WEINGARTEN
REALTY INVESTORS
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
May
1, 2009
To
Our Shareholders:
You are
invited to attend our annual meeting of shareholders that will be held at our
corporate office located at 2600 Citadel Plaza Drive, Houston, Texas 77008, on
Friday, May 1, 2009, at 9:00 a.m., Houston time. The purpose of the
meeting is to vote on the following proposals:
|
Proposal
1:
|
To
elect nine trust managers to serve until their successors are elected and
qualified.
|
|
Proposal
2:
|
To
ratify the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for the fiscal year ending December 31,
2009.
|
We are
pleased this year to take advantage of the Securities and Exchange Commission
(“SEC”) rule allowing companies to furnish proxy materials to their shareholders
over the Internet. We believe that this e-proxy process expedites
shareholders' receipt of proxy materials, while lowering the costs and reducing
the environmental impact of our annual meeting.
Your vote
is important. You may vote your shares using the Internet or the
telephone by following the instructions on page 1 of the proxy
statement. Of course, you may also vote by returning a proxy if you
received a paper copy of this proxy statement. If you attend the annual meeting,
you may change your vote or revoke your proxy by voting your shares in
person. If you cannot attend the meeting, you can still listen to the
meeting, which will be webcast and available under the Investor Relations
section on our website at www.weingarten.com.
Please
contact our Investor Relations department at (800) 298-9974 or (713) 866-6000 if
you have any questions.
By Order
of the Board of Trust Managers,
M.
Candace DuFour
Senior
Vice President and Secretary
March 20,
2009
Houston,
Texas
Important
Notice Regarding Availability of Proxy Materials for our
Annual
Meeting of Shareholders to be held on May 1, 2009
The proxy
statement and annual report to shareholders are available at www.proxyvote.com
and under the Investor Relations section of our website at www.weingarten.com
under "SEC Filings."
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i
TABLE
OF CONTENTS, continued
ANNUAL
MEETING OF SHAREHOLDERS
Friday,
May 1, 2009
Weingarten
Realty Investors
2600
Citadel Plaza Drive
Houston,
Texas 77008
The Board
of Trust Managers is soliciting proxies to be used at the 2009 annual meeting of
shareholders to be held at our corporate office located at 2600 Citadel Plaza
Drive, Houston, Texas 77008, on Friday, May 1, 2009, at 9:00 a.m., Houston
time. This proxy statement and form of proxy are first being sent on
or about March 20, 2009.
Only
shareholders of record at the close of business on March 4, 2009 are entitled to
notice of, and to vote at, the annual meeting. As of March 4, 2009,
we had 87,405,377 common shares of beneficial interest issued and
outstanding. Each common shareholder of record on the record date is
entitled to one vote per share on each matter properly brought before the annual
meeting for each common share held.
In
accordance with our amended and restated bylaws, a list of shareholders entitled
to vote at the annual meeting will be available at the annual meeting and for 10
days prior to the annual meeting, between the hours of 9:00 a.m. and 4:00 p.m.
local time, at our principal executive offices listed above.
You may vote over
the Internet, by telephone or by using a traditional proxy card.
|
·
|
To
vote by Internet, go to www.proxyvote.com and follow the instructions
there. You will need the 12 digit number included on your proxy
card or notice.
|
|
·
|
To
vote by telephone, please call (800) 690-6903 and follow the
instructions. You will need the 12 digit number included on
your proxy card or notice.
|
|
·
|
If
you received a notice and wish to vote by traditional proxy card, you can
receive a full set of materials at no charge through one of the following
methods:
|
|
|
(1)
|
by
internet: www.proxyvote.com
|
|
|
(2)
|
by
telephone: (800)
579-1639
|
|
|
(3)
|
by
email: sendmaterial@proxyvote.com (your email should contain the 12 digit
number in the subject line)
|
The
deadline for voting by telephone or electronically is 11:59 p.m., Eastern Time,
on April 30, 2009. If you are a registered shareholder and attend the
meeting, you may deliver your completed proxy card in person. "Street
name" shareholders who wish to vote at the meeting will need to obtain a proxy
form from the institution that holds their shares.
If you
properly sign and return your proxy card or complete your proxy via the
telephone or Internet, your shares will be voted as you direct. If
you sign and return your proxy but do not specify how you want your shares
voted, they will be voted FOR the election of all nominees for trust manager as
set forth under "Election of Trust Managers" and FOR the ratification of
Deloitte & Touche LLP as our independent registered public accounting firm
for 2009.
You may
revoke your proxy and change your vote at any time before the annual meeting by
submitting a written notice to our Secretary, by submitting a later dated and
properly executed proxy (including by means of a telephone or Internet vote) or
by voting in person at the annual meeting.
Under New
York Stock Exchange (NYSE) rules, the proposals to elect trust managers and to
ratify the appointment of our independent registered public accounting firm are
considered "discretionary" items. This means that brokerage firms may
vote in their discretion on these matters on behalf of clients who have not
furnished voting instructions at least 10 days before the date of the
meeting.
The
presence, in person or represented by proxy, of the holders of a majority
(87,405,377 shares) of the common shares entitled to vote at the annual meeting
is necessary to constitute a quorum at the annual meeting. However,
if a quorum is not present at the annual meeting, the shareholders present in
person or represented by proxy have the power to adjourn the annual meeting
until a quorum is present or represented. Pursuant to our amended and
restated bylaws, abstentions and broker “non-votes” are counted as present and
entitled to vote for purposes of determining a quorum at the annual
meeting. A broker “non-vote” occurs when a nominee holding common
shares for a beneficial owner 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.
The
affirmative vote of the holders of a majority (43,702,689 shares) of the common
shares present in person or represented by proxy is required to re-elect trust
managers. Any trust manager who is currently on the board shall
remain on the board, regardless of the number of votes he receives, unless he is
replaced by a nominee who receives the requisite vote to become a new trust
manager. All of the nominees currently serve as a trust
manager. Abstentions and broker non-votes are not counted for
purposes of the election of trust managers.
The
ratification of the appointment of Deloitte & Touche LLP requires the
affirmative vote of the holders of a majority (43,702,689 shares) of the common
shares represented in person or by proxy at the annual meeting and entitled to
vote thereon in order to be approved.
The cost
of soliciting proxies will be borne by us. Proxies may be solicited
on our behalf by our trust managers, officers, employees or soliciting service
in person, by telephone, facsimile or by other electronic means. In
accordance with SEC regulations and the rules of the NYSE, we will reimburse
brokerage firms and other custodians, nominees and fiduciaries for their
expenses incurred in mailing proxies and proxy materials and soliciting proxies
from the beneficial owners of our common shares.
Our Board
of Trust Managers has determined that each of the following trust managers
standing for re-election has no material relationship with us (either directly
or as a partner, shareholder or officer of an organization that has a
relationship with us) and is independent within the meaning of our trust manager
independence standards, which reflect exactly NYSE Director Independence
Standards, as currently in effect: Messrs. Crownover, Cruikshank,
Lasher, Schnitzer, Shaper and Shapiro. The Board of Trust Managers
has determined that Messrs. S. Alexander and A. Alexander are not independent
trust managers within the meaning of the NYSE Director Independence
Standards. Mr. Dow is considered independent under the NYSE Director
Independence Standards, however due to the amount of legal work that Mr. Dow
personally performs for his firm on our account, the Board of Trust Managers has
elected to not consider him an independent director. Furthermore, the
board has determined that each of the members of each of the governance, audit
and management development and compensation committees has no material
relationship with us (either directly as a partner, shareholder or officer of an
organization that has a relationship with us) and is independent within the
meaning established by the NYSE.
Audit Committee Financial
Expert. The
Board of Trust Managers has determined that Messrs. Cruikshank and Shaper meet
the definition of audit committee financial expert promulgated by the SEC and
are independent, as defined in the NYSE Listing Standards.
Committee Charters and other
Governance Materials. Our board has adopted (1) a governance
committee charter, a management development and compensation committee charter
and an audit committee charter; (2) standards of independence for our trust
managers; (3) a code of conduct and ethics for all trust managers, officers and
employees; and (4) corporate governance guidelines. Our governance
committee charter, management development and compensation committee charter,
audit committee charter, corporate governance guidelines and code of conduct and
ethics are available on our web site at www.weingarten.com. These
materials are also available in print to any shareholder who requests them by
submitting a request to Kristin Gandy, Director of Investor Relations, 2600
Citadel Plaza Drive, Suite 125, Houston, Texas 77008.
Communications with the
Board. Individuals may communicate with the board by sending a
letter to:
M.
Candace DuFour
Senior
Vice President and Secretary
2600
Citadel Plaza Drive, Suite 125
Houston,
Texas 77008
All trust
managers have access to this correspondence. Communications that are
intended specifically for non-management trust managers should be sent to the
street address noted above, to the attention of the chairman of the Governance
Committee. In accordance with instructions from the board, the
secretary to the board reviews all correspondence, organizes the communications
for review by the board, and posts communications to the full board or
individual trust managers as appropriate.
Executive
Sessions. Generally, executive sessions of non-employee trust
managers are held at the end of each board meeting. In accordance
with our corporate governance guidelines, our independent trust managers will
meet at least once per year in executive session. The chairman of the
governance committee, currently Marc J. Shapiro, serves as chairman during any
executive session. During 2008, our non-employee trust managers met
four times in executive session.
During
2008, the Board of Trust Managers held six meetings. No trust manager
attended less than 100% of the total number of board and committee meetings on
which the trust manager served that were held while the trust manager was a
member of the board or committee, as applicable. All of our trust
managers are strongly encouraged to attend our annual meeting of shareholders.
All of our trust managers attended our 2008 annual meeting of
shareholders. The board’s current standing committees are as
follows:
|
Name
|
Governance
Committee
|
Audit
Committee
|
Management
Development & Compensation Committee
|
Executive
Committee
|
Pricing
Committee
|
|
Employee
Trust Managers:
|
|||||
|
Andrew
M. Alexander
|
X
(1)
|
X
(1)
|
|||
|
Stanford
Alexander
|
X
|
X
|
|||
|
Non-Employee
Trust Managers:
|
|||||
|
James
W. Crownover
|
X
|
X
(1)
|
|||
|
Robert
J. Cruikshank
|
X
|
X
(1)
|
X
|
X
|
|
|
Melvin
A. Dow
|
X
|
||||
|
Stephen
A. Lasher
|
X
|
X
|
X
|
X
|
|
|
Douglas
Schnitzer
|
X
|
||||
|
C.
Park Shaper
|
X
|
||||
|
Marc
J. Shapiro
|
X
(1)
|
X
|
X
|
___________
|
(1)
|
Chairman
|
The
governance committee which operates pursuant to a written charter, has the
responsibility to (1) oversee the nomination of individuals to the board,
including the identification of individuals qualified to become board members
and the recommendation of such nominees; (2) develop and recommend to the board
a set of governance principles; and (3) oversee matters of governance to insure
that the board is appropriately constituted and operated to meet its fiduciary
obligations, including advising the board on matters of board organization,
membership and function and committee structure and membership. The
committee also recommends trust manager compensation and
benefits. The governance committee will consider nominees made by
shareholders. Shareholders should send nominations to our Senior Vice
President and Secretary, M. Candace DuFour. Any shareholder
nominations proposed for consideration by the governance committee should
include the nominee’s name and qualifications for board
membership. The governance committee
recommends to the board the slate of individuals to be presented for election as
trust managers. The governance committee shall establish criteria for the
selection of potential trust managers, taking into account the following desired
attributes: ethics, leadership, independence, interpersonal skills, financial
acumen, business experiences, industry knowledge and diversity of
viewpoints. The same criterion is applied to candidates recommended
by any source. See “Governance of Our Company –Procedures for Nominating Trust
Managers” on page 5 and “Shareholder Proposals” on page 33. The
governance committee met three times in 2008.
The audit
committee which acts pursuant to a written charter, assists the board in
fulfilling its responsibilities for general oversight of (1) our financial
reporting processes and the audit of our financial statements, including the
integrity of our financial statements; (2) our compliance with ethical policies
contained in our code of conduct and ethics; (3) legal and regulatory
requirements; (4) the independence, qualification and performance of our
independent registered public accounting firm; (5) the performance of our
internal audit function; and (6) risk assessment and risk
management. The committee has the responsibility for selecting our
independent registered public accounting firm and pre-approving audit and
non-audit services. Among other things, the audit committee prepares
the audit committee report for inclusion in the annual proxy statement; reviews
the audit committee charter and the audit committee’s performance; and reviews
our disclosure controls and procedures, information security policies and
corporate policies with respect to financial information and earnings
guidance. The audit committee also oversees investigations into
complaints concerning financial matters. The audit committee has the
authority to obtain advice and assistance from outside legal, accounting or
other advisors as the audit committee deems necessary to carry out its
duties. The audit committee met four times in 2008.
