<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
POST PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(POST PROPERTIES LOGO)
March 31, 2000
Dear Shareholder:
We cordially invite you to attend the 2000 Annual Meeting of Shareholders
of Post Properties, Inc. to be held on Wednesday, May 17, 2000, at 9:00 a.m.
local time, at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta,
Georgia 30327-3057.
The items of business are listed in the following Notice of Annual Meeting
and are more fully addressed in the Proxy Statement provided herewith.
Please date, sign, and return your proxy card in the enclosed envelope at
your convenience to assure that your shares will be represented and voted at the
Annual Meeting even if you cannot attend. If you attend the Annual Meeting, you
may vote your shares in person even though you have previously signed and
returned your proxy.
On behalf of your board of directors, thank you for your continued support
and interest in Post Properties, Inc.
Sincerely,
/s/ JOHN A. WILLIAMS
John A. Williams
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
(POST PROPERTIES LOGO)
POST PROPERTIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Post
Properties, Inc. will be held at One Riverside, 4401 Northside Parkway, Suite
800, Atlanta, Georgia 30327-3057, on Wednesday, May 17, 2000 at 9:00 a.m., local
time, for the following purposes:
(1) To elect two directors to serve until the 2003 Annual Meeting of
Shareholders; and
(2) To transact such other business as may properly come before the
meeting or any adjournment of the meeting.
Only the holders of record of common stock of Post Properties at the close
of business on March 15, 2000 are entitled to notice of and to vote at the
Annual Meeting of Shareholders and any adjournment of the meeting. A list of
shareholders as of the close of business on March 15, 2000, will be available at
the Annual Meeting of Shareholders for examination by any shareholder, his
agent, or his attorney.
Your attention is directed to the Proxy Statement provided with this
Notice.
By Order of the Board of Directors,
/s/ SHERRY COHEN
Sherry W. Cohen
Executive Vice President
and Secretary
Atlanta, Georgia
March 31, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND
THE MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE> 4
POST PROPERTIES, INC.
ONE RIVERSIDE
4401 NORTHSIDE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30327-3057
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2000
Our 2000 Annual Meeting of Shareholders (the "Annual Meeting") will be held
on May 17, 2000, at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta,
Georgia 30327, beginning promptly at 9:00 a.m. local time. The enclosed form of
proxy is solicited by our board of directors. We anticipate that this Proxy
Statement and the accompanying proxy will first be mailed to holders of our
common stock on or about March 31, 2000.
Q: WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?
A: You are receiving a Proxy Statement and proxy card from us because you own
shares of our common stock. This Proxy Statement describes issues on which we
would like you, as a shareholder, to vote. It also gives you information on
these issues so that you can make an informed decision.
When you sign the proxy card, you appoint John A. Williams and John T. Glover as
your representatives at the meeting. Mr. Williams and Mr. Glover will vote your
shares at the meeting as you have instructed them on the proxy card. This way,
your shares will be voted whether or not you attend the Annual Meeting. Even if
you plan to attend the meeting, it is a good idea to complete, sign and return
your proxy card in advance of the meeting just in case your plans change.
If an issue comes up for vote at the meeting that is not on the proxy card, Mr.
Williams and Mr. Glover will vote your shares, under your proxy, in accordance
with their best judgment.
Q: WHAT IS THE RECORD DATE?
A: The record date is set for March 15, 2000. Only holders of common stock of
record as of the close of business on this date will be entitled to vote at the
Annual Meeting.
Q: HOW MANY SHARES ARE OUTSTANDING?
A: As of the record date, we had 39,072,806 shares of common stock outstanding
in addition to 5,193,425 outstanding units of limited partnership in Post
Apartment Homes, L.P., which are convertible into shares of common stock on a
one-for-one basis.
Q: WHAT AM I VOTING ON?
A: You are being asked to vote on the election of two directors. No cumulative
rights are authorized and dissenters' rights are not applicable to the matter
being voted upon. The section entitled "Election of Directors" gives you more
information on the nominees for election to our board of directors.
<PAGE> 5
Q: HOW DO I VOTE?
A: YOU MAY VOTE BY MAIL.
You do this by signing your proxy card and mailing it in the enclosed, prepaid
and addressed envelope. If you mark your voting instructions on the proxy card,
your shares will be voted as you instruct.
If you return a signed card but do not provide voting instructions, your shares
will be voted for the two named nominees.
YOU MAY VOTE IN PERSON AT THE MEETING.
We will pass out written ballots to anyone who wants to vote at the meeting. If
you hold your shares through a brokerage account but do not have a physical
share certificate, you must request a legal proxy from your stockbroker in order
to vote at the meeting.
We encourage you to examine your proxy card closely to make sure you are voting
all of your shares in Post Properties.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
A: It means that you have multiple accounts at the transfer agent and/or with
stockbrokers. Please sign and return all proxy cards to ensure that all your
shares are voted.
Q: WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?
A: You may revoke your proxy and change your vote at any time before the polls
close at the meeting. You may do this by:
- signing another proxy with a later date,
- voting in person at the Annual Meeting, or
- giving written notice to the Secretary of Post Properties.
Q: HOW MANY VOTES DO YOU NEED TO HOLD THE MEETING?
A: Shares are counted as present at the meeting if the shareholder either:
- is present and votes in person at the meeting, or
- has properly submitted a proxy.
A majority of our outstanding shares of common stock as of the record date must
be present at the meeting in order to hold the meeting and conduct business.
This is called a quorum.
Q: WHAT IF I ABSTAIN FROM VOTING?
