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Senior Executives and Key Personnel of Our Manager
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We are externally managed by SFTY Manager LLC, a wholly owned subsidiary of iStar, which is our largest shareholder. All of our senior executives are employees
of our manager or its affiliates. The location of the executive offices and telephone number of our manager are:
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SFTY Manager LLC
1114 Avenue of the Americas
39th Floor
New York, NY 10036
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(212) 930-9400
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The
following table sets forth certain information with respect to our senior executives who served during 2019:
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Jay Sugarman, 57
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Marcos Alvarado, 39
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Douglas B. Heitner(1), 39
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Position with
Safehold
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Chairman and Chief
Executive Officer
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President and Chief Investment Officer
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Chief Legal Officer
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Position with iStar
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Chairman and Chief Executive Officer
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President and Chief Investment Officer
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Chief Legal Officer
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Nina B. Matis(1), 72
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Andrew C. Richardson(2), 53
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Position with Safehold
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Vice Chair (until June 30, 2019) and Chief Legal Officer (until March 11, 2019)
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Chief Financial Officer (until May 2019)
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Position with iStar
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Vice Chair (until June 30, 2019) and Chief Legal Officer (until March 11, 2019)
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President, Land & Development and Chief Financial Officer (until May 2019)
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(1)
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Ms.
Nina Matis retired as our Chief Legal Officer on March 11, 2019 and as Vice Chair on June 30, 2019. Mr. Douglas Heitner was appointed Chief Legal Officer on
March 11, 2019.
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Mr.
Richardson, our and iStar's Chief Financial Officer, stepped down from these positions to pursue other opportunities in light of iStar's strategic decision to
focus on ground lease investment opportunities, and de-emphasize development activities.
Information
for Jay Sugarman, our Chairman and Chief Executive Officer, is presented on page 5 under the heading "Director Nominees." We announced that Jeremy Fox-Geen has been hired by iStar Inc. and
has assumed the roles of Chief Financial Officer of
iStar and our company effective March 31, 2020. All of our officers serve at the pleasure of the Board of Directors and are customarily appointed as officers at
the annual organizational meeting of the Board held following each Annual Meeting of Shareholders.
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Executive Compensation Overview
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Our management agreement provides that our manager, SFTY Manager LLC, a wholly-owned subsidiary of iStar, is responsible for managing our affairs. We do not
have any employees. Accordingly,
our Chief Executive Officer and each of our other senior executives, each of whom is a senior executive of iStar, do not receive cash compensation from us for
serving as executive officers. Instead, we pay our
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manager the management fee in accordance with the management agreement. Our manager is paid a quarterly management fee that increases incrementally as our total
equity increases, from 1% to 1.5% of total equity. The quarterly management fee is payable either in cash or in shares of our common stock, at the election of our independent directors. The management
agreement does not provide for an incentive fee.
The
initial term of the management agreement, as amended to the date of this proxy statement, runs through June 30, 2023 and is terminable only for certain "cause" events. After the initial term, the
agreement is automatically renewed each year for an additional one-year term, unless 2/3 of our independent directors decline to renew the agreement based on unsatisfactory performance, in which event
the manager will receive a termination fee equal to three times the annual management fee. After seven annual renewals, we may decline to renew the management agreement if 2/3 of our independent
directors determine that the management fee is unfair, and parties are unable, after good faith negotiations, to agree on a new fee. A
termination fee will be payable upon such termination.
We
pay, or reimburse our manager for, certain of our operating expenses as well as the costs of personnel performing certain legal, accounting, finance, due diligence tasks and other services, in each
case except those specifically required to be borne or elected not to be charged by our manager under the management agreement. We do not reimburse our manager or its affiliates for the salaries and
other compensation of our named executive officers. We reimburse our manager or its affiliates for the allocable share of the compensation, including, without limitation, annual base salary, bonus,
any related withholding taxes and employee benefits, paid to certain finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of our
manager and its affiliates (below senior officer level) who spend all or a portion of their time managing our affairs, based upon the percentage of time devoted by such personnel to our affairs. At
our manager's option, we also reimburse our manager for our allocable share of rent, utilities and other overhead.
