UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 31, 2008
ACADIA REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-12002 23-2715194
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
1311 Mamaroneck Avenue
Suite 260
White Plains, New York 10605
(Address of principal executive offices) (Zip Code)
(914) 288-8100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425 )
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers
On January 31, 2008, upon the recommendation of the Compensation Committee (the
"Committee") of the Board of Trustees (the "Board") of Acadia Realty Trust (the
"Company") and pursuant to the Acadia Realty Trust 2006 Incentive Plan, the
Board approved (a) increases in annual base salaries for 2008, (b) cash
performance bonuses for 2008, (c) Annual Bonus Units and (d) long-term incentive
awards (which includes grants of restricted operating partnership profits
interests in Acadia Realty Limited Partnership ("Restricted Units" ) for the
following executive officers of the Company:
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Name and Position 2008 Salary New 2008 Base 2008 Cash Bonus 2008 Annual Bonus Long Term Incentive
Increase Salary Units Award
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Kenneth F. Bernstein, Chief
Executive Officer and President - $460,000 - $774,107 $1,072,000
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Michael Nelsen, Chief Financial
Officer and Senior Vice President - $235,000 $50,000 $44,688 $159,250
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Joel Braun, Chief Investment
Officer and Executive Vice
President $7,500 $307,500 - $271,875 $377,000
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Robert Masters, General Counsel,
Chief Compliance Officer and
Senior Vice President $5,850 $240,850 - $114,844 $159,250
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Joseph Hogan(1), Director of
Construction and Senior Vice
President $5,850 $240,850 - $118,125 $163,800
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Notes:
(1) Mr. Hogan was also awarded $300,000 as an additional incentive bonus by the
Board. The terms, form of restricted stock or Unit and vesting period therefor
remain to be negotiated.
In recommending these actions to the Board, the Committee considered several
factors, including the scope of the individual's responsibilities, the
individual's performance relative to the benchmarks established by the
Committee, competitive payment practices in the industry, the historical
financial results and the anticipated financial performance of the Company. The
benchmarks established by the Committee relate to corporate performance goals,
team/unit performance goals and individual performance goals such as earnings
growth, stock performance, internal and external growth, balance sheet metrics,
asset performance and other individual performance measurements. The Committee
also considered compensation studies provided by compensation consultants and
surveys with respect to other comparable publicly-traded real estate investment
trusts regarding executive compensation and performance benchmarks.
Annual Bonus Units. The Annual Bonus Unit awards approved by the Board to
certain executive officers. The awards consist of non-vested Restricted Units
and are subject to award agreements ("Agreements") to be entered into between
the Company and each officer. The awards will be granted upon execution of the
Agreements, which will be dated as of January 31, 2008, and the number of
non-vested Restricted Units were determined based on the trailing 20-day average
price of the Company's Common Shares from that date. Pursuant to the Agreements,
14.286% will vest on January 6, 2009 and 14.286% will vest on each anniversary
thereof until January 6, 2015; except for Kenneth F. Bernstein, for whom vesting
will be 10% on January 6, 2009 and 10% on each anniversary until January 6,
2018. Annual Bonus Stock awards are intended to develop and retain strong
management through share ownership and further align management with
shareholders. These ownership opportunities and awards also provide a retention
benefit by vesting over future periods.
Long-Term Incentive Awards. The total long-term incentive awards approved by the
Board to certain executive officers were allocated 50% as time-based awards and
50% as performance-based awards. The awards consist of non-vested Restricted
Units and are subject to award agreements ("Agreements") to be entered into
between the Company and each officer. The awards will be granted upon execution
of the Agreements, which will be dated as of January 31, 2008, and the number of
non-vested Restricted Units were determined based on the trailing 20-day average
price of the Company's Common Shares from that date. Pursuant to the Agreements,
14.286% will vest on January 6, 2009 and 14.286% will vest on each anniversary
thereof until January 6, 2015; except for Kenneth F. Bernstein, for whom vesting
will be 10% on January 6, 2009 and 10% on each anniversary until January 6,
2018, provided that with respect to each year and each recipient, 50% of the
awards require the Company to achieve the benchmarks established by the Board.
Long-term incentive awards are intended to develop and retain strong management
through share ownership and incentive awards that recognize future performance.
These ownership opportunities and awards also provide a retention benefit by
vesting over future periods.
Cash Bonus Awards. In addition to their base salaries and long-term incentive
awards, certain executive officers of the Company received cash bonus awards
tied both to the overall performance of the Company and to their individual
performances. In this regard, the Committee established specific performance
goals for the payment of discretionary bonuses based on the per share growth in
cash available for distributions and total annual shareholder return. Cash
bonuses are intended to provide short-term rewards for performance, while also
providing an incentive for executives to continue moving toward the achievement
of long-term goals.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACADIA REALTY TRUST
(Registrant)
Date: February 4, 2008 By: /s/ Michael Nelsen
Name: Michael Nelsen
Title: Chief Financial Officer and
Senior Vice President