AMREP CORPORATION (NYSE:AXR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2017, Christopher V. Vitale was appointed as President and Chief Executive Officer of AMREP Corporation (the “Company”) effective as of September 15, 2017. In connection with his appointment, Mr. Vitale’s annual base salary will be increased to $300,000 as of September 18, 2017.
On September 14, 2017, Robert E. Wisniewksi announced his retirement as Executive Vice President and Chief Financial Officer of the Company effective as of September 15, 2017 and James M. McMonagle was appointed as Vice President and Chief Financial Officer of the Company effective as of September 15, 2017. In connection with his appointment, Mr. McMonagle’s annual base salary will be increased to $190,000 as of September 18, 2017.
Prior to being appointed President and Chief Executive Officer of the Company, Mr. Vitale, age 41, had been Executive Vice President, Chief Administrative Officer and General Counsel of the Company since September 2014. From March 2013 to September 2014, Mr. Vitale was Vice President and General Counsel of the Company. From April 2012 to March 2013, he was Vice President, Legal at Franklin Square Holdings, L.P. and, from 2011 to March 2012, he was Assistant Vice President, Legal at Franklin Square Holdings, L.P., a national sponsor and distributor of investment products, where he was responsible for securities matters, corporate governance and general corporate matters. During 2011, Mr. Vitale was the Chief Administrative Officer at WorldGate Communications, Inc.(“WorldGate”), and from 2009 to 2011 he was Senior Vice President, General Counsel and Secretary at WorldGate, a provider of digital voice and video phone services and video phones. In 2012, WorldGate filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Prior to joining WorldGate, Mr. Vitale was an attorney with the law firms of Morgan, Lewis & Bockius LLP and Sullivan & Cromwell LLP.
Prior to being appointed Vice President and Chief Financial Officer of the Company, Mr. McMonagle, age 50, had been Vice President, Finance of the Company since February 2017. Prior to joining the Company, Mr. McMonagle had been Director of Finance of The Lloyd Group, Inc., a technology services firm, from August 2015 to November 2016. From February 2012 to July 2015, Mr. McMonagle was Vice President, Finance of SnapOne, Inc., a cloud-based mobile software company. Prior to February 2012, Mr. McMonagle held various senior accounting and financial positions for private and publicly traded companies in multiple industries.
On September 14, 2017, the Company awarded 10,000 restricted shares of common stock of the Company under the AMREP Corporation 2016 Equity Compensation Plan (the “Plan”) to Mr. Vitale and 4,500 restricted shares of common stock of the Company under the Plan to Mr. McMonagle. The awards of restricted shares of common stock will vest approximately one-third on September 14, 2018, one-third on September 14, 2019 and one-third on September 14, 2020, subject to the continued employment of the officer on each vesting date.
On September 15, 2017, the Company entered into an employment agreement with Clifford R. Martin, Treasurer of the Company. to the agreement, (1) Mr. Martin’s annual salary will be $182,000 as of September 18, 2017; (2) if Mr. Martin remains a full-time employee through the date two business days after the filing of the Company’s annual report on Form 10-K for the year ended April 30, 2018 or if the Company terminates Mr. Martin’s employment prior to such date, (a) he would be eligible for severance under the Company’s severance plan; (b) he would receive an additional stay bonus equal to (i) $20,000 minus (ii) the amount equal to (A) the number of months (including partial months) starting on September 15, 2017 and ending on the termination date multiplied by (B) one thousand dollars ($1,000); and (c) any vesting requirements or other restrictions or conditions on the sale of any stock awards made to Mr. Martin will lapse or otherwise be deemed fully vested, accelerated or otherwise satisfied. The foregoing description of the employment agreement is a summary only and is qualified in all respects by the provisions of the employment agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
A copy of the press release announcing the appointment of Mr. Vitale, the retirement of Mr. Wisniewksi and the appointment of Mr. McMonagle is attached hereto as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Shareholders of the Company was held on September 14, 2017. At the meeting, shareholders holding an aggregate of 4,179,410 shares of common stock, par value $.10, of the Company out of a total of 8,089,204 shares outstanding and entitled to vote, were present in person or represented by proxy.
At the meeting, Theodore J. Gaasche and Albert V. Russo were elected as directors of the Company in Class III by the final votes set forth opposite their names, to hold office until the 2020 Annual Meeting of Shareholders and until their successors are elected and qualified:
| VotesFor | Votes Withheld | BrokerNon-Votes | |
| Theodore J. Gaasche | 3,799,932 | 379,478 | |
| Albert V. Russo | 3,801,695 | 377,715 |
In addition, the following proposal was voted on and approved at the meeting:
| Proposal | VotesFor | Votes Against | Abstentions | BrokerNon-Votes |
| Advisory voteon the compensation paid to the Company’s named executive officers | 3,788,572 | 382,150 | 8,688 |
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
AMREP CORP. ExhibitEX-10.1 2 v475261_ex10-1.htm EX-10.1 Exhibit 10.1 Employment AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”),…To view the full exhibit click here
About AMREP CORPORATION (NYSE:AXR)
Amrep Corporation is a holding company. The Company, through its subsidiaries, operates through two segments: real estate operations and fulfillment services. The Company conducts its real estate business through AMREP Southwest Inc. (AMREP Southwest) and its subsidiaries, with its activities occurring primarily in the City of Rio Rancho and certain adjoining areas of Sandoval County, New Mexico. The real estate operations include land sales and lease activities. Its fulfillment services is offered through its subsidiary Palm Coast Data LLC (Palm Coast) and its affiliates. Its fulfillment services business performs fulfillment and contact center services, including subscriber list and database management, payment and order processing and accounting, subscriber mailing services, customer service and contact center management, data processing and business intelligence solutions, print and digital marketing solutions, and product fulfillment warehousing, processing and distribution.