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Executive Compensation Paid by Our Manager and Its Affiliates
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As employees of iStar and our manager, our Chief Executive Officer and each of our other executive officers are compensated under compensation arrangements made
with iStar. The following information relating to these compensation arrangements have been provided to us by our manager.
iStar
reports that its compensation program is designed to foster a strong pay-for-performance culture. In setting compensation for its professionals, including our Chief Executive Officer and each of
our other executive officers, iStar takes into consideration various factors, including the type, scope and level of responsibility of the professional, and the individual performance and
accomplishments of the professional towards achieving iStar's current and long-term strategic, business, and financial goals. One of iStar's publicly-announced goals was to scale our Company's ground
lease business. As part of determining the compensation that was paid by iStar to our Chief Executive Officer and our other executive officers, iStar advises that it took into account that
our Company's ground lease portfolio grew by approximately $1.8 billion in 2019, that we executed several successful capital markets transactions during
the year and that our total shareholder returns during 2019 ranked us among the top performing REITs.
While
these achievements were considered by iStar in making its compensation decisions, iStar advises that it did not attempt to rank or assign relative weight to any of them versus achievements that
were not related to our business, but rather applied its judgment in considering all factors in their entirety.
In
setting compensation for its professionals, including our Chief Executive Officer and each of our other executive officers, iStar did not take into account the amount of the management fee we pay
to our manager, and no portion of the management fee paid in 2019 was allocated directly to any of our senior executives. The chart below illustrates our NEOs' mix of pay from iStar for 2019.
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The
Compensation Committee may, from time to time, grant equity-based awards. These equity-based awards are designed to align the interests of our manager and the personnel of our manager and its
affiliates who support our manager in providing services to us under our management agreement with those of our shareholders. This allows our manager and the personnel of our manager and its
affiliates to share in the creation of long-term value for our shareholders through stock appreciation and dividends. These equity-based
awards are generally subject to time-based and possibly other vesting requirements designed to promote retention and to achieve strong corporate performance. These awards further provide flexibility
to us in our ability to enable our manager and its affiliates who support our manager to attract, motivate and retain talented individuals. We adopted the 2017 Equity Incentive Plan, which provides
for the issuance of equity-based awards, including restricted shares of common stock, restricted stock units, stock options, phantom shares, dividend equivalents and other awards based on our common
stock. Restricted shares of common stock issued to our independent directors in respect of their annual director fees are also issued under this plan.
Our
Board of Directors has delegated its administrative responsibilities under the 2017 Equity Incentive Plan to the Compensation Committee. In its capacity as plan administrator, the Compensation
Committee has the authority to make awards to members of our manager's management team and
employees who perform services for us, our independent directors, advisers, consultants and other personnel, and to determine what form the awards will take and
the terms and conditions of the awards.
The
Compensation Committee adopted the CARET Performance Incentive Plan in 2018 to provide directly aligned incentives to management to capture the capital appreciation embedded in our ground lease
portfolio on behalf of shareholders. More details on the plan can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Part II, Item 5,
"Disclosure of Equity Compensation Plan Information." No CARET Units were granted during 2019.
We
prohibit directors and senior executives from significant pledging of our securities as collateral for a loan and from holding our securities in a margin account. Any pledging of our securities or
margin account arrangements must be pre-approved by our board. The board will not approve any pledges or margin account arrangements if an individual does not clearly demonstrate the financial
capacity to repay the loan or meet a margin call using available cash or liquid securities without resort to the pledged shares, or where the amount of pledged shares or shares held in a margin
account is not significant in comparison to the individual's total ownership of our shares, or where the aggregate amount of pledged shares by all insiders is not significant compared to our total
outstanding shares.
