 2009. Other institutional investor advisors such as
RiskMetrics have rated AMB in the 97.5% percentile of real
estate companies and the 92.4% percentile of S&P mid-cap
companies in the area of corporate governance as of February
2010.
Our company is led by Hamid R. Moghadam, who is one of the three
founders of AMB Property Corporation. He has served as our Chief
Executive Officer since November 1997 and as our Chairman of the
Board since January 2000. Our board of directors is comprised of
Mr. Moghadam and the eight independent directors listed
above. Our Board of Directors has an Audit Committee, a
Compensation Committee, an Executive Committee and a Nominating
and Governance Committee, and each of their leadership functions
and membership are described below. Each of the audit,
compensation and nominating and governance committees is
comprised solely of independent directors, with each having a
separate committee chair.
With respect to our chairman and CEO positions, we currently
follow the traditional U.S. board leadership structure
where our current CEO also serves as the chairman of the board
of directors. We believe that having a combined CEO and chairman
position, along with independent chairs for each of our board
committees and an independent lead director, provides the best
leadership structure for our company. As one of our founders,
Mr. Moghadam has extensive knowledge and expertise not only
with the real estate and real estate investment trust industry
specifically, but he has the most history and knowledge of our
company. Our combined CEO/chairman position represents our
unified company voice, and works together with our independent
committees/chairs and lead director to make the best strategic
decisions for our company. In his role as chairman,
Mr. Moghadam acts as a facilitator and guide, coordinating
the board of directors affairs. As CEO, he is responsible
for implementing the directives of the board and overseeing
business operations, among other things. This arrangement
provides the board with direct access to management insight into
company affairs and better visibility for the overall strategic
vision of AMB. We believe this leadership structure puts our
company in the best position to navigate the changing economic
environment and place the company into a competitive position to
provide the value to our stockholders.
Our board of directors has the primary responsibility for
overseeing risk management of our company, and our management
provides it with a regular report highlighting his assessments
and recommendations. Our Audit Committee focuses on oversight of
financial risks relating to the company; our Compensation
Committee focuses primarily on risks relating to remuneration of
our officers and employees; while our Nominating &
Governance Committee focuses on reputational and corporate
governance risks relating to our company. In addition, the audit
committee and board regularly hold discussions with our vice
president, risk management, and our executive and other officers
regarding the risks that may affect our company. With respect to
specific areas affecting our company such as executive
compensation policies and practices or corporate governance, our
board committees within those areas also consider the risks to
the company and advise or take actions accordingly to address
significant risks. Please see the section below entitled
Board Committees, Memberships and Meetings
for more
information regarding our board committees.
Board of
Directors Meetings and Attendance
Pursuant to the Maryland General Corporation Law and our Bylaws,
our business, property and affairs are managed under the
direction of the Board of Directors. Members of the Board are
kept informed of our business through discussions with the
Chairman of the Board and our officers, by reviewing materials
provided to them and by participating in meetings of the Board
and its committees.
During 2009, the Board held six meetings and acted once by
unanimous written consent. Each incumbent director attended 75%
or more of the total number of meetings of the Board and the
committees of the Board on which such director served. Eight of
our directors attended the 2009 Annual Meeting of Stockholders.
We do not currently have a policy with regard to Board
members attendance at annual meetings.
14
The Nominating and Governance Committee selects a lead director
from the independent directors with at least one year of
service. The lead directors duties include chairing
executive sessions of the independent directors, facilitating
communications and resolving conflicts, if any, between the
independent directors, other members of the Board and the
management of the company, and consulting with and providing
counsel to the companys Chief Executive Officer as needed
or requested. Jeffrey L. Skelton served as Lead Director during
2009 and will continue to serve as Lead Director during 2010.
Board
Committees, Memberships and Meetings
Our Board of Directors has an Audit Committee, a Compensation
Committee, an Executive Committee and a Nominating and
Governance Committee. The Board of Directors has determined that
each member of the Audit, Compensation, and Nominating and
Governance Committees is an independent director in accordance
with the New York Stock Exchanges listing standards.
Current committee charters are available on the Investor
Relations page of our website
http://www.amb.com
in the Corporate Governance section, and in print to be sent to
any of our stockholders upon request. Requests for such copies
should be addressed to: AMB Property Corporation, Pier 1, Bay 1,
San Francisco, California 94111, Attn: Investor Relations,
telephone
(415) 394-9000.
The table below provides current and fiscal year 2009 membership
information for each Board committee.
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Nominating and
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Name
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Audit
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Compensation
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Governance
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Executive
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Hamid R. Moghadam
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X
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T. Robert Burke
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Chair
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David A. Cole
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Chair
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Lydia H. Kennard
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Chair
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J. Michael Losh
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Chair*
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Frederick W. Reid
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X
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X
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Jeffrey L. Skelton
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X*
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X
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Thomas W. Tusher
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X
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Carl B. Webb
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X*
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X
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*
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Designated by the Board as an audit committee financial
expert.
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Audit Committee.
Our Board of Directors has a
separately-designated standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended. Our Board of Directors has
determined that we have three audit committee financial experts,
J. Michael Losh, Jeffrey L. Skelton and Carl B. Webb, serving on
our Audit Committee. Our Board has determined that
Messrs. Losh, Skelton and Webb are independent as this term
is defined by the New York Stock Exchanges listing
standards. Our Board has determined that Mr. Loshs
simultaneous service on the audit committees of more than two
other public companies would not impair his ability to
effectively serve on the Audit Committee of our Board of
Directors. In reaching this determination, the Board considered
that Mr. Loshs substantial ability, experience and
expertise in public financial reporting and management while
serving as Chief Financial Officer of General Motors, a Fortune
100 company, among other similar positions, significantly
benefits the Board and the company. The Board also determined
that Mr. Loshs service on the other companies
audit committees did not hinder his ability to serve on our
Audit Committee as he is currently retired and not serving in an
executive officer capacity for another company.
The purposes of the Audit Committee are to (a) assist the
Board in the oversight of (i) the integrity of our
financial statements, (ii) our compliance with legal and
regulatory requirements, (iii) the independent registered
public accounting firms qualifications and independence,
(iv) our internal control environment and risk management,
including our Code of Business Conduct, and (v) the
performance of the independent registered public accounting firm
and our internal audit function, and (b) prepare the report
of the Audit Committee, which is included in this proxy
statement. The Audit Committee held thirteen meetings during
2009.
15
Compensation Committee.
Our Board of Directors
determines the Committees membership and has also
determined that each of the members of the Compensation
Committee meets the experience requirements under the New York
Stock Exchange listing standards and our Nominating and
Governance and Compensation Committee charters. The function of
the Compensation Committee is to discharge the Boards
responsibilities relating to compensation of our directors and
executive officers. The Compensation Committee operates under a
written charter adopted by the Board of Directors, which was
last amended on December 7, 2006. The Committee and the
Board periodically review and revise the charter. During 2009,
the Compensation Committee held seven meetings.
The Compensation Committee has overall responsibility for
approving and evaluating our director and employee compensation
plans, policies and programs, including our Third Amended and
Restated 1997 Stock Option and Incentive Plan, as amended, our
Amended and Restated 2002 Stock Option and Incentive Plan, our
401(k) plan, the Amended and Restated AMB Nonqualified Deferred
Compensation Plan, the Amended and Restated AMB 2005
Nonqualified Deferred Compensation Plan and any other incentive
programs, and recommending to the Board compensation programs
for our non-employee directors. For more details regarding
director compensation, please see the section entitled
Compensation of Directors below. With respect to our
executive management compensation, the Compensation
Committees role is to oversee AMBs compensation
plans and policies, annually review and determine all executive
officers compensation, and administer AMBs equity
incentive plans (including reviewing and approving equity grants
to AMBs executive officers). The Compensation Committee
meets at scheduled times during the year, and it also considers
and takes action by written consent. The Compensation Committee
Chairman reports on committee actions and recommendations at
Board meetings. As part of its function, the Compensation
Committee has established policies governing the compensation
and benefits of all our executives. The Compensation Committee
approves the compensation of our executive officers, approves
the bonus plan measures and goals, and reviews an annual
evaluation of our CEO to determine the CEOs compensation
as well as annual evaluations of our other executives. In
addition, the Compensation Committee reviews and makes
recommendations concerning proposals by our management with
respect to compensation, bonuses, long-term incentive awards,
agreements and other benefits and policies respecting such
matters for our employees.
The Compensation Committee also directly engages an outside
compensation consulting firm, Towers Watson, to assist the
committee in its review of compensation for the executive
officers. On an annual basis, Towers Watson reviews our
executive compensation program with the Compensation Committee
and assesses the competitiveness of compensation levels for the
executive officers to ensure that their compensation is aligned
with AMBs executive compensation philosophy. Towers Watson
provides the Compensation Committee with a compensation analysis
of our peer group (as determined by the committee) using
information found in current proxy data and values each
component of compensation awarded including base salary, bonus,
equity awards and perquisites. The Compensation Committee
considers this analysis along with company business strategies
and objectives when setting annual compensation values for each
component of total remuneration for the executives.
The Compensation Committee administers the Third Amended and
Restated 1997 Stock Option and Incentive Plan, as amended, and
the Amended and Restated 2002 Stock Option and Incentive Plan,
under which grants of stock options, share appreciation rights,
shares of restricted stock, shares of deferred stock and other
awards have been or may be made to our employees, including our
executive officers. In order to facilitate the
day-to-day
management and administration of the Amended and Restated 2002
Stock Option and Incentive Plan, the Compensation Committee also
typically authorizes and approves a general grant or award of up
to an annual aggregate of 250,000 shares of common stock
that may be either incentive stock options, non-qualified stock
options or shares of restricted stock to be made available to
new employees and officers (excluding Section 16 officers)
of the company or its affiliates, and with the identity of the
recipients and the number of shares covered by the award to be
subsequently determined by our Chairman and Chief Executive
Officer (or his two designees), provided that no one individual
can receive more than 50,000 shares or options to purchase
shares of common stock, and provided further that his designees
may not authorize the award of more than 5,000 shares or
options to purchase shares of our common stock per individual.
The Compensation Committee also administers the
Section 401(k) Savings and Retirement Plan, the Amended and
Restated AMB Nonqualified Deferred Compensation Plan and the
Amended and Restated AMB 2005
16
Nonqualified Deferred Compensation Plan. The Compensation
Committee formed the following subcommittees to administer the
day to day operations of these plans:
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AMB Property, L.P. Savings and Retirement Plan Committee to
administer the 401(k) Savings and Retirement Plan, whose members
currently include: the Chief Financial Officer; Senior Vice
President, Human Resources; Senior Vice President, General
Counsel & Secretary; and Vice President, Human
Resources; and
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Deferred Compensation Committee to administer the Amended and
Restated AMB Nonqualified Deferred Compensation Plan and the
Amended and Restated AMB 2005 Nonqualified Deferred Compensation
Plan, whose members currently include: the Chief Financial
Officer; Senior Vice President, General Counsel &
Secretary; and Senior Vice President, Human Resources.
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Executive Committee.
The Executive Committee
has the authority to acquire, dispose of and finance investments
for us (including the issuance by AMB Property, L.P. of
additional limited partnership units or other equity interests)
and approve the execution of contracts and agreements including
those related to the borrowing of money by us and generally
exercise all other powers of the Board, except as prohibited by
law. During 2009, the Executive Committee held one meeting.
Nominating and Governance Committee.
The
purposes of the Nominating and Governance Committee are
(a) to assist the Board by identifying individuals
qualified to become Board members and to recommend to the Board
nominees for the next annual meeting of stockholders,
(b) to recommend to the Board the corporate governance
principles applicable to us, (c) to lead the Board in its
annual review of its performance, and (d) to recommend to
the Board members and chairpersons of each committee. The
Nominating and Governance Committee met twice during 2009.
To identify potential nominees for the Board, the Nominating and
Governance Committee first evaluates the current members of the
Board willing to continue in service. Current members of the
Board are considered for re-nomination, balancing the value of
their continued service with that of obtaining new perspectives
and in view of our developing needs. If necessary, the
Nominating and Governance Committee then solicits ideas for
possible candidates from a number of sources, which can include
other Board members, senior management, individuals personally
known to members of the Board and research. The Nominating and
Governance Committee may also retain a third party to assist it
in identifying potential nominees, however, the committee has
not done so in the past. The Nominating and Governance Committee
will also consider nominees to our Board recommended by
stockholders with respect to elections to be held at an annual
meeting if notice of the nomination is timely delivered in
writing to our Corporate Secretary prior to the meeting. To be
timely, the notice must be delivered within the time permitted
for submission of a director nomination as described under
Deadline for Submitting Director Nominations in the
Q&A section of this proxy statement. The notice must
include:
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information regarding the stockholder making the nomination,
including, but not limited to, the name, address, and the number
of shares of our stock beneficially owned by the stockholder and
any stockholder associated person, and any hedging or similar
transaction engaged in by the stockholder or stockholder
associated person with respect to our stock;
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a representation that the stockholder is entitled to vote at the
annual meeting at which directors will be elected, and that the
stockholder intends to appear in person or by proxy at the
meeting to nominate the person(s) specified in the notice;
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the name and address of the person(s) being nominated and such
other information regarding each nominee that would be required
in a proxy statement filed pursuant to the U.S. Securities
and Exchange Commissions proxy rules if the person had
been nominated for election by the Board of Directors;
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a description of any arrangements or understandings between the
stockholder and such nominee and any other persons (including
their names), pursuant to which the nomination is made;
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the consent of each such nominee to serve as a director if
elected;
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17
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to facilitate procedures for majority voting for directors, a
statement as to whether such person will, if elected, tender his
or her resignation from the Board to be effective if not
subsequently re-elected by the requisite vote; and
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to the extent known by the stockholder giving notice, the name
and address of any other stockholder giving notice, and the name
and address of any other stockholder supporting the nominee for
election or re-election as a director.
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The Nominating and Governance Committee will evaluate nominees
recommended by stockholders against the same criteria that it
uses to evaluate other nominees. These criteria include the
candidates skills, experience and personal qualities, as
well as the other factors discussed in the Nominating and
Governance Committee charter, which are evaluated in the context
of the perceived needs of the Board at any given point in time.
While the Nominating and Governance Committee does not have a
formal policy regarding diversity, the committee does consider
diversity of the board in identifying director nominees,
including race, gender, geographical diversity, and diversity in
experience, professional background, areas of expertise and
industries of the candidate. For example, we have three
directors with specific experience with the real estate
industry, Messrs. Moghadam, Burke and Ms. Kennard; two
directors with specific experience in the airline or airport
industry, Ms. Kennard and Mr. Reid; and three
directors with specific experience in the financial or banking
industry with expertise in finance and accounting,
Messrs. Losh, Skelton and Webb. In addition, three of our
independent directors have served as CEO of other companies, two
have served as chairman of the board of other companies, and all
are either founders or current or former executives of other
public and private companies. We believe that the diverse
constituency and experience of the board lends to excellent
oversight of the company that best serves our stockholders.
Majority
Vote Standard for Election of Directors
Our Bylaws provide that the vote standard for election of
directors is a majority vote of the votes cast
standard in uncontested elections of directors. Accordingly,
directors are required to be elected by the majority of votes
cast by the shares present in person or represented by proxy
with respect to such director in uncontested elections. A
majority of the votes cast means that the number of shares voted
for a director must exceed the number of votes
against (or, if applicable, withheld from) that
director. In a contested election (where a determination is made
that the number of director nominees is expected to exceed the
number of directors to be elected at a meeting), the vote
standard will be a plurality of the votes cast with respect to
such director. In the event of a contested election where the
plurality vote standard applies, votes cast for a
director nominee will be counted for such nominee, and votes
cast against or which abstain in respect
of a director nominee, will be counted as withheld
from such nominee.
If a nominee who is serving as a director is not elected by a
majority vote at the Annual Meeting, then, under Maryland law,
such director would continue to serve as a holdover
director. Under our Bylaws, any director who fails to be
elected by a majority vote shall tender his or her resignation
to the Board, subject to acceptance. The Nominating and
Governance Committee will make a recommendation to the Board on
whether to accept or reject the resignation, or whether other
action should be taken. The Board will then act on the
Nominating and Governance Committees recommendation and
publicly disclose its decision and the rationale behind it
within 90 days from the date of the certification of
election results. In accordance with our Corporate Governance
Principles, if the resignation is not accepted, the director
will continue to serve until the next annual meeting and until
the directors successor is duly elected and qualified. The
director who tenders his or her resignation will not participate
in the Boards decision. Non-incumbent directors who are
not elected at the Annual Meeting would not become directors and
would not serve on the Board as a holdover director.
In 2010, all nominees for the election of directors are
currently serving on the Board.
18
Compensation
of Directors
The following table details compensation earned or paid to and
equity accrued toward vesting for our independent directors in
the year ended December 31, 2009. Our employee director did
not receive additional compensation for his service on the Board.
Director
Compensation Table
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Fees Earned or
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Stock
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Option
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All Other
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Paid in Cash
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Awards
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Awards
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Compensation
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Total
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Name
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($)
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($)
(1)(2)(3)
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($)(1)(3)(4)
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($)
(5)
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($)
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T. Robert Burke
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35,000
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64,996
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65,304
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165,300
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David A. Cole
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40,000
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64,996
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65,304
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170,300
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Lydia H. Kennard
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38,000
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64,996
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65,304
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168,300
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J. Michael Losh
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49,500
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64,996
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65,304
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179,800
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Frederick W. Reid
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30,000
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64,996
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65,304
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160,300
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Jeffrey L. Skelton
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52,500
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64,996
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65,304
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182,800
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Thomas W. Tusher
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30,000
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64,996
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65,304
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160,300
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Carl B. Webb
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37,500
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64,996
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65,304
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167,800
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(1)
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These amounts are the full grant date fair value of the awards
determined in accordance with the Financial Accounting Standards
Boards Accounting Standards Codification (ASC) Topic 718,
Stock Compensation
(ASC 718), excluding the
value of forfeitures.
