Acadia Realty Trust (AKR) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. I am Kenneth Bernstein, President and Chief Executive Officer of Acadia Realty Trust. On behalf of the company, I want to welcome you, and thank you for joining us at this virtual meeting of the shareholders of Acadia Realty Trust. I apologize for the short delay we incurred due to technical difficulty. And at this time, I'll call the meeting to order. As a preliminary matter, a virtual meeting is one that takes place via an electronic format. An audio feed from this meeting is being webcast, as we speak. This webcast incorporates shareholder validation capabilities, which means that any shareholder can vote in real-time during the meeting until the polls are closed, and any shareholder may submit questions while the meeting is in progress. We believe that holding a virtual annual meeting expands shareholder access. Our shareholders in any part of the country can attend this meeting and nonshareholders can listen to this webcast over the internet. I hope you entered this meeting by using your 16-digit control number. If you did not, you will be unable to vote your shares or submit questions during this meeting. The polls to vote online are now open. If you've already given your proxy to management, you need not vote again because the persons designated as proxies will vote for you. However, you may revoke your proxy by voting virtually at this meeting. After the meeting has been adjourned, I will answer questions submitted on the website in the field provided for shareholders. We may not have enough time to answer all the questions submitted by shareholders during the meeting. So if you would like a direct response after this meeting, please provide your contact information along with your question. John Gottfried, Chief Financial Officer of the company, will act as inspector of elections. He has taken the customary oath of office, which will be filed with the permanent records of the meeting. Will the inspector please identify yourself so that shareholders, who are participating, will know who you are?

Thanks, Ken, and good afternoon, everyone. This is John Gottfried.

I'd like to take this opportunity to introduce some of the officers and trustees, who are present at this meeting: Lee Wielansky, Lead Trustee; Doug Crocker, Trustee; Lorrence Kellar, Trustee; Wendy Luscombe, Trustee; Ken McIntyre, Trustee; William Spitz, Trustee; Lynn Thurber, Trustee; David Zoba, Trustee. Also, Jason Blacksberg, Senior Vice President, General Counsel, Corporate Secretary, Chief Compliance Officer; Christopher Conlon, Executive Vice President, Chief Operating Officer; John Gottfried, Senior Vice President, Chief Financial Officer; Richard Hartmann, Senior Vice President, Chief Accounting Officer; Joseph Napolitano, Senior Vice President, Chief Administrative Officer; Heather Moore, Senior Vice President and Assistant Secretary; David Craine, Vice President, Accounting; Sunny Holcomb, Vice President, Financial Reporting and Policy. Also present are Mark Schonberger from the law firm of Goodwin Procter, which advises -- which firm advises the company on corporate and securities matters; and Gregory Klemchek from the firm BDO USA, LLP, which firm serves as the independent auditors of the company. Jason Blacksberg will act as secretary of this meeting. Will the secretary please report the number of shares outstanding and entitled to vote at this meeting?

The close of business on March 9, 2021, is the record date for determining shareholders entitled to vote at this meeting. A certified list of shareholders entitled to vote at the meeting is available at the offices of the company and may be inspected by any shareholder. As of the record date, 86,294,644 of the company's common shares were outstanding, each share being entitled to one vote on all matters properly brought before this meeting.