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We
have entered into indemnification agreements with each of our directors, executive officers, board observer and certain other parties providing for the indemnification by us for certain liabilities
and expenses incurred as a result of actions brought, or threatened to be brought, against:
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our
directors, executive officers and board observer, and
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our
executive officers and certain other parties who are former members, managers, shareholders, directors, limited
partners, general partners, officers, board observers or controlling persons of our predecessor in their capacities as such, as described below
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders
for money damages, except for liability resulting from:
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actual
receipt of an improper benefit or profit in money, property or services or
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active
and deliberate dishonesty that was established by a final judgment and was material to the cause of action
Our corporate charter (filed as an exhibit to Annual Report on Form 10-K) contains such a provision and eliminates the liability of our directors and executive officers to the
maximum extent permitted by Maryland law. We have obtained a policy of insurance under which our directors and executive officers are insured, subject to the limits of the policy, against certain
losses arising from claims made against such directors and executive officers by reason of any acts or omissions covered under such policy in their respective capacities as directors or executive
officers, including certain liabilities under the Securities Act. Additionally, the indemnification agreements we have entered into with each of our directors and executive officers require, among
other things, that we maintain a comparable "tail" directors' and officers' liability insurance policy for six years after each director or executive officer ceases to serve in such capacity in
connection with a change in control transaction.
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Safehold
Inc. 2020
Proxy
Statement
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Certain Relationships and Related Transactions
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Policies and Procedures with Respect to Related Party Transactions
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It
is the policy of our board of directors that all transactions between us and a related party, including any transaction with iStar, must be approved by the members of our board, or a duly
authorized committee of our board, who have no financial or other interest in the transaction. A related party includes any director or executive officer, any nominee for director, any shareholder
owning 5% of more of our outstanding shares, and any immediate family member of such person.
Specifically,
our current policy regarding any transactions in which we and iStar are participants requires approval by at least a majority of our independent directors, as follows:
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Transactions
less than or equal to $60 million (based on book value for existing assets) are subject to approval
by a majority of our independent directors who are also disinterested in the transaction
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Transactions
greater than $60 million (based on book value for existing assets) are subject to approval by all of
our independent directors who are also disinterested in the transaction
In determining whether to approve or ratify a related party transaction, the board will take into account, among other factors it deems appropriate, whether the related party
transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar
circumstances and the extent of the related party's interest in the transaction. No director will participate in any discussion or approval of a related party
transaction for which he or she is a related party, except that the director will provide all material information concerning the related party transaction to our board.
If
a related party transaction will be ongoing, our board may establish guidelines for our management to follow in its ongoing dealings with the related party. The board may delegate to our Nominating
and Corporate Governance Committee the authority to review and assess, on at least an annual basis, any such ongoing relationships with the related party to see that they are in compliance with the
board's guidelines.
All
related party transactions will be disclosed in our applicable filings with the SEC as required under SEC rules.
In
connection with our initial public offering (the "IPO"), we entered into certain transactions with iStar and our two other pre-IPO shareholders, SFTY Venture LLC ("GICRE"), an affiliate of GIC
(Realty) Private Limited, and SFTY VII-B, LLC ("LA"), an affiliate of Lubert-Adler, L.P., which are described below. We refer to GICRE and LA as the "continuing investors." GICRE is the beneficial
owner of approximately 11.60% of our outstanding common stock. Dean Adler, one of our directors, is a founder of LA.
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Table of Contents
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Certain Relationships and Related Transactions
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In
January 2019, in connection with iStar's additional $250 million investment in our company, we amended and restated our management agreement with our manager, which is a wholly owned
subsidiary of iStar. The amended and restated management agreement was further amended in January 2020 and February 2020.
As
amended, the management agreement provides for a base management fee that will increase incrementally as our Total Equity (as defined in the agreement) increases, as follows:
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Management Fee
(% of Total Equity)
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SAFE Total Equity
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1.0%
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Up to $1.5 billion;
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1.2%
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Incremental Total Equity above $1.5 billion up to $3.0 billion
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1.375%
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Incremental Total Equity above $3.0 billion up to $5.0 billion; and
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1.5%
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Incremental Total Equity above $5.0 billion.