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(2)
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As of December 31, 2009, our directors held the following
number of shares of our unvested restricted stock and options to
purchase shares of our common stock:
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Number of Shares of AMB Unvested
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Number of Options to Purchase AMB
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Restricted Stock Held as of
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Common Stock Held as of
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December 31,
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December 31,
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Director
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2009
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2009
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T. Robert Burke
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3,670
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134,150
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David A. Cole
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3,670
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67,258
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Lydia H. Kennard
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3,670
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56,613
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J. Michael Losh
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3,670
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87,458
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Frederick W. Reid
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3,670
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19,380
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Jeffrey L. Skelton
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3,670
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107,080
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Thomas W. Tusher
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3,670
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129,421
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Carl B. Webb
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3,670
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34,380
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All of our restricted stock and option grants to our directors
vest annually on the date of the next annual meeting assuming
continued service. In addition, certain directors have elected
to defer all or a portion of their restricted stock into our
nonqualified deferred compensation plan as of the vesting date.
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(3)
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The fair value of option grant expense reported in the Director
Compensation Table was estimated using the Black-Scholes option
pricing model with the following assumptions used for grants
made in 2009:
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Dividend
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Expected
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Risk-Free
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Expected
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Grant Year
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Yield
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Volatility
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Interest Rates
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Life
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May 2009
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6.3
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%
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47.0
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%
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2.9
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%
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8 years
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See Part IV, Item 15: Note 16 of the Notes
to Consolidated Financial Statements in our annual report
filed on
Form 10-K
for the year ended December 31, 2009 for more detailed
information regarding these assumptions.
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(4)
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Dividends were paid on the unvested shares of restricted stock
granted to our directors, executive officers and other
employees. The value of the dividends is not included in this
column because the amounts are factored into the grant date fair
value of the award. For 2009, the dividend rate was $1.12 per
share and was not
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preferential. During 2009, each of the directors earned the
following dividend amounts on their unvested shares of
restricted stock:
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2009 Dividends
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Paid on
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Unvested Shares of
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Director
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Restricted Stock
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T. Robert Burke
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$
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2,482
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David A. Cole
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$
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2,482
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Lydia H. Kennard
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$
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2,734
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J. Michael Losh
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$
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2,482
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Frederick W. Reid
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$
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2,734
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Jeffrey L. Skelton
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$
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2,482
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Thomas W. Tusher
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$
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2,482
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Carl B. Webb
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$
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2,734
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(5)
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The spouses of certain of the directors accompanied such
directors to certain business functions and events during the
year; however, travel expenses for the spouses were not paid by
the company except for miscellaneous incidental expenses. The
incremental cost to the company for the costs of such incidental
travel and entertainment expenses was less than $10,000 per
director; therefore, such amounts are not reflected in this
column.
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Director
Compensation Philosophy
The Boards overall compensation philosophy in connection
with our non-employee directors is to provide a mix of cash and
equity-based compensation, with the goal of paying more of such
compensation in the form of equity and a smaller portion in
cash. The total compensation level for our non-employee
directors is targeted at the 50th percentile of general
industry companies with market capitalization similar to
AMBs, but within the constraints of the
90th percentile of our peer companies relative to directors
at real estate investment trust, or REIT, peers based on an
analysis performed by our compensation consultant, Towers
Watson. Officers who may also serve as a member of our Board of
Directors are not paid any directors fees nor granted
equity as directors in addition to their regular employee
compensation.
Cash
Retainers for Non-Employee Directors
We compensate our non-employee directors with quarterly
retainers for serving on the board and on the Audit Committee,
instead of per meeting fees for attending board and committee
meetings. We believe that this change in compensation structure
for our directors encourages and recognizes the activities of
our non-employee directors outside the context of attending
meetings, better aligns our directors in performing their
oversight function with the interests of the stockholders and
helps to foster a long-term focus of our directors on the
company.
For 2009, each non-employee director received each of the
applicable retainers set forth below for attending Board of
Directors and committee meetings
and/or
serving on the Board, the Audit Committee, as a committee chair
or the lead director:
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January 1, 2009 December 31, 2009
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Quarterly Retainer for Board:
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$
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7,500
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Quarterly Retainer for Audit Committee:
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$
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1,875
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Quarterly Retainer for Lead Director:
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$
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3,750
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Quarterly Retainer for Committee Chairs:
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Audit Committee
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$
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3,000
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Compensation Committee
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$
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2,500
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Nominating and Governance Committee
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$
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2,000
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Executive Committee
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$
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1,250
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20
Each non-employee director is also reimbursed for reasonable
expenses incurred to attend Board and committee meetings and
educational or property tour programs.
Director
Equity Compensation
Upon initial election to the Board, each non-employee director
automatically receives an initial stock option grant under our
Amended and Restated 2002 Stock Option and Incentive Plan to
purchase 20,000 shares of our common stock. This initial
stock option grant fully vests on the date of the next annual
meeting of stockholders and has a term of ten years within which
it can be exercised.
In addition to the directors automatic initial stock
option grants, we grant stock options
and/or
restricted common stock to our non-employee directors on a
discretionary basis under our Amended and Restated 2002 Stock
Option and Incentive Plan. Such stock option grants are granted
at an exercise price equal to the fair market value of our
common stock on the date of grant. The Board of Directors
determines the amount of stock options
and/or
restricted stock to be granted to non-employee directors on an
annual basis. In making this determination, the Board of
Directors considers analyses of our compensation consultant to
determine competitive director compensation practices of
publicly traded real estate investment trusts and of publicly
traded companies in general industry having total market
capitalizations comparable to us. We expect that non-employee
directors re-elected at each annual meeting of stockholders will
be granted additional stock options
and/or
restricted stock by the Board of Directors.
During 2009, upon re-election, each non-employee director
received a subsequent grant of restricted common stock, stock
options or any combination of both, at their option, valued in
the aggregate at approximately $130,000 (so long as the
restricted stock portion equaled at least 60% of the value of
their election).
Vote
Required
Under the majority vote standard for the election of directors,
a majority of the votes cast at a meeting at which a quorum is
present, either in person or by proxy, is required for the
election of each director nominee (
i.e.,
the number of
shares voted for a director nominee must exceed the
number of votes against that director nominee for
such nominee to be elected). Under such standard, abstentions
and broker non-votes are not counted for purposes of
the election of directors and do not have any effect on the
result of the vote for the election of directors. In the event
that there are more nominees than director positions available,
the plurality vote standard will apply and a proxy submitted and
identifying a vote against or abstaining from voting
in respect of a director nominee will be cast by the named
proxies at the annual meeting as a vote withheld.
The Board recommends a vote FOR the election of each of the
nine director nominees to serve until the next annual meeting of
stockholders and until their respective successors are duly
elected and qualified.
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committee, our Board of
Directors has selected PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the year
ending December 31, 2010 and has further directed that
management submit the selection of our independent registered
public accounting firm for ratification by the stockholders at
the Annual Meeting. PricewaterhouseCoopers LLP has audited our
financial statements since May 8, 2002. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the
Annual Meeting and will have the opportunity to make statements
if they desire and to respond to appropriate questions from our
stockholders.
Stockholder ratification of the selection of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm is not required by our Bylaws or otherwise.
However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to our stockholders for ratification
as a matter of good corporate governance practice. If the
stockholders fail to ratify the selection, the Audit Committee
and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee and
the Board in their discretion may direct the appointment of a
different independent registered public accounting firm at any
time during the year if they determine that such a change would
be in the best interests of our stockholders.
21
Fees Paid
to Our Independent Registered Public Accounting Firm
During 2008 and 2009, we retained PricewaterhouseCoopers LLP as
our independent registered public accounting firm to provide
services in the following categories and amounts:
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Fiscal 2009
|
|
|
Fiscal 2008
|
|
|
Audit
Fees
(1)
|
|
$
|
2,892,150
|
|
|
$
|
3,039,925
|
|
Audit-Related
Fees
(2)
|
|
|
|
|
|
|
173,194
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
Tax Compliance and Preparation
Services
(3)
|
|
|
1,014,284
|
|
|
|
2,872,675
|
|
Tax Services related to One-Time Capital Structure
Events
(4)
|
|
|
|
|
|
|
1,143,172
|
|
General Tax Advice, Planning and Consulting
Services
(5)
|
|
|
44,568
|
|
|
|
484,653
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
1,058,852
|
|
|
|
4,500,500
|
|
All Other
Fees
(6)
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
3,953,002
|
|
|
$
|
7,715,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Audit Fees include amounts related to professional services
rendered in connection with the audits of our annual financial
statements and those of our subsidiaries, the reviews of our
quarterly financial statements, the audit of our internal
control over financial reporting and other services that are
normally provided by the auditor in connection with statutory
and regulatory filings or engagements.
|
|
(2)
|
|
Audit-Related Fees include amounts for assurance and related
services that are reasonably related to the performance of the
audit or review of our financial statements but are not reported
under Audit Fees. These amounts primarily related to
acquisition due diligence and consultations on financial
accounting and reporting standards.
|
|
(3)
|
|
These Tax Fees include amounts for professional services
rendered in connection with tax compliance and preparation.
These amounts primarily related to the preparation of tax
returns, tax refund claims, tax payment planning, REIT tax
compliance, financial statement audit opinions and tax provision
work (including evaluation of uncertain tax positions), sales
and use tax examinations and compliance with other U.S. federal
and state, foreign and local tax regulations.
|
|
(4)
|
|
These Tax Fees include amounts for tax advisory, planning or
consulting services for one-time capital structure events, such
as the structuring of and assistance with certain proposed
acquisitions and dispositions of real properties, joint ventures
and related due diligence.
|
|
(5)
|
|
These Tax Fees include amounts for ongoing tax advisory,
planning and consulting services.
|
|
(6)
|
|
All Other Fees include amounts related to technical research
tools.
|
The Audit Committees policy is to pre-approve all audit
and non-audit services provided by our independent registered
public accounting firm. Pre-approval is generally provided for
up to one year and is detailed as to the particular services or
category of services. The Audit Committee has pre-approved
thresholds for smaller projects to be performed by our
independent registered public accounting firm and has delegated
pre-approval authority to its chair for instances when approval
outside of the scope of services previously approved is
necessary prior to an Audit Committee meeting. Our independent
registered public accounting firm and management are required to
periodically report to the full Audit Committee regarding the
extent of services provided by the independent registered public
accounting firm in accordance with the pre-approval authority,
and the fees for the services performed to such date. In the
years ended December 31, 2009 and 2008, the Audit Committee
or its chair approved all of the services provided by and the
fees paid to the independent registered public accounting firm
under the categories Audit, Audit-Related, Tax and All Other
Fees described above prior to the rendering of such services.
The Audit Committee has considered whether the provision of
non-audit services by PricewaterhouseCoopers LLP is compatible
with maintaining their independence, and determined it was so.
22
Vote
Required
The affirmative vote of a majority of the votes cast at the
Annual Meeting, at which a quorum is present, either in person
or by proxy, is required to approve this proposal. Abstentions
and, if applicable, broker non-votes are not counted
for purposes of the ratification of the selection of the
independent registered public accounting firm and do not have an
effect on the result of the vote for this proposal.
The Board recommends a vote FOR the ratification of the
selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for the year ending
December 31, 2010.
CERTAIN
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
The following is a biographical summary of the experience of our
executive officers as of March 3, 2010:
|
|
|
Hamid R. Moghadam
|
|
|
Age:
|
|
53
|
Position(s):
|
|
Mr. Moghadam has served as our Chief Executive Officer since
November 1997, our president under our bylaws and Maryland
corporate law since February 2007 and as Chairman of the Board
since January 2000.
|
Biographical information:
|
|
Biographical information regarding Mr. Moghadam is set forth
under Proposal 1: Election of Directors Nominees
For Director.
|
Thomas S. Olinger
|
|
|
Age:
|
|
43
|
Position(s):
|
|
Chief Financial Officer
|
Biographical information:
|
|
Mr. Olinger joined us on February 23, 2007 and became our Chief
Financial Officer on March 1, 2007. He currently serves as Chair
of our Investment Committee and as an officer or director of a
number of our other subsidiaries. From 2002 until February 2007,
Mr. Olinger was the vice president and corporate controller
of Oracle Corporation, a software and technology company, where
he was responsible for global corporate accounting, external
reporting, technical accounting, global revenue recognition,
Sarbanes-Oxley compliance and finance merger and acquisition
integration, among other duties. At Oracle, Mr. Olinger also
oversaw global controllership operations in Dublin, Ireland,
Bangalore, India, Sydney, Australia and Rocklin, California.
Prior to his employment with Oracle, Mr. Olinger was an
accountant and partner at Arthur Andersen LLP. At Arthur
Andersen, Mr. Olinger served as the lead audit partner on our
account from 1999 to 2002. He also worked with a number of other
real estate investment trusts in Arthur Andersens real
estate practice group and technology companies in Arthur
Andersens software practice group. Mr. Olinger graduated
in 1988 from Indiana University with a B.S. degree in finance
with distinction.
|
23
|
|
|
Guy F. Jaquier
|
|
|
Age:
|
|
51
|
Position(s):
|
|
President, Europe & Asia; President, Private Capital
|
Biographical information:
|
|
As of January 1, 2010, Mr. Jaquier became the President, Private
Capital in addition to his role as President, Europe and Asia.
Mr. Jaquier joined us in June 2000 and served as our Executive
Vice President, Chief Investment Officer from June 2000 to
December 31, 2005 and our Executive Vice President, Europe
& Asia from January 2006 to February 2007. He served as
Vice Chairman of AMB Capital Partners, LLC, one of our
subsidiaries from January 2001 to December 2005, and currently
serves as an officer or director of a number of our other
subsidiaries. He also serves as a director of the Runstad Center
Advisory Board for the University of Washington real estate
program. Mr. Jaquier has over 28 years of experience in
real estate finance and investments. Between 1998 and June 2000,
Mr. Jaquier served as Senior Investment Officer for real estate
at the California Public Employees Retirement System,
where his responsibilities included managing a $12 billion real
estate portfolio. Prior to that, Mr. Jaquier spent 15 years
at Lend Lease Real Estate Investments and its predecessor,
Equitable Real Estate, where he held various transactions and
management positions. He holds a B.S. degree in Building
Construction Management from the University of Washington and an
M.B.A. degree from the Harvard Graduate School of Business
Administration.
|
Eugene F. Reilly
|
|
|
Age:
|
|
48
|
Position(s):
|
|
President, The Americas
|
Biographical information:
|
|
Mr. Reilly joined us in October 2003 and has over 25 years
of experience in real estate development, acquisition,
disposition, financing and leasing throughout the United States.
Prior to joining us, Mr. Reilly served as Chief Investment
Officer at Cabot Properties, Inc. Mr. Reilly was a founding
partner of Cabot Properties, and his tenure there, including its
predecessor companies, spanned from 1992 to 2003. From 1985 to
1992, Mr. Reilly served in a variety of capacities at National
Development Corporation, ultimately serving as Senior Vice
President. Mr. Reilly holds an A.B. degree in Economics from
Harvard College and is a director and Secretary of the National
Association of Industrial and Office Parks (NAIOP). He begins
service on the national board of directors of NAIOP in 2010, and
has previously served on the National Industrial Education
Committee of NAIOP, and was a former member of the board of
directors of its Massachusetts chapter.
|
John T. Roberts, Jr.
|
|
|
Age:
|
|
46
|
Position(s):
|
|
Former President, Private Capital; Former President of AMB
Capital Partners, LLC
|
Biographical information:
|
|
As of March 1, 2010, Mr. Roberts retired from his employment
with AMB. He had over 20 years of experience in real
estate finance and investment. Mr. Roberts joined us in 1997 and
has served in a variety of officer positions in our Capital
Markets department and our Private Capital group. Prior to
joining us, Mr. Roberts spent six years at Ameritech Pension
Trust, where he held the position of Director, Real Estate
Investments. His responsibilities included managing a $1.6
billion real estate portfolio and developing and implementing
the trusts real estate program. Prior to that, he worked
for Richard Ellis, Inc. and has experience in leasing and sales.
Mr. Roberts received a bachelors degree from Tulane
University in New Orleans and an M.B.A. degree in finance and
accounting from the Graduate School of Business at the
University of Chicago.
|
24
COMPENSATION
DISCUSSION AND ANALYSIS
General
Overview of AMB Pay Practices
Our compensation program is founded on the principle of
pay-for-performance
that is tied to long-term stockholder value creation. The
objectives of our compensation program are to:
(1) reward and provide incentives for superior corporate,
group and individual performance;
(2) attract the best talent available in the
marketplace; and
(3) motivate and retain high performing employees.
All of our employees and executives are compensated similarly,
with a cash base salary, annual bonus opportunity and potential
for long-term equity incentive awards. The annual bonus and
long-term equity incentive awards are discretionary. We do not
offer different types of compensation packages to different
groups within our company, nor do we have employment contracts
binding us to pay certain bonus or long-term equity incentive
amounts.
As an employee becomes more senior and
his/her
responsibilities grow broader in scope, an increasingly greater
portion of
his/her
total annual compensation consists of variable bonus and
incentive pay compared to the employees base salary. In
addition, a larger portion of
his/her
annual compensation is delivered in the form of equity. We
believe this compensation structure aligns such employees
interests with that of our stockholders. Accordingly, as the
role of an employee expands within the company, the portion of
such employees compensation that is at risk also increases.
We monitor and evaluate our pay practices on a regular basis and
strive for alignment of our pay practices with our
stockholders interests for long-term value and growth.
Accordingly, we compare our compensation standards against those
guidelines set by various investors or institutional investor
organizations.
Generally:
|
|
|
|
|
We do not have employment contracts with our executives nor our
U.S.-based
employees, thus we do not have multi-year guarantees for salary
increases, non-performance based bonuses or equity compensation.
Our target and range for bonuses and equity compensation
payments are discretionary and based on company, group and
individual performance.
|
|
|
|
Our tax reimbursements for executive perquisites, such as for
parking and financial planning, are minimal.
|
|
|
|
Our insider trading policy prohibits aggressive or speculative
trading.
|
|
|
|
We have not re-priced or replaced any underwater stock options
to date, and our equity incentive plan requires that we obtain
stockholder approval before any repricings.
|
|
|
|
We have stock ownership and holding guidelines as set forth in
the section entitled
Stock Ownership
Guidelines
below, and our long-term equity incentive
awards generally have a vesting period of 3 to 5 years.
|
|
|
|
We award a mix of full value and equity appreciation awards to
our eligible employees.
|
|
|
|
We provide minimal perquisites for former
and/or
retired executives, the main perquisite being the opportunity
for retired executives to buy healthcare coverage. We have not
provided extraordinary relocation benefits for our current
executives.
|
|
|
|
Our
change-in-control
payments do not exceed 2 times base salary and bonus, and are
paid out only on double-trigger events. Our
change-in-control
agreements provide for excise tax
gross-up
payments, but only upon double-trigger events.
|
|
|
|
We do not include additional years of unworked service that pay
out significant additional benefits.
|
Our compensation committee and audit committee monitor our risk
management objectives to ensure that our compensation policies
and practices do not materially increase our risk profile with
respect to incentivizing our
25
employees, and meet to discuss such objectives. In addition, our
management provides a quarterly report to the Board regarding
how the company is performing compared to our business plan and
performance measure objectives.
