UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 31, 2008 (July 29,
2008)
|
Whitestone
REIT
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Maryland
|
|
000-50256
|
|
76-0594970
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
2600
South Gessner, Suite 500, Houston,
Texas 77063
|
|
(Address
of principal executive offices) (Zip
Code)
|
|
(713)
827-9595
|
|
(Registrant's
telephone number, including area
code)
|
|
Not
Applicable
|
|
(Former
name or former address, if changed since last
report)
|
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
|
|
Item
5.02.
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
At the
annual meeting of shareholders of Whitestone REIT (the “Company”) held on July
29, 2008, the Company’s shareholders approved the Company’s 2008 Long-Term
Equity Incentive Ownership Plan (the “Plan”).
The
following is a brief summary of the principal features of the Plan, which is
qualified in its entirety by reference to the full text of the Plan, a copy of
which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Shares Available
for Awards under the Plan. Under the Plan, awards may be made in common
shares of beneficial interest, par value $0.001 per share (the “Common Shares”)
of the Company or units in Whitestone REIT Operating Partnership, L.P.
(the “Operating Partnership”), which may be converted into Common
Shares. The Plan authorizes awards in respect of an aggregate of 2,063,885
Common Shares. The maximum aggregate number of Common Shares that may be issued
under the Plan will be increased upon each issuance of Common Shares by the
Company (including issuances pursuant to the Plan) so that at any time the
maximum number of shares that may be issued under the Plan shall equal 12.5% of
the aggregate number of Common Shares of the Company and units of the Operating
Partnership issued and outstanding (other than treasury shares and/or units
issued to or held by the Company).
If any Common Shares covered by an
award under the Plan are forfeited or if any such award otherwise terminates,
expires unexercised or is cancelled, those Common Shares shall again become
shares with respect to which awards can be made under the
Plan. Common Shares issued under the Plan may be either newly issued
Common Shares or Common Shares that have been reacquired by the Company. In
addition, shares that are canceled, tendered or withheld in payment of all or
part of the exercise price of an award or in satisfaction of withholding tax
obligations, and shares that are reacquired with cash tendered in payment of the
exercise price of an award, will be included in or added to the number of shares
available for grant under the Plan. Common Shares issued by the
Company as substitute awards granted solely in connection with the assumption of
outstanding awards previously granted by a company acquired by, or with which
the Company combines (“Substitute Awards”), do not reduce the number of shares
available for awards under the Plan.
In addition, the Plan imposes
individual limitations on the amount of certain awards in order to comply with
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”). Under these limitations, no single participant may receive
options or stock appreciation rights (“SARs”) in any calendar year that, taken
together, relate to more than 500,000 Common Shares, subject to adjustment in
certain circumstances. In addition, the maximum number of Common Shares that may
be issued by options intended to be incentive stock options will be limited to
2,063,885 shares, during the life of the Plan.
With certain limitations, awards made
under the Plan shall be adjusted by the Compensation Committee of the Board of
Trustees (the “Committee”) to prevent dilution or enlargement of benefits or
potential benefits intended to be made available under the Plan in the event of
any stock dividend, reorganization, recapitalization, stock split, combination,
merger, consolidation, change in laws, regulations or accounting principles or
other relevant unusual or nonrecurring event affecting the Company.
Eligibility and
Administration. Current and prospective officers, employees
and trustees of, and consultants to, the Company or its subsidiaries or
affiliates are eligible to be granted awards under the Plan. The Committee will
administer the Plan, except with respect to awards to non-employee trustees, for
which the Plan will be administered by the Company’s Board of Trustees (the
“Board”). Subject to the terms of the Plan, the Committee is
authorized to select participants, determine the type and number of awards to be
granted, determine and later amend (subject to certain limitations) the terms
and conditions of any award, interpret and specify the rules and regulations
relating to the Plan, and make all other determinations which may be necessary
or desirable for the administration of the Plan.
Stock Options and
Stock Appreciation Rights. The Committee is authorized to
grant stock options, including both incentive stock options, which can result in
potentially favorable tax treatment to the participant, and non-qualified stock
options. The Committee may specify the terms of these grants subject
to the terms of the Plan. The Committee is also authorized to grant
SARs, either with or without a related option. The exercise price per
share subject to an option is determined by the Committee, but may not be less
than the fair market value of a Common Share on the date of the grant, except in
the case of Substitute Awards. The maximum term of each option or
SAR, the times at which each option or SAR will be exercisable, and the
provisions requiring forfeiture of unexercised options at or following
termination of employment generally are fixed by the Committee, except that no
option or SAR relating to an option may have a term exceeding 10
years. Incentive stock options that are granted to holders of more
than 10% of the Company’s voting securities are subject to certain additional
restrictions, including a five-year maximum term and a minimum exercise price of
110% of fair market value.
Restricted Common
Shares and Restricted Common Share Units. The Committee is
authorized to grant restricted Common Shares and restricted Common Share
units. Restricted Common Shares are Common Shares subject to transfer
restrictions as well as forfeiture upon certain terminations of employment prior
to the end of a restricted period or other conditions specified by the Committee
in the award agreement. Restricted shares are also subject to
restrictions on voting rights and receipt of dividends. None of the
restricted Common Shares may be transferred, encumbered or disposed of during
the restricted period or until after fulfillment of the restrictive
conditions.