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The
management fee is payable in cash or common stock, at our election (as determined by our independent directors). Common stock issued to pay the management fee will be valued at the greater of
$20.00 per share or a recent volume weighted average market price.
The
management agreement, as amended, has an initial term through June 30, 2023 during which the agreement is non-terminable, except for certain "cause" events. After the initial term, the agreement
will be automatically renewed for additional one-year terms, unless 2/3 of our independent directors decline to renew the agreement because they have determined that the manager's long-term
performance is unsatisfactory to the point of material detriment to our company. We will be obligated to pay the manager a termination fee equal to three
times the annual management fee paid in respect of the last completed fiscal year prior to the termination if, by the time of such termination, we have raised
total equity of at least $820.0 million since inception, including from iStar.
In
addition, beginning with the seventh annual renewal term after the initial term and in connection with each annual renewal thereafter, we may decline to renew the management agreement if 2/3 of our
independent directors determine that the management fee is unfair and the manager does not accept a different fee, or the parties are unable, after good faith negotiations, to agree on a new fee. The
termination fee will be payable upon such termination provided the total equity condition described above has been satisfied.
Concurrently
with the completion of our initial public offering, or IPO, in June 2017, we entered into an agreement with iStar pursuant to which iStar agreed that it will not acquire, originate,
invest in, or provide financing for a third party's acquisition of, a ground lease unless it has first offered that opportunity to us and a majority of our independent directors has declined the
opportunity. The exclusivity agreement will not apply to opportunities that include only an incidental interest in ground leases or opportunities
to manufacture or otherwise create a ground lease from a property that has been owned by iStar's existing net lease venture with GICRE for at least three years
after the closing of the IPO. The existing net lease venture invests in single tenant properties leased to corporate entities under triple net leases. The exclusivity agreement will automatically
terminate upon any termination of the management agreement and will not otherwise be terminable.
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This
agreement was amended on January 14, 2020 to add a twelve month tail period to iStar's exclusivity obligations if iStar, as Safehold's manager,
terminates the management agreement without cause pursuant to the terms thereof.
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Stockholder's Agreement with iStar
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In connection with iStar's purchase of investor units on January 2, 2019 (see description of "iStar Investment Transaction and Concurrent Private
Placements" below), we entered into a Stockholder's Agreement dated January 2, 2019 with iStar, which sets forth certain rights and obligations of iStar and us, respectively, relating to
iStar's ownership of the investor units and our common stock.
The
Stockholder's Agreement with iStar provides that with respect to any matter presented for a vote or written consent of the holders of our common stock, iStar will vote all "Excess Shares" in the
same proportions as the votes cast or consents delivered by holders of our common stock other than iStar. "Excess Shares" means the number of shares of our common stock, including, without limitation,
shares issued in exchange for investor units ("Exchange Shares") owned by iStar from time to time that exceed 41.9% of the outstanding our common stock at such time, including the Exchange Shares.
These voting limitations will remain in effect until the first date on which iStar's aggregate ownership of our common stock is less than 41.9% of the outstanding our common stock.
The
Stockholder's Agreement with iStar also provides that, notwithstanding the voting limitations described above, for three years, iStar will cast all of its voting power in favor of three
individuals who are
independent of each of iStar and our company within the meaning of the listing rules of the New York Stock Exchange to serve as our directors. iStar has also
agreed to certain standstill provisions that will remain in effect until June 30, 2022.
In
addition, the Stockholder's Agreement with iStar provides that for a period of two years, iStar will not transfer shares of our common stock representing more than 20% of our outstanding common
stock in one transaction or a series of related transactions to any person or group, other than transfers of our common stock pursuant to a widely distributed public offering, unless the non-iStar
holders of our common stock are afforded the opportunity to participate in the transaction at the same price per security and in the same proportion as their our common stock represents of the
outstanding fully diluted equity of our company.