We award an employee with incentive pay after the end of our
fiscal year based on the prior years performance. In
determining the amount of incentive pay awarded, the
Compensation Committee reviews the prior years corporate
performance and group and individual performance. Corporate
performance is determined based on certain pre-established
performance objectives aligned with our business plan. Long-term
equity incentive awards for our executives are based on our
total stockholder return relative to our peers over a three-year
period. More detail on the specific corporate performance
objectives used in determining 2009 annual bonus and long-term
incentive payments follows in the Executive Compensation
Program Annual Bonus Program and
Long-Term Equity Incentive Program
sections below.
Group and individual performance is measured on the basis of
quantitative and qualitative performance objectives that gauge a
groups and individuals contribution to our success.
Group performance goals, which are aligned with the business
plan, are allocated to each executive by the Chairman and CEO.
Group heads and managers then use the business plan and group
performance goals to develop individual goals and objectives for
the employees in their groups. We strongly believe that, by
providing a
pay-for-performance
compensation program, we establish and maintain a performance
and achievement-oriented environment throughout the organization
and attract and retain exceptional talent.
The following provides a more detailed analysis of the reasoning
utilized in our decision-making on executive
compensation-related matters.
Executive
Compensation Program
Consistent with our compensation philosophy and program for all
employees, our executive compensation program offers three main
elements of compensation:
|
|
|
|
|
Base salary,
|
|
|
|
Annual bonus, and
|
|
|
|
Long-term equity incentive awards.
|
In determining base salary amounts and annual bonus and
long-term equity incentive award ranges and targets for our
executives, the Compensation Committee uses the following tools,
from time to time, to assist in its determinations:
|
|
|
|
|
Compensation tally sheets, and
|
|
|
|
Benchmarking data.
|
Compensation Tally Sheets
.
Management
prepares tally sheets for each executive detailing compensation
components for Compensation Committee review when setting
and/or
awarding compensation. The information contained on the tally
sheets for each executive includes the prior years base
salary, actual and target bonus, and actual and target long-term
equity incentive award amounts. In addition, a comparison is
made between the prior years total remuneration and target
remuneration for the current compensation year. The target
compensation for a current compensation year is based on
benchmarking data.
Benchmarking Data
.
The current
executive compensation program targets cash compensation (base
salary and annual bonus) at the 50th percentile of
compensation for executive officers in our peer group (plus a
10% geographical adjustment) and total remuneration (base
salary, annual bonus and long-term equity incentives) at
approximately the 60th percentile of compensation for
executive officers in our peer group. Our peer group is
established by the Compensation Committee and currently consists
of companies that comprise the Cohen & Steers Realty
Majors, which we believe is the most appropriate peer group
because it consists of major publicly traded real estate
companies. Generally, in determining each component of target
compensation, we benchmark our top executives with the named
executive officers of the companies in our peer group. With
respect to our long-term
26
equity incentive program, we use the methodology described below
in the respective long-term equity incentive section.
In 2009, the Compensation Committee reviewed an analysis
comparing the companys total remuneration paid to our
executives over the last three years to our peer groups
total remuneration paid to their executives over the last three
years against each companys corresponding three-year total
stockholder return. This analysis helped us to gauge pay versus
performance levels and to confirm consistency of our executive
compensation program with our
pay-for-performance
philosophy.
Role of Compensation Consultant
.
The
Compensation Committee has retained Towers Watson as its
independent compensation consultant to assist with the
formulation and administration of the executive compensation
program at the company. Towers Watson does not provide any other
services to the company. On an annual basis, Towers Watson
reviews the executive compensation program with the Compensation
Committee and assesses the competitiveness of compensation
levels for the executive officers to ensure that the
compensation is aligned with AMBs executive compensation
philosophy. Towers Watson provides the Compensation Committee
with a compensation analysis of our peer group using information
found in current proxy data and values each component of
compensation awarded including base salary, bonus, equity awards
and perquisites. Towers Watson also shares with the Compensation
Committee its observations on competitive market trends. The
Compensation Committee considers this analysis along with
company business strategies, objectives and financial condition
when setting annual compensation values for each component of
total remuneration for the executives.
Other compensation components
.
We also
offer a limited amount of perquisite benefits to our executives,
as well as the opportunity to participate in health, welfare and
benefit programs generally available to our employees. In
addition, along with our other
U.S.-based
officers, we offer executives the opportunity to participate in
our nonqualified deferred compensation program. We also provide
certain benefits upon termination of an executives
employment in the event of death, disability or change in
control of the company under change in control and
non-competition agreements, which are discussed more fully under
Executive Compensation Change in Control and
Noncompetition Agreements below.
Base
Salary
Base salaries for our executives are intended to be competitive
in the market for the scope and responsibilities of the jobs
performed and are targeted at the median level of compensation
in the market for similar positions. The base salaries for our
executive officers are reviewed annually by the Compensation
Committee and adjustments may be made based on the
executives experience, responsibilities, individual
performance and company affordability.
In comparison with total compensation for our non-executive
officers and other employees, base salaries for our executives
comprise a smaller portion of our executives total
compensation. In 2009, the base salary of our executives as a
percentage of total target compensation (including base salary,
target annual bonus and target long-term equity incentive
amount) ranged from 14.9% to 24.3% of total target compensation.
Annual
Bonus Program
Our annual bonus program is a formal, organization-wide
incentive program that is intended to encourage teamwork and
innovation, focus attention on specific business objectives and
award the achievement of these objectives. It is intended to
provide incentives to create value for our stockholders and to
establish and maintain a performance and achievement-oriented
environment throughout the organization. Each executive has an
opportunity to earn higher bonuses for outstanding performance
and, conversely, each executive is penalized for below target
performance. The annual bonus is discretionary.
Executives are eligible to receive an annual bonus calculated as
a percentage of their base salary. Annual bonuses provide
executives with the opportunity to earn cash compensation in
excess of their annual target compensation level, but only in
the event that corporate, group and individual goals have been
exceeded. Conversely, if corporate, group and individual
performance do not meet the pre-established objectives, annual
bonuses may be reduced below the target level. In determining an
annual bonus where performance does not meet
27
the pre-established objectives, the Compensation Committee looks
at whether corporate goals were met, whether the group or
individual performance goals were met, and for any goals not
met, the discrepancy between the actual performance achievement
and the goal.
The annual bonuses for executives are weighted between
corporate, group and individual performance objectives. The
following table provides the target bonus percentages and
weightings for executive management for 2009:
|
|
|
|
|
|
|
Weighting
|
|
|
|
|
Corporate v. Group/
|
|
Bonus as a% of
|
|
|
Individual
|
|
Base Salary
|
Position
|
|
Performance
|
|
(Minimum-Target-Maximum)
|
|
Chairman and CEO
|
|
80% v. 20%
|
|
0% - 150% - 300%
|
President, Europe & Asia
|
|
60% v. 40%
|
|
0% - 125% - 250%
|
President, The Americas
|
|
60% v. 40%
|
|
0% - 125% - 250%
|
President, Private Capital
|
|
60% v. 40%
|
|
0% - 125% - 250%
|
Chief Financial Officer
|
|
50% v. 50%
|
|
0% - 100% - 200%
|
We set performance targets based on historical and projected
results, market expectations and peer performance, as well as
key business priorities. In establishing the targets for
measuring performance the Compensation Committee assesses the
difficulty of achieving each target. The Compensation Committee
attempts to ensure that the targets are motivational and that
they inspire the participants to exceed their goals. Over the
last five years, the company has performed below target in two
years and exceeded target in three years.
The Compensation Committee approved the measurement of the
companys performance on the following four key performance
measures and targets derived from our 2009 business plan.
|
|
|
|
|
Performance Measure
|
|
Weighting
|
|
Core Adjusted FFO per
share
(1)
|
|
|
40
|
%
|
Deleveraging Strategies
|
|
|
30
|
%
|
G&A Cost Reduction
|
|
|
15
|
%
|
Private Capital
|
|
|
15
|
%
|
|
|
|
|
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
(1)
|
|
We assigned more weight to the Core Adjusted FFO (funds from
operations) performance measure relative to the other
performance measures as we believe Core Adjusted FFO provides
the best assessment of our operating performance for the company
as a whole for compensation purposes, among others. Core
Adjusted FFO is a non-GAAP financial measure which we use as a
supplemental measure of operating performance that excludes
historical cost depreciation and amortization, impairment and
restructuring charges, debt extinguishment losses, equity
investment decisions and strategies, and development gains,
among other items, from net income as defined by GAAP, generally
accepted accounting principles.
|
2009
Performance.
We exceeded our goal for our deleveraging strategies and
general & administrative cost reduction performance
measures; however, we ended our year below plan with respect to
our other two performance measures.
At the end of 2009, our Chairman and CEO assessed our
achievements compared to the 2009 business plan as well as our
achievement of our three business priorities to strengthen our
balance sheet, reduce costs and position AMB to lead the
industrial real estate sector. Based upon the achievement of
these goals, the Chairman recommended to the Compensation
Committee, and the Compensation Committee approved a corporate
performance rating slightly below target. The corporate
performance rating determined the size of the companys
bonus pool and that rating was use to calculate the corporate
performance portion of the executives bonus payment.
The Compensation Committee evaluates the individual performance
of the Chairman and CEO and determines his annual bonus. The
Chairman and CEO does not participate in or influence the
decisions of the Compensation
28
Committee with respect to his annual bonus. Based on
recommendations by the Chairman and CEO, the Compensation
Committee determines the annual bonus of the other executive
officers. At the direction of the Compensation Committee, Towers
Watson reviews the bonus calculations for the executive officers
and confirms that the bonuses have been calculated in accordance
with the terms and conditions of the annual bonus program and to
ensure compliance with the philosophy of the executive
compensation program.
Our executives may choose to receive all or a portion of their
annual bonuses in cash, shares of restricted stock (valued at
125% of the cash bonus, with three-year vesting), stock options
(valued at 150% of the cash bonus, with three-year vesting on
the portion attributable to the value above 100% of the cash
bonus and vesting on the portion attributable to the 100% value
of the cash bonus within one year), or any combination of the
foregoing, subject to certain limits with respect to the equity
awards. In 2009, we set the limit so that no more than a total
of 800,000 shares could be distributed under the bonus
exchange program and no individual could receive more than
400,000 shares. While this program may result in additional
compensation for our executives, it gives our executives an
opportunity to increase their ownership in the company by
exchanging their cash compensation for equity. This program
further aligns the interests of our executives with the
interests of our stockholders and increases the likelihood of
retention of our executives through the vesting periods.
Long-Term
Equity Incentive Program
The long-term equity incentive program is intended to provide
our executives with incentives to maximize our long-term
performance and to promote the interests of our stockholders by
providing the opportunity for our executives to receive
additional grants of stock options, restricted stock or other
equity-based awards upon approval of the Compensation Committee.
Consequently, long-term equity comprises a significant portion
of total compensation for our executives.
In determining whether to award executive officers any long-term
equity incentive grants for the prior years performance,
the Compensation Committee reviews and analyzes the
companys three-year total stockholder return (TSR)
relative to a peer group comprised of 60% of the
Cohen & Steers Realty Majors and 40% of our four other
industrial real estate peers. In addition, the Compensation
Committee considers each executives individual performance
and may in its discretion modify such long-term equity incentive
awards by reducing or increasing the final awards based on group
and/or
individual performance.
The Compensation Committee has set the following measures to
determine the value of the long-term equity incentive awards:
|
|
|
Performance Measure
|
|
Weighting
|
|
Exceed Target
|
|
Greater than 200 bps above the weighted three-year average
TSR of the combined peer group
|
Target
|
|
Within 200 bps of the weighted three-year average TSR of
the combined peer group
|
Below Target
|
|
Greater than 200 bps below the weighted three-year average
TSR of the combined peer group
|
2009 Performance
.
For the three-year
period ended December 31, 2009, our peer group three-year
weighted average total stockholder return was -20.49%. Our total
stockholder return for such three-year period of -21.00% was
51 basis points below the peer group weighted average.
Therefore our performance was considered to be target as our
total stockholder return was within the 200 bps range.
The Compensation Committee evaluates the individual performance
of the Chairman and CEO and determines his long-term equity
award. The Chairman and CEO does not participate in or influence
the decisions of the Compensation Committee with respect to the
Chairman and CEOs long-term equity award. Based on
recommendations by the Chairman and CEO, the Compensation
Committee determines the value of the long-term equity awards of
the other executive officers. At the direction of the
Compensation Committee, Towers Watson reviews the value of the
long-term equity awards for the Chairman and CEO and other
executive officers to ensure compliance with the philosophy of
the executive compensation program.
29
Members of executive management receiving a long-term equity
incentive award may choose to receive stock options, restricted
stock or a combination of both with the restriction that no more
than 40% of the award is in the form of stock options. All
shares of restricted stock granted with respect to the long-term
equity incentive program generally vest over a period of four or
five years, at a rate of one-fourth or one-fifth of such grant,
respectively, on January 1st or
February 1st of each year, thereby encouraging the
retention of our executives. Stock options awarded under the
long-term equity incentive program are granted with an exercise
price set at the fair market value of our common stock on the
date of the grant and generally vest over a period of three
years, at a rate of one-third of such grant, on
January 1st or February 1st and each option
has a term of ten years, thereby encouraging the retention of
our executives. Stock option grants will only be of value to our
executives if our stock price increases over time. The
Compensation Committee uses the Black-Scholes model to calculate
the number of underlying shares of stock in a stock option grant
that an individual would receive under either the annual bonus
and/or
long-term equity incentive program.
2009
Chairman and Chief Executive Officer and Other Named Executive
Officers Compensation
Our Named Executive Officers for 2009 are Mr. Moghadam, our
Chairman and CEO, Mr. Olinger, our Chief Financial Officer,
and Messrs. Jaquier, Reilly and Roberts. Our Named
Executive Officers compensation for 2009 was determined
using the framework discussed under AMB Pay Practices,
General Overview and Executive Compensation
Program above. Specifically, to determine the
executives annual bonuses, the Compensation Committee
evaluated their performance measured against our 2009 business
plan, their achievement of individual pre-established goals, as
well as achievements resulting from unanticipated business
activities during the year, and relative pay versus that of our
peer companies similarly held positions.
Specifically, the Compensation Committee considered the
following achievements for the year:
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|
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|
|
Deleveraging Strategies:
We ended 2009 with a
strong balance sheet. In the first quarter of 2009, we
successfully executed an equity offering raising approximately
$575 million. We completed property dispositions and
contributions totaling $763 million, with a stabilized
capitalization rate of 6.8%. We completed more than
$2.7 billion of debt repayments, repurchases and
extensions. As of December 31, 2009, the companys
liquidity was $1.4 billion, consisting of $1.2 billion
of availability on our lines of credit and more than
$200 million of cash. The companys share of total
debt to share of total assets was considered one of the best
liquidity profiles in the REIT industry according to Credit
Sights, Inc.
|
|
|
|
Cost Structure Reduction:
Through downsizing
personnel and streamlining
and/or
eliminating unnecessary work processes we achieved approximately
$60 million in cost savings on an annual runrate basis, or
about one-third of our total overhead.
|
|
|
|
Operations:
We leased a record 29 million
square feet in our operating portfolio during 2009. In our
development portfolio, we reduced vacancy by approximately
4.9 million square feet. Our occupancy at year end was
91.2%. Same store net operating income, without the effects of
lease termination fees, decreased 4.5% for the full year from
comparable periods, driven primarily by lower than average same
store occupancies. Average rent change on renewals and rollovers
in our operating portfolio decreased 6.9 percent.
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|
|
|
Private Capital:
Our portfolio managers
communicated effectively with our private investors throughout
the year and regularly informed our investors on the performance
of their portfolios. They effectively managed the investor
queue, and several investors rescinded earlier redemption
requests.
|
We successfully executed and resolved the near-term priorities
we identified in early in 2009 which positions us to take
advantage of emerging opportunities in 2010. Based on these
results the Named Executive Officers were awarded bonuses and
long term incentive awards as detailed in the Total Remuneration
table on page 32.
The Summary Compensation Table on page 34 details total
annual compensation for each of our Named Executive Officers as
required by applicable securities rules and regulations. The
value of the stock option and restricted stock awards as
reported in the Summary Compensation Table for each of 2009,
2008 and 2007 reflects the awards granted in each of those years
for the prior years performance, but the reported value
does not reflect the actual value earned by our Named Executive
Officers for performance in those years. As such, the Summary
30
Compensation Table does not report the total compensation earned
by our Named Executive Officers for performance in 2009, 2008
and 2007.
