UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: December 30, 2007
(Date of earliest event reported)
SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State of Organization)
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Commission File No. 1-12616
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38-2730780
(IRS Employer I.D. No.) |
27777 Franklin Road
Suite 200
Southfield, Michigan 48034
(Address of principal executive offices)
(248) 208-2500
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2007, Sun Communities, Inc. (the “Company”) amended its restricted stock award
agreements with Gary A. Shiffman (the Company’s Chief Executive Officer) and Jeffrey P. Jorissen
(the Company’s Chief Financial Officer) and amended its employment agreement with Brian W. Fannon
(the Company’s Chief Operating Officer). The following brief description of these amendments is
qualified in its entirety by reference to the full text of the amendments to the respective
agreements, copies of which are attached as Exhibits 10.1 through 10.3, and each is incorporated by
reference into this Item 1.01.
Amendments to Restricted Stock Award Agreements with Mr. Shiffman and Mr. Jorissen
The amendments to Mr. Shiffman’s and Mr. Jorissen’s respective restricted stock award
agreements adjust the target compound annual growth rate of the Company’s funds from operations
during a certain period of time through 2009 that is necessary to be achieved in order for certain
performance-based shares provided for in Mr. Shiffman’s and Mr. Jorissen’s respective restricted
stock award agreements to vest. Additionally, the Company has added the right to decrease any or
all such performance based shares that vest on these adjusted numbers should the Compensation
Committee of the Company so decide prior to March 1, 2010.
Amendment to Employment Agreement with Mr. Fannon
This amendment to Mr. Fannon’s employment agreement adjusts the target compound annual growth
rate of the Company’s funds from operations during a certain period of time through 2009 that is
necessary to be achieved in order for Mr. Fannon to earn certain performance-based incentive cash
compensation provided for in his employment agreement. Additionally, the Company has added the
right to withdrawal all such earned incentive compensation based on these adjusted numbers should
the Compensation Committee of the Company so decide prior to March 1, 2010.
ITEM 9.01. EXHIBITS
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| EXHIBIT # |
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DESCRIPTION |
10.1
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Second Amendment to Restricted Stock Award Agreement,
dated December 30, 2007, by and between the Company
and Gary A. Shiffman |
10.2
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Second Amendment to Restricted Stock Award Agreement,
dated December 30, 2007, by and between the Company
and Jeffrey P. Jorissen |
10.3
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First Amendment to Employment Agreement, dated
December 30, 2007, by and between the Company and
Brian W. Fannon |
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