The
Stockholder's Agreement with iStar provides that iStar will have certain rights (but not the obligation) to maintain its percentage ownership interest of our common stock by purchasing additional
common stock when we issue additional shares from time to time, subject to certain exceptions. Any shares purchased by iStar pursuant to such rights will be subject to the voting power limitations set
forth in the agreement.
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Stockholder's Agreements with Continuing Investors
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In
connection with the continuing investors' investment in us, we entered into a stockholder's agreement with each of them that became effective at the closing of the IPO and which provide the
continuing investors the right to:
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GICRE:
purchase additional shares of our common stock up to an amount equal to 10% of future issuances of common stock by
us in single issuances of at least $1 million, and on a quarterly basis in respect of other issuances. The purchase price paid by GICRE will be the same price as the price per share
implied
by the transaction that resulted in the relevant issuance, and for issuances pursuant to our equity incentive plans, will be based on prevailing market prices for our common
stock, except that, if iStar purchases shares in a particular issuance net of discounts and commissions, then GICRE will also be entitled to purchase shares net of discounts and commissions. GICRE
will have the right to designate a non-voting board observer who will be entitled to participate in meetings of our board of directors, present matters for consideration,
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speak on matters presented by others, receive notices of board meetings, receive board minutes and meet with management, subject to
certain confidentiality and other restrictions. In addition, GICRE will have the right to participate as a co-investor in real estate investments for which we are seeking co-investment partners. The
foregoing rights are conditioned on GICRE owning at least the lesser of (i) 5.0% of our outstanding common stock and (ii) common stock with a value of $50 million. Notwithstanding the foregoing,
GICRE's co-investment right are conditioned on the same ownership requirement only after the third anniversary of the closing of this offering. We have also agreed to indemnify GICRE for certain taxes
related to the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, that it may be required to pay in respect of capital gains distributions by us attributable to sales of real properties
made before the earlier of (1) the second anniversary of the closing date of this offering and (2) one year after GICRE owns less than 10% of our outstanding common stock.
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LA:
purchase additional shares of our common stock up to an amount equal to 4.0% of future issuances of common stock by
us in single issuances of at least $1 million, and on a quarterly basis in respect of other issuances. The purchase price paid by LA will be the same price as the price per share implied by the
transaction that resulted in the relevant issuance, and for issuances pursuant to our equity incentive plans, will be based on prevailing market prices for our common stock, except that, if iStar
purchases shares in a particular issuance net of fees and commissions, then LA will also be entitled to purchase shares net of discounts and commissions. LA will also have the right to designate one
director as a nominee for election to our board. The foregoing rights are conditioned on LA owning the lesser of (i) 4.0% of our outstanding common stock and (ii) common stock with a value of $15.0
million.
Upon
completion of our IPO in 2017, we entered into a registration rights agreement with iStar in which we agreed to file, as promptly as practicable on or after the date that is 12 months after the
closing of the IPO, one or more registration statements, which we refer to as the resale shelf registration statements, with the Securities and Exchange Commission covering the resale of all shares of
common stock issued to iStar. We have agreed to use our commercially reasonable efforts to cause each resale shelf registration statement to be declared effective within 120 days of filing, which we
refer to as the shelf effective date. We have also agreed to provide iStar an unlimited number of "demand" registrations.
In
connection with iStar's subsequent additional investments in our company through concurrent
private placements in 2019, we amended the registration rights agreement to cover the shares purchased by iStar.
We
have also entered into a registration rights agreement with continuing investors which requires us to, among other things, file with the Securities and Exchange Commission, as promptly as
practicable on or after the date that is 180 days after the closing of the IPO, a shelf registration statement providing for the resale of the continuing investor shares of our common stock acquired
in the formation transactions and subsequently to include in the registration statement such additional shares of common stock as the continuing investor may acquire from time to time in the future. A
continuing investor may sell its shares in underwritten offerings.