A: Abstentions with respect to a proposal are counted for purposes of
establishing a quorum. If a quorum is present, abstentions have no effect on the
outcome of a vote, including the election of directors.
2
<PAGE> 6
Q: HOW MANY VOTES MUST THE NOMINEES HAVE TO BE ELECTED?
A: The two nominees receiving the highest number of yes votes will be elected
as directors. This number is called a plurality. We use the phrase "yes vote" to
mean a vote for a director.
Q: WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD?
A: If your shares are held through a brokerage account, your brokerage firm,
under certain circumstances, may vote your shares.
Brokerage firms have authority under New York Stock Exchange rules to vote their
customers' unvoted shares on certain "routine" matters, including election of
directors.
If you do not vote your proxy, your brokerage firm may either:
- vote your shares on routine matters, or
- leave your shares unvoted.
We encourage you to provide instructions to your brokerage firm by voting your
proxy. This ensures your shares will be voted at the meeting.
When a brokerage firm votes its customers' unvoted shares on routine matters,
these shares are counted for purposes of establishing a quorum to conduct
business at the meeting. However, a brokerage firm cannot vote customers' shares
on non-routine matters. Accordingly, these shares are considered not entitled to
vote on non-routine matters, rather than as a vote against the matter.
Q: WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR RE-ELECTION?
A: The board of directors may, by resolution, provide for a lesser number of
directors or designate a substitute nominee. In the latter event, shares
represented by proxies may be voted for a substitute nominee. Proxies cannot be
voted for more than two nominees.
Q: HOW ARE VOTES COUNTED?
A: You may vote either "for" or "against" each nominee. If you just sign your
proxy card with no further instructions, your shares will be counted as a yes
vote for each director.
Voting results will be tabulated and certified by our transfer agent, EquiServe.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting. We will publish
the final results in our quarterly report on Form 10-Q for the second quarter of
2000. We will file that report with the Securities and Exchange Commission, and
you can get a copy through:
- Our Secretary at Post Properties, Inc., One Riverside, 4401 Northside
Parkway, Suite 800, Atlanta, Georgia 30327-3057; or
- The Securities and Exchange Commission at (800) SEC-0330 for the location
of the nearest public reference room; or
- The EDGAR system at www.sec.gov.
3
<PAGE> 7
ELECTION OF DIRECTORS
Our Bylaws require at least three and no more than fifteen directors to
constitute a full board of directors. Currently the board of directors is set at
eight members. Upon the termination of J.C. Shaw's term as a director at the
Annual Meeting, our board will consist of seven members and Mr. Shaw will become
an Emeritus Director. The Bylaws divide the board of directors into three
classes with the directors in each class serving a term of three years. At the
Annual Meeting, there are two directors who have been nominated to stand for
reelection as directors. In addition to the two nominees, there are five other
directors continuing to serve on the board of directors, whose terms expire in
2001 and 2002.
Except as otherwise provided in this Proxy Statement, a proxy cannot be
voted for the election of a person to fill a directorship for which no nominee
is named in this Proxy Statement. The board of directors has no reason to
believe that any of the nominees for the office of director will be unavailable
for election as a director. However, if at the time of the Annual Meeting any of
the nominees should be unable to serve or, for good cause, will not serve, the
persons named in the proxy will vote as recommended by the board of directors to
elect substitute nominees recommended by the board of directors. In no event,
however, can a proxy be voted to elect more than two directors.
The following list sets forth the names of the nominees and also contains,
as to each nominee and incumbent director, certain biographical information, a
brief description of principal occupation and business experience during the
past five years, directorships of companies (other than Post Properties)
presently held, and certain other information. This information has been
furnished by the respective individuals.
NOMINEES FOR ELECTION
Herschel M. Bloom has been a director of Post Properties since May 1994.
Mr. Bloom is currently, and has been for more than five years, a partner in the
law firm of King & Spalding, which has represented Post Properties since 1971.
Mr. Bloom is also a director of Russell Corporation. Mr. Bloom is 57 years old.
Russell R. French has been a director of Post Properties since July 1993.
Mr. French is currently, and has been for more than five years, a general
partner of Moseley & Co. II and has been a member of Moseley & Co. III from 1994
and a member of MKFJ-IV, LLC from 1998, each of which is the general partner of
a venture capital fund. Mr. French is 54 years old.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR HERSCHEL M. BLOOM
AND RUSSELL R. FRENCH TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS IN
2003 OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
INCUMBENT DIRECTORS -- TERM EXPIRING 2001
Arthur M. Blank has been a director of Post Properties since May 1994. Mr.
Blank has been Chief Executive Officer of The Home Depot, Inc. since 1997 and
was President, Chief Operating Officer and a director of The Home Depot, Inc.
since its founding in 1978. Mr. Blank is also a director of Cox Enterprises,
Inc. Mr. Blank is 57 years old.
John T. Glover has been a director of Post Properties since 1984 and has
been Vice Chairman since March 2000. From 1984 until March 2000, Mr. Glover
acted as its President, Chief Operating Officer and Treasurer. Mr. Glover is a
director of Haverty Furniture Companies, Inc. and SunTrust Bank, Atlanta. Mr.
Glover is 53 years old.
4
<PAGE> 8
INCUMBENT DIRECTORS -- TERM EXPIRING 2002
Zell Miller has been a director of Post Properties since January 1999. Mr.
Miller is the immediate past governor of Georgia, a post at which he served from
January 1991 to January 1999. Former Governor Miller is also an educator and
historian and he presently serves on the teaching faculties of the University of
Georgia and Young Harris College. He is also a director of Georgia Power Company
and Gray Communications. Mr. Miller is 68 years old.