The
management development and compensation committee (1) discharges the board’s
responsibilities to establish the compensation of our executives; (2) produces
an annual report on executive compensation for inclusion in our annual proxy
statement; (3) provides general oversight for our compensation structure,
including our equity compensation plans and benefits programs; and (4) retains
and approves the terms of the retention of any compensation consultant or other
compensation experts. Other specific duties and responsibilities of
the committee include reviewing the leadership development process; reviewing
and approving objectives relative to executive officer compensation; approving
employment agreements for executive officers; approving and amending our
incentive compensation and share option programs (subject to shareholder
approval if required); and annually evaluating its performance and its written
charter. The committee held three meetings during
2008.
The
executive committee has the authority to enter into transactions to acquire and
dispose of real property, execute certain contracts and agreements, including,
but not limited to, borrowing money and entering into financial derivative
contracts, leases (as landlord or tenant) and construction contracts valued from
$50 million up to $100 million. The committee was established by the board to
approve these significant transactions. We have a detailed process
that is followed for all of these transactions and the execution of unanimous
consents for such transactions is the final documentation of such
process. The executive committee did not meet in person during 2008,
but conducted business by the execution of three unanimous written consents
during that year.
The
pricing committee is authorized to exercise all the powers of the Board of Trust
Managers in connection with the offering, issuance and sale of our
securities. The pricing committee did not meet in person during 2008,
but conducted business by having two telephonic meetings during the
year.
The
governance committee will consider trust manager candidates nominated by
shareholders. Shareholder nominee recommendations, including the nominee’s name
and an explanation of the nominee’s qualifications must be submitted in writing
to M. Candace DuFour, Senior Vice President and Secretary, at P.O. Box 924133,
Houston, Texas 77292-4133. To propose recommendations for the 2010
annual meeting, see instructions under “Shareholder Proposals” on 33. We did not
receive any formal proposals for nominating trust managers from our shareholders
during 2008.
ELECTION
OF TRUST MANAGERS
Pursuant
to the Texas Real Estate Investment Trust Act, our amended and restated
declaration of trust, and our amended and restated bylaws, our business,
property and affairs are managed under the direction of the Board of Trust
Managers. At the annual meeting, nine trust managers will be elected
by the shareholders, each to serve until his successor has been duly elected and
qualified, or until the earliest of his death, resignation or retirement.
Regardless of the number of votes each nominee receives, pursuant to the Texas
Real Estate Investment Trust Act, each trust manager will continue to serve
unless another nominee receives the affirmative vote of the holders of 66 2/3%
of our outstanding common shares.
The
persons named as proxies will vote your shares as you specify. If you
fail to specify how you want your shares voted, the shares will be voted in
favor of the nominees listed below. The Board of Trust Managers has
proposed the following nominees for election as trust managers at the annual
meeting. Each of the nominees was nominated by the governance
committee and each nominee is currently a member of the Board of Trust Managers.
The governance committee did not receive any nominations for trust manager from
any person.
All
nominees have consented to serve as trust managers. The board has no
reason to believe any of the nominees will be unable to act as trust
manager. However, if a trust manager is unable to stand for
re-election, the board may either reduce the size of the board or the nominating
committee may designate a substitute. If a substitute nominee is
named, the proxies will vote for the election of the substitute.
Stanford
Alexander, Chairman of the Board of Trust Managers since
2001. Chief Executive Officer from 1993 to December
2000. President and Chief Executive Officer from 1962 to
1993. Trust manager since 1956 and our employee since
1955. Age: 80
Andrew M.
Alexander, trust manager since 1983. Chief Executive Officer
since 2001. President since 1997. Executive Vice
President/Asset Manager from 1993 to 1996 and President of Weingarten Realty
Management Company since 1993. Senior Vice President/Asset Manager of Weingarten
Realty Management Company from 1991 to 1993, and Vice President from 1990 to
1991 and, prior to our reorganization in 1984, Vice President from 1988 to
1990. Mr. Alexander has been our employee since 1978. He
is a director of Academy Sports & Outdoors, Inc. Age:
52
James W.
Crownover, trust manager since 2001. Since 1998, Mr. Crownover
has managed his personal investments. Mr. Crownover completed a
30-year career with McKinsey & Company, Inc. in 1998 where he was managing
director of its southwest practice and a member of the firm’s board of
directors. He currently serves as a director on the boards of
Chemtura Corporation (compensation committee member), FTI Consulting, Inc.
(audit committee member), and Republic Services, Inc. He also serves as Chairman
of the Board of Trustees of Rice University. Age: 65
Robert J.
Cruikshank, trust manager since 1997. Since 1993, Mr.
Cruikshank has managed his personal investments. Senior partner of Deloitte
& Touche LLP from 1989 to 1993. He currently serves on
the board of MAXXAM, Inc. (audit committee member,
compensation committee member). Age: 78
Melvin A.
Dow, trust manager since 1984. Shareholder, Winstead P.C.
(Formally Winstead, Sechrest & Minick P. C.) since August
2001. Chairman/Chief Executive Officer of Dow, Cogburn &
Friedman, P.C. (which merged with Winstead, Sechrest & Minick P.C. in 2001)
from 1995 to 2001. Age: 81
Stephen A.
Lasher, trust manager since 1980. President of The GulfStar
Group, Inc. since January 1991. He currently serves as a director of Conservatek
Industries (compensation committee). Age: 61
Douglas W.
Schnitzer, trust manager since 1984. Chairman/Chief Executive
Officer of Senterra Real Estate Group, L.L.C. since 1994. Age:
52
C. Park
Shaper, trust manager since 2007. President of Knight, Inc.
(formerly Kinder Morgan, Inc.), Kinder Morgan Energy Partners, L.P., and Kinder
Morgan Management, LLC, since 2005. Served as Executive Vice
President and Chief Financial Officer from 2004 to 2005. Currently
serves as a director on the boards of Kinder Morgan Energy Partners, L.P. and
Kinder Morgan Management, LLC, since 2003. Age: 40
Marc J.
Shapiro, trust manager since 1985. Since 2003, Mr. Shapiro has
served as a consultant to J. P. Morgan Chase & Co. as a non-executive
Chairman of its Texas operations. Former Vice Chairman of J. P.
Morgan Chase & Co. from 1997 through 2003. He served as Chairman
and Chief Executive Officer of Chase Bank of Texas from January 1989 to
1997. He currently serves as a director on the boards of
Kimberly-Clark Corporation (Lead Director; which includes chairman of executive
committee), Burlington Northern Santa Fe Corporation (audit committee member)
and The Mexico Fund (audit committee member) . Age: 61
Andrew M.
Alexander is the son of Stanford Alexander. Douglas W. Schnitzer is
the first cousin of Stephen A. Lasher.
The
Board of Trust Managers unanimously recommends that you vote FOR the election of
trust managers as set forth in Proposal One.
No trust
manager or executive officer was selected as a result of any arrangement or
understanding between the trust manager or executive officer and any other
person. All executive officers are elected annually by, and serve at
the discretion of, the Board of Trust Managers.
Our
executive officers are as follows:
|
Name
|
Age
|
Position
|
Recent Business
Experience
|
|
Andrew
M. Alexander
|
52
|
President
and Chief Executive Officer
|
See
“Election of Trust Managers”
|
|
Stanford
Alexander
|
80
|
Chairman
of the Board
|
See
“Election of Trust Managers”
|
|
Martin
Debrovner
|
72
|
Vice
Chairman
|
1997
to June 2008 - Vice Chairman (Retired); 1993 to 1997 - President
and Chief Operating Officer
|
|
Johnny
Hendrix
|
51
|
Executive
Vice President/
Asset
Management
|
Appointed
Executive Vice President, February 2005; 2001 to 2004 - Senior Vice
President/Director of Leasing; 1998 to 2000 - Vice President/Associate
Director of Leasing
|
|
Stephen
C. Richter
|
54
|
Executive
Vice President and Chief Financial Officer
|
Appointed
Executive Vice President and Chief Financial Officer, February 2005; 2000
to 2005 - Senior Vice President and Chief Financial Officer; 1997 to 2000
- Senior Vice President and
Treasurer
|
In June
2008, our Vice Chairman, Mr. Debrovner retired from the company. In
accordance with SEC rules and regulations, we have reported Mr. Debrovner’s
compensation and benefit information for the year ended December 31,
2008.
The
following table sets forth certain information regarding the beneficial
ownership of our common shares as of February 4, 2009 by (1) each person known
by us to own beneficially more than 5% of our outstanding common shares, (2)
each current trust manager, (3) each named executive officer, and (4) all
current trust managers and named executive officers as a group. As of
February 4, 2009, there were 87,132,356 common shares of beneficial ownership
outstanding. The number of shares beneficially owned by each entity, person,
trust manager or executive officer is determined under the rules of the SEC, and
the information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any
shares as to which the individual has the sole or shared voting power or
investment power and also any shares that the individual has a right to acquire
as of April 5, 2009 (60 days after February 4, 2009) through the exercise of any
share option or other right. Unless otherwise indicated, each person
has sole voting and investment power (or shares such powers with his spouse)
with respect to the shares set forth in the following table. Unless
otherwise noted in a footnote, the address of each person listed below is c/o
Weingarten Realty Investors, 2600 Citadel Plaza Drive, Suite 125, Houston, Texas
77008.
Certain
of the shares listed below are deemed to be owned beneficially by more than one
shareholder under SEC rules.
|
Name
|
Amount
and Nature of Beneficial
Ownership
|
Percent of Class
|
||||||
|
Trust Managers and Named Executive
Officers:
|
||||||||
|
Andrew
M. Alexander
|
1,975,306
|
(1)
|
2.3
|
% | ||||
|
Stanford
Alexander
|
5,981,538
|
(2)
|
6.9
|
% | ||||
|
James
W. Crownover
|
18,077
|
|
*
|
|||||
|
Robert
J. Cruikshank
|
13,277
|
|
*
|
|||||
|
Martin
Debrovner
|
584,469
|
(3)
|
*
|
|||||
|
Melvin
A. Dow
|
1,174,649
|
(4)
|
1.4
|
% | ||||
|
Johnny
Hendrix
|
136,164
|
(5)
|
*
|
|||||
|
Stephen
A. Lasher
|
556,652
|
(6)
|
*
|
|||||
|
Stephen
C. Richter
|
250,310
|
(7)
|
*
|
|||||
|
Douglas
W. Schnitzer
|
1,427,832
|
(8)
|
1.6
|
% | ||||
|
C.
Park Shaper
|
2,232
|
|
*
|
|||||
|
Marc
J. Shapiro
|
76,592
|
|
*
|
|||||
|
All
trust managers and executive officers as a group (12
persons)
|
12,197,098
|
(9)
|
12.7
|
% | ||||
|
Five Percent Shareholders:
|
||||||||
|
Barclays
Global Investors (10)
|
6,150,811
|
7.1
|
% | |||||
|
The
Vanguard Group, Inc. 23-1945930 (11)
|
5,503,203
|
6.3
|
% | |||||
___________
*Beneficial
ownership of less than 1% of the class is omitted.
|
(1)
|
Includes
697,518 shares over which Messrs. S. Alexander and Dow have shared voting
and investment power, and 459,371 shares that Mr. A. Alexander may
purchase upon the exercise of share options that will be exercisable on or
before April 5, 2009. Also includes 56,250 shares held by a charitable
foundation, over which shares Mr. A. Alexander and his wife Julie have
voting and investment power and 8,292 shares held in trust for the benefit
of Mr. A. Alexander’s children. Of the total number of shares owned, 3,025
are pledged as security for Mr. A.
Alexander.
|
|
(2)
|
Includes
1,103,074 shares held by various trusts for the benefit of Mr. S.