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Transactions with Related Party
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We
are externally managed by an affiliate of iStar, our largest shareholder. The terms of the management agreement are described at page 30 of this Proxy Statement. iStar has been an active
real estate investor for over 20 years and has executed transactions with an aggregate value of over $40.0 billion. iStar has an extensive network for sourcing investments, which includes
relationships with brokers, corporate tenants and developers that it has established over its long operating history.
It
is the policy of our Board of Directors that all transactions between us and a related party must be approved or ratified by at least a majority of the members of our Board, or a duly authorized
committee of our Board, who have no financial or other interest in the transaction. Our Board has adopted specific procedures with respect to transactions in which iStar is also a participant: such
transactions involving an investment or asset value less than $60 million must be approved by majority of our independent directors on Board, and transactions involving an investment or asset value of
$60 million or more must be approved by all independent directors on Board.
iStar
has participated in certain of our investment transactions, as a seller of land or by providing financing to our ground lease tenants. These transactions were approved by our independent
directors in accordance with our policy with respect to transactions in which iStar is also a participant. Here is the transaction summary:
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In
October 2019, the company acquired land and simultaneously structured and entered into a ground lease as part of the
ground lease tenant's acquisition of an existing multi-family property located in Sarasota, FL. The company acquired the land and the company's ground lease tenant acquired the leasehold from a
venture in which iStar has a 50% ownership interest. In addition, iStar provided a $22.0 million loan to the company's ground lease tenant for the acquisition of the leasehold. iStar subsequently sold
the loan at par to a third party.
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In
August 2019, the company and iStar closed on the acquisition of a 310,000 square foot Class-A office building located
in Austin, TX. iStar acquired the leasehold interest and the company simultaneously acquired the fee
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interest
and entered into a new 99-year ground lease with iStar.
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In
February 2019, the company and iStar closed on the acquisition of a 420,000 square foot office building located in
Jersey City, NJ. iStar acquired the leasehold interest and the company simultaneously acquired the fee interest and entered into a new 98-year ground lease with iStar.
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In
January 2019, the company acquired land and simultaneously structured and entered into a ground lease as part of the
ground lease tenant's acquisition of an existing office building located in Washington, DC that is to be converted into a multi-family building. The ground lease has a term of 99 years. The company
also committed to provide the ground lease tenant a $10.5 million leasehold improvement allowance that will be funded upon the completion of certain conditions. In addition, iStar provided a $13.3
million loan to the ground lessee with an initial term of 21 months for the acquisition of the property.
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In
May 2018, the company acquired land and simultaneously structured and entered into a ground lease as part of the
ground lease tenant's acquisition of two multi-tenant office buildings located in Atlanta, GA. iStar provided a $19.9 million loan to the ground lessee for the acquisition of the property and the loan
was repaid in December 2019.
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In
August 2017, the company acquired land and simultaneously structured and entered into a ground lease in Atlanta, GA
and accounted for the transaction as an asset acquisition. The ground lease has a term of 99 years. In addition, the ground lessee constructed a 185-space parking deck adjacent to the building
engineered to accommodate future development of the site. The company has a right of first refusal to provide funding for up to 30.0% of the construction cost of an additional 160,000 square feet of
development on terms consistent with the ground lease. iStar committed to provide a $24.0 million construction loan to the ground lessee for the renovation of the property. The loan was repaid in
August 2019.
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Our
charter generally prohibits, with certain exceptions, any shareholder from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the
outstanding shares of our common stock, or all classes and series of our capital stock. We have granted a waiver to iStar to own up to 67.5% of our outstanding common stock. We are party to a
stockholder's agreement with iStar that, among other things, limits iStar's discretionary voting power with
respect to its shares of our common stock to 41.9% of the voting power of our outstanding common stock, and requires that iStar vote all its shares that exceed
41.9% of our outstanding common stock in the same proportion as votes cast by our shareholders other than iStar. We have also granted waivers to GICRE to own up to 15.0% and to UBS Financial Services
(solely on behalf of client accounts) to own up to 15.0%, of the outstanding shares of our common stock in the aggregate.