Charles E. Rice has been a director of Post Properties since 1997. Since
December 1998, Mr. Rice has been Vice Chairman of Corporate Development of Bank
of America. Mr. Rice served as the Chairman of NationsBank, Inc. (currently Bank
of America, Inc.) from January 1998 to October 1998, and as the Chairman of the
Board and Chief Executive Officer of Barnett Banks, Inc. from 1984 until January
1998. He is also a director of CSX Corporation and Sprint Corporation. Mr. Rice
is 64 years old.
John A. Williams has been a director of Post Properties since its inception
in 1971. Mr. Williams is the Chairman of the Board and Chief Executive Officer
of Post Properties. Mr. Williams founded the business of Post Properties in 1971
and since that time has acted as Chairman and Chief Executive Officer. Mr.
Williams is also a director of Crawford & Company, the Georgia Regional
Transportation Authority, the Metro Atlanta Chamber of Commerce and the Atlanta
Regional Commission. Mr. Williams is 57 years old.
MEETINGS OF THE BOARD OF DIRECTORS
During 1999, our board of directors held five meetings. Messrs. Bloom,
French and Shaw each attended 100% of all board of directors and committee
meetings in 1999. Messrs. Williams and Glover each attended 100% of all board of
directors meetings in 1999. Messrs. Blank and Rice each attended at least 80% of
all board of directors meetings and 75% of all committee meetings in 1999. Mr.
Miller attended 100% of all board meetings and no committee meetings in 1999.
COMMITTEES OF THE BOARD OF DIRECTORS
Audit Committee. The board of directors has established an Audit Committee
that consists of Messrs. Bloom, French and Miller. Mr. Miller was appointed to
the Audit Committee in May 1999. Mr. French currently serves as Chairman of the
Audit Committee. The Audit Committee is responsible for recommending to the
board of directors the firm to be employed as our independent auditors,
reviewing with the independent auditors our financial statements and internal
accounting controls and the plans and results of the audit engagement, approving
the professional services provided by the independent auditor, reviewing the
independence of the independent auditor, considering the range of audit and
non-audit fees and reviewing the adequacy of our internal accounting controls.
During 1999, the Audit Committee held two meetings.
Compensation Committee. The board of directors has established an Executive
Compensation Committee that consists of Messrs. Blank, Rice and Shaw. Mr. Shaw
was appointed to the Compensation Committee in May 1999 and will retire from the
Compensation Committee at the Annual Meeting. Mr. Rice currently serves as
Chairman of the Compensation Committee. The Compensation Committee is
responsible for making recommendations, at least annually, to the board of
directors regarding our policies relating to, and the amounts and terms of, all
compensation of our executive officers and administering and discharging in full
the authority of the board of directors with respect to the Employee Stock Plan
and the Profit Sharing Plan. During 1999, the Compensation Committee held four
meetings.
We do not have a nominating committee.
5
<PAGE> 9
COMPENSATION OF DIRECTORS
We pay our non-employee directors fees for their services as directors.
Directors receive annual compensation of $12,000 plus a fee of $500 for
attendance (in person or by telephone) at each meeting of the board of
directors, but not for committee meetings. The board of directors has authorized
the payment, at the option of each non-employee director, of all director fees
in shares of common stock. Directors are reimbursed for all out-of-pocket
expenses incurred in attending all board of directors and committee meetings.
Each director who is serving as such on December 31 of each year and who
has served as such for more than one year, on each December 31, automatically
receives a grant of options to purchase 3,000 shares of common stock at an
exercise price equal to 100% of the fair market value of the common stock on the
date of such grant. Pursuant to this plan, each of Messrs. Blank, Bloom, French,
Rice and Shaw received a grant of options to purchase 3,000 shares of common
stock on December 31, 1999. In addition, on the date of his initial appointment
to the board of directors, each director automatically receives a grant of
options to purchase that number of shares of common stock determined by dividing
$10,000 by the fair market value per share of the common stock on the date of
such grant at an exercise price equal to 100% of the fair market value of the
common stock on such date. Pursuant to this plan, Mr. Miller received a grant of
options to purchase 268 shares of common stock on January 15, 1999. In the event
of a change of control of Post Properties, the board of directors may
unilaterally cancel a director's option to purchase common stock as of any date
to the extent then unexercised after advance written notice to each affected
director.
6
<PAGE> 10
COMMON STOCK OWNERSHIP BY MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of shares of common
stock as of March 1, 2000 for:
- our directors,
- our Chief Executive Officer and each of our four other most highly
compensated executive officers (collectively the "Named Executive
Officers"),
- our directors and executive officers as a group and
- each shareholder that holds more than a 5% interest in our outstanding
common stock.
Unless otherwise indicated in the footnotes, all of such interests are owned
directly, and the indicated person or entity has sole voting and disposition
power.