Restricted Unit
Award. The Committee is authorized to grant units in our
Operating Partnership, subject to the terms of the limited partnership agreement
of the Operating Partnership. The units would be represented by a
restricted unit award agreement. A participant who receives a
restricted unit award agreement has immediate rights of ownership in the units
underlying the award, but these units are subject to restrictions in accordance
with the terms and provisions of the Plan and the limited partnership agreement
of the Operating Partnership, as amended, and may be subject to additional
restrictions in accordance with the terms of a restricted unit award agreement,
including provisions causing the units to be subject to forfeiture by the
individual until the earlier of (a) the time these restrictions lapse or are
satisfied, or (b) the time these shares are forfeited, pursuant to the terms and
provisions of any award agreement pertaining to the award.
Performance
Awards. A performance award consists of a right that is
denominated in cash or Common Shares, valued in accordance with the achievement
of certain performance goals during certain performance periods as established
by the Committee, and payable at a time and in a form as the Committee shall
determine. Performance awards may be paid in a lump sum or in
installments following the close of a performance period or on a deferred basis,
as determined by the Committee. Termination of employment prior to
the end of any performance period, other than for reasons of death or total
disability, will result in the forfeiture of the performance award. A
participant’s rights to any performance award may not be transferred, encumbered
or disposed of in any manner, except by will or the laws of descent and
distribution or as the Committee may otherwise determine.
Other Share-Based
Awards. The Committee is authorized to grant any other type of
awards that are denominated or payable in, valued by reference to, or otherwise
based on or related to the Common Shares. The Committee will determine the terms
and conditions of these awards, consistent with the terms of the
Plan.
Non-Employee
Trustee Awards. Subject to applicable legal requirements, the
Board may provide that all or a portion of a non-employee trustee’s annual
retainer and/or retainer fees or other awards or compensation as determined by
the Board be payable in non-qualified stock options, restricted shares,
restricted share units and/or other share-based awards, including unrestricted
shares, either automatically or at the option of the non-employee
trustees. The Board will determine the terms and conditions of any of
these awards, including those that apply upon the termination of a non-employee
trustee’s service as a member of the Board. Non-employee trustees are
also eligible to receive other awards pursuant to the terms of the Plan,
including options and SARs, restricted shares and restricted share units, and
other share-based awards upon terms as the Committee may determine;
provided, however, that with respect to awards made to members of the Committee,
the Plan will be administered by the Board.
Termination of
Employment. The Committee will determine the terms and
conditions that apply to any award upon the termination of employment with the
Company, its subsidiaries and affiliates, and provide the terms in the
applicable award agreement or in its rules or regulations.
Change in
Control. The Committee may specify in the applicable award agreement at
or after grant, or otherwise by resolution prior to a Change in Control (as
defined in the plan), that all or a portion of the outstanding awards under the
Plan shall vest, become immediately exercisable or payable and have all
restrictions lifted upon a Change in Control.
Amendment and
Termination. The Board may amend, alter, suspend, discontinue or
terminate the Plan or any portion of the Plan at any time, provided that none of
these amendments, alterations, suspensions, discontinuations or terminations
shall be made without shareholder approval if (a) approval is necessary to
comply with any tax or regulatory requirement for which or with which the Board
deems it necessary or desirable to comply or (b) if the amendment, alteration,
suspension, discontinuation or termination constitutes a material revision to
the Plan. Among other things, a material revision includes: (i) a material
increase in the number of shares subject to the Plan (other than the Share
Increase); (ii) an expansion of the types of awards under the Plan; (iii) a
material expansion of the class of employees, (iv) trustees or other
participants eligible to participate in the Plan; (v) a material extension of
the term of the Plan; and (vi) a material change to the method of determining
option price under the Plan.
A material revision does not include
any revision that curtails rather than expands the scope of the
Plan. Subject to certain restrictions in the Plan, the Committee may
waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate any award, either prospectively or
retroactively. The Committee does not have the power, however, to
amend the terms of previously granted options to reduce the exercise price per
share subject to those options or to cancel those options and grant substitute
options with a lower exercise price per share than the cancelled
options. The Committee also may not materially and adversely affect
the rights of any award holder without the award holder’s consent.
Other Terms of
Awards. The Company may take action, including the withholding of amounts
from any award made under the Plan, to satisfy withholding and other tax
obligations. The Committee may provide for additional cash payments
to participants to defray any tax arising from the grant, vesting, exercise or
payment of any award.
Effective
Date. The Plan is effective as of July 29, 2008.
|
Item
5.02.
|
Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year. |
On July
31, 2008, the Company filed with the State Department of Assessments and
Taxation of Maryland (“SDAT”), the Company’s Amended and Restated Declaration of
Trust (the “Amended Declaration”), to accommodate the Company’s current
structure as an internally-advised and managed REIT and to prepare for an
offering of additional common shares of beneficial interest in the Company and
the listing of those shares in the future. A detailed description of the Amended
Declaration is described in more detail in the Company’s Proxy Statement dated
July 3, 2008. The Amended Declaration was approved by the Company’s
shareholders at the Annual Meeting held on July 29, 2008 and became effective
upon filing with the SDAT.
A copy of
the Amended Declaration is attached to this Form 8-K as Exhibit
3.1.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
|
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Declaration of Trust of Whitestone REIT
|
|
|
10.1
|
* |
Whitestone
REIT 2008 Long-Term Equity Incentive Ownership
Plan
|
______________________
* Management
contract or compensatory plan.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
|
Date: July
31, 2008
|
WHITESTONE
REIT
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
David K. Holeman
|
|
|
|
|
David
K. Holeman
|
|
| |
|
Chief
Financial Officer
|
|