15 slides from Hudson Pacific Properties's proxy contest presentation, May 14, 2014
Slide 1: Schedule 14A Proxy Statement - Hudson Pacific Properties, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy
Slide 2: Form, Schedule or Registration Statement No.; Filing Party; Date Filed
(2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
Slide 3: Supplemental May 2014 Executive Compensation and Performance Summary
Supplemental May 2014 Executive Compensation and Performance Summary
Slide 4: Explanatory Introduction
Explanatory Introduction Hudson 2013 services operation summary Through Proposal ISS account 2(“2013 Proxy compensation OPP”). for Pacific have this No. may and Advisory our Note presentation, 3, misinterpreted quantification beperformance Properties, Advisory distributed program, Services Approval
Slide 5: I. Pay-for-Performance
I. Pay-for-Performance unnecessary Our Base To of Annual performance- based compensation simply (bonuses) superior 3December those emphasize compensation Salary cash because Based objectives. total directly 31, To orreturn 2014 short-term ISS 2013. on excessive recognize thethe reflect and program a
Slide 6: I. Pay-for-Performance (continued)
I. Pay-for-Performance retain Time-Based Designed TSR positive Subject Outperformance vesting. Our shareholder Long-term equity incentive compensation does Sustained 50% This years component The performance 4return 2013 long-term type of not performance due key of awards earned to future earn 27%; P
Slide 7: I. Pay-for-Performance (continued)
I. Pay-for-Performance As CEO Clear 86% grant) 522%illustrated of subject Pay near- and reported Alignment 2013 and toonoutperformance long-term OPP Total the following award) CEO (continued) correlation Compensation pages, of TSRto ourgrowth compensation subject in TSR to performance program has ac
Slide 8: I. Pay-for-Performance (continued)
I. YR 1Long-Term Hudson Morgan 6SNL Pay-for-Performance US TSRPacific Stanley REIT 2Outperformance YREquity Properties, REIT TSR 3Index Index (continued) YRInc. TSR 3.72% 2.47% 6.28% 24.71% 20.38% 62.94% 35.11% 24.71% 58.60%
Slide 9: I. Pay-for-Performance - Outperformance Plan (continued)
I. Pay-for-Performance 7Outperformance Plan (continued)
Slide 10: II. Review of Third Party Evaluation Comparison
II. Review Comparison Our ISS Achieved based target Successfully Maintained project Executed Demonstrated We 82012. believe and annual markets peer financing, Glass 58 total of group; this that cash awith new beat sourced disposed flexible Third sound Lewis and shareholder characterization our incen
Slide 11: II. Review of Third Party Evaluation Comparison (continued)
II. its Comparison In valuation reflects ISS achievement The grant current As 9disclosure Review astates used grant result, 2014 date value any amethodology. date they fair rules). of valuation proxy ISS reduction with of of Third value fair are significant valued overstated this report, ISS using v
Slide 12: II. Review of Third Party Evaluation Comparison (continued)
II. evaluating Comparison In terms These employment (consisting severance Further, arrangement. performance 10 Review of payments itthe termination isof ofpayments important with agreement on Had the Third thehis and payments ISS $2.5 Mr. part. Party awards Evaluation under Stern and million toinnot
Slide 13: II. Review of Third Party Evaluation Comparison (continued)
II. Review Comparison ISS are Our Additionally, 11 stockholders. subject misinterpreted namedof directors to executive with each Third are significant required ISS restricted our Party officers Evaluation stockholding stock Proxy to stock hold are ownership Reports of required Company award Risk req
Slide 14: Conclusion
We urge Conclusion performance. Your 12 votestockholders is important. If you have toWe review any urge questions, our youProxy to vote comments Statement, FOR the oradvisory including would like vote the additional CD&A, to approve and information, the form compensation theirplease own opinions con
Slide 15: Hudson Pacific Properties
UDSON PACIFIC