Also available for inspection by the shareholders in the offices of the company are copies of the notice of meeting and proxy statement, proxy, annual report to shareholders and an affidavit of mailing certifying to the timely mailing on or about March 26, 2021, of the proxy materials to all shareholders of record as of the record date. Copies of the notice of meeting and proxy statement, the proxy and annual report are also posted on the virtual meeting site. The secretary is directed to file the list of shareholders with the records of the company and to file the notice of meeting and proxy statement, proxy, annual report and affidavit of mailing with the minutes of the meeting. Under the company's bylaws, the presence in person or by proxy of shareholders entitled to cast a majority of all votes entitled to be cast at this meeting constitutes a quorum. A preliminary tally by the inspector indicates that a quorum is present. The presence of a quorum will be confirmed by the inspector when he completes the tally of the proxy and ballots. This meeting has been called to consider and vote upon the following matters, each of which is described in detail in the proxy statement. First, to consider and vote on a proposal to elect 9 trustees to the company's Board of Trustees to serve until their respective terms expire and their successors are duly elected and qualified. Second, to consider and vote on a proposal to ratify the appointment of BDO USA, LLP, as the independent auditors of the company for its fiscal year ending December 31, 2021. Third, to approve, on a nonbinding advisory basis, the compensation of our named executive officers as disclosed in the company's 2021 proxy statement in accordance with compensation rules of the Securities and Exchange Commission. Fourth, to consider and act upon a proposal to approve the Acadia Realty Trust 2021 Employee Share Purchase Plan. Fifth, to consider and vote on such other business as may properly come before the annual meeting. We will now proceed to the items of business before the meeting today. Because each of the items was listed in the notice of meeting, I will not ask for a motion or a second to approve any of these items. The first item of business is the election of 9 trustees to serve until the annual meeting in 2022 or until their successors are duly elected and qualified. As indicated in the proxy statement, all 9 individuals have been nominated by the Board of Trustees for election as trustees. The second item of business is the ratification of the appointment of BDO USA, LLP, an independent -- as independent auditors of the company for its fiscal year ending December 31, 2021. The third item of business is to approve, on a nonbinding advisory basis, the compensation of named executive officers as disclosed in the company's 2021 proxy statement in accordance with compensation rules of the Securities and Exchange Commission. The fourth item of business is to approve the Acadia Realty Trust 2021 Employee Share Purchase plan. The fifth item of business is to act on any such other business as may properly come before the annual meeting. Please vote your shares now with respect to these matters if you have not already voted by proxy before this meeting. If you wish to rescind your proxy and vote on your own behalf, you must submit a ballot now. [Voting]

The polls are now officially closed. This concludes the voting portion of the meeting. Inspector, please tell us the preliminary results for the election of the nominees to the Board of Trustees.

Mr. President, as inspector of elections, I have reviewed the proxies received prior to the meeting and the ballots collected during the meeting. Based on a preliminary count of the proxies and ballots, each nominee has been elected to the Board of Trustees by the vote of at least the majority of all votes cast at this meeting in person or by proxy.

Inspector, please tell us the preliminary results for the ratification of the appointment of BDO USA, LLP, as independent auditors of the company for its fiscal year ending December 31, 2021.

Based upon a preliminary count of all proxies and ballots, the appointment of BDO USA, LLP, as independent auditors of the company for its fiscal year ending December 31, 2021, has been ratified by a vote of the holders of at least the majority of the common shares present at this meeting in person or by proxy.

Inspector, please tell us the preliminary results for approval on a nonbinding advisory basis of the compensation of named executive officers as disclosed in the company's 2021 proxy statement in accordance with compensation rules of the Securities and Exchange Commission.

Based on a preliminary count of all proxies and ballots, the approval on an advisory basis of the compensation of named executive officers as disclosed in the company's 2021 proxy statement in accordance with compensation rules of the Securities and Exchange Commission has been ratified by a vote of the holders of at least a majority of the common shares present at this meeting in person or by proxy.

Inspector, please tell us the preliminary results for the approval of the Acadia Realty Trust 2021 Employee Share Purchase Plan.

Based on a preliminary count of all proxies and ballots, the approval of Acadia Realty Trust 2021 Employee Share Purchase Plan has been ratified by a vote of the holders of at least the majority of the common shares present at this meeting in person or by proxy.

Thank you. That concludes the formal business for this meeting. I'd like to adjourn the formal portion of the meeting and ask for a motion for adjournment.

I move that the meeting be adjourned.

May I have a second?

I second the motion.

All in favor? [Voting]

I declare the 2021 Annual Meeting of Shareholders of Acadia Realty Trust to be adjourned. At this point, I will pause to answer any questions that may have been submitted by our shareholders. We have allotted 10 minutes to answer questions, and then the members of the Board and I will excuse ourselves for a Board meeting.

There are no questions at this time.

Thank you. I'd like to conclude by thanking everyone for participating in this year's Annual Meeting of the Shareholders of Acadia Realty Trust. Thank you for your time. Goodbye.