Bxp, Inc. · NYSE:BXP
Bxp — Boston Properties — Proxy Contest (May 2019)
9 slides from Bxp's proxy contest presentation, May 9, 2019
Slide 1: Supplemental Information Regarding 2019 Proxy Statement
BOSTON PROPERTIES, INC. Supplemental Information Regarding 2019 Proxy Statement May 9, 2019BOSTON PROPERTIES, INC. Supplemental Information Regarding 2019 Proxy Statement May 9, 2019
Slide 2: Explanatory Notes
Explanatory Notes On April 5, 2019, Boston Properties, Inc. filed and mailed its proxy statement (“Proxy Statement”) for use at our 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, May 21, 2019 at 9:00 am, Eastern time, at 599 Lexington Avenue, New York, New York. On
Slide 3: Executive Summary
Executive Summary Disputed ISS Conclusions Pay-for-performance was misaligned for 2018 Failure to rely on a strictly formulaic framework that ties assessment of annual performance against goals to the amount of annual cash bonuses awarded affords too much discretion Sufficient rationale was not prov
Slide 4: Pay-for-Performance Alignment: Impact of Peer Selection
Pay-for-Performance Alignment Relative Degree of Alignment (RDA): Impact of Peer Selection The 2018 ISS Report on 2017 compensation concluded that BXP’s RDA was aligned. We made no material changes to our program for 2018. However, in its 2019 report on 2018 compensation, ISS changed the peer group
Slide 5: Pay-for-Performance Alignment: Flawed Analysis
Pay-for-Performance Alignment Relative Degree of Alignment: Flawed Analysis ISS’ methodology for measuring RDA distorts reality because it is based on reported pay as opposed to realized pay To assess whether relative pay is aligned with relative TSR performance, as the RDA attempts to do, it is mor
Slide 6: Pay-for-Performance Alignment: No Reliance on Strict Formula
Pay-for-Performance Alignment No reliance on Strict formula We are in a long-term business that demands that we motivate performance over a time span consistent with our long-term strategy for creating value Consistent with investor feedback received since 2013, we do not rely on a strict formula fo
Slide 7: Allocation of Performance-Based & Time-Based Equity Awards
Allocation of Performance-Based & Time-Based Equity Awards 50%-50% split migration occurred as planned and disclosed over the last two years, and is consistent with market practice 2018 Proxy Statement (page 51): “Based on the information received from FPL, the Committee determined that it would be
Slide 8: We Do Not Target Compensation Above the Median
We Do Not Target Compensation Above the Median Our Compensation Committee uses the 50th percentile of a peer group of 16 S&P 500 REITs as the beginning reference point and as an indicator of competitive market trends The Compensation Committee considers a benchmarking analysis prepared by its consul
Slide 9: Conclusion
Conclusion Strong stockholder support for Say-On-Pay proposals We have received strong stockholder support for Say-on-Pay proposals in recent years 2016 90.9% 2017 92.4% 2018 90.8% Materially unchanged compensation methodology Our methodology for determining annual cash bonuses has remained material