UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 27, 2009
EASTGROUP PROPERTIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 1-07094 13-2711135
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
190 East Capitol Street, Suite 400, Jackson, MS 39201
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(Address of Principal Executive Offices, including zip code)
(601) 354-3555
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2009, the Compensation Committee of the Company's Board of
Directors established the performance measures for the Company's 2009 annual
cash incentive and bonus compensation, the 2009 annual long-term equity
incentive awards and the 2009 supplemental annual long-term equity incentive
awards for the executive officers of the Company.
The performance goals were developed by the Compensation Committee with the
assistance of a nationally recognized consulting firm who, among other things,
benchmarked compensation practices of companies in the Company's peer group and
advised the Compensation Committee on appropriate compensation guidelines.
Adoption of Annual Cash Bonus Performance Goals
The amount of the annual cash incentive and bonus compensation that an
executive officer may receive is based 60% upon the amount of the Company's
funds from operations (FFO) per share compared to FFO goals set by the
Compensation Committee and 40% based on individual bonus payment objectives
established by the Compensation Committee for each executive officer. The
Compensation Committee determined the FFO goals for different levels of cash
incentive compensation after an analysis of the Company's internally prepared
estimate of FFO for 2009 and the estimates of 2009 FFO prepared by independent
securities analysts who follow the Company.
The cash incentive and bonus compensation that the Company's named
executive officers are eligible to receive are as follows:
2009 Cash Incentive Compensation
Estimated Future Payouts
Name Threshold Target High
David H. Hoster II............ $210,000 $420,000 $630,000
President and Chief
Executive Officer
N. Keith McKey................ $118,950 $237,900 $356,850
Executive Vice President
and Chief Financial Officer
John F. Coleman............... $76,950 $153,900 $230,850
Senior Vice President
William D. Petsas............. $74,100 $148,200 $222,300
Senior Vice President
Brent W. Wood................. $67,350 $134,700 $202,050
Senior Vice President
The actual amount of the annual cash bonuses is subject to change, or
elimination entirely, in the Compensation Committee's discretion.
Adoption of Annual Long-Term Equity Incentive Performance Goals
The annual long-term equity incentive awards are contingent on the Company
meeting annual performance goals set by the Compensation Committee. The
performance goals are based upon the Company's (i) same store growth as compared
to peer companies (25% of the award), and (ii) certain strategic objectives
identified by the Compensation Committee and reviewed in a subjective nature at
the end of the year (75% of the award).
Annual long-term equity incentive awards will be paid in restricted stock
that will vest over a five-year period beginning January 1, 2010. All awards of
restricted stock will be awarded out of and in accordance with the Company's
2004 Equity Incentive Plan, as amended. The restricted stock awards will be
based on a specified dollar amount divided by the average closing price of the
Company's Common Stock for January 2009. The annual long-term equity incentive
awards that the Company's named executive officers are eligible to receive for
2009 are as follows:
2009 Annual Long-Term Equity Incentive Awards
Estimated Future Payouts
(# of restricted shares)
Name Threshold Target High
David H. Hoster II............ 7,592 15,184 22,776
N. Keith McKey................ 3,623 7,247 10,870
John F. Coleman............... 2,416 4,831 7,247
William D. Petsas............. 2,416 4,831 7,247
Brent W. Wood................. 2,416 4,831 7,247
The actual amount of the annual long-term equity incentive awards is
subject to change, or elimination entirely, in the Compensation Committee's
discretion.
Adoption of Supplemental Annual Long-Term Equity Incentive Performance Goals
Due to recent market volatility, the Compensation Committee elected not to
adopt a new multi-year long term equity incentive program at this time to
replace the multi-year program that covered the performance years 2006 through
2008. Rather, the Compensation Committee adopted a supplemental annual long-term
equity incentive program for 2009 that is structured similarly to the prior
multi-year program. However, the Company's relative and absolute performance
will be reviewed on a one-year basis and the potential award for each officer is
comparable to 1/3 of the potential award under a comparable multi-year program.
The 2009 supplemental annual long-term equity incentive awards are
contingent on the Company meeting annual performance goals set by the
Compensation Committee. The performance goals are based upon the Company's (i)
total stockholder return as compared to the total stockholder return of the
NAREIT Equity Index (20% of the award); (ii) total stockholder return as
compared to the total stockholder return of peer companies (20% of the award);
and (iii) absolute average total stockholder return (60% of the award).
2009 supplemental annual long-term equity incentive awards will be paid in
restricted stock that will vest over a four-year period beginning January 1,
2013. All awards of restricted stock will be awarded out of and in accordance
with the Company's 2004 Equity Incentive Plan, as amended. The restricted stock
awards will be based on a specified dollar amount divided by the average closing
price of the Company's Common Stock for January 2009. The supplemental annual
long-term equity incentive awards that the Company's named executive officers
are eligible to receive for 2009 are as follows:
2009 Supplemental Annual Long-Term Equity
Incentive Awards
Estimated Future Payouts
(# of restricted shares)
Name Threshold Target High
David H. Hoster II............ 7,592 15,184 22,776
N. Keith McKey................ 3,623 7,247 10,870
John F. Coleman............... 2,416 4,831 7,247
William D. Petsas............. 2,416 4,831 7,247
Brent W. Wood................. 2,416 4,831 7,247
The actual amount of the supplemental annual long-term equity incentive
awards is subject to change, or elimination entirely, in the Compensation
Committee's discretion.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 2, 2009
EASTGROUP PROPERTIES, INC.
By: /s/ C. BRUCE CORKERN
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C. Bruce Corkern
Senior Vice President, Chief Accounting
Officer and Controller