Alexander’s children and 697,518 shares for which voting and investment
power are shared with Messrs. A. Alexander and Dow. Also includes 232,391
shares that may be purchased by Mr. S. Alexander upon exercise of share
options that are currently exercisable or that will become exercisable on
or before April 5, 2009. Includes 1,070,200 shares held by a
charitable foundation, over which shares Mr. S. Alexander and his wife
Joan have voting and investment
power.
|
|
(3)
|
Includes
211,037 shares that may be purchased upon the exercise of share options
that will be exercisable on or before April 5, 2009. Of the
total number of shares owned, 19,000 shares are pledged as security for
Mr. Debrovner.
|
|
(4)
|
Includes
697,518 shares over which Messrs. Dow, S. Alexander and A. Alexander have
shared voting and investment power.
|
|
(5)
|
Includes 67,686
shares that may be purchased upon the exercise of share options
that will be exercisable on or before April
5, 2009.
|
|
(6)
|
Includes
112,500 shares held by trusts for the benefit of Mr. Lasher’s children,
over which Mr. Lasher exercises sole voting and investment
power.
|
|
(7)
|
Includes
7,818 shares held in trust for the benefit of Mr. Richter’s children, for
which he has shared voting and investment power with his wife Evelyn, and
126,667 shares that may be purchased upon the exercise of share options
that will be exercisable on or before April 5, 2009. Of the
total number of shares owned, 9,100 shares are pledged as security for Mr.
Richter.
|
|
(8)
|
Mr.
Schnitzer owns 9,702 shares individually. With respect to the
remaining shares beneficially owned, Mr. Schnitzer shares voting and
investment power with Joan Weingarten Schnitzer under trusts for Joan
Weingarten Schnitzer.
|
|
(9)
|
Includes
1,097,152 shares that may be purchased upon the exercise of share options
that will be exercisable on or before April 5,
2009.
|
|
(10)
|
According
to a Schedule 13G filed with the SEC on February 5, 2009, Barclays Global
Investors, NA. (“BGI”), Barclays Global Fund Advisors (“BGI Fund”),
Barclays Global Investors, LTD (“BGI LTD”), Barclays Global Investors
Japan Limited (“BGI Japan”), Barclays Global Investors Canada Limited
(“BGI Canada”), Barclays Global Investors Australia Limited (“BGI
Australia”), and Barclays Global Investors (Deutschland) AG (“BGI
Germany”) reported beneficial ownership of the shares reported in the
table. BGI reported sole voting power with respect to 2,430,012 shares and
sole dispositive power with respect to 2,762,562 shares; BGI Fund reported
sole voting power with respect to 2,684,437 shares and sole dispositive
power with respect to 3,121,970 shares; BGI LTD reported sole voting power
with respect to 182,396 shares and sole dispositive power with respect to
235,251 shares; BGI Japan reported sole voting and dispositive power with
respect to 28,673 shares; BGI Canada reported sole voting and dispositive
power with respect to 2,355 shares; BGI Australia and BGI
Germany each reported no beneficial ownership of shares. The address for
BGI and BGI Fund is 400 Howard Street , San Francisco, CA 94105; the
address for BGI LTD is Murray House, 1 Royal Mint Court, London, EC3N 4HH,
England; the address for BGI Japan is Ebisu Prime Square Tower, 8th Floor,
1−1−39 Hiroo Shibuya−Ku, Tokyo, 150−0012, Japan; the address for BGI
Canada is Brookfield Place 161 Bay Street, Suite 2500, P.O. Box 614,
Toronto, Ontario M5J 2S1, Canada; the address for BGI Australia is Level
43, Grosvenor Place, 225 George Street, P.O. Box N43, Sydney, Australia
NSW 1220; and the address for BGI Germany is Apianstrasse 6, D-85774,
Unterfohring, Germany.
|
|
(11)
|
Pursuant
to information contained in a Schedule 13G/A filed by or on behalf of the
beneficial owners with the SEC on February 13, 2009. The
Vanguard Group, Inc. reported sole voting power with respect to 39,020
shares and sole dispositive power with respect to 5,503,203 shares. The
reported address of The Vanguard Group, Inc. 23-1945930, is 100 Vanguard
Blvd. Malvern, PA 19355.
|
We are
pleased to report that management, employees, trust managers and their extended
families own, in the aggregate, approximately 15.3% of our outstanding common
shares as of February 4, 2009, including any share options that will be
exercisable on or before April 5, 2009.
Section
16(a) of the Securities Exchange Act of 1934 requires our trust managers and
executive officers, and persons who own more than 10% of a registered class of
our equity securities, to file reports of holdings and transactions in our
securities with the SEC and the NYSE. Executive officers, trust
managers and greater than 10% beneficial owners are required by applicable
regulations to furnish us with copies of all Section 16(a) forms they file with
the SEC.
Based
solely upon a review of the reports furnished to us with respect to fiscal 2008,
we believe that all SEC filing requirements applicable to our trust managers,
executive officers and 10% beneficial owners were satisfied, except Messrs. Dow
and A. Alexander, each of whom had one late filing.
During
fiscal 2008, three of our independent trust managers served on the management
development and compensation committee. The committee members for
2008 were Messrs. Cruikshank, Lasher and Shapiro. No member of the
management development and compensation committee has any interlocking
relationship with any other company that requires disclosure under this
heading.
Mr. Dow
is a shareholder of Winstead P.C. (formerly Winstead, Secrest & Minick
P.C.), a law firm that had a relationship with Weingarten during the 2008 fiscal
year. Winstead P.C. performs a significant amount of work for us.
Payments made by us to Winstead P.C. for work performed constituted less than 2%
of the firm’s total revenue for 2008.
We review
all relationships and transactions in which we and our significant shareholders,
trust managers and executive officers or their respective immediate family
members are participants to determine whether such persons have a direct or
indirect material interest in a transaction. As required under SEC rules,
transactions that are determined to be directly or indirectly material to us or
a related party are disclosed. We also disclose transactions or
categories of transactions we consider in determining that a trust manager is
independent. In addition, our audit committee and/or governance
committee reviews and, if appropriate, approves or ratifies any related party
transaction that is required to be disclosed.
The
management development and compensation committee (for purposes of this
analysis, the “Committee”) of the board has the responsibility for establishing,
implementing and continually monitoring adherence with our compensation
philosophy. The Committee ensures that the total compensation paid to
our executive leadership team is fair, reasonable and
competitive. Generally, the types of compensation and benefits
provided to members of the executive leadership team, including the named
executive officers, are similar to those provided to other executive officers at
other Real Estate Investment Trusts (“REITs”). Throughout this proxy
statement, the individuals who served as President and Chief Executive Officer,
Chairman, Executive Vice President and Chief Financial Officer and Executive
Vice President/Asset Management during fiscal 2008, are referred to as the
“named executive officers.” When we use the term “our top two executive
officers,” we mean our President and Chief Executive Officer and our
Chairman. On January 30, 2009, we met to determine awards based on
2008 performance. As a result, the Summary Compensation Table on page
21 does not reflect equity incentive awards. They are, however,
reflected in this discussion.
The
Committee believes that the most effective executive compensation program is one
that is designed to both reward the achievement of specific annual, long-term
and strategic goals, and to align executives’ interests with those of the
shareholders by rewarding performance above established goals, with the ultimate
objective of improving shareholder value. To that end, the Committee
believes executive compensation packages provided by us to our executives,
including the named executive officers, should include both cash and share-based
compensation that reward performance as measured against established goals which
are tied to the objectives of our business plan. Accordingly, the
Committee has designed our compensation program to achieve the following four
objectives:
|
·
|
Performance Based
Pay. Create a compensation environment that rewards
achievement of financial and non-financial goals and rewards our
executives for our company's performance as compared to that of our peer
group.
|
|
·
|
Retention. Attract
and retain executives whose abilities help promote our long-term success
and market competitiveness.
|
|
·
|
Emphasis on Long-Time
Success. Reward our executives for management skills
that enhance long-term strategic success and increase shareholder
value.
|
|
·
|
Shareholder
Alignment. Align the long-term financial interests of
our executives with the financial interests of our
shareholders.
|
The
Committee makes all compensation decisions for our top two executive officers
based on the Committee's determination as to how that compensation will aid in
achieving the objectives of our compensation policies. Our President
and Chief Executive Officer annually reviews the performance of our Executive
Vice President and Chief Financial Officer and our Executive Vice
President/Asset Management. The conclusions reached and
recommendations based on these reviews, including with respect to salary
adjustments, annual bonus and equity award amounts, are presented to the
Committee. The Committee may exercise its discretion in modifying any
recommended adjustment or award, and the Committee makes all final compensation
decisions for our named executive officers. Mr. A. Alexander also
reviews the performance of our Chairman with the Committee. The
Committee establishes, in conjunction with Mr. A. Alexander, salary adjustments,
annual bonus and equity award amounts for our Chairman. The Committee reviews
the performance of our President and Chief Executive Officer.
In 2008,
the Committee retained FPL Associates (“FPL”), an outside executive compensation
consulting firm, to assist it in considering compensation for its top two
executive officers. The Company has not engaged FPL to perform any
other consulting services. On December 10, 2008, FPL provided the
Committee with a report containing relevant market data to consider when making
compensation decisions for our top two executive officers. The report
did not contain any recommendations on suggested compensation for our top two
executive officers. The Committee used the report to provide a
competitive compensation benchmarking analysis.
To help
our Committee determine that our compensation programs are both competitive and
reasonable, we compare our compensation programs to the compensation programs of
our retail REIT peer group and our size-based REIT peer group. FPL
Associates and the company together agreed upon the composition of the peer
group companies. The retail REIT peer group consists of companies in
our industry with which we compete, and the sized-based REIT peer group
represents companies of similar size to us. As of December 10, 2008,
the date of FPL’s report to the Committee, the following REITs comprised our
retail REIT peer group. The information provided from the various
REITs was based on 2007 compensation data.
|
CBL
& Associates Properties, Inc.
|
Macerich
Company
|
|
Developers
Diversified Realty Corporation
|
Pennsylvania
Real Estate Investment Trust
|
|
Equity
One, Inc.
|
Ramco-Gershenson
Properties Trust
|
|
Federal
Realty Investment Trust
|
Regency
Centers Corporation
|
|
Glimcher
Realty Trust
|
Taubman
Centers, Inc.
|
|
Kimco
Realty Corporation
|
The
retail REIT peer group had total capitalization ranging from approximately
$733.2 million to $8.3 billion, with a median of $4.4 billion. Our total
capitalization at that time was $4.8 billion.
As of
December 10, 2008, the following REITs comprised our size-based REIT peer
group:
|
Brandywine
Realty Trust
|
First
Industrial Realty Trust, Inc
|
|
BRE
Properties, Inc.
|
HCP,
Inc.
|
|
Camden
Property Trust
|
Liberty
Property Trust
|
|
CBL
& Associates Properties, Inc.
|
Mack-Cali
Realty Corporation
|
|
Colonial
Properties Trust
|
Regency
Centers Corporation
|
|
Duke
Realty Corporation
|
Taubman
Centers, Inc.
|
|
Essex
Property Trust, Inc.
|
UDR,
Inc.
|
|
Federal
Realty Investment Trust
|
Ventas,
Inc.
|
The
size-based REIT peer group had total capitalization ranging from $2.2 billion to
$10.8 billion, with a median of $4.5 billion. Our total
capitalization at that time was $4.8 billion.
The two
most prevalent performance metrics applied to public real estate companies are
total shareholder return (“TSR”) and growth in funds from operations (“FFO”) per
share. We compared our TSR and FFO per share growth to those of the
REITs in both of the peer groups. The median TSR for our retail REIT
peer group and size-based REIT peer group (from January 1, 2008 to December 1,
2008) was -79.53% and -53.99%, respectively. Our TSR for the same
period was -62.93%. The median FFO per share growth for our retail
peer group and size-based REIT peer group was -3.13% and -0.11% (estimates for
the full year 2008), respectively. Our FFO per share growth was
-1.31%.
For 2008,
the Committee implemented an executive compensation program to effect its
objectives as designated above. The following table provides
additional information regarding how the program is designed to achieve those
objectives:
|
Element
|
Objectives
Achieved
|
Purpose
|
Competitive
Position
|
|||
|
Base
Salary
|
· Performance
Based Pay
· Retention
|
Provide
annual cash income based on:
· Level
of responsibility, performance and experience
· Comparison
to market pay information
|
· Benchmarked
against both peer groups.
