EQUITY ONE, INC. - FORM 8-K - May 4, 2011

Attached files

file filename
EX-10.1 - EX-10.1 - EQUITY ONE, INC.g27101exv10w1.htm
 
 
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): May 2, 2011
EQUITY ONE, INC.
 
(Exact name of registrant as specified in its charter)
Maryland
 
(State or other jurisdiction of incorporation)
     
001-13499   52-1794271
     
(Commission File Number)   (IRS Employer Identification No.)
     
1600 NE Miami Gardens Drive    
North Miami Beach, Florida   33179
     
(Address of principal executive offices)   (Zip Code)
(305) 947-1664
 
(Registrant’s telephone number, including area code)
N/A
 
(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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2011 annual meeting of stockholders of Equity One, Inc., a Maryland corporation (the “Company”), held on May 2, 2011, the stockholders of the Company approved the amendment of the Company’s Amended and Restated 2000 Executive Incentive Compensation Plan (the “Plan”), which, among other things:
  •   increased the number of shares of common stock reserved for delivery under the Plan to 13,500,000 shares from 8,500,000 shares, resulting in 5,075,133 shares available for delivery in connection with awards granted under the Plan as of May 2, 2011 (after giving effect to shares already issued or subject to outstanding awards under the Plan);
 
  •   increased the number of shares of common stock that may be issued under the Plan as a result of incentive stock options to 13,500,000 shares (or 5,075,133 shares after giving effect to shares already issued or subject to outstanding awards under the Plan as of May 2, 2011);
 
  •   added additional business criteria that may be used by the compensation committee or the board of directors of the Company in establishing performance goals for incentive awards that are intended to qualify as performance-based compensation not subject to the limitation on tax deductibility by the Company under Section 162(m) of the Internal Revenue Code of 1986, as amended, and increased annual limitations on shares or the dollar value of non-equity awards for purposes of Section 162(m); and
 
  •   extend the expiration date for the Plan for an additional seven years.
     The Plan is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2011, under the heading “Proposal 5 — Adoption of our Amended and Restated 2000 Executive Incentive Compensation Plan,” which description is incorporated by reference herein.
     The foregoing description of the amendments to the Plan is only a summary and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

2

 

Item 5.07   Submission of Matters to a Vote of Security Holders.
     On May 2, 2011, the Company held its 2011 annual meeting of stockholders. The final results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:
Proposal 1.   Election of directors, each to hold office until the Company’s 2012 annual meeting of stockholders and until his or her successor has been duly elected and qualifies.
                                   
 
                            Broker    
  Name     For       Withheld       Non-Votes    
 
Noam Ben-Ozer
       98,030,795         3,431,494         7,746,806    
 
James S. Cassel
       92,501,838         8,960,451         7,746,806    
 
Cynthia R. Cohen
       101,206,130         256,159         7,746,806    
 
David Fischel
       101,025,027         437,262         7,746,806    
 
Neil Flanzraich
       92,252,761         9,209,528         7,746,806    
 
Nathan Hetz
       74,438,803         27,023,486         7,746,806    
 
Chaim Katzman
       93,626,875         7,835,414         7,746,806    
 
Peter Linneman
       88,217,761         13,244,528         7,746,806    
 
Jeffrey S. Olson
       100,993,740         468,549         7,746,806    
 
Dori Segal
       96,589,178         4,873,111         7,746,806    
 
Proposal 2.   Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for the 2011 fiscal year.
                       
 
                    Broker  
  For     Against     Abstained     Non-Votes  
 
108,991,891
    182,079     35,125     0  
 
Proposal 3.   Approval, on a non-binding, advisory basis, of the Company’s executive compensation.
                       
 
                    Broker  
  For     Against     Abstained     Non-Votes  
  72,593,765     28,807,783     60,741     7,746,806  
 
Proposal 4.   Recommendation, on a non-binding, advisory basis, of the frequency of holding future advisory votes on executive compensation.
                             
 
        Every Two     Every Three           Broker  
  Every Year     Years     Years     Abstained     Non-Votes  
  98,108,036     96,172     3,192,388     65,693     7,746,806  
 

3

 

Proposal 5.   Approval of the amendment of the Company’s Amended and Restated 2000 Executive Incentive Compensation Plan, which, among other things, increases the number of shares of the Company’s common stock reserved for issuance under the plan from 8,500,000 to 13,500,000, resulting in 5,075,133 shares of the Company’s common stock available for delivery in connection with awards granted under the plan.
                       
 
                    Broker  
  For     Against     Abstained     Non-Votes  
  66,736,995     34,658,572     66,722     7,746,806  
 
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits.
  10.1   Equity One, Inc. Amended and Restated 2000 Executive Incentive Plan, as amended and restated through May 2, 2011.

4

 

SIGNATURE
     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.
         
  EQUITY ONE, INC.
 		  
Date: May 4, 2011  By:   /s/ Arthur L. Gallagher    
    Arthur L. Gallagher   
    Executive Vice President and General Counsel   

5

 

         
INDEX TO EXHIBITS
         
Exhibit Number   Description of Exhibit
  10.1    
Equity One, Inc. Amended and Restated 2000 Executive Incentive Plan, as amended and restated through May 2, 2011.

6

Stock widget

Investing forum

EQUITY ONE, INC. Reports