<TABLE>
<CAPTION>
TOTAL NUMBER
NUMBER NUMBER OF OF UNITS
NAME AND ADDRESS OF SHARES EXERCISABLE BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED OPTIONS(1) OWNED(2) TOTAL CLASS(3)
------------------- --------- ----------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE
OFFICERS:
John A. Williams............. 876,793(4) 318,266 2,003,570(5) 3,198,629 8.2%
John T. Glover............... 335,094(6) 350,266 695,344(7) 1,380,679 3.6%
Jeffrey A. Harris............ 55,067(8) 71,188 1,396 127,651 *
W. Daniel Faulk, Jr.......... 28,073 94,015 141,810 263,898 *
R. Byron Carlock, Jr......... 26,500 -- -- 26,500 *
Arthur M. Blank.............. 24,947 7,876 -- 32,823 *
Herschel M. Bloom............ 9,031 7,876 -- 16,907 *
Russell R. French............ 10,162(9) 8,241 -- 18,403 *
Zell Miller.................. -- 268 -- 268 *
Charles E. Rice.............. 15,000 6,248 -- 21,248 *
J.C. Shaw.................... 170,979 7,248 -- 178,227 *
All executive officers and
directors as a group (28
persons)................... 1,745,572 1,386,724 2,664,791 5,797,087 14.9%
OTHER FIVE PERCENT
SHAREHOLDERS:
LaSalle Investment Management
Inc.(10)................... 2,754,712 -- -- 2,754,712 7.1%
</TABLE>
- ---------------
* Less than 1%
(1) Includes options that become exercisable on or before May 1, 2000. Does not
include options that become exercisable when the market price of the common
stock maintains a certain level.
(2) Includes the number of shares of common stock into which Units of limited
partnership interests in Post Apartment Homes, L.P. ("Units") beneficially
owned by the person are redeemable (if we elect to issue shares of common
stock rather than pay cash upon such redemption). Units are redeemable for
common stock or cash, at our option.
(3) Based on an aggregate of 39,068,311 shares of common stock issued and
outstanding as of March 1, 2000. Assumes that all options beneficially
owned by the person are exercised and all
7
<PAGE> 11
Units beneficially owned by the person are redeemed for shares of common
stock. The total number of shares outstanding used in calculating this
percentage assumes that none of the options beneficially owned by other
persons are exercised and none of the Units beneficially owned by other
persons are redeemed for shares of common stock.
(4) Includes 1,405 shares of common stock held by Mr. Williams' spouse.
(5) Includes (a) 1,589,625 shares of common stock issuable upon redemption of
Units deemed beneficially owned by Mr. Williams through control of certain
limited partnerships and (b) 209,839 shares of common stock (of which Mr.
Williams has shared voting and disposition power) issuable upon redemption
of Units deemed beneficially owned by Mr. Williams through his control of a
corporation (which shares are also shown as being beneficially owned by Mr.
John T. Glover).
(6) Includes (a) 2,476 shares deemed beneficially owned by Mr. Glover as
Trustee for the John A. Williams 1989 Trust, (b) 1,408 shares deemed
beneficially owned by Mr. Glover as Trustee for the John A. Williams 1988
Trust and (c) 346 shares owned by Mr. Glover's spouse.
(7) Includes (a) 405,426 shares of common stock issuable upon redemption of
Units deemed beneficially owned by Mr. Glover through his control of
certain limited partnerships, (b) 11,189 shares of common stock issuable
upon redemption of Units deemed beneficially owned by Mr. Glover as trustee
of a trust for the benefit of Mr. Williams' family and (c) 209,839 shares
of common stock (of which Mr. Glover has shared voting and disposition
power) issuable upon redemption of Units deemed beneficially owned by Mr.
Glover through his control of a corporation (which shares are also shown as
being beneficially owned by Mr. John A. Williams).
(8) Includes 100 shares of common stock owned by Mr. Harris' children and 200
shares held by Mr. Harris' spouse.
(9) Includes 476 shares of common stock held by Mr. French's spouse and 300
shares owned by Mr. French's spouse as trustee for her mother.
(10) Represents shares of common stock beneficially owned by LaSalle Investment
Management Inc. ("LaSalle") and LaSalle Investment Management (Securities)
L.P. ("LIMS"), an affiliate of LaSalle, with whom LaSalle is deemed to form
a "group" for Schedule 13G reporting purposes. This information is included
in reliance upon a Schedule 13G filed by LaSalle and LIMS with the
Commission on February 10, 2000. The address of LaSalle is 200 East
Randolph Drive, Chicago, Illinois 60601.
8
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
compensation paid to our Named Executive Officers whose salary and bonus
compensation for the year ended December 31, 1999 exceeded $100,000.
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------- -------------
OTHER SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION(1) OPTIONS(#)(2)
--------------------------- ---- --------- -------- --------------- -------------
<S> <C> <C> <C> <C> <C>
John A. Williams......................... 1999 $325,000(3) $ 0 $193,442 14,192(4)
Chairman of the Board of Directors 1998 325,000(5) 0 182,170 82,542(4)
and Chief Executive Officer 1997 250,000 0 215,627 26,187
John T. Glover........................... 1999 325,000(3) 0 93,050 39,192(6)
Vice Chairman and Treasurer 1998 325,000(5) 0 100,924 178,422(6)
1997 250,000 0 143,980 26,187
Jeffrey A. Harris........................ 1999 325,000 75,000 265,410 30,000
President and Chief 1998 205,000 98,400 264,610 64,000
Operating Officer 1997 175,000 8,663 264,450 203,856
W. Daniel Faulk, Jr...................... 1999 230,000 65,000 0 28,261
President -- Post 1998 185,000 88,000 0 64,000
Apartment Development 1997 175,000 25,410 0 11,311
R. Byron Carlock, Jr.(7)................. 1999 220,000 83,500 54,000 50,606
Executive Vice President and Chief 1998 113,327 30,000 0 20,000
Investment Officer 1997 0 0 0 0
</TABLE>
- ------------------
(1) Amounts shown for Mr. Williams for 1999, 1998 and 1997 include (a) the cost
of tax and financial planning by third parties in the amounts of $70,804,
$76,885 and $91,174, respectively and (b) personal use of the corporate
aircraft in the amounts of $82,482, $83,508 and $123,013, respectively.