2009
Annual Salary and Incentive Compensation
The following chart provides a detailed description of the total
salary and incentive compensation paid to our Named Executive
Officers, which includes base salary, annual bonus and long-term
equity incentive awards for performance in 2009. The
compensation discussed in this Compensation Discussion and
Analysis section differs from that disclosed in the Summary
Compensation Table because:
(i) We include, for 2009 performance:
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|
|
|
|
The total value of the bonus amount after any exchange into
equity as part of our annual bonus exchange program on the grant
date; and
|
|
|
|
the total value of long-term equity incentive awards on the
grant date.
|
(ii) We do not include the value of equity awards actually
granted in 2009, for 2008 performance.
|
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|
|
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|
|
|
|
|
|
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|
Total Salary
|
|
|
Annual
|
|
|
|
Long-Term
|
|
and Incentive
|
Executive
|
|
Base Salary
|
|
Annual
Bonus
(6)
|
|
Incentive
Value
(6)
|
|
Compensation
|
|
Hamid R. Moghadam,
|
|
$
|
613,250
|
|
|
After Bonus Exchange: $1,754,228
|
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$
|
2,500,000
|
|
|
$
|
4,867,478
|
|
Chairman and Chief Executive
Officer
(1)
|
|
|
|
|
|
Actual: $1,200,000
|
|
|
|
|
|
|
|
|
Thomas S. Olinger,
|
|
$
|
368,250
|
|
|
Actual: $383,000
|
|
$
|
870,000
|
|
|
$
|
1,621,250
|
|
Chief Financial
Officer
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
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Guy F. Jaquier,
|
|
$
|
390,250
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|
Actual: $486,000
|
|
$
|
1,600,000
|
|
|
$
|
2,476,250
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|
President, Europe and
Asia
(3)
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|
|
|
|
|
|
|
|
|
|
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Eugene F. Reilly,
|
|
$
|
390,250
|
|
|
Actual: $530,000
|
|
$
|
1,600,000
|
|
|
$
|
2,520,250
|
|
President, The
Americas
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
$
|
390,250
|
|
|
Actual: $419,000
|
|
$
|
1,333,333
|
|
|
$
|
2,142,583
|
|
Former President, Private
Capital
(5)
|
|
|
|
|
|
|
|
|
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|
|
|
|
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(1)
|
|
Mr. Moghadam elected to receive his entire annual bonus in
equity. He was awarded 10,331 shares of restricted stock
which included a 25% exchange premium equal to
2,066 shares, which vests over three years. He also
received 270,000 stock options which included a 50% premium
equal to 90,000 stock options with 180,000 stock options vesting
through January 1, 2011 and the remaining 90,000 stock
options which vest over three years. Mr. Moghadams
long-term incentive award included 67,750 shares of
restricted stock, which vests over four years, and 176,991 stock
options, which vest over three years.
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(2)
|
|
Mr. Olingers long-term incentive award included
33,401 shares of restricted stock, which vests over four
years, and 23,097 stock options, which vest over three years.
|
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(3)
|
|
Mr. Jaquiers long-term incentive award included
43,360 shares of restricted stock, which vest over four
years, and 113,274 stock options, which vest over three years.
|
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(4)
|
|
Mr. Reillys long-term incentive award included
72,267 shares of restricted stock, which vest over four
years.
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|
(5)
|
|
Per the terms of the separation agreement, Mr. Roberts
received a long-term incentive award as a cash payment.
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(6)
|
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The amounts included for the bonus exchange value listed above
for participating officers are based on the closing sales price
of our common stock on the date the bonuses and shares were
awarded with respect to 2009 performance, February 11,
2010, $22.14 per share.
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|
|
The number of options granted with respect to bonus exchange and
long-term equity incentive awards to our Named Executive
Officers was based on the Black-Scholes value on the date of
grant, which was calculated utilizing the following assumptions:
|
|
|
|
|
|
Market price on date of grant;
|
|
|
|
Exercise price same as market price on date of grant;
|
31
|
|
|
|
|
Assume average outstanding term of six years (While stock
options have a term of ten years, we assume a shorter term to
reflect the historical forecasted average length of time that
our executive officers hold the options until exercise);
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|
Risk-free rate, six-year interpolated US Treasury;
|
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|
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Volatility ten-year historical volatility; and
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|
|
Dividend rate annual dividend of $1.12.
|
The Company cautions that the actual amount ultimately realized
by a Named Executive Officer from the disclosed equity awards
under both the bonus exchange and long-term equity incentive
award columns may vary based on various factors, including stock
price fluctuations, differences from the valuation assumptions
used, the timing of exercise or applicable vesting and our
operating performance.
2009
Perquisites and Other Compensation
Each executive officer is provided company-paid parking.
Executive officers also are eligible to receive financial
planning assistance. Each executive is required to pay 30% of
the financial planning fee. AMBs health care, insurance
and other welfare programs are the same for all eligible
employees. AMB has no outstanding loans to its executive
officers, and since our initial public offering in 1997, has not
made any loans to its executive officers. In addition, we will
continue to comply with federal laws enacted in 2002 which
prohibit the company from making any new loans to its executive
officers.
The table below provides a more detailed description of the
value of each perquisite or other compensation component earned
by each executive in 2009.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Other Compensation
|
|
|
|
|
|
|
|
|
|
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Dividends on
|
|
|
|
|
|
Tax Gross
|
|
|
|
|
|
|
Perquisites
|
|
Unvested
|
|
401(k)
|
|
|
|
up on
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
Restricted
|
|
Company
|
|
Life
|
|
Financial
|
|
|
|
|
Executive
|
|
Planning
|
|
Parking
|
|
Subtotal
|
|
Stock
|
|
Match
|
|
Insurance
|
|
Planning
|
|
Subtotal
|
|
Total
|
|
Hamid R. Moghadam
|
|
$
|
39,550
|
|
|
$
|
5,040
|
|
|
$
|
44,590
|
|
|
$
|
149,526
|
|
|
$
|
7,350
|
|
|
$
|
576
|
|
|
$
|
22,911
|
|
|
$
|
180,363
|
|
|
$
|
224,953
|
|
Thomas S. Olinger
|
|
$
|
8,665
|
|
|
$
|
2,160
|
|
|
$
|
10,825
|
|
|
$
|
28,683
|
|
|
$
|
7,350
|
|
|
$
|
576
|
|
|
$
|
5,020
|
|
|
$
|
41,629
|
|
|
$
|
52,454
|
|
Guy A. Jaquier
|
|
$
|
8,665
|
|
|
$
|
2,160
|
|
|
$
|
10,825
|
|
|
$
|
60,698
|
|
|
$
|
7,350
|
|
|
$
|
576
|
|
|
$
|
5,020
|
|
|
$
|
73,644
|
|
|
$
|
84,469
|
|
Eugene F. Reilly
|
|
$
|
8,330
|
|
|
$
|
3,480
|
|
|
$
|
11,810
|
|
|
$
|
62,137
|
|
|
$
|
7,350
|
|
|
$
|
576
|
|
|
$
|
3,051
|
|
|
$
|
73,114
|
|
|
$
|
84,924
|
|
John T. Roberts, Jr.
|
|
$
|
8,665
|
|
|
$
|
2,160
|
|
|
$
|
10,825
|
|
|
$
|
49,573
|
|
|
$
|
7,350
|
|
|
$
|
576
|
|
|
$
|
5,020
|
|
|
$
|
62,519
|
|
|
$
|
73,344
|
|
The company does not provide to any of its employees, including
the Chairman and CEO and other executives, with any of the
following: severance plans other than the change in control and
non-competition agreements described in this proxy statement, or
supplemental retirement benefits other than our non-qualified
deferred compensation plans.
2009
Total Remuneration
The following chart shows the total remuneration for our Named
Executive Officers awarded for 2009 performance, and details the
amount awarded for the following components of remuneration:
(i) Salary and incentive compensation;
(ii) perquisites; and (iii) other compensation.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary and
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
Other
|
|
Total
|
Executive
|
|
Compensation
|
|
Perquisites
|
|
Compensation
|
|
Remuneration
|
|
Hamid R. Moghadam
|
|
$
|
4,867,478
|
|
|
$
|
44,590
|
|
|
$
|
180,363
|
|
|
$
|
5,092,431
|
|
Thomas S. Olinger
|
|
$
|
1,621,250
|
|
|
$
|
10,825
|
|
|
$
|
41,629
|
|
|
$
|
1,673,704
|
|
Guy A. Jaquier
|
|
$
|
2,476,250
|
|
|
$
|
10,825
|
|
|
$
|
73,644
|
|
|
$
|
2,560,719
|
|
Eugene F. Reilly
|
|
$
|
2,520,250
|
|
|
$
|
11,810
|
|
|
$
|
73,114
|
|
|
$
|
2,605,174
|
|
John T. Roberts, Jr.
|
|
$
|
2,142,583
|
|
|
$
|
10,825
|
|
|
$
|
62,519
|
|
|
$
|
2,215,927
|
|
32
Impact of
Accounting and Tax Treatment
In designing our executive compensation program, we consider the
tax treatment of compensation paid to our executive officers,
including bonuses and long-term equity incentive awards, while
also seeking to appropriately reward our executives for their
performance. Section 162(m) of the Internal Revenue Code
limits the tax deduction for compensation paid to the chief
executive officer and any of the three most highly compensated
executive officers, other than the Chief Financial Officer,
employed by publicly held corporations at fiscal year-end to
$1.0 million per year, subject to certain performance,
disclosure and stockholder requirements. Grants of stock options
and restricted stock under the Amended and Restated 2002 Stock
Option and Incentive Plan, are intended to qualify as
performance based compensation, which is not subject to the
Section 162(m) deduction limitation. The Compensation
Committee presently intends that, so long as it is consistent
with our overall compensation objectives and, to the extent
reasonable, all executive compensation will be deductible for
federal income tax purposes and, for the year ended
December 31, 2009, there were no exceptions. The
Compensation Committee, however, may design programs that
recognize a full range of performance criteria important to our
success, even where compensation payable under such programs may
not be deductible. Because we intend to qualify as a real estate
investment trust under the Internal Revenue Code, we generally
distribute at least 100% of our net taxable income each year and
therefore do not pay U.S. federal income tax. As a result,
and based on the level of cash compensation paid to our
executive officers, the possible loss of a federal tax deduction
would not be expected to have a material impact on us.
In addition, we have also structured our executive compensation
program with the intention that it complies with
Section 409A of the Internal Revenue Code, which may impose
additional taxes on our executive officers for certain
compensatory arrangements that provide for the payment of
deferred compensation which is not in compliance with
Section 409A.
Accounting considerations also play a role in the design of our
executive compensation program, in particular, ASC 718.
Currently, we expense our base salary in the year it is earned.
We also expense our annual bonus cash compensation in the year
it is earned. In accordance with ASC 718, we expense our stock
option and restricted stock grants awarded as part of our annual
bonus exchange program and long-term equity incentive program
over the vesting period of such grants.
Stock
Option Grant Timing Practices
We award grants of stock options, restricted stock or deferred
stock to certain employees: when such employees begin
employment; when an employee is promoted to the officer level;
when an officer exchanges
his/her
annual cash bonus into equity; and as an award under the
long-term equity incentive program. The majority of our equity
awards in any year are made in conjunction with our annual
bonuses, generally, sometime in February or March. Awards with
respect to new employees and promotions are generally made each
Friday after the close of the market. New executive grants are
approved by the Compensation Committee and made on the first day
of employment. Our fiscal year earnings results are generally
announced at the end of January, and we do not time the February
or March meeting to coincide with the announcement of any other
material non-public information. All stock option awards have an
exercise price equal to the closing sales price of such stock on
the date of grant.
Prior to calendar year end, as part of our annual bonus exchange
program, our executives and certain other officers elect whether
to receive a portion of their current year bonus in stock option
grants or restricted stock grants to be awarded in February or
March of the following year. Stock options awarded as a result
of the executives or officers participation in the
annual bonus exchange program or under the long-term equity
incentive program are approved and granted by the Compensation
Committee on the day the Compensation Committee meets, and thus
the exercise price is the closing sales price of our common
stock on that day. Annual long-term equity grants are also
awarded to eligible officers and non-officer employees at the
same meeting. These stock option grant timing practices are
applied consistently to executive officers and our other
employees.
Stock
Ownership Guidelines
Because the Board of Directors of the company believes strongly
in linking the interests of our non-employee directors, senior
officers and stockholders, the Board has established stock
ownership guidelines for our non-employee directors and senior
officers. The ownership guidelines specify a number of shares
and/or
partnership
33
units that AMBs non-employee directors and
U.S.-based
senior officers (Senior Vice Presidents and above) must
accumulate and hold, which may include the value attributed to
unvested shares of restricted stock. Non-employee directors are
expected to own or acquire, by the later of September 2007 or
three years of first becoming a director, shares having a market
value of at least $175,000. Senior officers are expected to own
or acquire a certain amount of shares or limited partnership
units of AMB Property, L.P. by the later of September 2010 or
five years after the officers appointment to a senior
position. The specific share and unit requirements for senior
officers are based on the equity market value of a multiple of
annual base salary compensation, with the higher multiples
applying to executive officers having the highest levels of
responsibility. Our Chairman and CEO is expected to hold shares
and/or
units
worth at least five times his base salary; other executive
officers are expected to hold shares
and/or
units
worth at least three times their base salary; and our senior
vice presidents are expected to hold shares
and/or
units
worth at least one time their base salary. Compliance with the
guidelines is monitored by our human resources department.
Summary
We believe the compensation programs for our executive officers
are reasonable and are competitive with compensation programs
provided to similarly situated officers at our peer companies.
We believe the annual bonus and equity incentive payments made
to the executive officers named in the Summary Compensation
Table in respect of the year 2009 are appropriate and
commensurate with our 2009 financial and strategic performance
and their individual achievements during the year. We believe
the long-term equity incentive opportunities provided to our
executive officers, in the form of stock options and restricted
stock, are also appropriate and are awarded in a manner
consistent with our philosophy of aligning our executives
interests with that of our stockholders for long-term value and
growth.
EXECUTIVE
COMPENSATION
The following table sets forth, for the year ended
December 31, 2009, the annual base salary, bonus, long-term
equity incentive awards and other compensation earned by or
granted with respect to our Named Executive Officers during 2009.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Stock Awards
|
|
Option Awards
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
(1)
|
|
($)
(2)(3)(4)
|
|
($)
(2)(5)(6)
|
|
($)
(4)
|
|
($)
|
|
Hamid R. Moghadam
|
|
|
2009
|
|
|
|
613,250
|
|
|
|
1,200,000
|
(7)
|
|
|
854,538
|
(7)
|
|
|
1,230,505
|
(7)
|
|
|
224,953
|
(8)
|
|
|
4,123,246
|
|
Chairman and Chief Executive
|
|
|
2008
|
|
|
|
657,750
|
|
|
|
570,000
|
(7)
|
|
|
4,984,930
|
(7)
|
|
|
|
|
|
|
474,238
|
(8)
|
|
|
6,686,918
|
|
Officer
|
|
|
2007
|
|
|
|
640,500
|
|
|
|
1,640,000
|
(7)
|
|
|
3,937,956
|
(7)
|
|
|
|
|
|
|
392,293
|
(8)
|
|
|
6,610,749
|
|
Thomas S. Olinger
|
|
|
2009
|
|
|
|
368,250
|
|
|
|
383,000
|
|
|
|
269,987
|
(9)
|
|
|
181,158
|
(9)
|
|
|
52,454
|
(8)
|
|
|
1,254,849
|
|
Chief Financial Officer
|
|
|
2008
|
|
|
|
378,000
|
|
|
|
325,000
|
(9)
|
|
|
767,434
|
(9)
|
|
|
189,126
|
(9)
|
|
|
67,293
|
(8)
|
|
|
1,726,853
|
|
|
|
|
2007
|
|
|
|
289,947
|
(9)
|
|
|
460,000
|
(9)
|
|
|
584,300
|
(9)
|
|
|
|
|
|
|
35,322
|
(8)
|
|
|
1,369,569
|
|
Guy F. Jaquier
|
|
|
2009
|
|
|
|
390,250
|
|
|
|
486,000
|
|
|
|
474,989
|
(10)
|
|
|
670,092
|
(10)
|
|
|
84,469
|
(8)
|
|
|
2,105,800
|
|
President, Europe & Asia
|
|
|
2008
|
|
|
|
440,500
|
|
|
|
400,000
|
(10)
|
|
|
1,666,714
|
(10)
|
|
|
349,430
|
(10)
|
|
|
149,616
|
(8)
|
|
|
3,006,260
|
|
|
|
|
2007
|
|
|
|
400,250
|
|
|
|
860,000
|
(10)
|
|
|
1,106,142
|
(10)
|
|
|
174,990
|
(10)
|
|
|
117,607
|
(8)
|
|
|
2,658,989
|
|
Eugene F. Reilly
|
|
|
2009
|
|
|
|
390,250
|
|
|
|
530,000
|
|
|
|
474,989
|
(11)
|
|
|
670,092
|
(11)
|
|
|
84,924
|
(8)
|
|
|
2,150,255
|
|
President, The Americas
|
|
|
2008
|
|
|
|
440,500
|
|
|
|
400,000
|
(11)
|
|
|
1,747,461
|
(11)
|
|
|
|
|
|
|
127,708
|
(8)
|
|
|
2,715,669
|
|
|
|
|
2007
|
|
|
|
400,250
|
|
|
|
860,000
|
(11)
|
|
|
824,970
|
(11)
|
|
|
|
|
|
|
96,290
|
(8)
|
|
|
2,181,510
|
|
John T. Roberts, Jr.
|
|
|
2009
|
|
|
|
390,250
|
|
|
|
419,000
|
(12)
|
|
|
304,645
|
(12)
|
|
|
1,118,125
|
(12)
|
|
|
73,344
|
(8)
|
|
|
2,305,364
|
|
President, Private Capital
|
|
|
2008
|
|
|
|
440,500
|
|
|
|
260,000
|
(12)
|
|
|
1,392,196
|
(12)
|
|
|
|
|
|
|
149,461
|
(8)
|
|
|
2,242,157
|
|
|
|
|
2007
|
|
|
|
400,250
|
|
|
|
715,300
|
(12)
|
|
|
759,955
|
(12)
|
|
|
|
|
|
|
135,321
|
(8)
|
|
|
2,010,826
|
|
|
|
|
(1)
|
|
The Compensation Committee of the Board of Directors determined
the amount of any such bonus. The bonuses for 2007 performance
were paid in 2008, the bonuses for 2008 were paid in 2009, and
the bonuses for 2009 were paid in 2010. At the option of the
Named Executive Officer, the officer may receive his bonus in
any combination of cash, restricted shares of our common stock
(valued at 125% of the cash bonus, with a three-year vesting
period) or options to purchase shares of our common stock
(valued at 150% of the cash bonus in
|
34
|
|
|
|
|
2009, 2008, and 2007 based on our Black-Scholes value, with a
three-year vesting period on options in excess of the 100% cash
bonus value, and for 2009, vesting within one year and for 2008
and 2007, immediate vesting of the remainder).
|
|
(2)
|
|
These amounts are the full grant date fair value of the awards
determined in accordance with ASC 718, excluding the value of
forfeitures.
|
|
(3)
|
|
Dividends will be paid on the restricted stock granted to our
directors, executive officers and other employees. These
dividends were not preferential. All of our restricted stock
grants vest annually in either three, four or five installments
assuming continued employment.
