PROPOSAL NO. 4. TO APPROVE AN AMENDMENT TO OUR EQUITY INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES OF OUR COMMON STOCK AVAILABLE FOR AWARDS MADE THEREUNDER AND CERTAIN OTHER ADMINISTRATIVE CHANGES
Background to the Proposal
Our Equity Incentive Plan (as amended, the EIP) was adopted in 2014 in connection with our
initial public offering. On March 7, 2019, the Board of Directors adopted the First Amendment to the EIP, effective as of January 1, 2019 (the First Amendment), and the First Amendment was approved by our shareholders on
May 2, 2019. The EIP permits the grants of stock options, restricted common stock, restricted stock units, phantom shares, dividend equivalent rights (DERs) and other equity-based awards (including LTIP Units). A total of 1,263,580
shares of common stock were originally authorized for issuance under the Plan, which authorization was increased to 2,263,580 shares of common stock by the First Amendment. As of December 31, 2021, approximately 609,718 shares (and
approximately 232,830 shares as of February 25, 2022) of our common stock remain available for issuance for equity-based awards under the Plan.
The Board of Directors believes that the Plan has benefited the Company by assisting in recruiting and retaining the services of individuals
with ability and initiative and enabling such individuals to participate in the future services of the Company and by aligning the interests of such individuals with the interests of the Company and its stockholders.
On February 24, 2022, the Board of Directors amended the EIP, subject to the approval of stockholders (the Second Amendment).
The Second Amendment is described below and includes an increase in the total number of shares of common stock that may be issued pursuant to awards granted under the EIP from 2,263,580 shares to 3,763,580 shares.
The increase in the EIPs share authorization will continue the Companys ability to provide incentive and equity compensation
opportunities pursuant to the EIP. The Board of Directors believes that the Companys ability to provide competitive levels and types of compensation, including equity and incentive compensation opportunities, is important to recruiting and
retaining talented executives and other key employees. Absent stockholder approval of the Second Amendment, the share authorization under the EIP would be exhausted and the Company would be unable to provide equity and incentive compensation
pursuant to awards granted under the EIP. The Company thus would be required to use cash-based awards as the medium of payment for all incentive compensation.
The Second Amendment is described below and the material features of the EIP, as amended by the Second Amendment, are summarized below. A copy
of the Second Amendment is included as Exhibit A to this proxy statement. The summary below is qualified in its entirety by reference to the text of the EIP.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE SECOND AMENDMENT TO THE EIP.
Summary of the Second Amendment
As more fully described below, the Second Amendment (i) increases the EIPs share authorization; and (ii) extends the expiration
date of the EIP.
Share Authorization
As of December 31, 2021, approximately 609,718 shares (approximately 232,830 shares as of February 25, 2022) of the EIPs
2,263,580 share authorization remain available. The Second Amendment will increase the aggregate share authorization by 1,500,000 shares (from 2,263,580 shares to 3,763,580 shares).
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