U.S. 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): May 10, 2007
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
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| Maryland
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001-13545
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94-3281941 |
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(State or other
jurisdiction of
incorporation)
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(Commission file number)
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(I.R.S. employer
identification
number) |
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Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code) |
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415-394-9000
(Registrant’s telephone number, including area code) |
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n/a
(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 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On May 10, 2007, our stockholders approved and adopted the Amended and Restated 2002 Stock
Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P., which was approved
and adopted by our board of directors on February 16, 2007, subject to stockholder approval.
The Amended and Restated 2002 Stock Option and Incentive Plan reserves an additional 7,500,000
shares of our common stock for issuance under the plan for the award of non-qualified stock options
and restricted stock, among other types of awards to our officers, employees, consultants and
directors. The Amended and Restated 2002 Stock Option and Incentive Plan, among other things,
also (i) limits the compensation committee’s discretion to accelerate the vesting of options to
certain events; (ii) prohibits loans to pay for the exercise or purchase price of awards; (iii)
clarifies that stock-settled SARs count in full against shares of common stock available for
issuance under the plan; (iv) clarifies the compensation committee’s discretion regarding awards to
plan participants outside the United States; (v) authorizes the compensation committee to take
appropriate action to comply with Section 409A of the Internal Revenue Code; (vi) expands the class
of persons eligible to serve on an administrative committee; (vii) requires that awards be adjusted
to accommodate any change in the per share value of common stock in the event of certain equity
restructuring events and restricts the compensation committee’s discretion to make such adjustments
in other events; (viii) restricts the transfer of awards to third parties for consideration; (ix)
provides for limitations on add-backs of certain awards; and (x) extends the last day for grants of
incentive stock options to 10 years from the date of board approval of the plan.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Amended and Restated 2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB
Property, L.P. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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AMB Property Corporation
(Registrant)
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| Date: May 15, 2007 |
By: |
/s/ Tamra D. Browne
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Tamra D. Browne |
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Senior Vice President, General
Counsel and Secretary |
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