|
|
(4)
|
|
During 2009, 2008, and 2007, our Named Executive Officers earned
dividends on their shares of unvested restricted stock, and held
the number of shares of restricted stock as of December 31,
2009, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Unvested
|
|
|
|
|
Aggregate Dividends
|
|
Restricted Stock
|
|
|
|
|
Paid on
|
|
Held at
|
|
|
Fiscal
|
|
Unvested
|
|
December 31,
|
Executive
|
|
Year
|
|
Restricted Stock ($)
|
|
2009 (#)
|
|
Hamid R. Moghadam
|
|
|
2009
|
|
|
|
149,526
|
|
|
|
178,007
|
|
|
|
|
2008
|
|
|
|
410,136
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
327,808
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
2009
|
|
|
|
28,683
|
|
|
|
34,147
|
|
|
|
|
2008
|
|
|
|
42,033
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
15,000
|
|
|
|
|
|
Guy F. Jaquier
|
|
|
2009
|
|
|
|
60,698
|
|
|
|
72,259
|
|
|
|
|
2008
|
|
|
|
127,015
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
93,030
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
2009
|
|
|
|
62,137
|
|
|
|
73,973
|
|
|
|
|
2008
|
|
|
|
116,817
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
71,822
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
|
2009
|
|
|
|
49,573
|
|
|
|
59,016
|
|
|
|
|
2008
|
|
|
|
126,860
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
110,744
|
|
|
|
|
|
|
|
|
(5)
|
|
In accordance with ASC 718, we value stock options using the
Black-Scholes option-pricing model and recognize this value as
an expense over the vesting period of the options.
|
|
|
|
The fair value of option grant expense reported in the Summary
Compensation Table was estimated using the Black-Scholes option
pricing model with the following assumptions used for grants
made in 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
Expected
|
|
Risk-free
|
|
|
Grant Year
|
|
Yield
|
|
Volatility
|
|
Interest Rates
|
|
Expected Life
|
|
2009
|
|
|
7.0
|
%
|
|
|
42.2
|
%
|
|
|
2.2
|
%
|
|
|
7 years
|
|
2008
|
|
|
4.1
|
%
|
|
|
28.7
|
%
|
|
|
2.8
|
%
|
|
|
5 years
|
|
2007
|
|
|
3.1
|
%
|
|
|
18.9
|
%
|
|
|
4.7
|
%
|
|
|
6 years
|
|
|
|
|
|
|
See Part IV, Item 15: Note 11 of the Notes
to Consolidated Financial Statements in our annual report
filed on
Form 10-K
for the year ended December 31, 2007, Part IV,
Item 15: Note 12 of the Notes to Consolidated
Financial Statements in our annual report filed on Form
10-K
for the
year ended December 31, 2008, and Part IV,
Item 15: Note 16 of the Notes to Consolidated
Financial Statements in our annual report filed on
Form 10-K
for the year ended December 31, 2009 for more detailed
information regarding these assumptions.
|
|
(6)
|
|
Based on 2007 to 2009 performance, certain Named Executive
Officers received options to purchase shares of our common stock
February 21, 2008, February 10, 2009 and
February 11, 2010 either as part of our annual bonus
exchange program or our long-term equity incentive award
program. All long-term incentive award options become
exercisable in three annual installments; a portion of bonus
exchange options representing 100% of the base bonus amount vest
immediately; and bonus exchange options representing 50% of the
base bonus amount vest in three annual installments. All such
options have a term of not more than 10 years. All option
exercise prices are equal to the fair market value of our common
stock on the date of grant.
|
35
|
|
|
(7)
|
|
For performance in 2009, Mr. Moghadam was awarded a bonus
of $1,200,000. In lieu of receiving his 2009 bonus in cash,
Mr. Moghadam received a grant of 10,331 restricted shares
of our common stock, which vests over three years, a grant of
180,000 options to purchase shares of our common stock, which
vests within one year, and 90,000 options to purchase shares of
our common stock, which vests over three years. In addition,
Mr. Moghadam received a performance grant of 67,750
restricted shares of our common stock which vests over four
years, and a performance option to purchase up to
176,991 shares of our common stock, which vests over three
years.
|
|
|
|
For performance in 2008, Mr. Moghadam was awarded a bonus
of $570,000. In lieu of receiving his 2008 bonus entirely in
cash, Mr. Moghadam received $170,359 in cash, a grant of
6,567 restricted shares of our common stock, which vests over
three years, a grant of 100,000 options to purchase shares of
our common stock, which vested immediately, and 50,000 options
to purchase shares of our common stock, which vests over three
years. In addition, Mr. Moghadam received a performance
grant of 47,100 restricted shares of our common stock which
vests over four years, and a performance option to purchase up
to 237,341 shares of our common stock, which vests over
three years.
|
|
|
|
For performance in 2007, Mr. Moghadam was awarded a bonus
of $1,640,000. In lieu of receiving his 2007 bonus in cash,
Mr. Moghadam received a grant of 42,042 restricted shares
of our common stock, which vests over three years. In addition,
Mr. Moghadam received a performance grant of 60,192
restricted shares of our common stock which vests over four
years.
|
|
(8)
|
|
The Named Executive Officers received reimbursements during each
fiscal year for parking, financial planning services, life
insurance premiums and the payment of taxes with respect to
financial planning services, which is reflected in this column,
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
Planning
|
|
|
|
Tax Gross-
|
|
Life Insurance
|
|
401(k)
|
Executive
|
|
Earned
|
|
Services ($)
|
|
Parking ($)
|
|
Up ($)
|
|
Premium ($)
|
|
Match ($)
|
|
Hamid R. Moghadam
|
|
|
2009
|
|
|
|
39,550
|
|
|
|
5,040
|
|
|
|
22,911
|
|
|
|
576
|
|
|
|
7,350
|
|
|
|
|
2008
|
|
|
|
37,500
|
|
|
|
5,160
|
|
|
|
20,866
|
|
|
|
576
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
36,050
|
|
|
|
7,800
|
|
|
|
20,059
|
|
|
|
576
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
2009
|
|
|
|
8,665
|
|
|
|
2,160
|
|
|
|
5,020
|
|
|
|
576
|
|
|
|
7,350
|
|
|
|
|
2008
|
|
|
|
8,111
|
|
|
|
5,160
|
|
|
|
4,513
|
|
|
|
576
|
|
|
|
6,900
|
|
|
|
|
2007
|
|
|
|
7,025
|
|
|
|
3,600
|
|
|
|
3,909
|
|
|
|
480
|
|
|
|
5,308
|
|
Guy F. Jaquier
|
|
|
2009
|
|
|
|
8,665
|
|
|
|
2,160
|
|
|
|
5,020
|
|
|
|
576
|
|
|
|
7,350
|
|
|
|
|
2008
|
|
|
|
8,330
|
|
|
|
2,160
|
|
|
|
4,635
|
|
|
|
576
|
|
|
|
6,900
|
|
|
|
|
2007
|
|
|
|
8,000
|
|
|
|
4,800
|
|
|
|
4,451
|
|
|
|
576
|
|
|
|
6,750
|
|
Eugene F. Reilly
|
|
|
2009
|
|
|
|
8,330
|
|
|
|
3,480
|
|
|
|
3,051
|
|
|
|
576
|
|
|
|
7,350
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
3,415
|
|
|
|
|
|
|
|
576
|
|
|
|
6,900
|
|
|
|
|
2007
|
|
|
|
8,000
|
|
|
|
5,420
|
|
|
|
3,722
|
|
|
|
576
|
|
|
|
6,750
|
|
John T. Roberts, Jr.
|
|
|
2009
|
|
|
|
8,665
|
|
|
|
2,160
|
|
|
|
5,020
|
|
|
|
576
|
|
|
|
7,350
|
|
|
|
|
2008
|
|
|
|
8,330
|
|
|
|
2,160
|
|
|
|
4,635
|
|
|
|
576
|
|
|
|
6,900
|
|
|
|
|
2007
|
|
|
|
8,000
|
|
|
|
4,800
|
|
|
|
4,451
|
|
|
|
576
|
|
|
|
6,750
|
|
|
|
|
|
|
In addition, dividends paid on unvested restricted stock for
each Named Executive Officer paid in 2009, 2008, and 2007 are
reflected in this column. See footnote (4) above for
details on individual amounts paid. The spouses of certain of
the Named Executive Officers accompanied such executive officers
to certain business functions and events during the year;
however, travel expenses for the spouses were not paid by the
company except for miscellaneous incidental expenses. The
incremental cost to the company for the costs of such incidental
expenses were less than $10,000 per each executive officer;
therefore, such amounts are not reflected in this column.
|
|
(9)
|
|
For performance in 2009, Mr. Olinger was awarded a bonus of
$383,000. In addition, Mr. Olinger received a performance
grant of 33,401 restricted shares of our common stock which
vests over four years, and a performance option to purchase up
to 23,097 shares of our common stock, which vests over
three years.
|
36
|
|
|
|
|
For performance in 2008, Mr. Olinger was awarded a bonus of
$325,000. In addition, Mr. Olinger received a performance
grant of 16,959 restricted shares of our common stock which
vests over four years, and a performance option to purchase up
to 56,603 shares of our common stock, which vests over
three years.
|
|
|
|
For performance in 2007, Mr. Olinger was awarded a bonus of
$460,000. In lieu of receiving his 2007 bonus entirely in cash,
Mr. Olinger received $300,000 in cash and a grant of 4,101
restricted shares of our common stock, which vests over three
years. In addition, Mr. Olinger received a performance
grant of 11,638 restricted shares of our common stock which
vests over four years, and a performance option to purchase up
to 20,925 shares of our common stock, which vests over
three years. Mr. Olinger commenced employment with us on
February 23, 2007, and received a grant of 10,000
restricted shares of common stock, which vests over five years.
Mr. Olingers 2007 salary, bonus and long-term equity
incentive award were prorated based on his employment
commencement date of February 23, 2007.
|
|
(10)
|
|
For performance in 2009, Mr. Jaquier was awarded a bonus of
$486,000. In addition, Mr. Jaquier received a performance
grant of 43,360 restricted shares of our common stock, which
vests over four years, and a performance option to purchase up
to 113,274 shares of our common stock, which vests over
three years.
|
|
|
|
For performance in 2008, Mr. Jaquier was awarded a bonus of
$400,000. In lieu of receiving his 2008 bonus entirely in cash,
Mr. Jaquier received $272,800 in cash and a grant of
options to purchase 40,000 shares of our common stock,
which vested immediately and a grant of options to purchase
20,000 shares of our common stock, which vest over three
years. In addition, Mr. Jaquier received a performance
grant of 29,836 restricted shares of our common stock, which
vests over four years, and a performance option to purchase up
to 149,371 shares of our common stock, which vests over
three years.
|
|
|
|
For performance in 2007, Mr. Jaquier was awarded a bonus of
$860,000. In lieu of receiving his 2007 bonus in cash,
Mr. Jaquier elected to exchange 25% of his annual bonus
into restricted stock and received a grant of 5,511 restricted
shares of our common stock, which vests over three years. In
addition, Mr. Jaquier received a performance grant of
28,671 restricted shares of our common stock, which vests over
four years, and a performance option to purchase up to
38,661 shares of our common stock, which vests over three
years.
|
|
(11)
|
|
For performance in 2009, Mr. Reilly was awarded a bonus of
$530,000. In addition, Mr. Reilly received a performance
grant of 72,267 restricted shares of our common stock, which
vests over four years.
|
|
|
|
For performance in 2008, Mr. Reilly was awarded a bonus of
$400,000. In lieu of receiving his 2008 bonus in cash,
Mr. Reilly received $272,800 in cash and a grant of options
to purchase 40,000 shares of our common stock, which vested
immediately, and a grant of options to purchase
20,000 shares of our common stock, which vest over three
years. In addition, Mr. Reilly received a performance grant
of 29,836 restricted shares of our common stock, which vests
over four years, and a performance option to purchase up to
149,371 shares of our common stock, which vests over three
years.
|
|
|
|
For performance in 2007, Mr. Reilly was awarded a bonus of
$860,000. In addition, Mr. Reilly received a performance
grant of 35,838 restricted shares of our common stock, which
vests over four years.
|
|
(12)
|
|
For performance in 2009, Mr. Roberts was awarded a bonus of
$419,000. In addition, Mr. Roberts received his long-term
incentive in cash in the amount of $1,333,333.
|
|
|
|
For performance in 2008, Mr. Roberts was awarded a bonus of
$260,000. In lieu of receiving his 2008 bonus in cash,
Mr. Roberts received $89,065 in cash, a grant of 3,434
restricted shares of our common stock, which vests over three
years, a grant of options to purchase 40,000 shares of our
common stock, which vested immediately, and a grant of options
to purchase 20,000 shares of our common stock, which vests
over three years. In addition, Mr. Roberts received a
performance grant of 15,703 restricted shares of our common
stock, which vests over four years, and a performance option to
purchase up to 78,616 shares of our common stock, which
vests over three years.
|
|
|
|
For performance in 2007, Mr. Roberts was awarded a bonus of
$715,300. In addition, Mr. Roberts received a performance
grant of 28,552 restricted shares of our common stock, which
vests over four years.
|
37
Grants of
Plan-Based Awards
The following table shows certain information relating to
restricted shares of common stock and options to purchase shares
of our common stock granted to the Named Executive Officers in
2009 under our Amended and Restated 2002 Stock Option and
Incentive Plan.
All such 2009 grants were made in connection with performance in
2008. For information on 2010 grants made in connection with
performance in 2009, please see the Summary Compensation Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
All Other Stock
|
|
Number of
|
|
|
|
Grant Date Fair
|
|
|
|
|
Awards: Number of
|
|
Securities
|
|
Exercise or Base
|
|
Value of Stock
|
|
|
|
|
Shares of Stock or
|
|
Underlying
|
|
Price of Option
|
|
and Option
|
Name
|
|
Grant Date
|
|
Units (#)
|
|
Options
(#)
(4)
|
|
Awards ($/Sh)
|
|
Awards (#)
(5)
|
|
Hamid R. Moghadam
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
237,341
|
(3)
|
|
|
15.92
|
|
|
|
753,985
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
100,000
|
(4)
|
|
|
15.92
|
|
|
|
317,680
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
50,000
|
(3)
|
|
|
15.92
|
|
|
|
158,840
|
|
|
|
|
2/10/2009
|
|
|
|
6,567
|
(1)
|
|
|
|
|
|
|
15.92
|
|
|
|
104,547
|
|
|
|
|
2/10/2009
|
|
|
|
47,110
|
(1)
|
|
|
|
|
|
|
15.92
|
|
|
|
749,991
|
|
Thomas S. Olinger
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
56,603
|
(3)
|
|
|
15.92
|
|
|
|
181,158
|
|
|
|
|
2/10/2009
|
|
|
|
16,959
|
(1)
|
|
|
|
|
|
|
15.92
|
|
|
|
269,987
|
|
Guy F. Jaquier
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
149,371
|
(3)
|
|
|
15.92
|
|
|
|
478,062
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
40,000
|
(4)
|
|
|
15.92
|
|
|
|
128,020
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
20,000
|
(3)
|
|
|
15.92
|
|
|
|
64,010
|
|
|
|
|
2/10/2009
|
|
|
|
29,836
|
(1)
|
|
|
|
|
|
|
15.92
|
|
|
|
474,989
|
|
Eugene F. Reilly
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
149,371
|
|
|
|
15.92
|
|
|
|
478,062
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
40,000
|
|
|
|
15.92
|
|
|
|
128,020
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
20,000
|
(3)
|
|
|
15.92
|
|
|
|
64,010
|
|
|
|
|
2/10/2009
|
|
|
|
29,836
|
(1)
|
|
|
|
|
|
|
15.92
|
|
|
|
474,989
|
|
John T. Roberts, Jr.
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
78,616
|
(3)
|
|
|
15.92
|
|
|
|
789,305
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
20,000
|
(3)
|
|
|
15.92
|
|
|
|
128,020
|
|
|
|
|
2/10/2009
|
|
|
|
|
|
|
|
40,000
|
(4)
|
|
|
15.92
|
|
|
|
200,800
|
|
|
|
|
2/10/2009
|
|
|
|
3,433
|
(2)
|
|
|
|
|
|
|
15.92
|
|
|
|
54,653
|
|
|
|
|
2/10/2009
|
|
|
|
15,703
|
(1)
|
|
|
|
|
|
|
15.92
|
|
|
|
249,992
|
|
|
|
|
(1)
|
|
All shares of restricted stock granted to Named Executive
Officers with respect to 2008 performance were granted on
February 10, 2009 and vest in four equal annual
installments (rounded to the nearest whole share of common
stock) on February 1, 2010, 2011, 2012 and 2013. All
dividends paid on unvested shares of restricted stock are paid
at the same rate as paid to all stockholders and are not
preferential.
|
|
(2)
|
|
All shares of restricted stock granted to Named Executive
Officers with respect to 2008 performance were granted on
February 10, 2009 and vest in three annual installments
(rounded to the nearest whole share of common stock) on
February 1, 2010, 2011, and 2012; 40% in each of the first
two years, and 20% in the third year. All dividends paid on
unvested shares of restricted stock are paid at the same rate as
paid to all stockholders and are not preferential.
|
|
(3)
|
|
All options granted to Named Executive Officers with respect to
2008 performance were granted on February 10, 2009 and
become exercisable in three equal annual installments (rounded
to the nearest whole share of our common stock) on
February 1, 2010, 2011, and 2012.
|
|
(4)
|
|
All options granted with respect to 2008 performance granted in
2009 to Named Executive Officers vest fully on February 1,
2011 and have a term of not more than ten years. The option
exercise price is equal to the fair market value of the common
stock on the date of grant.
|
|
(5)
|
|
The total number of shares of common stock underlying such
options used in such calculation is as of February 10,
2009, the grant date of the annual options relating to 2008
performance.
|
38
Equity
Compensation Plan Information
We have two equity compensation plans: (1) the Third
Amended and Restated 1997 Stock Option and Incentive Plan, as
amended, and (2) the Amended and Restated 2002 Stock Option
and Incentive Plan. A total of 17,500,000 shares of common
stock are authorized for issuance pursuant to the Amended and
Restated 2002 Stock Option and Incentive Plan, and no new grants
are being made from the Third Amended and Restated 1997 Stock
Option and Incentive Plan, as amended. Currently, awards under
the stock option and incentive plans consist of non-qualified
stock options and restricted shares of common stock. Our
stockholders have approved both stock option and incentive
plans. As of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Number of Securities
|
|
|
Securities to be
|
|
|
|
Remaining Available
|
|
|
Issued Upon
|
|
Weighted-Average
|
|
for Future Issuance
|
|
|
Exercise of
|
|
Exercise Price of
|
|
Under Equity
|
|
|
Outstanding
|
|
Outstanding
|
|
Compensation Plans
|
Plan Category
|
|
Options (#)
|
|
Options ($)
|
|
(#)
|
|
Equity compensation plans approved by security holders
|
|
|
8,107,697
|
|
|
|
30.84
|
|
|
|
6,079,937
|
|
Equity compensation plans not approved by security holders
|
|
|
None
|
|
|
|
N/A
|
|
|
|
N/A
|
|
39
Exercises
and Holdings of Previously Awarded Equity
The following table sets forth certain information concerning
exercised and unexercised options held by the Named Executive
Officers at December 31, 2009.
