Attached files
| file | filename |
|---|---|
| EX-99.2 - CapLease, Inc. | v205055_ex99-2.htm |
| EX-99.1 - CapLease, Inc. | v205055_ex99-1.htm |
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): December 7, 2010
CAPLEASE,
INC.
(Exact
name of registrant as specified in its charter)
| Maryland | 1-32039 |
52-2414533
|
|
(State or
other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification No.)
|
|
1065 Avenue
of the Americas, New York, NY
|
10018 | |
|
(Address of
principal executive offices)
|
(Zip Code) | |
Registrant’s
telephone number, including area code: (212)
217-6300
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
8.01 Other
Events.
On
December 7, 2010, the Board of Directors of CapLease, Inc. (the “Company”) adopted two
new corporate governance policies: (i) stock ownership guidelines for the
Company’s directors and executive officers and (ii) an incentive compensation
claw back policy applicable to the Company’s executive officers. The
new policies are described below and are attached to this Current Report on Form
8-K as Exhibit 99.1 and Exhibit 99.2, respectively.
Stock Ownership
Guidelines
The
Company’s stock ownership guidelines include the following minimum stock
ownership standards for the Company’s executive officers and non-employee
directors:
|
Title
|
Guideline
|
|
Chief
Executive Officer
|
A
multiple of 4x annual base salary
|
|
Chief
Financial Officer
|
A
multiple of 3x annual base salary
|
|
All
other Executive Officers
|
A
multiple of 2x annual base salary
|
|
Directors
|
A
multiple of 3x annual stock award
retainer
|
For
purposes of the guidelines, ownership will include (i) shares owned directly by
the individual or his or her family members residing in the same household, (ii)
shares held in an individual’s IRA account, (iii) shares held in CapLease’s
401(k) plan, (iv) shares owned by an individual pursuant to CapLease’s 2004
Stock Incentive Plan or successor plan, whether vested or unvested, (v) shares
held in a grantor trust for the benefit of the individual or his or her
immediate family members residing in the same household, and (vi) shares owned
by a partnership, limited liability company or other entity to the extent of the
individual’s interest therein (or the interest therein of his or her immediate
family members residing in the same household), but only if the individual has
or shares power to vote or dispose of the shares.
The
Company’s directors and executive officers in office at the time of adoption are
required to be in compliance immediately. Any future directors or
executive officers will have five years from appointment to achieve
compliance.
As of the
date of this Current Report on Form 8-K, all of the Company’s directors and
executive officers are in compliance with the stock ownership
guidelines.
Claw Back
Policy
Under the
Company’s claw back policy, the Board of Directors may recover incentive
compensation paid to any current or former executive officer of the Company if
all of the following conditions apply:
|
·
|
the
Company’s financial statements are required to be restated due to material
non-compliance with any financial reporting requirements under the federal
securities laws (other than a restatement due to a change in accounting
rules);
|
|
·
|
as
a result of such restatement, a performance measure which was a material
factor in determining the award is restated;
and
|
|
·
|
in
the discretion of the compensation committee, a lower payment would have
been made to the executive officer based upon the restated financial
results.
|
The claw
back policy applies to any incentive compensation paid on or after December 7,
2010 and the recovery period is the three (3) year period preceding the date on
which the Company is required to prepare the accounting
restatement.
The
description of the Company’s stock ownership guidelines and incentive
compensation claw back policy is qualified by reference to the complete policies
that are attached hereto as exhibits and are incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits.
| (d) Exhibits | ||
| Exhibit | Description | |
|
|
99.1
|
CapLease,
Inc. Stock Ownership Guidelines for Directors and Executive
Officers
|
|
|
99.2
|
CapLease,
Inc. Claw Back Policy applicable to Executive
Officers
|
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.
| CAPLEASE, INC. | |||
|
|
By:
|
/s/ Paul C. Hughes | |
|
Paul
C. Hughes
Vice
President, General Counsel
and
Corporate Secretary
|
|||
DATE:
December 9, 2010