Amounts shown for Mr. Glover for 1999, 1998 and 1997 include (a) the cost of
tax and financial planning by third parties in the amounts of $37,702,
$39,190 and $49,534, respectively and (b) personal use of the corporate
aircraft in the amounts of $44,040, $48,477 and $93,003, respectively. The
amount shown for Mr. Harris for each of 1999, 1998 and 1997 includes (a)
forgiveness of indebtedness in the amount of $142,857 and (b) the cost of
tax payments related to the forgiveness of such indebtedness in the amount
of $115,353. The amount shown for Mr. Carlock for 1999 includes forgiveness
of indebtedness in the amount of $50,000.
(2) Includes options granted to Named Executive Officers for meeting certain
performance goals during the year set forth, but granted in the following
year.
(3) Includes $125,000 that each of Messrs. Williams and Glover elected to
receive in the form of 82,871 options to purchase common stock. These
options are not otherwise reflected in the table.
(4) Represents options granted in lieu of cash incentive compensation.
(5) Includes $75,000 that each of Messrs. Williams and Glover elected to receive
in the form of 26,132 options to purchase common stock. These options are
not otherwise reflected in the table.
(6) Includes options granted in lieu of cash incentive compensation.
(7) Joined Post in June 1998.
9
<PAGE> 13
OPTION GRANTS TABLE
The following table sets forth information regarding option grants during
1999 to each of the Named Executive Officers:
OPTION GRANTS
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------- VALUE OF ASSUMED
NUMBER OF PERCENT OF ANNUAL RATE OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------
GRANTED(1) FISCAL 1999 PER SHARE DATE 5% 10%
----------- ------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
John A. Williams...... 165,413(2) 12.8% $36.125 2/18/09 $3,757,987 $ 9,523,479
John T. Glover........ 261,293(3) 20.2 36.125 2/18/09 5,936,268 15,043,669
Jeffrey A. Harris..... 64,000 5.0 36.125 2/18/09 1,454,004 3,684,732
W. Daniel Faulk,
Jr.................. 64,000 5.0 36.125 2/18/09 1,454,004 3,684,732
R. Byron Carlock,
Jr.................. -- -- -- -- -- --
</TABLE>
- ------------------
(1) Excludes options granted in 2000 that were based on our 1999 performance.
(2) Represents 82,871 options granted in lieu of 1999 salary and 82,542 options
granted in 1999 for 1998 performance.
(3) Represents 82,871 options granted in lieu of 1999 salary and 178,422 options
granted in 1999 for 1998 performance.
FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information with respect to the
value of unexercised in-the-money options held by the Named Executive Officers
at December 31, 1999. These are options for which the exercise price is lower
than the closing price on that date. No options were exercised by the Named
Executive Officers during 1999.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
---------------------------------- ----------------------------------
NAME (EXERCISABLE) (UNEXERCISABLE)(1) (EXERCISABLE) (UNEXERCISABLE)(1)
---- ------------- ------------------ ------------- ------------------
<S> <C> <C> <C> <C>
John A. Williams................. 313,370 30,924 $1,090,688 $ --
John T. Glover................... 313,370 126,804 1,090,688 203,745
Jeffrey A. Harris................ 48,570 277,043 335,035 135,999
W. Daniel Faulk, Jr.............. 68,912 84,321 457,277 136,000
R. Byron Carlock, Jr............. -- 20,000 -- --
</TABLE>
- ------------------
(1) Based on a closing price of $38.25 per share of common stock on December 31,
1999.
PROFIT SHARING PLAN
We have adopted a qualified profit sharing plan for the benefit of our
employees (including our subsidiaries and affiliates). An officer who is an
employee is treated the same way as any other employee under the plan. An
employee is eligible to share in contributions made under the plan after he
10
<PAGE> 14
has been employed on the first day of a calendar year. Thereafter an employee
will share in the contributions, if any, made for each calendar year if he is an
employee on the last day of such calendar year. Each participating employee's
share of any contribution is (subject to certain limitations for highly
compensated employees) based on the ratio that his compensation for such year
bears to the compensation of all participating employees for such year.
Contributions made on behalf of participating employees are credited to an
account under the plan in his name, and his interest in such account begins to
vest upon the completion of three years of service as an employee. Upon the
completion of three years of service each employee has a 20% vested interest in
his account, which continues to vest at a rate of 20% for each year of service
such employee completes thereafter. Contributions are made based on a
discretionary amount determined by our management. The contributions, if any,
are made to a trust which is tax exempt. The assets of the trust are invested
for each participating employee by the trustee at the employee's discretion
among the alternatives available under the plan, including Post Properties
common stock. Our contributions to the plan were $346,000 in 1999, $179,000 in
1998 and $158,000 in 1997.