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Market or
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
Market
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
Value of
|
|
Unearned
|
|
Unearned
|
|
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Shares or
|
|
Shares,
|
|
Shares,
|
|
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Units of
|
|
Units or
|
|
Units or
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Stock That
|
|
Other
|
|
Other
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
Option
|
|
Stock that
|
|
Have Not
|
|
Rights That
|
|
Rights That
|
|
|
Grant
|
|
Options (#)
|
|
Options (#)
|
|
Unearned
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Vested
|
|
Have Not
|
|
Have Not
|
|
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
Options (#)
|
|
Price ($)
|
|
Date
|
|
Vested (#)
|
|
($)
(1)
|
|
Vested (#)
|
|
Vested ($)
|
|
Hamid R. Moghadam
|
|
|
02/27/01
|
|
|
|
262,500
|
(2)
|
|
|
|
|
|
|
|
|
|
|
24.60
|
|
|
|
02/27/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/27/01
|
|
|
|
106,417
|
(3)
|
|
|
|
|
|
|
|
|
|
|
24.60
|
|
|
|
02/27/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/27/01
|
|
|
|
53,208
|
(2)
|
|
|
|
|
|
|
|
|
|
|
24.60
|
|
|
|
02/27/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05/22/01
|
|
|
|
152,672
|
(2)
|
|
|
|
|
|
|
|
|
|
|
24.69
|
|
|
|
05/22/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/02
|
|
|
|
83,805
|
(3)
|
|
|
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/02
|
|
|
|
41,903
|
(2)
|
|
|
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/02
|
|
|
|
228,902
|
(2)
|
|
|
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
296,296
|
(3)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
103,704
|
(2)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
285,490
|
(2)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
152,912
|
(2)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
120,131
|
(3)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
42,045
|
(2)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
142,718
|
(2)
|
|
|
|
|
|
|
|
|
|
|
38.56
|
|
|
|
02/07/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
237,341
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
100,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
50,000
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,574
|
(4)
|
|
|
116,866
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,652
|
(4)
|
|
|
629,859
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,039
|
(5)
|
|
|
154,296
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,696
|
(7)
|
|
|
477,683
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,225
|
(5)
|
|
|
644,499
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,144
|
(8)
|
|
|
1,153,429
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,110
|
(8)
|
|
|
1,203,661
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,567
|
(5)
|
|
|
167,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
2,172,703
|
|
|
|
287,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178,007
|
|
|
|
4,548,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
02/21/08
|
|
|
|
6,975
|
(6)
|
|
|
13,950
|
|
|
|
|
|
|
|
48.76
|
|
|
|
02/21/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
56,603
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/01/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
(6)
|
|
|
153,300
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,460
|
(5)
|
|
|
62,853
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,728
|
(8)
|
|
|
223,000
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,959
|
(8)
|
|
|
433,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
6,975
|
|
|
|
70,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,147
|
|
|
|
872,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Awards:
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Market or
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
Market
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
Value of
|
|
Unearned
|
|
Unearned
|
|
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Shares or
|
|
Shares,
|
|
Shares,
|
|
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
Units of
|
|
Units or
|
|
Units or
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Stock That
|
|
Other
|
|
Other
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
Option
|
|
Stock that
|
|
Have Not
|
|
Rights That
|
|
Rights That
|
|
|
Grant
|
|
Options (#)
|
|
Options (#)
|
|
Unearned
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Vested
|
|
Have Not
|
|
Have Not
|
|
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
Options (#)
|
|
Price ($)
|
|
Date
|
|
Vested (#)
|
|
($)
(1)
|
|
Vested (#)
|
|
Vested ($)
|
|
Guy F. Jaquier
|
|
|
02/26/02
|
|
|
|
79,480
|
(2)
|
|
|
|
|
|
|
|
|
|
|
26.29
|
|
|
|
02/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
10,739
|
(3)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
3,758
|
(2)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/13/03
|
|
|
|
107,843
|
(2)
|
|
|
|
|
|
|
|
|
|
|
27.12
|
|
|
|
02/13/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
58,252
|
(2)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
15,777
|
(3)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/27/04
|
|
|
|
5,521
|
(2)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
75,242
|
(2)
|
|
|
|
|
|
|
|
|
|
|
38.56
|
|
|
|
02/07/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
36,809
|
(2)
|
|
|
|
|
|
|
|
|
|
|
51.92
|
|
|
|
02/06/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
9,804
|
(6)
|
|
|
4,901
|
|
|
|
|
|
|
|
64.18
|
|
|
|
02/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
12,887
|
(6)
|
|
|
25,774
|
|
|
|
|
|
|
|
48.76
|
|
|
|
02/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
40,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
20,000
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
149,371
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,411
|
(4)
|
|
|
61,601
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,395
|
(4)
|
|
|
188,942
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,543
|
(7)
|
|
|
167,174
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,265
|
(5)
|
|
|
32,321
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,503
|
(8)
|
|
|
549,402
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,306
|
(5)
|
|
|
84,468
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,836
|
(8)
|
|
|
762,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
456,112
|
|
|
|
200,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,259
|
|
|
|
1,846,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
01/27/04
|
|
|
|
8,737
|
(2)
|
|
|
|
|
|
|
|
|
|
|
35.26
|
|
|
|
01/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
149,371
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
40,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
20,000
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,152
|
(4)
|
|
|
54,984
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,395
|
(4)
|
|
|
188,942
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,712
|
(7)
|
|
|
197,042
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,878
|
(8)
|
|
|
686,733
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,836
|
(8)
|
|
|
762,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
48,737
|
|
|
|
169,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,973
|
|
|
|
1,890,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
|
02/10/09
|
|
|
|
|
|
|
|
78,616
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
40,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
20,000
|
(6)
|
|
|
|
|
|
|
15.92
|
|
|
|
02/10/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,967
|
(4)
|
|
|
101,357
|
|
|
|
|
|
|
|
|
|
|
|
|
02/06/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,395
|
(4)
|
|
|
188,942
|
|
|
|
|
|
|
|
|
|
|
|
|
02/15/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,104
|
(7)
|
|
|
181,507
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,414
|
(8)
|
|
|
547,128
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,703
|
(8)
|
|
|
401,212
|
|
|
|
|
|
|
|
|
|
|
|
|
02/10/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,433
|
(5)
|
|
|
87,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
40,000
|
|
|
|
98,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,016
|
|
|
|
1,507,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Based on a price per share of our common stock of $25.55, the
closing price per share on the New York Stock Exchange on
December 31, 2009.
|
|
(2)
|
|
One-third of the total shares originally granted pursuant to
this award vest annually on January 1.
|
|
(3)
|
|
One hundred percent of the shares vested on the date of grant.
|
|
(4)
|
|
One-fifth of the total shares originally granted pursuant to
this award vest annually on January 1.
|
|
(5)
|
|
The shares vest over three years on February 1; 40% annually for
the first 2 years and 20% in the third year.
|
|
(6)
|
|
One-third of the total shares originally granted pursuant to
this award vest annually on February 1.
|
|
(7)
|
|
One-fifth of the total shares originally granted pursuant to
this award vest annually on February 1.
|
|
(8)
|
|
One-fourth of the total shares originally granted pursuant to
this award vest annually on February 1.
|
41
Option
Exercises and Stock Vested
The following table discloses stock option exercises and vesting
of restricted stock awards for our Named Executive Officers in
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
|
Acquired on
|
|
Value Realized
|
|
Acquired on
|
|
Value Realized
|
Name
|
|
Exercise (#)
|
|
on Exercise
($)
(1)(2)
|
|
Vesting (#)
|
|
on Vesting
($)
(1)(2)
|
|
Hamid R. Moghadam
|
|
|
|
|
|
|
|
|
|
|
84,026
|
|
|
|
|
(3)
|
Thomas S. Olinger
|
|
|
|
|
|
|
|
|
|
|
6,551
|
|
|
|
93,009
|
|
Guy F. Jaquier
|
|
|
|
|
|
|
|
|
|
|
23,470
|
|
|
|
|
(4)
|
Eugene F. Reilly
|
|
|
|
|
|
|
|
|
|
|
17,687
|
|
|
|
323,863
|
|
John T. Roberts, Jr.
|
|
|
|
|
|
|
|
|
|
|
24,029
|
|
|
|
|
(5)
|
|
|
|
(1)
|
|
The value of the vested stock award releases on January 1,
2009 and February 1, 2009 set forth above is based on the
closing sales price of our common stock at $23.07 per share on
January 2, 2009 and $15.77 per share on February 1,
2009.
|
|
(2)
|
|
Certain of the values realized on vesting in these columns are
zero because the respective executive officer elected to defer
such compensation amount into our nonqualified deferred
compensation plans.
|
|
(3)
|
|
In 2009, Mr. Moghadam deferred receipt of
84,026 shares of vested stock award releases valued at
$1,572,195 by way of the companys nonqualified deferred
compensation program.
|
|
(4)
|
|
In 2009, Mr. Jaquier deferred receipt of 23,470 shares
of vested stock award releases valued at $438,625 by way of the
companys nonqualified deferred compensation program.
|
|
(5)
|
|
In 2009, Mr. Roberts deferred receipt of 24,029 shares
of vested stock award releases valued at $484,955 by way of the
companys nonqualified deferred compensation program.
|
Such deferred compensation will be distributed in accordance
with the respective individuals elections and the
applicable plan provisions.
Pension
Benefits, Nonqualified Deferred Compensation and
Post-Termination and
Change-In-Control
Agreements
Pension
Benefits
The company does not maintain a defined benefit pension plan.
Nonqualified
Deferred Compensation
The following Named Executive Officers participate in our
nonqualified deferred compensation plans. With respect to his
2009 compensation, Mr. Moghadam elected to defer under the
plans 100% of the restricted stock portion of his bonus and
long-term equity incentive awards; Mr. Jaquier elected to
defer under the plans 100% of the restricted stock portion of
his bonus and long-term equity incentive awards; and
Mr. Roberts elected to defer under the plans 30% of his
salary, and 100% of the cash portion of his bonus. With respect
to 2008 and 2007 compensation, Mr. Moghadam elected to defer
100% of his salary, and 100% of the restricted stock portion of
his bonus and long-term equity incentive awards; Mr. Jaquier
elected to defer 100% of the restricted stock portion of his
bonus and long-term equity incentive awards; and Mr. Roberts
elected to defer 40% of his salary (30% in 2007), and 100% of
the cash and restricted stock portions of his bonus.
42
The following table discloses the amount of contributions to our
nonqualified deferred compensation program and aggregate
earnings, withdrawals and distributions for our Named Executive
Officers in 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Company
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Earnings (Losses)
|
|
Withdrawals/
|
|
Balance at
|
Name
|
|
2009
($)
(1)
|
|
2009 ($)
|
|
in 2009
($)
(2)
|
|
Distributions ($)
|
|
12/31/09
($)
(1)(3)
|
|
Hamid R. Moghadam
|
|
|
1,572,195
|
|
|
|
|
|
|
|
5,873,399
|
|
|
|
|
|
|
|
42,298,522
|
|
Thomas S. Olinger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guy F. Jaquier
|
|
|
438,625
|
|
|
|
|
|
|
|
395,832
|
|
|
|
|
|
|
|
2,243,553
|
|
Eugene F. Reilly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
|
690,001
|
|
|
|
|
|
|
|
826,311
|
|
|
|
|
|
|
|
5,043,281
|
|
|
|
|
(1)
|
|
This column includes amounts that were also reported in the
Summary Compensation Table as 2009 compensation.
|
|
(2)
|
|
None of the earnings (losses) in this column is included in the
Summary Compensation Table because the losses were not
preferential or above market.
|
|
(3)
|
|
The aggregate earnings (losses) and balances reported may
fluctuate from year to year as a result of fluctuations in the
value of equity compensation deferred due to changes in the
value of the companys stock price, and fluctuations in the
value of other investments in the plans.
|
In 2009, we maintained two nonqualified deferred compensation
plans: (i) the Amended and Restated AMB 2005 Nonqualified
Deferred Compensation Plan and (ii) the Amended and
Restated Nonqualified Deferred Compensation Plan.
The Amended and Restated Nonqualified Deferred Compensation Plan
allowed our directors and a select group of management and
highly compensated employees, namely, our officers and the
officers of certain of our affiliates, to defer receiving
certain of their compensation earned and vested on or prior to
December 31, 2004. It also enabled participants who are
employees to defer up to 100% of their annual base pay and up to
100% of the cash portion of their annual bonuses on a pre-tax
basis, participants who are non-employee members of our Board of
Directors to defer all or a portion of their meeting fees
and/or
committee chairmanship fees, and participants who participate in
our stock option and incentive plans to defer the receipt of
stock option gains and restricted stock awards that they receive
under such plans which were earned and vested on or prior to
December 31, 2004, subject to restrictions. In accordance
with an exemption permitted under Section 409A of the
Internal Revenue Code and the related rules, regulations and
guidance issued by the Department of Treasury and Internal
Revenue Service, our Board of Directors further amended and
restated the Amended and Restated Nonqualified Deferred
Compensation Plan in 2006 to provide that the plan will only be
maintained with respect to deferrals for compensation amounts
and investment credits on such amounts earned and vested on or
prior to December 31, 2004. The amendment and restatement
to the Amended and Restated Nonqualified Deferred Compensation
Plan was adopted to confirm the grandfathered status of this
plan under Section 409A of the Internal Revenue Code.
Pursuant to the Amended and Restated AMB 2005 Nonqualified
Deferred Compensation Plan, certain eligible employees and
non-employee directors of the company, AMB Property, L.P. and
our participating subsidiaries may elect to defer up to 100% of
their eligible compensation, such as annual salary, bonus,
restricted stock and directors fees, earned or vested on
or after January 1, 2005. The terms of this plan are
materially similar to the terms of the Amended and Restated
Nonqualified Deferred Compensation Plan except for changes
necessary to comply with Section 409A of the Internal
Revenue Code and the related rules, regulations and guidance
issued by the Department of Treasury and the Internal Revenue
Service to date. Amounts deferred under the Amended and Restated
Nonqualified Deferred Compensation Plan, but not vested as of
December 31, 2004, were automatically transferred to the
Amended and Restated AMB 2005 Nonqualified Deferred Compensation
Plan. Distributions to our officers under this plan in the event
of termination or retirement commence six months after such
event in accordance with the terms of their deferral elections.
The deferred compensation under each of these plans is our
unsecured obligation. Participants select from various
investment options available under the plans to invest their
elective deferrals. There are no guaranteed returns for any of
the investment options or for any participants in the plans. The
amount of earnings that a
43
participant receives depends on the participants
investment elections for their deferrals on cash amounts
deferred and dividends deferred on company stock and on the
performance of company stock when a participant defers receipt
of equity-based compensation. The non-qualified deferred
compensation plans offer a variety of investment choices.
Company stock is not an investment option available to either
employees who elect to defer a portion of their annual base pay
or their cash bonus or non-employee directors who elect to defer
all or a portion of their meeting fees
and/or
chairmanship fees. When a participant defers the receipt of
equity-based compensation, the amounts must be deferred in our
company stock, and at no time can these deferrals into company
stock be reinvested in any other investment option. Deferred
equity compensation is distributed only in the form of shares of
company stock. On the other hand, dividends earned on deferred
equity-based compensation must be invested in investment options
other than our common stock. Distributions under these plans are
made either in a lump sum or installment payments up to
10 years upon either a fixed date or retirement, as elected
by the participant in their deferral election form or
re-deferral form under plan provisions. In the event of a
participants termination, death, disability or a change in
control of the company occurring earlier than the elected
distribution date, deferred amounts would be distributed
commencing upon the earlier event in accordance with the plan
provisions.
We have reserved the right under the nonqualified deferred
compensation plans to make discretionary matching contributions
to participant accounts from time to time. We have never made
discretionary contributions to the plans. The participants
elective deferrals and any matching contributions are 100%
vested immediately. We pay all of the administrative costs of
the plan.
Third
Amended and Restated 1997 Stock Option and Incentive
Plan
The Third Amended and Restated 1997 Stock Option and Incentive
Plan, as amended, was adopted by the Board of Directors and
approved by the stockholders to enable executive officers,
employees and consultants of AMB Property Corporation and
certain subsidiaries, and directors of AMB Property Corporation,
to participate in the ownership of AMB Property Corporation. The
1997 plan was designed to attract and retain our executive
officers, other key employees and directors, and to provide
incentives to such persons to maximize our performance. The 1997
plan covered an aggregate of 8,950,000 shares of our common
stock and expired in 2007. The 1997 plan does not permit
re-pricing of stock options without stockholder approval.
Employees and consultants of AMB Property Corporation and
certain subsidiaries, and directors of AMB Property Corporation,
were eligible to receive options, stock payments, performance
awards, restricted stock, dividend equivalents, deferred stock
and stock appreciation rights under the 1997 plan. Our employees
and consultants also were eligible to receive stock appreciation
rights under the 1997 plan. In addition, non-employee directors
and our employees and consultants were eligible to receive
options to purchase shares of our common stock under the 1997
plan.
However, because the plan expired in November 2007 and we did
not elect to submit such plan for re-approval by our
stockholders, we are no longer issuing new equity grants from
this plan. As of December 31, 2009, we have approximately
1,076,842 shares reserved for issuance upon exercise of
outstanding option grants made prior to 2007 under this plan.