· CEO
base salary exceeded retail REIT peer group median.
|
|||
|
Annual
Cash Bonus
|
· Performance
Based Pay
|
Motivate
and reward achievement of the following annual performance
goals:
· Increase
Net Operating Income (“NOI”)
· Acquisitions
· Fee
Income
· New
Development
· Non-Core
Dispositions
· Joint
Ventures
· Overhead
Expenses
|
· Benchmarked
against both peer groups. CEO materially below
median.
|
|||
|
Long-Term
Equity Incentive
|
· Performance
Based Pay
· Retention
· Emphasis
on Long-Term Success
· Shareholder
Alignment
|
Provide
an incentive to deliver shareholder value and to achieve our long-term
objectives, through awards of:
· Time-vested
restricted shares
· Time-vested
option grants
|
· Benchmarked
against peer groups. CEO materially below
median.
|
|||
|
Retirement
Benefits
|
· Retention
|
Provide
competitive retirement plan benefits through pension plans, 401(k) plan
and other defined contribution plans
|
· Benefits
comparable to those of peer group.
|
In
setting compensation for our executive officers, including our Chief Executive
Officer, the Committee focuses on total annual compensation. For this
purpose, total annual compensation consists of:
|
·
|
base
salary,
|
|
·
|
cash
bonus at target levels of performance,
and
|
|
·
|
long-term
equity incentive compensation.
|
In
setting the total annual compensation of our executive officers, the Committee
evaluates both market data provided by the compensation consultants and
information on the performance of each executive officer for the prior
year. In order to remain competitive in the marketplace for executive
talent, the target levels for the total annual compensation of our executive
officers, including our Chief Executive Officer, are generally set above the
median of the peer group comparisons described above. In order to
reinforce a “pay for performance” culture, targets for individual executive
officers may be set above or below the median depending on the individual’s
performance in prior years. The Committee believes that setting
target levels comparable to the median for our peer groups, permitting
adjustments to targets based on past performance, and providing incentive
compensation if they perform well, is consistent with the objectives of our
compensation policies described above. In particular, the Committee
believes that this approach enables us to attract and retain skilled and
talented executives to guide and lead our businesses and supports a “pay for
performance” culture.
In order
to remain competitive with REITs in our peer groups, we pay our named executive
officers commensurate with their experience and
responsibilities. Cash compensation is divided between base salary
and annual bonus.
Base
Salary. Each of our named executive officers receives a base
salary to compensate him for services performed during the year. When
determining the base salary for each of our top two executives, the Committee
considers the market levels of similar positions at the peer group companies,
through the data provided to them by FPL, the performance of the executive
officer and the experience of the executive officer in his
position. The base salaries of our top two executives are established
annually by the Committee. Our top two executives are eligible for
annual increases in their base salaries as a result of individual performance,
their salaries relative to market levels of our peer group and any added
responsibility since the last salary increase. Based on the
performance of our Company in 2008, no annual increase in base salary was
granted to any of our top two executives. The Committee did, however,
feel that given the efforts being made by our top two executives to increase the
company’s profitability in these tough economic times, no downward adjustment
would be appropriate. This is the second consecutive year that the
salaries of our top two executives have not been adjusted. Our Chief
Executive Officer’s annual base salary remains at $700,000. The
median base salary of a Chief Executive Officer in our retail REIT peer group is
$660,000 and in our size-based REIT peer group is $600,000. The base
salaries paid to our named executive officers are set forth below in the Summary
Compensation Table on page 21.
Annual
Bonus. The Committee’s practice is to provide a significant
portion of each named executive officer’s compensation in the form of an annual
cash bonus. These annual bonuses are, for our top two executives,
based 100% upon company performance objectives. This practice is
consistent with our compensation objective of supporting a performance-based
environment. Each year, the Committee sets for the named executive
officers, the target bonus that may be awarded to those officers if the goals
are achieved, which is based on a percentage of base salary. For
2008, the Committee established the following corporate level
goals:
|
Goal
|
%
of Company Goal
|
%
Attained
|
Company
Portion of Bonus
|
|||||||||
|
Increasing Net Operating
Income
|
40
|
% |
33.0
|
% |
13.2
|
% | ||||||
|
Acquisitions
|
5
|
% |
0
|
% |
0
|
% | ||||||
|
Fee
Income
|
5
|
% |
82.0
|
% |
4.1
|
% | ||||||
|
New
Development
|
30
|
% |
74.4
|
% |
22.3
|
% | ||||||
|
Asset
Dispositions
|
10
|
% |
79.0
|
% |
7.9
|
% | ||||||
|
Joint
Ventures
|
5
|
% |
150.0
|
% |
7.5
|
% | ||||||
|
Overhead
Expenses
|
5
|
% |
100.0
|
% |
5.0
|
% | ||||||
|
Total
Company Bonus Percentage
|
60.0
|
% | ||||||||||
For our
top two executives, 2008 performance was measured against our company-wide
objectives. For all other named executive officers, 2008 performance
was measured based 50% on company-wide performance and 50% on the achievement of
goals for which the executive was responsible. The Committee makes an
annual determination as to the appropriate weighting between company-wide and
executive specific goals based on its assessment of the appropriate
balance.
Although
our Chairman and our Chief Executive Officer achieved 60% of the Company level
goals, because of the declining U.S. economy, our lower share price and our
asset impairment charges, the Committee approved annual bonus payments for 2008
performance to our Chairman and our Chief Executive Officer of 40%, and our
other named executive officers of 50% of the corporate level
goals. Based on this bonus award, our Chief Executive Officer
received total bonus cash compensation of $280,000, bringing his total cash
compensation to $980,000. The average total cash compensation in 2007
for a Chief Executive Officer of our retail REIT peer group was $1,323,187 and
$1,317,182 for a Chief Executive Officer of our size-based REIT peer
group.
Based on
the assessment by the Chief Executive Officer of the performance of our
Executive Vice President and Chief Financial Officer and our Executive Vice
President/Asset Management against their specific personal goals, the Committee
approved payments to such officers at 100% of the individual
targets. Therefore, when considering company-wide performance and
individual targets, our Executive Vice President and Chief Financial Officer and
our Executive Vice President/Asset Management only received 75% of the targeted
annual bonus. The annual bonuses paid to each of the named executive officers
are set forth in the Summary Compensation Table. For the purposes of
disclosure in the Summary Compensation Table on page 21, the annual bonus is
classified as non-equity incentive compensation because the payments are
intended as an incentive for performance to occur during the year, in which the
described performance targets that must be met for the bonus to be paid are
communicated to the executive in advance and the outcome is substantially
uncertain when the target is set.
Long-Term Equity
Incentive Compensation. We award long-term equity incentive
grants to our named executive officers as part of our overall compensation
package. These awards are consistent with our policies of fostering a
performance-based environment and aligning the interests of our senior
management with the financial interests of our shareholders. When
determining the amount of long-term equity incentive awards to be granted to our
executives, the Committee considers, among other things, the following
factors:
|
·
|
our
business performance;
|
|
·
|
the
responsibilities and performance of the
executive;
|
|
·
|
our
share price performance; and
|
|
·
|
other
market factors, including the data provided by
FPL.
|
By using
a mix of restricted stock awards and share options, subject to a five-year
graded vesting, we compensate executives for long-term service to company and
for sustained increase in our share performance. The Committee
divides the long-term equity incentive compensation 50/50 between restricted
stock awards and share options. The aggregate fair value of the
long-term incentive awards is based on the performance-based goals described
above under “Annual Bonus.” Because these awards are part of an
annual compensation program designed to establish our total compensation, equity
awards from prior years were not considered when setting our awards relating to
2008 performance. The aggregate fair value of the long-term incentive awards
granted in 2008 to our Chief Executive Officer is $1,300,000. For
this purpose, share options are valued based on the Black-Scholes valuation
method with a floor of 10% of the current common share price on the date of
grant. The value we use for this purpose may be different from than
the value we use for financial statement purposes. Because the
Committee imposed the 10% floor in the calculation for the number of share
options granted, our named executive officers received fewer shares than if
there had been no 10% floor. For the past two years, we have valued
an option at 10% of the value of one common share on the date of
grant. Based upon the declining U.S. economy, our lower share price
and our asset impairment charges, the Committee felt that our named executive
officers should receive lower long-term equity incentive award values relating
to fiscal 2008 performance. The median value of the long-term
incentive awards granted to CEOs in 2007 in our retail REIT peer group was
$1,426,978 and $1,569,671 in our size-based REIT peer group.
Restricted Stock
Awards. The Committee determines the number of restricted
shares and the period and conditions for vesting. Based on 2008
performance, the Committee awarded restricted stock awards for an aggregate of
107,694 common shares to our named executive officers, including, 54,852 shares
to our Chief Executive Officer. Restricted stock awards vest at a
rate of 20% per year, beginning on the first anniversary of the stock
grant. For purposes of the Summary Compensation Table, restricted
stock awards are classified as stock awards. Information regarding
restricted shares granted to our named executive officers in 2008 can be found
below under Grants of Plan-Based Awards Table on page 23.
The named
executive officers also receive dividends on restricted stock awards held by
them at the same rate and on the same dates as dividends we pay to our
shareholders. Because we factor the value of the right to receive
dividends into the grant date fair value of the restricted stock awards, the
dividends received by our named executive officers are not included in the
Summary Compensation Table on page 21.
Share
Options. The Committee administers our equity
plans. Our policies and option plans require options to be granted at
an exercise price calculated as the average of the high and low stock price for
the third business day after our release of earnings that next follows the
meeting of the Committee. Based on 2008 performance, the Committee
awarded share options for an aggregate of 641,295 common shares to our named
executive officers, including 326,633 common shares awarded to our Chief
Executive Officer. Share option awards vest at a rate of 20% per
year, beginning on the first anniversary of the option
grant. Information regarding share options granted to our named
executive officers in 2008 can be found below under Grants of Plan-Based Awards
Table on page 23.
Retirement
Benefits. We maintain two funded, tax-qualified,
non-contributory defined benefit pension plans that cover certain employees,
including our named executive officers. We also maintain a
supplemental pension plan that provides additional retirement benefits to
company officers, as to which our Chairman does not participate. The
supplemental pension plan is unfunded and non-qualified. The benefits
payable to our named executive officers under our pension plans and supplemental
plan depends on years of service under the particular plan and highest monthly
average earnings in the five consecutive years, during the last 10 years of
employment. For a more detailed explanation of our pension plans, and
the present value of the accumulated benefits of our named executive officers,
see Pension Benefits Table on page 25.
The
Committee believes that these pension plans are important parts of our
compensation program. These plans assist us in retaining our senior
executives. Additionally, these plans encourage retention because an
executive’s retirement benefits increase each year his employment
continues.
Other
Compensation. We provide the named executive officers with
other compensation including perquisites and other personal benefits that the
Committee believes are reasonable and consistent with our overall compensation
program to better enable us to attract and retain superior employees for key
positions. The Committee periodically reviews the levels of other
compensation including perquisites and other personal benefits provided to the
named executive officers.
The named
executive officers receive vehicle allowances and related reimbursements and
reimbursement of certain medical expenses. Messrs. Richter and
Hendrix are also provided tax planning services. We also maintain
other executive benefits that we consider necessary in order to offer fully
competitive opportunities to our executive officers. These include
401(k) retirement savings plans and employee stock purchase programs. Executive
officers are also eligible to participate in all of our employee benefit plans,
such as medical, dental, group life, disability and accidental death and
dismemberment insurance, in each case on the same basis as other
employees.
Severance and
Change in Control Agreements. We have entered into severance
and change in control agreements with two of our named executive officers,
Messrs. Hendrix and Richter, which provide severance payments under
specified conditions following a change in control. These agreements
are described below under Severance and Change in Control Arrangements on page
28. We believe that our severance agreements are consistent with
those maintained by our peer REITS and are, therefore, important for attracting
and retaining executives who are critical to our long-term success and
competitiveness.
Policy Regarding
Recoupment of Compensation. Effective February 2009, if we are
required to restate our financial results due to material noncompliance with
financial reporting requirements under the securities laws as a result of
misconduct by an executive officer, applicable law permits us to recover
incentive compensation from that executive officer (including profits realized
from the sale of our securities). In such a situation, the Board of
Trust Managers would exercise its business judgment to determine what action it
believes is appropriate. Action may include recovery or cancellation
of any bonus or incentive payments made to an executive on the basis of having
met or exceeded performance targets during a period of fraudulent activity or a
material misstatement of financial results if the board determines that such
recovery or cancellation is appropriate due to intentional misconduct by the
executive officer that resulted in performance targets being achieved that would
not have been achieved absent such misconduct. Prior to this, we did not have a
policy in place.
