Business Context and Reporting Period
This Form 8-K Current Report was filed by Kite Realty Group Trust on November 7, 2012. The filing reports a corporate governance event: the election of a new trustee to the Board of Trustees.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The primary material change reported is the appointment of Victor J. Coleman as a trustee, effective November 7, 2012. Mr. Coleman was also appointed to the Corporate Governance and Nominating Committee and the Compensation Committee. The Board determined that Mr. Coleman qualifies as an independent trustee under NYSE listing standards.
Management Commentary and Compensation Details
In connection with his election, Mr. Coleman is entitled to the following compensation package standard for non-employee trustees:
- Meeting Fees: $1,000 per Board or Committee meeting, plus reimbursement for reasonable business expenses.
- Annual Retainer: $25,000, paid 50% in cash and 50% in unrestricted common shares (pro-rated for 2012 service).
- Initial Equity Grant: 3,000 restricted common shares vesting one year from the date of grant.
- Annual Equity Grant: Beginning in 2013, restricted common shares with a value of $25,000 vesting one year from the date of grant.
Mr. Coleman may elect to defer eligible fee and retainer compensation under the Company's Trustee Deferred Compensation Plan. Deferred equity vests immediately and is credited as deferred share units, which accrue dividend equivalents.
Investor Verification Checklist
- Verify the independence status of Victor J. Coleman against current NYSE listing standards.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.
- Confirm the pro-rated calculation of the 2012 annual retainer for Mr. Coleman.
- Check subsequent filings for the vesting schedule of the 3,000 restricted shares granted.