Amended
and Restated 2002 Stock Option and Incentive Plan
The Amended and Restated 2002 Stock Option and Incentive Plan
was originally adopted by the Board of Directors on
February 26, 2002 and approved by the stockholders on
May 30, 2002, to enable executive officers, employees and
consultants of AMB Property Corporation and certain
subsidiaries, and directors of AMB Property Corporation, to
participate in the ownership of AMB Property Corporation, and
was amended and restated by the Board of Directors on
February 16, 2007 and approved by the stockholders on
May 10, 2007. The 2002 plan is designed to attract and
retain our executive officers, other employees and directors,
and to provide incentives to such persons to maximize our
performance. The 2002 plan currently covers an aggregate of
17,500,000 shares of our common stock and will expire in
2017. The 2002 plan does not permit re-pricing of stock options
without stockholder approval.
Employees and consultants of AMB Property Corporation and
certain subsidiaries, and directors of AMB Property Corporation,
may receive options, stock payments, performance awards,
restricted stock, dividend
44
equivalents, deferred stock and stock appreciation rights under
the 2002 plan. Only employees of AMB Property Corporation or
certain of its subsidiaries may receive incentive stock options
under the 2002 plan. New employees employed in our
U.S. offices generally receive initial grants of stock
options or restricted stock under the 2002 plan when such
employees begin employment with us, which vest over a number of
years, assuming continued employment.
401(k)
Plan
Effective November 26, 1997, we established our
Section 401(k) Savings and Retirement Plan to cover our
eligible employees. Eligible employees are permitted to defer up
to 75% of their annual compensation (as adjusted under the terms
of the plan), subject to certain limitations imposed by the
Internal Revenue Code of 1986, as amended. Employees at least
50 years of age by the end of 2009 were eligible to make
additional 401(k)
catch-up
contributions to a maximum of $5,500. The employees
elective deferrals are immediately vested and non-forfeitable
upon contribution to the 401(k) plan. We currently make matching
cash contributions to the 401(k) account of each eligible
employee in an amount equal to 50% of the first 6.0% of annual
compensation deferred by each employee, up to a maximum match by
the company of the amount permitted by law to each participating
employee per year; however, in addition, we have reserved the
right to make greater matching contributions in the form of
discretionary contributions. Participants vest fully in the
matching contributions one year after the commencement of their
employment with us. We made no discretionary contributions to
the 401(k) plan in 2009. Our employees are eligible to
participate in the 401(k) plan upon commencement of their
employment with us. In connection with the 401(k) plan, we paid
approximately $900,000 in cash with respect to our matching
contribution during the year ended December 31, 2009. Our
common stock is not an investment option available to employees
pursuant to the terms of the 401(k) plan. The 401(k) plan is
intended to qualify under Section 401 of the Internal
Revenue Code of 1986, as amended, so that contributions by
employees to the 401(k) plan, and income earned on plan
contributions, are not subject to income tax until withdrawn
from the 401(k) plan.
Employment
Agreements; Separation Agreement and Release of Claims
Currently, there are no employment agreements between us and any
of the Named Executive Officers.
However, Mr. Roberts entered into a Separation Agreement
and Release of Claims with us, dated September 18, 2009, in
connection with his retirement.
Pursuant to his separation agreement, on January 1, 2010,
Mr. Roberts resigned his positions as our President,
Private Capital, President of AMB Capital Partners, LLC and as
an officer
and/or
director of any of our other affiliates or subsidiaries, as
applicable. Mr. Roberts remained our employee until
March 1, 2010, and we paid Mr. Roberts his current
full-time salary until March 1, 2010. On March 1,
2010, we paid Mr. Roberts all accrued salary and all
accrued and unused vacation earned through such date, subject to
standard deductions and withholdings. In addition, we also paid
Mr. Roberts his 2009 bonus and 2010 long term incentive
award in cash (less all applicable deductions) in accordance
with our current compensation policies at the same time we pay
our other employees their bonuses with respect to their 2009
performance. Mr. Roberts is eligible to continue to
participate in our medical, dental and vision plans for a period
of time but, upon such election, he will be required to bear the
full cost of the applicable insurance premiums. Mr. Roberts
was entitled to the vesting of a portion of his shares of
unvested restricted common stock (totaling 36,087 shares)
and a portion of his unvested options to purchase shares of our
common stock (totaling options to purchase 52,410 shares).
This separation agreement also subjects Mr. Roberts to
non-competition provisions through and including March 1,
2011, non-solicitation provisions through and including
March 1, 2012 and confidentiality provisions prior to and
after March 1, 2010. Generally, such provisions restrict
Mr. Roberts ability to compete with us, to solicit
our employees, and to disclose our confidential information. In
return for the payments and benefits provided by this separation
agreement, Mr. Roberts releases us from all claims
regarding his employment or termination of employment up to
September 18, 2009.
45
Change in
Control and Noncompetition Agreements
In addition, each of our executive officers, including the Named
Executive Officers, has entered into a Change in Control and
Noncompetition Agreement with us which replaced the employment
agreements that generally had been entered into at the time of
our initial public offering. Mr. Moghadam entered into a
Change in Control and Noncompetition Agreement at the time of
our initial public offering. Mr. Roberts entered into such
agreement with us on January 1, 2000, when he became an
Executive Vice President; Mr. Jaquier entered into such an
agreement with us on June 20, 2000, his first day of
employment; Mr. Reilly entered into such an agreement with
us on October 7, 2003, his first day of employment; and
Mr. Olinger entered into such an agreement with us on
February 23, 2007, his first day of employment. In
September 2007, each of our executive officers, including the
Named Executive Officers, executed an amended and restated
Change in Control and Noncompetition Agreement with us. The
amended and restated agreements had an initial expiration date
of November 26, 2008, but are subject to automatic one-year
extensions following the expiration of the initial terms.
Mr. Roberts agreement terminated upon his retirement
from the company.
As amended and restated, the agreements provide for severance
payments during the term of the agreement in the event of a
termination of the executive officers employment resulting
from death, disability or termination without cause or voluntary
termination for good reason within two years following a change
in control (as defined in the agreements), and certain severance
payments resulting upon a change in control.
Upon death or disability, severance benefits include base
compensation, for a period of 12 months following the
termination of employment, and a bonus based on the most recent
amount received or entitled to be received. In the event of
death, such benefits are paid monthly to the executive
officers estate for a period of 12 months; in the
event of disability, such benefits are paid in a single payment
to the executive officer. We believe it is the companys
obligation to provide reasonable assistance to our executives
and their dependents from the loss resulting from an
executives death or disability. After reviewing practices
for similarly situated executives in other companies, our
Compensation Committee determined that the benefits outlined are
reasonable in size and scope.
The only other unforeseen event that our Compensation Committee
believes warrants a severance for executives is in the event of
a change in control. The purpose of a severance program under
these circumstances is to keep our executives focused on running
and growing the business and removing uncertainties around the
post-change in control employment and environment that could
arise in the marketplace. In the event of a change in control,
severance benefits are payable upon termination for good reason
or termination without cause following the change in control,
and include an amount, payable in a lump sum in cash within
30 days of the date of termination, equal to twice
(i) the annual base compensation and (ii) a bonus
calculated based on the average of the most recent amounts
received or entitled to be received over the last three years,
as well as certain continuing insurance, reimbursement of COBRA
premiums and other benefits. The amended and restated agreements
provide that, among other things, following a change in control
and upon a termination for good reason or a termination without
cause, we are required to reimburse the executive for COBRA
premiums until the earlier of 24 months or the end of the
COBRA continuation period, if the executive elects COBRA
coverage, and life insurance to the executive and the
executives eligible family members for a period of
twenty-four months following such termination.
In addition, following a change in control or prior to a change
in control as determined by the Board of Directors in its
discretion, whether or not the executive is terminated without
cause or for good reason, we are required to make
gross-up
payments of excise taxes to the executive with respect to
certain severance payments made to our executive officers
following a change in control such that after payment by the
executive of all taxes, the executive retains an amount of the
gross-up
payment equal to the excise tax imposed upon the payments. In
the event of a change in control, all options, restricted stock
and other awards based upon our equity incentive award plans or
agreements held by the executive shall immediately become fully
vested, exercisable or payable, as the case may be.
In evaluating severance benefits in the event of a change in
control, the Compensation Committee had Towers Watson prepare a
tally sheet that valued each component of the severance benefits
for each executive. We also reviewed data comparing similar
change in control severance provisions of other companies in our
peer group. Based on this review, we determined that the
severance benefits outlined above are reasonable and enable us
to attract and retain talented executives who would provide
stable leadership for the company in the ordinary course of
46
business and through a change in control event. We determined
that the double trigger methodology for cash
severance benefits in which an executive is only
eligible to receive a cash severance payment if there is a
change in control and he or she is terminated without cause or
for good reason within two years of a change in control
event is prudent versus a single trigger
that requires a cash severance payment only upon a change in
control whether or not the executive terminates employment for
such reasons. In contrast, we determined that the single
trigger methodology was prudent in accelerating unvested
equity awards for our executives previously granted for past
performance under our
pay-for-performance
compensation program in order to recognize such performance and
value creation by our executives for the company and to mitigate
the risk that a potential buyer of our company will treat our
executives unfairly or deny compensation that would otherwise
have been due if the change in control had not occurred. In
particular, we were concerned about (i) transactions in
which a potential buyer is unable or unwilling to assume our
outstanding unvested equity awards and (ii) going-private
transactions (which have occurred among our peer group in recent
years) in which converted equity awards, if any, would not
provide the liquidity to our executives that we intended while
we remained publicly traded. In addition, we determined that
payment of a 280G tax
gross-up
payment in either a single-trigger or double-trigger situation
was prudent because a tax
gross-up
payment is not extra compensation, but simply provides that the
executive will receive the intended value of a severance payment
or accelerated equity award after the normal and standard taxes
are withheld, and not be subject to a punitive tax arising from
280G limits.
In consideration for the rights to receive such severance
payments, each executive officer is subject to confidentiality
obligations during employment and after termination,
non-competition obligations during the term of employment and
non-solicitation obligations for two years after the date of
termination.
Assuming a payment event occurred on December 31, 2009 with
a closing sales price of our common stock equal to $25.55 per
share, we estimate that the following payments and benefits
would be paid to our Named Executive Officers:
2009
Estimated Severance due to Disability, Death or a Change in
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
|
|
|
|
|
Upon Change in
|
|
|
Termination for
|
|
Name of Executive and Benefits
|
|
Death
(1)
|
|
|
Disability
(1)
|
|
|
Control
(2)(3)
|
|
|
Good
Reason
(2)(3)(4)(5)
|
|
|
Hamid R. Moghadam
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
605,000
|
|
|
$
|
605,000
|
|
|
$
|
|
|
|
$
|
1,210,000
|
|
Cash Severance (Bonus)
|
|
$
|
1,200,000
|
|
|
$
|
1,200,000
|
|
|
$
|
|
|
|
$
|
2,273,333
|
|
Health and Welfare Benefits (continuation)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
32,499
|
|
Life Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching Contribution
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
14,700
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,529,901
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
4,548,079
|
|
|
$
|
4,548,079
|
|
Stock Options (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,767,094
|
|
|
$
|
2,767,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Estimated Severance Value
|
|
$
|
1,805,000
|
|
|
$
|
1,805,000
|
|
|
$
|
7,315,173
|
|
|
$
|
13,376,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Olinger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
360,000
|
|
|
$
|
360,000
|
|
|
$
|
|
|
|
$
|
720,000
|
|
Cash Severance (Bonus)
|
|
$
|
383,000
|
|
|
$
|
383,000
|
|
|
$
|
|
|
|
$
|
778,667
|
|
Health and Welfare Benefits (continuation)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
32,499
|
|
Life Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching Contribution
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
14,700
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
872,456
|
|
|
$
|
872,456
|
|
Stock Options (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
545,087
|
|
|
$
|
545,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Estimated Severance Value
|
|
$
|
743,000
|
|
|
$
|
743,000
|
|
|
$
|
1,417,543
|
|
|
$
|
2,964,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
|
|
|
|
|
Upon Change in
|
|
|
Termination for
|
|
Name of Executive and Benefits
|
|
Death
(1)
|
|
|
Disability
(1)
|
|
|
Control
(2)(3)
|
|
|
Good
Reason
(2)(3)(4)(5)
|
|
|
Guy F. Jaquier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
382,000
|
|
|
$
|
382,000
|
|
|
$
|
|
|
|
$
|
764,000
|
|
Cash Severance (Bonus)
|
|
$
|
486,000
|
|
|
$
|
486,000
|
|
|
$
|
|
|
|
$
|
1,164,000
|
|
Health and Welfare Benefits (continuation)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
32,499
|
|
Life Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching Contribution
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
14,700
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,846,217
|
|
|
$
|
1,846,217
|
|
Stock Options (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,631,043
|
|
|
$
|
1,631,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Estimated Severance Value
|
|
$
|
868,000
|
|
|
$
|
868,000
|
|
|
$
|
3,477,260
|
|
|
$
|
5,453,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eugene F. Reilly
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
382,000
|
|
|
$
|
382,000
|
|
|
$
|
|
|
|
$
|
764,000
|
|
Cash Severance (Bonus)
|
|
$
|
530,000
|
|
|
$
|
530,000
|
|
|
$
|
|
|
|
$
|
1,193,333
|
|
Health and Welfare Benefits (continuation)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
32,499
|
|
Life Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching Contribution
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
14,700
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,890,010
|
|
|
$
|
1,890,010
|
|
Stock Options (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,631,043
|
|
|
$
|
1,631,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Estimated Severance Value
|
|
$
|
912,000
|
|
|
$
|
912,000
|
|
|
$
|
3,521,053
|
|
|
$
|
5,526,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Roberts, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (Salary)
|
|
$
|
382,000
|
|
|
$
|
382,000
|
|
|
$
|
|
|
|
$
|
764,000
|
|
Cash Severance (Bonus)
|
|
$
|
419,000
|
|
|
$
|
419,000
|
|
|
$
|
|
|
|
$
|
929,533
|
|
Health and Welfare Benefits (continuation)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
32,499
|
|
Life Insurance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,152
|
|
Payment in lieu of Matching Contribution
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
14,700
|
|
280G Tax
Gross-Up
Payment
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restricted Stock (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,507,859
|
|
|
$
|
1,507,859
|
|
Stock Options (vesting accelerated)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
949,672
|
|
|
$
|
949,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Estimated Severance Value
|
|
$
|
801,000
|
|
|
$
|
801,000
|
|
|
$
|
2,457,531
|
|
|
$
|
4,199,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: The severance amounts with respect to accelerated vesting
of restricted stock and stock options under the columns
Upon Change in Control and After Change in
Control and Termination will be paid only once.
|
|
|
(1)
|
|
These amounts are based on the executives
December 31, 2009 salary rate and 2009 annual bonus paid in
2010.
|
|
(2)
|
|
Estimated severance benefits due to change in control assumes
that unvested equity grants as of December 31, 2009 would
vest. Stock option amounts are based on the spread between the
option exercise prices and $25.55 per share of unvested options.
The value of unvested restricted shares is based on $25.55 per
share.
|
|
(3)
|
|
Estimated tax gross up is based on the 20% excise tax, grossed
up for taxes (assuming the highest applicable tax bracket), on
the amount of severance and other benefits that exceed the 280G
limit; present value calculated using 120% of the semiannual
Applicable Federal Rates for December 2009.
|
|
(4)
|
|
Amounts based on December 31, 2009 salary rate and average
of 2009, 2008 and 2007 bonuses paid in 2010, 2009 and 2008.
|
|
(5)
|
|
Health and welfare benefits and life insurance premium coverage
continued for 24 months.
|
48
For purposes of the agreements, a change in control will be
deemed to have occurred in the following events:
(i) complete liquidation of AMB Property Corporation or an
agreement for the sale or disposition by AMB Property
Corporation of all or substantially all of our assets, or we
dispose of more than 50% of our interest in AMB Property, L.P.;
(ii) any person becomes the beneficial owner, directly or
indirectly, of securities representing 50% or more of the
combined voting power of our then outstanding securities;
(iii) during any period of 12 consecutive months,
individuals who at the beginning of such period constitute our
Board of Directors, and any new director whose election by the
Board or nomination for election by our stockholders was
approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at
least a majority of the Board of Directors; or (iv) a
merger or consolidation of AMB Property Corporation with any
other corporation or other entity, other than (A) a merger
or consolidation which would result in our voting securities
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of AMB Property
Corporation or such surviving entity outstanding immediately
after such merger or consolidation or (B) where more than
50% of the directors of AMB Property Corporation or the
surviving entity after such merger or consolidation were
directors of AMB Property Corporation immediately before such
merger or consolidation.
Compensation
Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Mr. Cole,
the chair, Mr. Reid and Mr. Tusher. There are no
Compensation Committee interlocks and none of our employees
participate on the Compensation Committee.
49
Notwithstanding anything to the contrary set forth in any of AMB
Property Corporations or AMB Property, L.P.s filings
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate by
reference any filings, including this proxy statement, in whole
or in part, the following Compensation Committee Report and the
Audit Committee Report shall not be deemed to be incorporated by
reference into any such filings and shall not otherwise be
deemed to be filed under such Acts.
COMPENSATION
COMMITTEE REPORT
Review of
Compensation Discussion and Analysis
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis set forth in this proxy
statement with management, and based on such review and
discussions, the Compensation Committee recommended to the Board
of Directors that such discussion and analysis be included in
this proxy statement and incorporated by reference to AMBs
annual report on
Form 10-K
for the year ended December 31, 2009.
Respectfully,
David A. Cole, Chair
Frederick W. Reid
Thomas W. Tusher
50
AUDIT
COMMITTEE REPORT
Membership
and Role of the Audit Committee
The Audit Committee is currently comprised of Mr. Losh,
Mr. Skelton and Mr. Webb. Mr. Losh serves as
chair of the committee. The Board of Directors has determined
that each of the members of the Audit Committee meets the
independence and experience requirements of our Bylaws, as well
as the rules and regulations of the New York Stock Exchange and
the U.S. Securities and Exchange Commission, as currently
applicable to us. The Audit Committee operates under a written
charter adopted by the Board of Directors, which was last
amended and restated on December 9, 2004.
The Audit Committee assists the Board of Directors in fulfilling
the Boards oversight responsibilities regarding the
integrity of our financial statements, our compliance with legal
and regulatory requirements, our independent registered public
accounting firms qualifications and independence, our
internal control environment and risk management and the
performance of our independent registered public accounting firm
and our internal audit function. Management has the primary
responsibility for our financial statements and financial
reporting process, including our system of internal controls.