NONCOMPETITION AND EMPLOYMENT CONTRACT
Each of Messrs. Williams and Glover has entered into noncompetition
agreements with Post Properties and Post Apartment Homes, L.P. These agreements
prohibit each individual, subject to certain limited exceptions, from engaging
in managerial responsibilities directly or indirectly in the development,
operation, management, leasing or landscaping of any upscale multifamily
community for the period of his employment by us or our affiliates, including
Post Services, Inc. and for two years from the termination of his employment
and, subject again to certain exceptions and time limits, from pirating
employees or soliciting customers following a termination of employment or from
divulging trade secrets or confidential information. Each of Messrs. Williams
and Glover has entered into an employment contract with us, effective June 1,
1998 for a term of three years with automatic one year renewal terms subject to
termination. Termination is subject to six month notice by either us or the
executive. The contracts provide for annual base compensation equal to the
equivalent of $325,000 subject to any increases in base compensation approved by
the Compensation Committee as well as other benefits including the right to
participate in our bonus programs and stock option plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, Messrs. Blank, Rice and Shaw served as members of the
Compensation Committee. No member of the Compensation Committee was an officer
or employee of Post Properties or any of its subsidiaries during 1999 or any
prior year.
CERTAIN TRANSACTIONS
LANDSCAPING SERVICES
Some of our executive officers and directors employ Post Properties to
provide landscaping services through our landscaping affiliate, Post Landscape
Group, Inc. During 1999, we received landscaping fees of $241,209 from Mr.
Williams and $299,987 from Mr. Blank. As a result of these transactions,
$541,196 of landscape services revenue was recognized in our 1999 financial
statements. All landscaping services were provided to the directors at the
market price for the services and to the executive officers at the cost to us of
providing the services.
11
<PAGE> 15
INSIDER LOANS
In 1996, we loaned $1 million to Jeffrey A. Harris, one of our executive
officers, in order to purchase shares of our common stock. The loan bears no
interest and is payable on demand. We intend to forgive this loan in certain
installments equal to approximately $142,857 per year, providing that the we
meet certain performance targets. Under this criteria, we forgave $142,857.14 of
the loan during each of 1996, 1997, 1998 and 1999. There is currently
$428,571.44 remaining under the loan.
In 1998, we loaned $350,000 to R. Byron Carlock, Jr., one of our executive
officers. The loan bears interest at the Federal rate of interest as computed in
respect of short-term indebtedness by the Internal Revenue Service plus 0.25%.
We intend to forgive this loan in installments of $50,000 in June of each year.
We forgave $50,000 of this loan in 1999. There is currently $300,000 outstanding
under the loan.
In November 1999, our board of directors approved a Senior Management Stock
Ownership Program. Pursuant to this program, we made loans to senior officers in
the following principal amounts in December 1999:
<TABLE>
<CAPTION>
SENIOR OFFICER AMOUNT OF LOAN
- -------------- --------------
<S> <C>
W. Daniel Faulk, Jr...................................... $1,000,000
Jeffrey A. Harris........................................ 1,000,000
R. Byron Carlock, Jr..................................... 1,000,000
Arthur E. Lomenick....................................... 750,000
John B. Mears............................................ 750,000
R. Gregory Fox........................................... 750,000
Sherry W. Cohen.......................................... 500,000
Douglas S. Gray.......................................... 500,000
Thomas L. Wilkes......................................... 500,000
Joseph R. Taylor......................................... 250,000
James F. Duffy........................................... 250,000
Michelle G. Toups........................................ 250,000
Sheila J. Teabo.......................................... 250,000
----------
Total............................................... $7,750,000
==========
</TABLE>
The loans bear interest at 6.32%. Interest is payable quarterly and the
loans are due in full on the earlier of (1) the tenth anniversary of the date of
the note and (2) 30 days after the employee ceases for any reason to be an
employee of Post. The senior officers are expected to use the proceeds of the
loans to purchase shares of our common stock.
REPORT ON EXECUTIVE COMPENSATION
TO OUR SHAREHOLDERS:
The Compensation Committee is comprised of three independent, non-employee
directors. It is the Committee's responsibility to:
- Make recommendations and reports to the board of directors concerning
matters of executive compensation,
- Administer our executive incentive plans,
- Review compensation plans, programs and policies, and
12
<PAGE> 16
- Monitor the performance and compensation of executive officers.
In performing these duties, the Compensation Committee considers
recommendations from management along with other factors. The Compensation
Committee has available to it an executive compensation consultant, as well as
access to an extensive compensation database.
THE COMPENSATION COMMITTEE'S PHILOSOPHY
The Compensation Committee's philosophy on establishing executive
compensation programs is to:
- Foster a high performance culture that motivates and retains
high-performing executives,
- Direct the compensation program for the achievement of strategic
objectives that enhance shareholder value,
- Be more performance driven than our market, and
- Orient total compensation more toward incentive pay components rather
than base salary.
In 2000, our annual incentive plan will continue to reinforce the
pay-for-performance philosophy. Annual incentive opportunities will be targeted
at the market median for comparable REITs. Actual incentive payouts will be
determined based on a combination of corporate and business unit performance.
As further explained below in the section entitled "Annual Incentive Plan,"
our performance will have a prominent role in the determination of annual
incentive payouts, particularly for senior corporate executives. Our performance
will be judged based on FFO per share growth versus internally established goals
and total return to shareholders in comparison to a peer group of multifamily
REITs. This approach is more clearly aligned with the Committee's objective of
being more performance driven than our market and more closely links
compensation to enhancing shareholder value.
For employees with significant business unit responsibilities, a
substantial portion of the annual incentive will be earned based on achieving
predetermined operational and financial goals. Specific goals have been
established for all of our operating units.
BASE SALARY PROGRAM
Base salary levels are determined based on the Compensation Committee's
assessment of competitive market practices, individual performance over time,
and each individual's role and responsibilities in the organization.
Our base salaries for executive officers are competitive with market median
practices of other multifamily REITs and REITs of comparable size outside of the
multifamily asset class. The Compensation Committee intends to maintain this
posture for base salaries, provided the practice is serving our best interests.