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iStar Investment Transaction and Concurrent Private Placements
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In
January 2019, we entered into an investment transaction with iStar, pursuant to which iStar purchased 12,500,000 investor units in our wholly-owned partnership, Safehold Operating Partnership LP
("SAFE OP"), at a purchase price of $20.00 per unit for a total purchase price of $250.0 million. In May 2019, our shareholders approved the issuance of 12,500,000 shares of our common stock in
exchange for the surrender of 12,500,000 investor units SAFE OP. The exchange was completed on May 13, 2019.
Following
the exchange, the investor units were retired.
As
previously reported in iStar's SEC filings in respect of 2019, during the year, iStar purchased a total 22.3 million shares of our common stock (including the investor units representing
partnership interests in Safehold Operating Partnership that were subsequently exchanged for shares of our common stock) in private placement transactions from us for an aggregate purchase price of
$548.0 million.
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| Safehold
Inc. 2020
Proxy
Statement
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Table of Contents
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Information about the Annual Meeting and Voting
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Who is entitled to vote at the meeting?
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Only
holders of record of our common stock at the close of business on March 18, 2020 are entitled to receive notice of and to vote at the annual meeting or at any postponement or adjournment of the
meeting. On the record date, there were 47,833,263 shares of our common stock outstanding and entitled to vote.
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What constitutes a quorum?
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The
presence, either in person or by proxy, of the holders of the outstanding common stock entitled to cast a majority of all the votes entitled to be cast at the meeting on the record date is
necessary to constitute a quorum at the annual meeting.
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What are the voting rights of shareholders?
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Each
shareholder is entitled to one vote for each share of common stock registered in the shareholder's name on the record date.
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What vote is needed to approve each proposal?
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Assuming
a quorum is present in person or by proxy at the annual meeting:
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Proposal
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Voting Requirement
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1
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Election of five directors
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The vote of a plurality of the votes cast by the holders of our common stock
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2
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Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm
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The affirmative vote of a majority of the votes cast by the holders of our common stock
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For
the approval of any other matters properly presented at the meeting for shareholder approval, the affirmative vote of a majority of the votes cast by the holders of our common stock is required.
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What are broker non-votes and what is the effect of broker non-votes and abstentions?
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A
"broker non-vote" occurs when a broker, bank or other nominee returns a properly executed proxy, but indicates on the proxy that it does not have discretionary authority as to certain shares to vote
on a particular matter and has not received voting instructions from the beneficial owner of such shares on that matter. Under current NYSE rules, a broker, bank or other nominee does not have
discretionary authority to vote shares without specific voting instructions from the beneficial owner on the election of directors (Proposal 1). A broker, bank or other nominee does, however, have
discretionary authority to vote shares without specific voting instructions from the beneficial owner on the ratification of the appointment of the independent registered public accounting firm
(Proposal 2).
For
purposes of votes on all matters described in this proxy statement to be presented at the annual meeting, broker non-votes will not be counted as votes cast and will have no effect on the result
of the vote. An abstention will have no effect on the election of directors or the ratification of our independent accounting firm. Both abstentions and broker non-votes will be considered present for
the purpose of determining the presence of a quorum.
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How is my vote counted?
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If
you properly execute a proxy in the accompanying form, and if we receive it prior to voting at the annual meeting, the shares that the proxy represents will be voted in the manner specified on the
proxy. If no specification is made, the common stock will be voted FOR the election of directors (Proposal 1) and FOR the ratification of
the appointment of the independent registered public accounting firm (Proposal 2).