Our independent registered public accounting firm is responsible
for performing independent audits of our financial statements
and our internal control over financial reporting in accordance
with standards of the Public Company Accounting Oversight Board
(United States) and for expressing an opinion on the conformity
of our audited financial statements with accounting principles
generally accepted in the United States of America and an
opinion on the effectiveness of internal control over financial
reporting based on criteria established in
Internal
Control Integrated Framework
issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Review of
Our Audited Consolidated Financial Statements and Our
Managements Report on Internal Control Over Financial
Reporting for the Year Ended December 31, 2009
The Audit Committee has reviewed and discussed with management
our audited consolidated financial statements as of and for the
year ended December 31, 2009 and the audit of the
effectiveness of internal control over financial reporting
thereof as of December 31, 2009. The Audit Committee has
also discussed with PricewaterhouseCoopers LLP, our independent
registered public accounting firm, the matters specified to be
discussed by the Public Company Accounting Oversight Board in
Statement on Auditing Standards No. 61,
Communications
with Audit Committees,
as amended by the Auditing Standards
Board of the American Institute of Certified Public Accountants.
In addition, the Audit Committee has received and reviewed the
written disclosures and the letter from PricewaterhouseCoopers
LLP required by Public Company Accounting Oversight Board,
Ethics and Independence Rule 3526,
Communications with
Audit Committees Concerning Independence,
and the Audit
Committee has discussed the independence of
PricewaterhouseCoopers LLP with that firm.
Based on the reviews and discussions noted above, the Audit
Committee recommended to the Board of Directors that our audited
consolidated financial statements and our managements
report on internal control over financial reporting be included
in our Annual Report on
Form 10-K
for the year ended December 31, 2009 for filing with the
U.S. Securities and Exchange Commission.
Respectfully,
J. Michael Losh, Chair
Jeffrey L. Skelton
Carl B. Webb
51
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of
March 3, 2010, regarding the beneficial ownership of common
stock and limited partnership units for (i) each person
known by us to be the beneficial owner of 5% or more, in the
aggregate, of our outstanding common stock and AMB Property,
L.P.s outstanding limited partnership units,
(ii) each director and each Named Executive Officer and
(iii) our directors and Named Executive Officers as a
group. Except as indicated below, the indicated person has sole
voting and investment power with respect to all of the shares of
common stock and limited partnership units beneficially owned by
such person.
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Percentage of
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Number of Shares of
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Percentage of
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Outstanding
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Common Stock and
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Number of Options
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Outstanding
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Shares of
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Units Beneficially
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Exercisable Within
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Shares of
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Common Stock
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Name of Beneficial
Owner
(1)
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Owned
(2)
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60 Days
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Common
Stock
(3)
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and
Units
(4)
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Hamid R.
Moghadam
(5)
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3,176,724
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2,313,484
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3.7
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3.6
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Thomas S. Olinger
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70,532
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32,818
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0.1
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0.1
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Guy
Jaquier
(6)
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198,005
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530,358
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0.5
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0.5
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John T. Roberts,
Jr.
(7)
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347,574
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125,283
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0.3
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0.3
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Eugene F. Reilly
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171,813
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105,195
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0.2
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0.2
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T. Robert
Burke
(8)
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774,045
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119,770
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0.6
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0.6
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David A.
Cole
(9)
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54,162
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52,878
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0.1
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0.1
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Lydia H.
Kennard
(10)
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11,134
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42,233
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*
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*
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J. Michael
Losh
(11)
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18,787
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73,078
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0.1
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0.1
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Frederick W. Reid
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13,492
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5,000
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*
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*
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Jeffrey L. Skelton, Ph.D.
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16,425
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92,700
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0.1
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0.1
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Thomas W.
Tusher
(12)
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40,712
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115,041
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0.1
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0.1
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Carl B. Webb
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17,913
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20,000
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*
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*
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All Directors and Named Executive Officers as a group
(13 persons)
(13)
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4,911,318
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3,627,838
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5.7
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5.6
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BlackRock
Inc.
(14)
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13,824,556
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9.2
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9.0
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The Vanguard Group,
Inc.
(15)
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12,386,732
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8.3
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8.1
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Stichting Pensioenfonds
ABP
(16)
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7,715,904
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5.1
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5.0
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ING Clarion Real Estate Securities,
LLC
(17)
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7,447,197
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5.0
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4.9
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Wellington Management Company,
LLP
(18)
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7,088,209
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4.7
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4.6
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*
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Represents less than 0.1% of the outstanding shares of common
stock and limited partnership units, based on
149,916,828 shares of common stock and 3,376,141 limited
partnership units outstanding as of March 3, 2010.
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(1)
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Unless otherwise indicated, the address for each of the persons
listed is
c/o AMB
Property Corporation, Pier 1, Bay 1, San Francisco,
California, 94111.
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(2)
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Includes the number of shares of common stock and limited
partnership units beneficially owned by the person, excluding
options for the purchase of shares of common stock exercisable
within 60 days of March 3, 2010.
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(3)
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The percentage of shares of common stock beneficially owned by a
person assumes that all the limited partnership units held by a
person are exchanged for shares of common stock, that none of
the limited partnership units held by other persons are so
exchanged, that all options for the purchase of shares of common
stock exercisable within 60 days of March 3, 2010 held
by the person are exercised in full and that no options for the
purchase of shares of common stock held by other persons are
exercised.
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(4)
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The percentage of shares of common stock and units beneficially
owned by a person assumes that all the limited partnership units
held by a person are exchanged for shares of common stock, that
all of the limited partnership units held by other persons are
so exchanged, that all options for the purchase of shares of
common stock exercisable within 60 days of March 3,
2010 held by the person are exercised in full and that no
options for the purchase of shares of common stock held by other
persons are exercised.
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52
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(5)
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Includes 388,126 limited partnership units, which are
exchangeable for the same number of shares of common stock. With
respect to 3,176,724 shares, Mr. Moghadam shares
voting and investment power with his spouse with respect to
1,522,108 shares, 131,776 shares are indirectly held
through a trust, and 1,283,652 shares are held through a
rabbi trust pursuant to our deferred compensation plans, for
which the trustee holds all voting power.
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(6)
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With respect to 198,005 shares, 31,208 shares are held
as co-trustee through a family trust, 1,000 shares are
indirectly held through custodial accounts for his children and
102,772 shares are held through a rabbi trust pursuant to
our deferred compensation plans, for which the trustee holds all
voting power.
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(7)
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Includes 3,939 limited partnership units, which are exchangeable
for the same number of shares of common stock. With respect to
347,574 shares, 120,000 shares are held as co-trustee
through a family trust, 690 shares are indirectly held
through custodial accounts for his children and
135,154 shares are held through a rabbi trust pursuant to
our deferred compensation plans, for which the trustee holds all
voting power.
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(8)
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Includes 235,506 limited partnership units, which are
exchangeable for the same number of shares of common stock. With
respect to 475,529 shares, 60,000 shares are held in
custodial accounts for his children, and 6,624 shares are
held through a rabbi trust pursuant to our deferred compensation
plans, for which the trustee holds all voting power.
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(9)
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With respect to 54,162 shares, 10,295 shares are held
through a rabbi trust pursuant to our deferred compensation
plans, for which the trustee holds all voting power. An
additional 6,814 shares of common stock are held through a
custodial trust for Mr. Coles children, and he has
disclaimed beneficial ownership of these securities.
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(10)
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With respect to 11,134 shares, 5,964 shares are held
through a rabbi trust pursuant to our deferred compensation
plans, for which the trustee holds all voting power.
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(11)
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With respect to 18,787 shares, 8,117 shares are held
through a rabbi trust pursuant to our deferred compensation
plans, for which the trustee holds all voting power. An
additional 4,000 shares of common stock are held through
custodial accounts for his children.
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(12)
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With respect to 40,712 shares, 10,063 shares are held
through a rabbi trust pursuant to our deferred compensation
plans, for which the trustee holds all voting power.
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(13)
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Includes 627,571 limited partnership units, which are
exchangeable for the same number of shares of common stock.
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(14)
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Based upon information contained in a Schedule 13G, which
was filed with the U.S. Securities and Exchange Commission on
January 29, 2010. The Schedule 13G was filed by
BlackRock Inc., which acquired Barclays Global Investors, N.A.
on December 9, 2009, including its subsidiaries
(collectively, BlackRock). BlackRock has sole voting
and dispositive power with respect to all such shares. The
address of BlackRock Inc. is 40 East 52nd Street, New York, NY
10022.
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(15)
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Based upon information contained in a Schedule 13G/A, which
was filed with the U.S. Securities and Exchange Commission on
February 3, 2010. Vanguard Fiduciary Trust Company
(VFTC), a wholly owned subsidiary of The Vanguard Group, is the
beneficial owner of 90,329 shares as a result of its
serving as investment manager of collective trust accounts. VFTC
directs the voting of these shares. The address of The Vanguard
Group is 100 Vanguard Blvd., Malvern, PA 19355.
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(16)
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Based upon information contained in a Schedule 13G, which
was filed with the U.S. Securities and Exchange Commission on
February 16, 2010. Stichting Pensioenfonds ABP has sole
voting and dispositive power with respect to all such shares.
The address of Stichting Pensioenfonds ABP is Oude Lindestraat
70, Postbus 2889, 6401 DL Heerlen, The Netherlands.
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(17)
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Based upon information contained in a Schedule 13G, which
was filed with the U.S. Securities and Exchange Commission on
February 12, 2010. ING Clarion Real Estate Securities, LLC
has sole voting power with respect to 3,154,334 shares and
sole dispositive power with respect to all such shares. The
address of ING Clarion Real Estate Securities, LLC is 200 King
of Prussia Rd., Suite 600, Radnor, PA 19087.
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(18)
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Based upon information contained in a Schedule 13G/A, which
was filed with the U.S. Securities and Exchange Commission on
February 12, 2010. Wellington Management Company has shared
voting power with respect to 4,711,905 shares and shared
dispositive power with respect to 7,088,209 shares. The
address of Wellington Management Company, LLP is 75 State
Street, Boston, MA 02109.
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53
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
There are no related party transactions that are reportable.
Our articles of incorporation contain procedures for authorizing
related party transactions. Our Board of Directors may authorize
any agreement or other transaction with any party even though
one or more of our directors or officers may be a party to such
an agreement or is an officer, director, stockholder, member or
partner of the other party if (i) the existence of the
relationship is disclosed or known to the Board of Directors,
and the contract or transaction is authorized, approved or
ratified by the affirmative vote of not less than a majority of
the disinterested directors, even if they constitute less than a
quorum of the Board; (ii) the existence is disclosed to the
stockholders entitled to vote, and the contract or transaction
is authorized, approved or ratified by a majority of the votes
cast by the stockholders entitled to vote (excluding shares
owned by any interested director or officer or the organization
in which such person is a director or has a material financial
interest); or (iii) the contract or transaction is fair and
reasonable to the company.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires our executive officers and directors, and persons who
are owners or beneficial owners of more than 10% of a registered
class of our equity securities, to file with the
U.S. Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of our common
stock and other of our equity securities. Insiders are required
by regulation of the U.S. Securities and Exchange
Commission to furnish us with copies of all
Section 16
(a)
forms they file. To our knowledge, based solely on review of the
copies of such reports furnished to us or written
representations that no other reports or amendments were
required, during the year ended December 31, 2009, all of
these executive officers, directors and beneficial owners of
more than 10% of a registered class of our equity securities
complied with all
Section 16
(a)
filing requirements applicable to them.
CODE OF
BUSINESS CONDUCT
We have adopted a Code of Business Conduct that applies to our
directors, officers and employees. Our Code of Business Conduct,
as well as our Corporate Governance Principles, are available on
our website at
http://www.amb.com
and in print at the request of any of our stockholders upon
request. Requests for such copies should be addressed to: AMB
Property Corporation, Pier 1, Bay 1, San Francisco,
California 94111, Attn: Investor Relations, telephone
(415) 394-9000.
We will promptly disclose on our website any amendments to, and
waivers from, our code of business conduct relating to any of
these specified officers.
STOCKHOLDER
COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders and other parties interested in communicating
directly with the lead director or with the independent
directors, as a group, may do so by writing to Lead Director,
AMB Property Corporation, Pier 1, Bay 1, San Francisco,
California, 94111. The Nominating and Governance Committee of
our Board has approved a process for handling letters received
by us and addressed to the Lead Director or the independent
directors of the Board. Under that process, our Corporate
Secretary reviews all such correspondence and, on a regular
basis, forwards to the Lead Director a summary of all such
correspondence along with copies of the correspondence that, in
the Corporate Secretarys opinion, deals with the functions
of the Board of Directors or the committees thereof, or that the
Corporate Secretary otherwise determines requires the
Boards attention. Directors may, at any time, review the
log of all such correspondence that we have received and request
copies of any such correspondence. Concerns related to our
accounting, internal controls or auditing matters are
immediately brought to the attention of the chair of the Audit
Committee and handled in accordance with the Audit
Committees procedures with respect to such matters.
54
AVAILABLE
INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance
therewith, file reports, proxy statements and other information
with the U.S. Securities and Exchange Commission. Reports,
proxy statements and other information filed by us may be
inspected without charge and copies obtained upon payment of
prescribed fees from the Public Reference Section of the
U.S. Securities and Exchange Commission at
100 F Street, NE, Washington, D.C. 20549, or by
way of the U.S. Securities and Exchange Commissions
website at
http://www.sec.gov
.
You can inspect reports and other information we file at the
offices of the New York Stock Exchange, Inc. at 20 Broad
Street, New York, New York 10005.
We will provide without charge to each person to whom a copy of
the proxy statement is delivered, upon the written or oral
request of any such persons, additional copies of our Annual
Report on
Form 10-K
for the year ended December 31, 2009 or the 2010 proxy
materials. Requests for such copies should be addressed to: AMB
Property Corporation, Pier 1, Bay 1, San Francisco,
California 94111, Attn: Investor Relations, telephone
(415) 394-9000.
OTHER
MATTERS
The Board of Directors does not know of any other matter that
will be brought before the Annual Meeting. However, if any other
matter properly comes before the Annual Meeting, or any
adjournment or postponement thereof, which may properly be acted
upon, the proxies solicited hereby will be voted on such matter
in accordance with the discretion of the proxy holders named
therein.
By Order of the Board of Directors,
TAMRA D. BROWNE
Senior Vice President, General Counsel and
Secretary
March 24, 2010
55
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Using a
black ink
pen, mark your votes
with an
X
as shown in
this example. Please do not write outside the designated areas.
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x
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Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting
methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted
by the Internet or telephone must be received by 11:59 p.m., Pacific Time,
on May 5, 2010.
Vote by Internet
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Log on to the Internet and go to
www.envisionreports.com/amb.
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Follow the steps outlined on the secured website.
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Vote by telephone
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Call toll free 1-800-652-VOTE (8683) within the USA,
US territories & Canada any time on a touch tone
telephone. There is
NO CHARGE
to you for the call.
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Follow the instructions provided by the recorded message.
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▼
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH
AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
A
Proposals The Board of Directors recommends a vote
FOR
all the listed nominees.
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1.
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Election of Directors:
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For
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Against
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Abstain
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For
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Against
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Abstain
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For
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Against
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Abstain
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+
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01 - T. Robert Burke
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c
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c
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02 - David A. Cole
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03 - Lydia H. Kennard
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c
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c
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04 - J. Michael Losh
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c
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c
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c
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05 - Hamid R. Moghadam
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c
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c
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c
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06 - Frederick W. Reid
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c
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c
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07 - Jeffrey L. Skelton
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c
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c
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c
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08 - Thomas W. Tusher
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c
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c
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c
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09 - Carl B. Webb
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c
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The Board of
Directors recommends a vote
FOR
Proposal 2.
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For
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Against
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Abstain
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2.
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Ratification of the selection of PricewaterhouseCoopers
LLP as the independent registered public accounting firm of AMB Property
Corporation for the year ending December 31, 2010.
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c
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c
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c
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In their discretion, the proxies are authorized to vote upon any other business that may properly come before the meeting or any adjournment or postponement thereof.
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B
Non-Voting Items
Change of Address
Please print new address below.
C
Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as your name appears hereon. Joint owners should each sign. Executors, administrators, trustees, guardians or other fiduciaries should give full title as such. If signing for a
corporation, please sign in full corporate name by a duly authorized officer.
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Date (mm/dd/yyyy)
Please print date
below.
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Signature 1 Please
keep signature within
the box.
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Signature 2 Please
keep signature within
the box.
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⁄
⁄
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Dear Stockholder:
Please take note of the important information enclosed with this proxy.
Your vote counts and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on the proxy card to indicate how you wish your shares to be voted. Then sign the card, detach it and return your proxy in the
enclosed postage paid envelope.
Alternatively, you can vote by proxy over the Internet or by telephone. See the reverse side for instructions. AMB Property Corporation is a corporation
organized under the laws of the State of Maryland. Section 2-507 of the Maryland General Corporation Law authorizes the granting of proxies over the
Internet or by telephone. Accordingly, proxies granted over the Internet or by telephone, in accordance with the procedures set forth on this proxy card, will be valid under Maryland law.
Sincerely,
AMB Property Corporation
▼
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
Proxy AMB PROPERTY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 6, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of AMB Property Corporation acknowledges receipt of a copy of the Annual Report, the Notice of Annual Meeting of
Stockholders and the Proxy Statement, each dated March 24, 2010, and, revoking any proxy heretofore given, hereby appoints Hamid R. Moghadam,
Tamra D. Browne and Thomas S. Olinger, and each of them, as proxies for the undersigned, with full power of substitution in each of them, and hereby
authorizes each of them to vote all the shares of common stock of AMB Property Corporation held of record by the undersigned on March 3, 2010, at the
Annual Meeting of Stockholders to be held on May 6, 2010, at 2:00 pm Pacific Time at the global headquarters of AMB Property Corporation, Pier 1,
Bay 1, San Francisco, California, or any adjournment or postponement thereof, and otherwise to represent the undersigned at the meeting with all powers
possessed by the undersigned as if personally present at the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, IT
WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR LISTED IN THE PROXY STATEMENT AND FOR THE RATIFICATION OF THE
SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY
OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
If you vote over the Internet or by telephone, please do not mail your card.
Vote by Mail
Mark, sign, date and promptly return the enclosed proxy card in the postage paid envelope furnished for that purpose.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Amb Properties (NYSE:AMB)
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