Target Share
Ownership Guidelines. We believe that the financial interests
of our executives should be aligned with our shareholders. As a
result, we have established a share ownership policy as follows:
|
·
|
Our
Chief Executive Officer and our Chairman must own shares equal to five
times their base salary.
|
|
·
|
Our
other named executive officers must own shares equal to three times their
base salary.
|
As of
December 31, 2008, our named executive officers were in compliance with the
share ownership policy.
Deductibility of
Executive Compensation. Section 162(m) of the Internal Revenue
Code limits the deductibility on our tax return of non-performance based
compensation over $1 million to any of our named executive
officers. However, compensation paid pursuant to a plan that is
performance-related, non-discretionary and has been approved by our shareholders
is not subject to Section 162(m). The Committee has adopted a
performance-based plan not subject to this limitation, under which compensation
may be paid following shareholder approval of performance goals pre-established
by the Committee. We did not pay any compensation during 2008 that
would be subject to section 162(m). We believe, because we qualify as
a REIT under the Internal Revenue Code and therefore are not subject to federal
income taxes on our income to the extent distributed, the payment of
compensation that does not satisfy the requirements of Section 162(m) will not
generally affect our net income. However, to the extent compensation
does not qualify for deduction under Section 162(m) or under our plan approved
by shareholders to, among other things, mitigate the effects of Section 162(m),
a larger portion of shareholder distributions may be subject to federal income
taxation as dividend income rather than return of capital. We do not
believe Section 162(m) will materially affect the taxability of shareholder
distributions, although no assurance can be given in this regard due to the
variety of factors that affect the tax position of each
shareholder. For these reasons, our Committee's compensation policy
and practices are not directly governed by Section 162(m). The
Committee will continue to monitor the tax implications under Section 162(m) of
its compensation programs and will take action it deems
appropriate.
In
accordance with our written charter adopted by the Board of Trust Managers, the
Committee oversees the compensation policies that are designed to align
compensation with our overall business plan. In discharging our
oversight responsibility, the Committee has retained an independent compensation
consultant to advise the Committee regarding market compensation. The
Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such
review and discussions, the Committee recommended to the Board of Trust Managers
that the Compensation Discussion and Analysis be included in this proxy
statement and incorporated by reference in our Annual Report on Form 10-K for
the year ended December 31, 2008.
Management
Development and Compensation Committee
Robert J.
Cruikshank, 2008 Chairman
Stephen A. LasherMarc J.
Shapiro
The
following table includes information concerning compensation for the three-year
period ended December 31, 2008.
Summary
Compensation
|
Name
|
Year
|
Salary ($)
|
Stock
Awards (1)
($)
|
Option
Awards (1)
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Non-qualified Deferred Compensation
Earnings
($)
|
All
Other Compensation (2)
($)
|
Total
($)
|
||||||||||||||||||||||||||
|
Andrew
M. Alexander
|
2008
|
$ |
700,000
|
$ |
477,514
|
$ |
458,039
|
$ |
280,000
|
$ |
300,764
|
(3) | $ |
19,032
|
$ |
2,235,349
|
||||||||||||||||||
|
President
and Chief
|
2007
|
700,000
|
337,511
|
(9) |
376,684
|
(9) |
509,900
|
905,052
|
30,256
|
(8)
|
2,859,403
|
|||||||||||||||||||||||
|
Executive Officer
|
2006
|
675,000
|
202,981
|
235,020
|
531,600
|
672,691
|
33,374
|
2,350,666
|
||||||||||||||||||||||||||
|
Stanford
Alexander
|
2008
|
675,000
|
531,012
|
494,277
|
189,000
|
145,491
|
(4) |
19,251
|
2,054,031
|
|||||||||||||||||||||||||
|
Chairman
|
2007
|
675,000
|
168,505
|
(9) |
176,484
|
(9) |
393,300
|
78,966
|
22,834
|
1,515,089
|
||||||||||||||||||||||||
|
2006
|
650,000
|
543,992
|
570,393
|
409,500
|
119,959
|
26,883
|
2,320,727
|
|||||||||||||||||||||||||||
|
Martin
Debrovner (11)
|
2008
|
262,500
|
517,992
|
476,545
|
40,000
|
1,163,108
|
(5) |
40,448
|
(10)
|
2,500,593
|
||||||||||||||||||||||||
|
Vice
Chairman
|
2007
|
525,000
|
118,501
|
(9) |
131,789
|
(9) |
255,000
|
743,764
|
19,115
|
1,793,169
|
||||||||||||||||||||||||
|
2006
|
500,000
|
381,461
|
407,526
|
262,500
|
837,822
|
21,341
|
2,410,650
|
|||||||||||||||||||||||||||
|
Johnny
L. Hendrix
|
2008
|
414,750
|
101,235
|
95,896
|
160,600
|
114,540
|
(6) |
24,395
|
911,416
|
|||||||||||||||||||||||||
|
Executive Vice
|
2007 |
375,000
|
74,531
|
(9) |
81,483
|
(9) | 159,100 |
178,552
|
22,057
|
890,723
|
||||||||||||||||||||||||
|
President/Asset
|
2006
|
330,000
|
49,413
|
54,611
|
141,900
|
149,391
|
20,959
|
746,274
|
||||||||||||||||||||||||||
|
Management
|
||||||||||||||||||||||||||||||||||
|
Stephen
C. Richter
|
2008
|
436,000
|
104,620
|
99,668
|
168,100
|
148,003
|
(7) |
26,337
|
982,728
|
|||||||||||||||||||||||||
|
Executive
Vice
|
2007
|
400,000
|
76,137
|
(9) |
85,289
|
(9) |
169,700
|
253,609
|
23,957
|
1,008,692
|
||||||||||||||||||||||||
|
President/Chief
|
2006 |
363,000
|
50,658
|
58,034
|
156,100
|
200,626
|
28,937
|
857,355
|
||||||||||||||||||||||||||
|
Financial Officer
|
||||||||||||||||||||||||||||||||||
________________________
|
(1)
|
Amounts
calculated utilizing the provisions of SFAS No. 123R (“SFAS 123R”),
“Share-based Payments.” See Note 18 of the consolidated financial
statements in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008 regarding assumptions underlying valuation of equity
awards. The value of the option awards reflects all options vesting
in each year including all prior year grants, as
required under SFAS 123R and as recorded in the consolidated financial
statements. The named executive officers also receive dividends
on restricted stock awards held by them at the same rate and on the same
dates as dividends we paid to our shareholders. Because we factor the
value of the right to receive dividends into the grant date fair value of
the restricted stock awards, the dividends received by our named executive
officers are not included in the Summary Compensation Table. The named
executive officers received the following dividends on the restricted
shares held by them in 2008: $90,631, $54,593, $39,210, $18,346, and
$19,149, respectively.
|
|
(2)
|
All
Other Compensation includes perquisite amounts paid on behalf of each
named executive for personal usage of a company provided vehicle,
reimbursement for medical expenses paid by the executive and personal tax
services.
|
|
(3)
|
Includes
an increase in account balance of $16,739 due to actuarial changes in
years of service and compensation and, an increase of $15,267 due to
interest earned on the Qualified Employee Cash Balance
Plan. Also includes an increase in account balance of $268,758
in interest earned on the account balance in the Supplemental Executive
Retirement Plan.
|
|
(4)
|
Includes
an increase in account balance of $65,370 due to actuarial changes in
years of service and compensation and, an increase of $80,121 due to
interest earned in the Weingarten Realty Retirement
Plan.
|
|
(5)
|
Includes
an increase in account balance of $104,527 due to actuarial changes in
years of service and compensation and, an increase of $70,288 due to
interest earned on the Weingarten Realty Retirement Plan. Also
includes an increase in account balance of $628,856 due to actuarial
changes in years of service and compensation, and an increase of $359,437
in interest earned on the account balance in the Supplemental Executive
Retirement Plan.
|
|
(6)
|
Includes
an increase in account balance of $14,279 due to actuarial changes in
years of service and compensation and, an increase of $9,798 due to
interest earned on the Qualified Employee Cash Balance
Plan. Also includes an increase in account balance of $30,882
due to actuarial changes in years of service and compensation, and an
increase of $59,581 in interest earned on the account balance in the
Supplemental Executive Retirement Plan.
|
|
(7)
|
Includes
an increase in account balance of $15,854 due to actuarial changes in
years of service and compensation and, an increase of $15,734 due to
interest earned on the Qualified Employee Cash Balance
Plan. Also includes an increase in account balance of $28,048
due to actuarial changes in years of service and compensation, and an
increase of $88,367 in interest earned on the account balance in the
Supplemental Executive Retirement Plan.
|
|
(8)
|
Includes
$11,190 of tax gross-ups paid in 2007.
|
|
(9)
|
No
stock or option awards were granted in 2007.
|
|
(10)
|
Includes
$22,647 of tax gross-ups paid in 2008.
|
|
(11)
|
Mr.
Debrovner retired from the company on June 30,
2008.
|
The
change in pension value and non-qualified deferred compensation earnings column
reflects the aggregate increase in actuarial present value of the named
executive officer’s accumulated benefit under all defined benefit plans
including supplemental plans and any above-market or preferential earnings on
non-qualified deferred compensation. The aggregate increase in
actuarial present value of the defined benefit plans is calculated based on the
pension plan measurement dates used in the company’s audited financial
statements. The aggregate increase in pension value for each named
executive is due to actuarial changes in years of service, compensation and plan
changes; and interest earned on the account balance. For a more
detailed explanation of our pension plans, and the present value of the
accumulated benefits of our named executive officers, see Pension Benefits Table
on page 25.
The named
executive officers’ non-qualified deferred compensation balances are maintained
in investment accounts similar to those available to our associates through the
401(k) plan, and therefore do not earn above-market or preferential
rates.
The
following table provides compensation information for the one year period ended
December 31, 2008 for each non-officer member of our Board of Trust
Managers.
Trust
Manager Compensation
|
Name
|
Fees
Earned or Paid in Cash
($)
(1)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Non-Qualified Deferred Compensation
Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
||||||||||||
|
James
W. Crownover
|
$ |
39,000
|
$ |
75,382
|
$ |
114,382
|
|||||||||||||
|
Robert
J. Cruikshank
|
36,000
|
75,382
|
111,382
|
||||||||||||||||
|
Melvin
A. Dow
|
25,000
|
75,382
|
100,382
|
||||||||||||||||
|
Stephen
A. Lasher
|
34,000
|
75,382
|
109,382
|
||||||||||||||||
|
Douglas
W. Schnitzer
|
29,000
|
75,382
|
104,382
|
||||||||||||||||
|
C.
Park Shaper
|
30,000
|
75,382
|
105,382
|
||||||||||||||||
|
Marc
J. Shapiro
|
35,000
|
75,382
|
110,382
|
||||||||||||||||
__________________________
|
(1)
|
Each
non-employee trust manager receives an annual retainer fee in the amount
of $25,000. The audit committee chairman received an additional $10,000
and each audit committee member received an additional
$5,000. The chairmen of all other committees received an
additional $6,000 and non-employee committee members received an
additional $4,000. Members of the executive and pricing committees receive
no additional compensation for their services.
|
|
(2)
|
Each
non-employee trust manager received an award on May 12, 2008 of 2,108
restricted shares valued at $35.76 per share. Restricted shares
are deferred for a minimum of five years from the date of
grant.
|
The
following table includes information concerning grants of plan-based awards for
the one year period ended December 31, 2008.
