ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
As previously announced, effective March 28, 2020, because of the COVID-19
pandemic and its related impact on the Company's business operations the
Company's named executive officers elected to reduce their base salaries by
between 25% and 100%. These reductions were for a to-be-determined period of
time.
On December 9, 2020 the compensation committee of the Company unanimously
approved reinstating the annual base salaries of the Company's named executive
officers, David Simon - Chairman of the Board, Chief Executive Officer, and
President, Steven E. Fivel - General Counsel and Secretary, John Rulli, - Chief
Administrative Officer, Brian J. McDade - Executive Vice President, Chief
Financial Officer, and Treasurer, and Alexander L.W. Snyder - Assistant General
Counsel and Assistant Secretary, to the amounts in effect prior to March 28,
2020, which amounts were as follows: Mr. Simon, $1,250,000; Mr. Fivel, $650,000;
Mr. Rulli, $650,000; Mr. McDade, $500,000; and Mr. Snyder, $445,000, with such
reinstatement to take effect on December 19, 2020.
In addition, on December 9, 2020, the compensation committee of the Company
unanimously approved paying to each named executive officer, on December 18,
2020, an amount equal to the difference between (i) the amount of base salary
such named executive officer would have been paid during the period the
temporary reduction was in effect if the temporary reduction had not been
implemented and (ii) the amount of base salary such named executive officer was
actually paid during the temporary reduction period. The amounts to be paid
pursuant to the foregoing will result in each named executive officer being paid
base salary for this period calculated using the annual base salaries set forth
in the immediately preceding paragraph.
ITEM 8.01 Other Events
As previously announced, effective April 1, 2020, the Company's Board of
Directors temporarily suspended payment to the independent directors of their
quarterly board service cash retainer fees. On December 9, 2020, the Company's
Board of Directors reinstated payment to the independent directors of their
board service cash retainer fees for the fourth quarter of 2020 and approved
payment to the independent directors of the amounts that they would otherwise
have been paid for the second and third quarters of 2020 if their board service
cash retainer fees had not been temporarily suspended.
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