Annual salary increases for executive officers take into account the
individual's performance, our overall financial performance and changes in the
competitive marketplace. The Compensation Committee considers a number of
factors when evaluating individual performance. They include the executive's
contribution in:
- Generating favorable financial performance,
- Promoting our values,
13
<PAGE> 17
- Improving product and service quality,
- Developing strong relationships with customers, suppliers, and employees,
and
- Demonstrating leadership abilities.
ANNUAL INCENTIVE PLAN
Our annual incentive plan (the "Plan") promotes our pay-for-performance
philosophy by communicating specific annual corporate and individual business
unit performance goals, based on our three-year strategic plan (which is updated
annually), and rewarding senior management for achievement of those goals. The
Plan is structured to foster teamwork among the executive officers and to focus
efforts on corporate results that directly impact shareholders, and to link
individual performance to our strategic plan.
In 1999, one of the corporate performance measures was per share growth in
Funds From Operations ("FFO"). FFO is defined as income or loss before minority
interests of unitholders of Post Apartment Homes, extraordinary items, and
non-recurring formation expenses and certain non-cash items, primarily
depreciation of real estate assets. Industry analysts consider FFO to be an
appropriate measure of the performance of an equity REIT. Total shareholder
return is the second measure of corporate performance utilized in the annual
incentive plan. Total shareholder return includes both share price appreciation
and dividends. Our total shareholder return performance was assessed relative to
a peer group of multifamily REITs. Another performance measure is individual
goals which are designed to promote achievement of our strategic goals and
recognize outstanding leadership and personal growth.
Target awards were established at the start of the year. Actual payouts
varied above or below target based on the performance level achieved.
LONG-TERM INCENTIVE PLAN
The Committee believes that the financial interests of executive officers
and managers should be closely aligned with those of shareholders through equity
ownership. Performance stock option plan grant guidelines for 1999 for executive
officers under the Post Properties, Inc. Employee Stock Plan were based on the
same criteria used for the Annual Incentive Plan and were based on our
performance, the performance of each business unit and, to a lesser extent,
individual performance. Based on performance in 1999, the Committee granted
461,765 options to our Executive Officers in February 2000.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Williams' compensation for 1999 of $325,000 consisted of a base salary,
annual bonus, and stock option grants. Mr. Williams was granted options to
purchase 82,871 shares of common stock in lieu of a salary increase in 1999.
This is consistent with the Compensation Committee's philosophy of emphasizing
both short-and long-term incentives, as opposed to base salary, in the overall
compensation package.
Under the existing annual incentive plan, Mr. Williams has the opportunity
to earn an annual bonus which is contingent upon our achieving predetermined FFO
per share objectives as well as our total shareholder return as measured
relative to a peer group of multifamily REITs. The Compensation Committee
believes that Mr. Williams' bonus payout opportunity at budgeted and outstanding
FFO performance is conservative versus market practices. In 1999, Mr. Williams
earned a bonus payout of $32,500 based on our performance. In order to reinforce
the link with shareholder interests, the
14
<PAGE> 18
Compensation Committee determined that it was in our best interests to grant Mr.
Williams options in lieu of his cash incentive bonus. Consequently, options to
purchase 14,192 shares of common stock having a Black-Scholes value of $2.29 per
share were granted to Mr. Williams in February 2000 in lieu of his cash
incentive bonus.
Mr. Williams will continue to participate in an annual incentive plan. In
an effort to more closely link Mr. Williams' bonus with value created for
shareholders, Mr. Williams' incentive will be determined not only based on
meeting FFO per share growth goals, but also by our achieving significant total
shareholder return objectives. Under the Plan, our total return performance will
be judged versus the performance of a peer group of multifamily REITs. We must
achieve a total shareholder return which is at least at the 60th percentile
among the peer group in order for Mr. Williams to receive incentive
compensation.
POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
The Omnibus Budget Reconciliation Act of 1993 placed certain limits on the
deductibility of non-performance based executive compensation for a company's
employees, unless certain requirements are met.
Currently, the Compensation Committee does not believe that there is risk
of losing deductions under the new law. However, in the future, the Compensation
Committee intends to consider carefully any plan or compensation arrangement
that might result in the disallowance of compensation deductions. It will use
its best judgment, taking all factors into account, including the materiality of
any deductions that may be lost versus our broader interests to be served by
paying adequate compensation for services rendered, before adopting any plan or
compensation arrangement.
THE FOREGOING REPORT SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY
GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF
1934 (TOGETHER, THE "ACTS"), EXCEPT TO THE EXTENT THAT WE SPECIFICALLY
INCORPORATE THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED
FILED UNDER SUCH ACTS.
By the Compensation Committee:
Arthur M. Blank
Charles E. Rice
J. C. Shaw
15
<PAGE> 19
STOCK PRICE PERFORMANCE GRAPH
The following stock price performance graph compares our performance to the
S&P 500 and the index of equity real estate investment trusts prepared by the
National Association of Real Estate Investment Trusts ("NAREIT"). The stock
price performance graph assumes an investment of $100 in Post Properties and in
the two indexes on January 1, 1994 and further assumes the reinvestment of all
dividends. Equity real estate investment trusts are defined as those which
derive more than 75% of their income from equity investments in real estate
assets. The NAREIT equity index includes all tax qualified real estate
investment trusts listed on the New York Stock Exchange, the American Stock
Exchange or the Nasdaq Stock Market. Stock price performance, presented
quarterly for the period from March 1, 1994 through December 31, 1999 is not
necessarily indicative of future results.