Grants
of Plan-Based Awards
|
All
|
||||||||||||||||||||||||||||||
|
Other
|
Grant
|
|||||||||||||||||||||||||||||
|
Stock
|
All
|
Close
|
Date
|
|||||||||||||||||||||||||||
|
Awards:
|
Other
|
Exercise
|
Price
|
Fair
|
||||||||||||||||||||||||||
|
Number
|
Option
|
or
|
of
|
Value
|
||||||||||||||||||||||||||
|
of
|
Awards:
|
Base
|
Stock
|
of
|
||||||||||||||||||||||||||
|
Estimated
Possible Payments
|
Estimated
Possible Payouts
|
Shares
|
Number
of
|
Price
|
on
|
Stock
|
||||||||||||||||||||||||
|
Under
Non-Equity Incentive
|
Under
Equity Incentive
|
of
|
Securities
|
of
|
Date
|
And
|
||||||||||||||||||||||||
|
Plan
Awards
|
Plan
Awards
|
Stock
|
Underlying
|
Option
|
of
|
Option
|
||||||||||||||||||||||||
|
Grant
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
or
Units
|
Options
|
Awards
|
Grant
|
Awards
|
|||||||||||||||||||
|
Name
|
Date
|
($)
|
($)
|
($)
|
(#)
|
(#)
|
(#)
|
(#)
|
(#)
|
($/sh)
(2)
|
($)
|
($)
(1)
|
||||||||||||||||||
|
Andrew
M. Alexander
|
$ |
525,000
|
||||||||||||||||||||||||||||
|
2/29/2008
|
21,726
|
217,391
|
$ |
32.22
|
$ |
32.11
|
$ |
1,367,402
|
||||||||||||||||||||||
|
Stanford
Alexander
|
405,000
|
|||||||||||||||||||||||||||||
|
2/29/2008
|
11,251
|
112,578
|
32.22
|
32.11
|
708,122
|
|||||||||||||||||||||||||
|
Martin
Debrovner
|
||||||||||||||||||||||||||||||
|
2/29/2008
|
8,302
|
83,075
|
32.22
|
32.11
|
522,531
|
|||||||||||||||||||||||||
|
Johnny
L. Hendrix
|
187,500
|
|||||||||||||||||||||||||||||
|
2/29/2008
|
4,144
|
41,467
|
32.22
|
32.11
|
260,823
|
|||||||||||||||||||||||||
|
Stephen
C. Richter
|
200,000
|
|||||||||||||||||||||||||||||
|
2/29/2008
|
4,420
|
44,232
|
32.22
|
32.11
|
278,205
|
|||||||||||||||||||||||||
________________________
|
(1)
|
Amounts
calculated utilizing the provisions of SFAS No. 123R, “Share-based
Payments.” See Note 18 of the consolidated financial statements in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2008 regarding assumptions underlying valuation of equity
awards.
|
|
(2)
|
Exercise
price is calculated as the average of the high and low stock price on the
date of grant.
|
The
Grants of Plan-Based Awards table sets forth information concerning grants of
non-equity incentive plan awards, equity incentive plan awards and all other
stock and option awards during 2008. Estimated payouts under
non-equity incentive plan awards include the target payout of the annual
bonus. The payouts were established by the board for the named
executive officers on January 30, 2009. When the targets were
established and communicated to the named executive officers, no maximum payout
was specified; however, amounts above the target payout may be paid if
performance goals are exceeded. Specific criteria used to determine
the target was set forth above in the “Compensation Discussion and Analysis –
Annual Bonus” on page 16. Annual bonuses are to be paid in the year
after the bonus was earned. Therefore, 2008 annual bonuses paid in February 2009
are included in the Summary Compensation Table on page 21.
Share and
option awards granted to named executives on February 29, 2008 that have vested
are classified as “All Other Stock Awards” and “All Other Option Awards” due to
established performance targets had been met by December 31,
2007. Stock and option awards granted on February 25, 2009 to the
named executives for 2008 performance have been disclosed in the “Compensation
Discussion and Analysis – Long-Term Equity Incentive Compensation” on page 17
and are not included in the above table. Specific criteria used to
determine performance targets and stock and option awards is set forth above in
the “Compensation Discussion and Analysis – Long-Term Equity Incentive
Compensation” on page 17. The plans governing option awards provide
that the option price per share shall not be less than 100% of the market value
per common share at the grant date. The term for any option is no
more than 10 years from the date of grant. Option awards become
exercisable after one year in five equal annual installments of
20%. Stock awards are based on the average of the high and low stock
price for the third business day after our release of earnings that next follows
the meeting of the management development and compensation committee. Stock
awards vest after one year in five equal annual installments of
20%.
The
following table sets forth certain information with respect to the value of all
unexercised options previously awarded to the named executive officers as of
December 31, 2008.
Outstanding
Equity Awards at Fiscal Year-End
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||
|
Name
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
(1)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that Have Not Vested
(#)
(2)
|
Market
Value of Shares or Units of Stock that Have Not Vested
($)
(3)
|
Equity
Incentive Plan Awards: Number of Shares, Units, or Other Rights that Have
Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units,
or Other Rights that Have Not Vested
($)
|
|||||||||||||
|
Andrew
M. Alexander
|
61,440
|
$ |
18.9467
|
12/08/10
|
||||||||||||||||||
|
70,313
|
21.7955
|
12/18/11
|
||||||||||||||||||||
|
58,594
|
19,532
|
24.5800
|
12/26/12
|
|||||||||||||||||||
|
91,465
|
30.0867
|
12/16/13
|
||||||||||||||||||||
|
56,367
|
14,092
|
39.7500
|
12/06/14
|
|||||||||||||||||||
|
64,171
|
42,781
|
37.4000
|
12/05/15
|
|||||||||||||||||||
|
52,631
|
78,948
|
47.5000
|
12/12/16
|
|||||||||||||||||||
|
4,390
|
6,587
|
45.5550
|
12/22/16
|
|||||||||||||||||||
|
217,391
|
32.2200
|
03/01/18
|
||||||||||||||||||||
|
36,257
|
$ |
750,157
|
||||||||||||||||||||
|
Stanford
Alexander
|
12,503
|
21.7955
|
12/18/11
|
|||||||||||||||||||
|
10,416
|
10,418
|
24.5800
|
12/26/12
|
|||||||||||||||||||
|
78,992
|
30.0867
|
12/16/13
|
||||||||||||||||||||
|
46,764
|
11,691
|
39.7500
|
12/06/14
|
|||||||||||||||||||
|
52,138
|
34,760
|
37.4000
|
12/05/15
|
|||||||||||||||||||
|
31,578
|
47,369
|
47.5000
|
12/12/16
|
|||||||||||||||||||
|
112,578
|
32.2200
|
03/01/18
|
||||||||||||||||||||
|
20,873
|
431,862
|
|||||||||||||||||||||
|
Martin
Debrovner
|
28,126
|
21.7955
|
12/18/11
|
|||||||||||||||||||
|
36,458
|
9,116
|
24.5800
|
12/26/12
|
|||||||||||||||||||
|
54,047
|
30.0867
|
12/16/13
|
||||||||||||||||||||
|
33,403
|
8,351
|
39.7500
|
12/06/14
|
|||||||||||||||||||
|
36,898
|
24,599
|
37.4000
|
12/05/15
|
|||||||||||||||||||
|
22,105
|
33,158
|
47.5000
|
12/12/16
|
|||||||||||||||||||
|
|
83,075
|
32.2200
|
03/01/18
|
|||||||||||||||||||
|
15,085
|
312,109
|
|||||||||||||||||||||
|
Johnny
L. Hendrix
|
1,980
|
17.9445
|
05/25/10
|
|||||||||||||||||||
|
9,954
|
18.9467
|
12/08/10
|
||||||||||||||||||||
|
9,814
|
21.7955
|
12/18/11
|
||||||||||||||||||||
|
9,028
|
4,515
|
24.5800
|
12/26/12
|
|||||||||||||||||||
|
9,281
|
30.0867
|
12/16/13
|
||||||||||||||||||||
|
6,602
|
3,301
|
39.7500
|
12/06/14
|
|||||||||||||||||||
|
10,251
|
10,252
|
37.4000
|
12/05/15
|
|||||||||||||||||||
|
10,776
|
16,166
|
47.5000
|
12/12/16
|
|||||||||||||||||||
|
41,467
|
32.2200
|
03/01/18
|
||||||||||||||||||||
|
7,185
|
148,658
|
|||||||||||||||||||||
|
Stephen
C. Richter
|
5,942
|
17.9445
|
05/25/10
|
|||||||||||||||||||
|
13,271
|
18.9467
|
12/08/10
|
||||||||||||||||||||
|
24,494
|
21.7955
|
12/18/11
|
||||||||||||||||||||
|
19,097
|
4,774
|
24.5800
|
12/26/12
|
|||||||||||||||||||
|
23,486
|
30.0867
|
12/16/13
|
||||||||||||||||||||
|
13,369
|
3,343
|
39.7500
|
12/06/14
|
|||||||||||||||||||
|
16,080
|
10,721
|
37.4000
|
12/05/15
|
|||||||||||||||||||
|
10,928
|
16,393
|
47.5000
|
12/12/16
|
|||||||||||||||||||
|
44,232
|
32.2200
|
03/01/18
|
||||||||||||||||||||
|
7,535
|
155,899
|
|||||||||||||||||||||
_______________________
|
(1)
|
Option
awards become exercisable after one year in five equal annual installments
of 20%.
|
|
(2)
|
Stock
awards vest after one year in five equal annual installments of 20%.
|
|
(3)
|
The
market value was determined by multiplying the number of unvested shares
by the closing price of $20.69 at December 31,
2008.
|
The
following table sets forth certain information with respect to the options
exercised by the named executive officers during the year ended December 31,
2008.
Option
Exercises and Stock Vested
|
Option
Awards
|
Stock
Awards
|
|||||||||||||
|
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized on Vesting
($)
|
||||||||||
|
Andrew
M. Alexander
|
8,518
|
$ |
152,627
|
|||||||||||
|
Stanford
Alexander
|
10,417
|
$ |
59,169
|
6,305
|
112,315
|
|||||||||
|
Martin
Debrovner
|
35,230
|
612,413
|
4,422
|
78,624
|
||||||||||
|
Johnny
L. Hendrix
|
1,913
|
34,179
|
||||||||||||
|
Stephen
C. Richter
|
1,955
|
34,893
|
||||||||||||
The
following table sets forth information with respect to retirement and deferred
compensation benefits of named executive officers.
Pension
Benefits
|
Name
/ Plan Name
|
Number
of Years Credited Service
(#)
|
Present
Value of Accumulated Benefit as of 12/31/08
($)
|
Payments
During 2008
($)
|
||||||||
|
Andrew
M. Alexander
|
|||||||||||
|
Qualified
Employee Retirement Plan
|
30
|
$ |
276,279
|
||||||||
|
Non-Qualified
Supplemental Executive Retirement Plan
|
30
|
3,852,201
|
|||||||||
|
Stanford
Alexander
|
|
||||||||||
|
Weingarten
Realty Retirement Plan
|
54
|
1,355,522
|
$ |
143,822
|
|||||||
|
Martin
Debrovner
|
|
||||||||||
|
Weingarten
Realty Retirement Plan
|
40
|
1,245,176
|
108,479
|
||||||||
|
Non-Qualified
Supplemental Executive Retirement Plan
|
40
|
5,780,790
|
|||||||||
|
Johnny
L. Hendrix
|
|||||||||||
|
Qualified
Employee Retirement Plan
|
22
|
180,841
|
|||||||||
|
Non-Qualified
Supplemental Executive Retirement Plan
|
22
|
884,876
|
|||||||||
|
Stephen
C. Richter
|
|||||||||||
|
Qualified
Employee Retirement Plan
|
28
|
283,338
|
|||||||||
|
Non-Qualified
Supplemental Executive Retirement Plan
|
28
|
1,294,646
|
|||||||||
The
Weingarten Realty Retirement Plan is a non-contributory defined benefit pension
plan providing annual retirement benefits to eligible grandfathered employees in
specified compensation and years of service categories, assuming retirement
occurs at age 65 and that benefits are payable only during the employee’s
lifetime. Benefits are not actuarially reduced where survivorship
benefits are provided unless the participant’s spouse is more than five years
younger than the plan participant. In this case, the benefit payable is
reduced to cover the costs of providing survivor benefits to the spouse.
The reduction is based on actuarial tables which consider, among other things,
the participant’s age and the age of their spouse.
The
non-contributory defined benefit pension plan converted to a cash balance
retirement plan on April 1, 2002. A grandfathered participant will remain
covered by the provisions of the plan prior to the conversion to the cash
balance plan. A grandfathered participant is any participant born
prior to January 1, 1952, who was hired prior to January 1, 1997, and was an
active employee on April 1, 2002. The retirement plan pays benefits
to grandfathered participants in the event of death, disability, retirement or
other termination of employment after the employee meets certain vesting
requirements (all grandfathered participants are 100% vested). The
amount of the monthly retirement benefit payable beginning at age 65, the normal
retirement age, is equal to (i) 1.5% of average monthly compensation during five
consecutive years, within the last ten years, which would yield the highest
average monthly compensation multiplied by years of service rendered after age
21, minus (ii) 1.5% of the monthly social security benefits in effect on the
date of retirement multiplied by years of service rendered after age 21 and
after July 1, 1976. Compensation for purposes of this plan is defined as wages
reported for federal income tax purposes and includes contributions made under
salary deferral arrangements.
