0000104894-26-000015
SEC filingTransformational year marked by the Portfolio Sale Transaction and adoption of a Plan of Sale and Liquidation, driving significant executive compensation payouts and a shift to a retention-focused program.
The Portfolio Sale Transaction constituted a change-in-control, which accelerated the vesting of all outstanding LTIP awards and SERP benefits. This event marked a pivotal shift in the company's trajectory, leading to the adoption of a Plan of Sale and Liquidation.
In response to the liquidation plan, the company implemented a retention-focused compensation program. New Officer STIP awards are now tied to liquidating distribution value and asset sale timing, directly aligning executive incentives with shareholder outcomes. Retention Agreements were signed in January 2026 to ensure key leadership remains through the liquidation process.
Two trustees, Ellen M. Goitia and Ron D. Sturzenegger, resigned effective March 2, 2026, following the filing of the original 10-K. Ms. Goitia had served as Audit Committee Chair; Mr. Sturzenegger was a member of Audit and Governance committees. Their departures led to reassignment of committee chairs: Jennifer Banner became Audit Committee Chair, and Thomas Nolan became Compensation Committee Chair. The Board also terminated the non-qualified deferred compensation plan for non-employee trustees effective January 8, 2026, distributing all deferred balances.
Audit fees increased due to the heightened complexity arising from the strategic review and sale transactions. The company continues to monitor related party transactions in accordance with its policies.
The adoption of the Plan of Sale and Liquidation fundamentally changes the company's outlook. Management is focused on executing asset sales and distributing proceeds to shareholders, with compensation structures designed to support this objective.