Votes
cast in person or by proxy at the annual meeting will be tabulated by the election inspectors appointed for the meeting, who will determine whether or not a quorum is present. If your shares are
held by a broker, bank or other nominee (i.e., in "street name"), you will receive instructions from
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Safehold
Inc. 2020
Proxy
Statement
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Table of Contents
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Information about the Annual Meeting and Voting
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your nominee which you must follow in order to have your shares voted. Such shareholders who wish to vote in person at the meeting will need to obtain a proxy
from the broker, bank or other nominee that holds their shares of record.
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Can I change my vote after I submit my proxy card?
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If
you authorize a proxy to vote your shares, you may revoke it at any time before it is voted by:
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submitting
voting instructions at a later time via Internet or telephone before the closing of these voting facilities;
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giving
written notice to our Secretary by any means bearing a date later than the date of the proxy expressly revoking
the proxy;
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signing
and forwarding to us a proxy dated later; or
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attending
the annual meeting and personally voting the common stock owned of record by you, although attendance at the
annual meeting will not, by itself, revoke a proxy.
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Who pays the costs of soliciting proxies?
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We
will pay the costs of soliciting proxies from our shareholders. In addition to solicitation by mail, certain of our directors and officers and regular employees of SFTY Manager LLC, or manager, a
wholly-owned subsidiary of iStar Inc. that manages our affairs pursuant to a management agreement, may solicit the return of proxies by telephone, facsimile, personal interview or otherwise without
being paid additional compensation. We will also reimburse brokerage firms and other persons representing the beneficial owners of our shares for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners in accordance with the proxy solicitation rules and regulations of the SEC and the NYSE. Alliance Advisors LLC has been engaged to solicit proxies on our
behalf in connection with our 2020 annual meeting of shareholders and provide other advisory services for a fee of $8,500, plus expenses.
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What are the implications of being an Emerging Growth Company?
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We
are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or JOBS Act, and we are eligible to take advantage of certain specified reduced disclosure and other
requirements that are otherwise generally applicable to public companies that are not "emerging growth companies," including, but not limited to, not being required to:
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hold
a "Say on Pay" vote
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file
a compensation discussion and analysis or make certain other disclosures relating to executive compensation
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comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
We have irrevocably opted-out of the extended transition period afforded to emerging growth companies in Section 7(a)(2)(B) of the Securities Act for complying with new or
revised accounting standards. As a result, we will comply with new or revised accounting standards on the same time frames as other public companies that are not emerging growth companies.
We
expect to remain an "emerging growth company" for up to 2022 (five years from our IPO), or until the earliest of:
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(i)
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the
last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion (subject to adjustment for inflation),
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(ii)
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December
31 of the fiscal year that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of
our shares of common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least
12 months, or
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(iii)
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the
date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period.
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36
| Safehold
Inc. 2020
Proxy
Statement
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Table of Contents
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Information about the Annual Meeting and Voting
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How can I attend the annual meeting?
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The
annual meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the annual meeting only if you were a
shareholder of the Company as of the close of business on the record date, March 18, 2020, or if you hold a valid proxy for the annual meeting. No physical meeting will be held. You will be able to
attend the annual meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/239165138. You also will be able to vote
your shares online by attending the annual meeting by webcast.
To
participate in the annual meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for
the meeting is SAFE2020.
If
you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The
online meeting will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration
instructions as outlined in this proxy statement.
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How do I register to attend the annual meeting virtually on the Internet?
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If
you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare),
you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you
received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the annual meeting virtually on the Internet.
To
register to attend the annual meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Safehold holdings along with your name and email address to
Computershare. Requests for registration should be directed to:
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Computershare
iStar Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
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Requests
for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on May 7, 2020.
You
will receive a confirmation of your registration by email after we receive your registration materials.
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Why are you holding a virtual meeting instead of a physical meeting?
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In
light of health, transportation, and other logistical issues raised by the spread of coronavirus, or COVID-19, under the current circumstances we have no assurance that we can hold a physical
meeting that is safe for our participants. We believe that hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting since our shareholders can
participate from any location with Internet access.
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Safehold
Inc. 2020
Proxy
Statement
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Table of Contents