The Qualified Employee
Retirement Plan is a non-contributory cash balance defined benefit retirement
plan that covers all employees with no age or service minimum
requirement. The cash balance plan pays benefits in the event of
death (if married), retirement or termination of employment after the
participant meets certain vesting requirements (generally 100% vested after
three years of service). The amount of the monthly retirement
benefit payable beginning at age 65, the normal retirement age, is equal to the
greater of (1) the monthly benefit that is actuarial equivalent of the cash
balance account, or (2) the accrued monthly benefit under the prior plan as of
January 1, 2002. The opening balance of a cash balance participant,
who was an active participant in the plan on January 2, 2002 and was an active
employee on April 1, 2002, is the actuarial equivalent present value of his
frozen accrued benefit on January 1, 2002. Annual additions to each
participant’s account include a service credit ranging from 3-5% of
compensation, depending on years of service and an interest credits based on the
ten-year US Treasury Bill rate.
The plan
also provides for early retirement benefits upon attaining the age of 55 and
completion of at least 15 years of service. Early retirement benefit
payments may begin on the first day of the month coinciding with or following
the month employment ceases. However, the payments must begin no later
than the normal retirement age. The early retirement benefit
calculation is consistent with the above normal retirement benefit calculation
with the exception that the benefit is adjusted by an early commencement
factor. The accrued benefit will be reduced by 1/15th for each of the
first 60 months, by 1/30th for each of the next 60 months, and by actuarial
factors (assumed interest and mortality factors) for each additional month by
which the annuity starting date precedes the normal retirement age.
The
Non-Qualified Supplemental Executive Retirement Plan was established on
September 1, 2002 as a separate and independent non-qualified supplemental
retirement plan for executive officers. This unfunded plan provides
benefits in excess of the statutory limits of our non-contributory retirement
plans.
The
assumptions used to develop the actuarial present value of the accumulated
benefit obligation to each named executive officer were determined in accordance
with SFAS No. 87 (“SFAS 87”), “Employers’ Accounting for Pensions” and SFAS No. 158 (“SFAS 158”),
“Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans – An Amendment of FASB Statements No. 87, 88, 106, and 132R” as of
the pension plan measurement date utilized in our audited financial statements
for the year ended December 31, 2008. See Note xx to the
consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2008, for a discussion of the relevant
assumptions used in calculating the accumulated benefit obligation pursuant to
SFAS 87 and SFAS 158.
We have a deferred compensation plan
for eligible employees allowing them to defer portions of their current cash or
shared-based compensation. Employees may elect to defer up to 90% of
base salary and annual bonus compensation, and up to 100% of restricted stock
awards. Amounts deferred are reported as compensation expense in the
year service is rendered and are deposited in a grantor trust. Cash
deferrals are invested based on the employee’s investment selections from a mix
of assets similar to the non-contributory cash balance retirement plan.
Share-based deferrals cannot be diversified and distributions from this plan are
made in the same form as the original deferral.
There are
no above market or preferential earnings associated with the deferred
compensation plan.
The
following table sets forth information with respect to non-qualified deferred
compensation benefits of the named executive officers.
Non-Qualified
Deferred Compensation
|
Name
|
Executive
Contributions in 2008
($)
|
Registrant
Contributions in 2008
($)
|
Aggregate
Earnings (Losses) in 2008
($)
|
Aggregate
Withdrawals/ Distributions
($)
|
Aggregate
Balance at 12/31/08
($)
(5)
|
|||||||||||
|
Andrew
M. Alexander
|
$ |
927,972
|
(1)
|
$ |
(481,982
|
) | $ |
3,412,944
|
||||||||
|
Stanford
Alexander
|
(1,186,622
|
) |
1,827,153
|
|||||||||||||
|
Martin
Debrovner
|
300,490
|
(2)
|
(340,638
|
) |
3,219,768
|
|||||||||||
|
Johnny
L. Hendrix
|
139,520
|
(3)
|
(665,803
|
) |
1,957,035
|
|||||||||||
|
Stephen
C. Richter
|
275,162
|
(4)
|
(630,639
|
) |
1,733,890
|
|||||||||||
____________________________
|
(1)
|
$24,000
of Mr. A. Alexander's contributions to the deferred compensation plan are
considered part of his salary in the Summary Compensation
Table. $203,960 of Mr. Alexander’s contributions are considered
as part of Non-equity Incentive Plan Compensation in the Summary
Compensation Table in 2007. $700,012 of Mr. Alexander's
contributions are unvested stock awards which are expensed over a five
year period. The expense for the current fiscal year is part of
Mr. Alexander’s “Stock Awards” compensation in the Summary Compensation
Table.
|
|
(2)
|
$33,000
of Mr. Debrovner's contributions to the deferred compensation plan are
considered part of his salary in the Summary Compensation Table. $267,490
of Mr. Debrovner’s contributions are unvested stock awards which have been
fully expensed in the current year and are shown as part of Mr.
Debrovner’s “Stock Awards” compensation in the Summary Compensation
Table.
|
|
(3)
|
$6,000
of Mr. Hendrix's contributions to the deferred compensation plan are
considered part of his salary in the Summary Compensation
Table. $133,520 of Mr. Hendrix’s contributions are unvested
stock awards which are expensed over a five year period. The
expense for the current fiscal year is part of Mr. Hendrix’s “Stock
Awards” compensation in the Summary Compensation
Table.
|
|
(4)
|
$50,400
of Mr. Richter's contributions to the deferred compensation plan are
considered part of his salary in the Summary Compensation
Table. $82,350 of Mr. Richter’s contributions are considered as
part of Non-equity Incentive Plan Compensation in the Summary Compensation
Table in 2007. $142,412 of Mr. Richter’s contributions are
unvested stock awards which are expensed over a five year
period. The expense for the current fiscal year is part of Mr.
Richter’s “Stock Awards” compensation in the Summary Compensation
Table.
|
|
(5)
|
All
amounts contributed in prior years have been reported in the Summary
Compensation Table in our previously filed proxy statements in the year
earned for the purposes of the SEC’s executive compensation disclosure
rules.
|
Messrs.
S. Alexander and A. Alexander have not entered into change in control
arrangements with us.
We have,
however, entered into a severance and change in control agreement with each of
Messrs. Hendrix and Richter which becomes operative only upon a change in
control. Additionally, 19 Vice Presidents have also entered into the
same change in control agreement with us. A change in control is
deemed to occur upon any one of five events: (1) we merge, consolidate or
reorganize into or with another corporation or legal entity and we are not the
surviving entity; (2) we sell or otherwise transfer 50% or more of our assets to
one entity or in a series of related transactions; (3) any person or group
acquires more than 25% of our then outstanding voting shares; (4) we file a
report or proxy statement with the SEC disclosing that a change in control has
occurred or will occur and such transaction is consummated; or (5) if, during
any 12-month period, trust managers at the beginning of the 12-month period
cease to constitute a majority of the trust managers.
If Mr.
Hendrix, Mr. Richter or any other eligible Vice President is terminated
involuntarily without cause, or terminates his employment for a good reason
within one year following a change in control, he will be entitled to a lump sum
severance benefit in an amount equal to (1) 2.99 times his annualized base
salary as of the first date constituting a change in control or, if greater, (2)
2.99 times his highest base salary in the five fiscal years preceding the first
event constituting a change in control, plus, in either case, 2.99 times his
targeted bonus for the fiscal year in which the first event constituting a
change in control occurs. In addition, Mr. Hendrix, Mr. Richter or
any other Vice President, as applicable, is entitled to receive an additional
payment or payments to compensate him for any excise tax imposed by Section 4999
of the Code or any similar state or local taxes or any penalties or interest
with respect to the tax. Mr. Hendrix and Mr. Richter will also
receive one year of employee benefits coverage substantially similar to what he
received or was entitled to receive prior to the change in control.
Each executive has the right to
terminate his employment for good reason upon the occurrence of the following
events:
· failure
to be elected or reelected or otherwise maintained in the office or the
position, or a substantially equivalent office or position, of or with us which
the executive held immediately prior to a change in control, or the removal of
executive as our trust manager (or any successor thereto) if the executive had
been a trust manager immediately prior to the change in control;
· material
diminution in the nature or scope of the authorities, powers, functions,
responsibilities or duties attached to the position which the executive held
immediately prior to the change in control, or a material reduction in the
executive's base pay;
· the
determination by the executive in good faith that a material negative change in
circumstances has occurred following a change in control, including without
limitation, a material negative change in the scope of the business or other
activities for which the executive was responsible immediately prior to the
change in control, which has rendered the executive substantially unable to
carry out, has materially hindered the executive's performance of, or has caused
the executive to suffer a substantial material reduction in, any of the
authorities, powers, functions, responsibilities, or duties attached to the
position held by the executive immediately prior to the change in
control;
· the
liquidation, dissolution, merger, consolidation or reorganization of us or
transfer of all or substantially all of its business and/or assets, unless the
successor or successors to which all or substantially all of our business and/or
assets have been transferred assumes all of our duties and obligations so that
it is reasonably likely that there will be no material breach of the agreement
by us or our successor-in-interest;
· we
relocate our principal executive offices, or require the executive’s principal
location of work changed, to any location which is in excess of 25 miles from
the location thereof immediately prior to the change in control, or require the
executive to travel away from the executive's office in the course of
discharging the executive's responsibilities or duties hereunder at least 20%
more (in terms of aggregate days in any calendar year or in any calendar quarter
when annualized for purposes of comparison to any prior year) than was required
of the executive in any of the three full years immediately prior to the change
in control without, in either case, the executive's prior written consent;
and/or
· any
material breach of the change in control agreement by us or any successor
thereto.
Under our equity incentive plan, in the
event of death or following a change in control, all outstanding stock and
option awards become fully vested. However in the event of disability or
retirement, the unvested portion of outstanding stock awards shall continue
uninterrupted to vest as if the employee remained in our employ, provided that
(A) if the employee dies following termination of employment but prior to the
full vesting of the outstanding stock awards hereunder then those awards, to the
extent not already vested, shall be vested in full as of the date of death, and
(B) if the employee accepts employment with a competitor of ours, as determined
by the management development and compensation committee pursuant to our then
existing non-competition policies, the employee shall forfeit those awards which
had not already vested on the date the employee accepted employment with such
competitor. Termination of the employee's employment with us for any other
reason shall result in forfeiture of the outstanding awards on the date of
termination to the extent not already vested. If a death or change in control
event occurred as of December 31, 2008, compensation based on the closing share
price of $20.69 in the following amounts would have been due for Messrs. S.
Alexander and A. Alexander: $431,862 and $750,157, respectively. For Messrs.
Hendrix and Richter, please see the Severance and Change in Control Compensation
Table below on page 30 for distributable amounts.
As part
of “All Other Compensation,” we are required to report any payments that were
made to named executives due to a change in control and any amounts accrued by
us for the benefit of the named executives relating to a change in
control. There have been no payments, nor have there been any amounts
accrued for the years presented in Summary of Compensation Table on
20.
The
following table quantifies compensation that would become payable under
severance and change in control agreements and other arrangements if the named
executive’s employment had terminated on December 31, 2008, based on our closing
stock price on that date, where applicable. Due to the factors that
affect the amount of any benefits provided upon the events discussed below,
actual amounts paid or distributed may be different.
Severance
and Change in Control Compensation
|
Name
|
Salary
(1)
|
Bonus
(2)
|
Change
in Pension Value and Non-qualified Deferred Compensation
Earnings
|
Continuation
of Employee Benefits (3)
|
Value
of Unvested Option Awards (4)
|
Value
of Unvested Stock Awards (4)
|
Excise
Tax & Gross-Up
|
Total
|
||||||||||||||||||||||||
|
Johnny
L. Hendrix
|
$ |
1,240,103
|
$ |
560,625
|
$ |
114,540
|
$ |
28,900
|
$ |
0
|
$ |
148,656
|
$ |
721,103
|
$ |
2,813,926
|
||||||||||||||||
|
Executive
Vice
|
|
|||||||||||||||||||||||||||||||
|
President/
Asset
|
||||||||||||||||||||||||||||||||
|
Management
|
||||||||||||||||||||||||||||||||
|
Stephen
C. Richter
|
1,303,640
|
598,000
|
148,003
|
26,178
|
0
|
155,899
|
804,409
|
3,036,129
|
||||||||||||||||||||||||
|
Executive
Vice
|
||||||||||||||||||||||||||||||||
|
President/Chief
|
||||||||||||||||||||||||||||||||
|
Financial
Officer
|
||||||||||||||||||||||||||||||||
___________________________
|
(1)
|
Amount
equal to 2.99 times annual base salary.
|
|
|
(2)
|
Amount
equal to 2.99 times target bonus.
|
|
|
(3)
|
Amounts
include the cost of continued employee benefits at least equal to the
benefits provided to the executive prior to termination and assumes
continued coverage for one year.
|
|
|
(4)
|
The
value of the option awards and stock awards is based on our December 31,
2008 closing stock price of $20.69 per share. These benefits will vest
immediately either upon a change in control event or upon the death of a
plan participant. Due to the decline in stock value as of
fiscal year end, no option awards would have been
exercised.
|
The audit
committee is composed of four independent non-employee trust managers and
operates under a written charter adopted by the board (a copy of which is
available on our Web site). The board has determined that each
committee member is independent within the meaning of the applicable NYSE
listing standards currently in effect.
