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UBA > SEC Filings for UBA > Form 8-K on 31-Mar-2014All Recent SEC Filings




Change in Directors or Principal Officers, Submission of Matters to

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of Urstadt Biddle Properties Inc. (the "Company") held on March 26, 2014, the stockholders approved an amendment to the Company's Amended and Restated Restricted Stock Award Plan (the "Plan") that permits the Compensation Committee of the Company's Board of Directors to make grants of restricted stock to employees at all levels, in addition to management personnel. Due to the Company having fewer than fifty employees and the expectation that any restricted stock grants to non-management personnel would be relatively small, the Board of Directors believes that the aggregate grants to non-management employees in the current fiscal year would increase the total annual equity compensation by less than 2%.

Pursuant to the Plan, directors, management personnel of the Company and non-management employees selected by the Compensation Committee may be issued restricted stock awards. The amendment does not increase the aggregate number of shares that may be issued under the Plan. A copy of the Amended Plan is attached hereto as Exhibit 99.1.

On March 27, 2014, the Company entered into a Change in Control Agreement (the "Agreement") with Stephan A. Rapaglia, Senior Vice President and Chief Operating Officer of the Company ("Employee"). The Agreement provides that if the Employee's employment with the Company terminates under certain circumstances within eighteen (18) months following a Change in Control, as defined in the Agreement, the Company shall pay the Employee an amount equal to twelve (12) months of the Employee's base salary in effect at the date of the Change in Control and shall either: (a) continue in effect for a period of twelve months, for the benefit of the Employee and his family, life and health insurance, disability, medical and other benefit programs in which the Employee participates, provided that the Employee's continued participation is possible, or (b) if such continued participation is not possible, either (1) arrange to provide for the Employee and his family similar benefits for the same period, or
(2) if the Company determines that it is impracticable to provide such similar benefits, provide the Employee with a lump sum cash payment in an amount equal to the cost to the Employee to purchase such benefits on his own. This Agreement is substantially similar to other existing Change in Control Agreements the Company has entered into with other senior executive officers. A copy of the Agreement is attached hereto as Exhibit 99.2.

Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company held on March 26, 2014, stockholders were asked to vote on the following matters:

1. Election of Directors

Election of three Directors (Class II) to serve

        for three years:

            Director           For            Withheld        Broker Non-votes
        Kevin J. Bannon     7,961,638         353,266          1,000,761
        Richard Grellier    7,966,395         348,510          1,000,761
        Charles D.          7,937,356         377,548          1,000,761

2. Ratification of the appointment of PKF O'Connor Davies, A Division of O'Connor Davies, LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2014.

For Against Abstain Broker Non-votes 9,292,891 18,643 4,131 0

3. Approval, on an advisory basis, of the compensation of the Company's named executive officers.

For Against Abstain Broker Non-votes 8,147,217 108,218 59,470 1,000,761

4. Amendment to the Company's Restricted Stock Award Plan.

For Against Abstain Broker Non-votes 7,770,512 483,138 61,255 1,000,761

Item 9.01 Financial Statements and Exhibits.
(a) Not applicable

(b) Not applicable

(c) Not applicable.

(d) The following exhibits are filed as part of this report:

(i) Amended and Restated Restricted Stock Award Plan is filed as Exhibit 99.1.
(ii) Change in Control Agreement dated March 27, 2014 is filed as Exhibit 99.2.

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