Management
is responsible for the financial reporting process, including the system of
internal controls, and for the preparation of consolidated financial statements
in accordance with accounting principles generally accepted in the United States
of America (GAAP). Our independent registered public accounting firm
is responsible for auditing those financial statements and expressing an opinion
as to their conformity with GAAP. The committee’s responsibility is
to oversee and review these processes. We are not, however,
professionally engaged in the practice of accounting or auditing, and do not
provide any expert or other special assurance as to such financial statements
concerning compliance with the laws, regulations or GAAP or as to the
independence of the registered public accounting firm. The committee
relies, without independent verification, on the information provided to us and
on the representations made by management and the independent registered public
accountants. We held four meetings during fiscal 2008. The
meetings were designed, among other things, to facilitate and encourage
communication among the committee, management, the internal audit function and
our independent registered public accountants, Deloitte & Touche LLP, the
member firms of Deloitte Touche Tohmatsu, and their respective affiliates
(collectively, “Deloitte”). We discussed with
Deloitte the overall scope and plans for their audit. We met with
Deloitte, with and without management present, to discuss the results of their
examinations and their evaluations of our internal controls.
We have
reviewed and discussed the audited consolidated financial statements for the
fiscal year ended December 31, 2008 with management and Deloitte. We
also discussed with management and Deloitte the process used to support
certifications by our Chief Executive Officer and Chief Financial Officer that
are required by the SEC and the Sarbanes-Oxley Act of 2002 to accompany our
periodic filings with the SEC. In addition, we reviewed and discussed
our progress on complying with Section 404 of the Sarbanes-Oxley Act of 2002,
including the Public Company Accounting Oversight Board’s (PCAOB) Auditing
Standard No. 5 regarding the audit of internal control over financial
reporting.
In
addition, the audit committee obtained from Deloitte a formal written statement
describing all relationships between Deloitte and the company that might bear on
Deloitte’s independence consistent with PCAOB Ethnics and Independence Rule
3526, “Communication with Audit Committees Concerning Independence,” discussed
with Deloitte any relationships that may impact their objectivity and
independence, and satisfied itself as to their independence. When
considering Deloitte’s independence, we considered whether their provision of
services to the company beyond those rendered in connection with their audit of
our consolidated financial statements and reviews of our consolidated financial
statements, including in its Quarterly Reports on Form 10-Q, was compatible with
maintaining their independence. We also reviewed, among other things,
the audit and non-audit services performed by, and the amount of fees paid for
such services to Deloitte. The audit committee also discussed and
reviewed with the independent registered public accountants all communications
required by generally accepted auditing standards, including those described in
Statement on Auditing Standards (SAS) No. 114 “The Auditor’s Communication with
those Charged with Governance,” SAS 99 “Consideration of Fraud in a Financial
Statement Audit,” and SEC rules discussed in Final Release Nos. 33-8183 and
33-8183a.
Based on
our review and these meetings, discussions and reports, and subject to the
limitations on our role and responsibilities referred to above and in the audit
committee charter, we recommended to the Board of Trust Managers (and the board
has approved) that the audited financial statements for the year ended December
31, 2008 be included in Weingarten’s Annual Report on Form 10-K. We
have selected Deloitte & Touche LLP, the member firms of Deloitte Touche
Tohmatsu, and their respective affiliates as our independent registered public
accountants for the fiscal year ending December 31, 2009, and have presented the
selection to the shareholders for ratification.
The
undersigned members of the audit committee have furnished this report to the
Board of Trust Managers.
Respectfully
Submitted,
Audit
Committee
James W.
Crownover, 2008 Chairman
Robert J.
Cruikshank
Stephen
A. Lasher
C. Park
Shaper
RATIFICATION
OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
The audit
committee has appointed Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) as
the independent registered public accounting firm to audit our financial
statements for the fiscal year ending December 31, 2009. During
fiscal 2008, Deloitte served as our independent registered public accounting
firm and also provided certain tax and other audit related
services. Deloitte, or its predecessors, has served as our principal
accounting firm for more than 30 years and is familiar with our affairs and
financial procedures.
The
following summarizes the approximate aggregate fees billed to us for the fiscal
years ended December 31, 2008 and 2007 by our principal independent
registered public accountants, Deloitte.
|
2008
|
2007
|
|||||||
|
($
in thousands)
|
||||||||
|
Audit
Fees (1)
|
$ |
1,431.5
|
$ |
1,764.0
|
||||
|
Audit-Related
Fees (2)
|
-
|
101.9
|
||||||
|
Tax
Fees (3)
|
567.6
|
462.5
|
||||||
|
All
Other Fees (4)
|
87.0
|
125.9
|
||||||
|
Total
|
$ |
2,086.1
|
$ |
2,454.3
|
||||
______________________
(1) Fees
for audit services billed in 2008 and 2007 consisted of: audit of the Company's
annual financial statements, attestation of the management’s assessment of
internal control over financial reporting, reviews of the Company's quarterly
financial statements, statutory and regulatory audits, comfort letters, consents
and other services related to SEC matters.
(2) Fees
for audit-related services billed in 2007 consisted of financial accounting and
reporting consultations.
(3) Fees
for tax services billed in 2008 and 2007 consisted of tax compliance and tax
planning and advice. Fees for tax compliance services totaled
$411,210 and $337,420 in 2008 and 2007, respectively. Tax compliance
services are services rendered based upon facts already in existence or
transactions that have already occurred to document, compute, and obtain
government approval for amounts to be included in tax filings and consisted of
federal, state and local income tax return assistance, research for technical
advice regarding technical terminations and disguised sales, research for
technical advice and analysis for the purpose of filing amended returns,
assistance with 704(c) calculations and assistance with earnings and profits
calculation and review.
Fees for
tax planning and advice services totaled $156,350 and $125,050 in 2008 and 2007,
respectively. Tax planning and advice are services rendered with
respect to proposed transactions or that alter a transaction to obtain a
particular tax result. Such services consisted of tax advice related
to structuring certain proposed mergers, acquisitions and disposals, tax advice
related to tax incentive financing plans, tax advice related to Internal Revenue
Code §1031 reverse deferred exchanges, tax advice related to an intra-group
restructuring, tax advice related to IRC §4981 and excise tax, tax advice
related to equity and deferred compensation plans, tax advice related to
convertible debt issuance and stock buy back transactions, and tax advice
related to the Texas Margins Tax.
(4) All
Other Fees billed in 2008 and 2007 consisted of valuation consultations and cost
segregation services.
At its
regularly scheduled and special meetings, the audit committee considers and
pre-approves any audit and non-audit services to be performed by our independent
accountants. The audit committee has delegated to its chairman, an
independent member of our Board of Trust Managers, the authority to grant
pre-approvals of non-audit services provided that any such pre-approval by the
chairman shall be reported to the audit committee at its next scheduled
meeting. However, pre-approval of non-audit services is not required
if (i) the aggregate amount of non-audit services is less than 5% of the total
amount paid by us to the auditor during the fiscal year in which the non-audit
services are provided; (ii) such services were not recognized by us as non-audit
services at the time of the engagement; and (iii) such services are promptly
brought to the attention of the audit committee and, prior to completion of the
audit, are approved by the audit committee or by one or more audit committee
members who have been delegated authority to grant approvals. During
2008 and 2007, non-audit services exceeded 5% of the total amount paid by us and
were pre-approved by the audit committee.
The audit
committee has considered whether the provision of these services is compatible
with maintaining the independent accountants' independence and has determined
that such services have not adversely affected Deloitte's
independence.
Representatives
of Deloitte will be present at the annual meeting and will have an opportunity
to make a statement, if they desire to do so, and to respond to appropriate
questions from shareholders.
The
audit committee, which has the sole authority to retain our independent
registered public accountants, recommends that you vote FOR the ratification of
the appointment of Deloitte & Touche LLP as our independent registered
public accounting firm for 2009.
As of the
mailing date of this proxy statement, the Board of Trust Managers knows of no
other matters to be presented at the meeting. Should any other matter
requiring a vote of the shareholders arise at the meeting, the persons named in
the proxy will vote the proxies in accordance with their best
judgment.
Any
shareholder who intends to present a proposal at the annual meeting in the year
2010, and who wishes to have the proposal included in our proxy statement for
that meeting, must deliver the proposal to our corporate secretary M. Candace
DuFour, at P.O. Box 924133, Houston, Texas 77292-4133 by November 20,
2009. All proposals must meet the requirements set forth in the rules
and regulations of the SEC in order to be eligible for inclusion in the proxy
statement for that meeting.
Any
shareholder, who intends to bring business to the annual meeting in the year
2010, but not include the proposal in our proxy statement, or to nominate a
person to the Board of Trust Managers, must give written notice to our corporate
secretary, M. Candace DuFour, at P.O. Box 924133, Houston,
Texas 77292-4133, by January 15, 2010. To nominate a trust manager
before the next annual meeting, submit the nomination to us as described on page
5.
As
permitted by SEC rules, we are making this proxy statement and our annual report
available to shareholders electronically via the Internet at www.proxyvote.com
and under the Investor Relations section of our website at www.weingarten.com
under "SEC Filings." On March 20, 2009, we began mailing to our
shareholders a notice containing instructions on how to access this proxy
statement and our annual report and how to vote online. If you
received that notice, you will not receive a printed copy of the proxy materials
unless you request it by following the instructions for requesting such
materials contained on the notice or set forth in the following
paragraph.
If you
received a paper copy of this proxy statement by mail and you wish to receive a
notice of availability of next year's proxy statement either in paper form or
electronically via e-mail, you can elect to receive a paper notice of
availability by mail or an e-mail message that will provide a link to these
documents on our website. By opting to receive the notice of
availability and accessing your proxy materials online, you will save us the
cost of producing and mailing documents to you, reduce the amount of mail you
receive and help preserve environmental resources. Registered
shareholders may elect to receive electronic proxy and annual report access or a
paper notice of availability for future annual meetings by registering online at
www.weingarten.com under "Investor Relations." If you received
electronic or paper notice of availability of these proxy materials and wish to
receive paper delivery of a full set of future proxy materials, you may do so at
the same location. Beneficial or "street name" shareholders who wish
to elect one of these options may also do so under the Investor Relations
section of our website at www.weingarten.com.
We are
required to provide an annual report and proxy statement or notice of
availability of these materials to all shareholders of record. If you have more
than one account in your name or at the same address as other shareholders, we
or your broker may discontinue mailings of multiple copies. If you
wish to receive separate mailings for multiple accounts at the same address, you
should mark the designated box on your proxy card. If you are voting
by telephone or the Internet and you wish to receive multiple copies, you may
notify us at the address and phone number at the end of the following paragraph
if you are a shareholder of record or notify your broker if you hold through a
broker.
Once you
have received notice from your broker or us that they or we will discontinue
sending multiple copies to the same address, you will receive only one copy
until you are notified otherwise or until you revoke your consent. If
you received only one copy of this proxy statement and the annual report or
notice of availability of these materials and wish to receive a separate copy
for each shareholder at your household, or if, at any time, you wish to resume
receiving separate proxy statements or annual reports or notices of
availability, or if you are receiving multiple statements and reports and wish
to receive only one, please notify your broker if your shares are held in a
brokerage account or us if you hold registered shares. You can notify
us by sending a written request to Weingarten Realty Investors, 2600
Citadel Plaza Drive, Suite 125, Houston, Texas 77008, Attention: Investor
Relations, or by contacting us at either (800) 298-9974 or (713) 866-6000,
and we will promptly deliver additional materials as requested.
36