<TABLE>
<CAPTION>
Dec '93 Mar '94 Jun '94 Sep '94 Dec '94 Mar '95 Jun '95 Sep '95 Dec '95 Mar '96 Jun '96 Sep '96
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PPS 100.00 95.03 105.09 102.38 108.63 103.88 107.77 112.19 117.17 121.44 134.23 141.09
S&P 500 100.00 96.19 96.58 101.33 101.31 111.17 121.72 131.40 139.23 146.70 153.28 158.02
NAREIT 100.00 103.40 105.31 103.15 103.17 103.00 109.05 114.19 118.92 121.63 127.04 135.35
<CAPTION>
Dec '96 Mar '97 Jun '97 Sep '97 Dec '97 Mar '98 Jun '98 Sep '98 Dec '98 Mar '99 Jun '99 Sep '99
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PPS 157.09 150.90 162.95 162.05 168.07 167.96 164.52 168.02 169.75 163.11 189.92 185.49
S&P 500 171.19 175.78 206.47 221.94 228.32 260.16 268.77 242.03 293.57 308.18 329.92 309.29
NAREIT 160.86 161.98 170.04 190.13 193.45 192.55 183.72 164.39 159.59 151.90 167.22 153.77
<CAPTION>
Dec '99
<S> <C>
PPS 181.37
S&P 500 355.30
NAREIT 152.22
</TABLE>
THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE ACTS EXCEPT TO THE EXTENT THAT WE
SPECIFICALLY INCORPORATE THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.
OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and
directors and persons who beneficially own more than ten percent of our common
stock to file with the Securities and Exchange Commission certain reports with
respect to each such person's beneficial ownership of our equity securities.
Based solely upon a review of the copies of such reports and certain
representations of such persons, all such persons have complied with the
applicable reporting requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP has audited our accounts for fiscal year 1999
and has been appointed by the board of directors to continue in that capacity
for our fiscal year ending December 31, 2000. A representative of
PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the
opportunity to make a statement and will be available to respond to appropriate
questions.
16
<PAGE> 20
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the year ended December 31, 1999, including audited
financial statements, accompanies this Proxy Statement. The Annual Report does
not form any part of the material for the solicitation of proxies.
ANNUAL REPORT ON FORM 10-K
WE WILL PROVIDE WITHOUT CHARGE, AT THE WRITTEN REQUEST OF ANY HOLDER OF
COMMON STOCK OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH 15, 2000, A COPY OF
OUR ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
EXCEPT EXHIBITS THERETO. We will provide copies of the exhibits, if they are
requested by eligible shareholders, and we may impose a reasonable fee for
providing such exhibits. Request for copies of our Annual Report on Form 10-K
should be mailed to:
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327-3057
Attention: Secretary
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at our 2001 Annual
Meeting of Shareholders must be received by us on or before December 1, 2000 to
be eligible for inclusion in the Proxy Statement and form of proxy to be
distributed by the board of directors in connection with such meeting. Any
shareholder proposals intended to be presented from the floor at our 2001 Annual
Meeting of Shareholders must be received by us on or before April 10, 2001 or
the persons appointed as proxies may exercise their discretionary voting
authority with respect to the shareholder proposal.
OTHER MATTERS
The board of directors knows of no other matters to be brought before the
Annual Meeting.
17
<PAGE> 21
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by us. In an effort to
have as large a representation at the meeting as possible, special solicitation
of proxies may, in certain instances, be made personally or by telephone,
telegraph or mail by one or more of our employees. We also will reimburse
brokers, banks, nominees and other fiduciaries for postage and reasonable
clerical expenses of forwarding the proxy material to their principals who are
beneficial owners of our common stock. In addition, we have retained Corporate
Communications, Inc. to assist in the solicitation of proxies with respect to
shares of our common stock held of record by brokers, nominees and institutions
and, in certain cases, by other holders. Such solicitation may be made through
the use of mails, by telephone or by personal calls. The anticipated cost of the
services of Corporate Communications, Inc. is a fee of $5,000 plus expenses.
By Order of the Board of Directors,
/s/ SHERRY W. COHEN
Sherry W. Cohen
Executive Vice President and Secretary
Atlanta, Georgia
March 31, 2000
18
<PAGE> 22
POST PROPERTIES, INC.
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 17, 2000
The undersigned hereby appoints John A. Williams and John T. Glover each,
proxies, with full power of substitution and resubstitution, for and in the
name of the undersigned, to vote all shares of common stock of Post Properties,
Inc. The undersigned would be entitled to vote these shares if personally
present at the Annual Meeting of Shareholders, or at any adjournment thereof.
The Annual Meeting will be held on Wednesday, May 17, 2000, at 9:00 a.m., local
time, at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement, and will vote on the matters
described in both and upon any other business that may properly come before the
Annual Meeting of Shareholders or any adjournment thereof. Said proxies are
directed to vote on the matters described in the Notice of Annual Meeting of
Shareholders and Proxy Statement as follows, and otherwise in their discretion
upon such other business as may properly come before the Annual Meeting of
Shareholders or any adjournment thereof.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ON MAY
17, 2000. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
Please sign exactly as your name or names appear hereon. For more than one
owner as shown above, each should sign. When signing in a fiduciary or
representative capacity, please give full title. If this proxy is submitted by
a corporation, it should be executed in the full corporate name by a duly
authorized officer. If a partnership, please sign in partnership name by
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------------------------------------
POST PROPERTIES, INC.
- -------------------------------------------------
1. To elect two (2) directors to serve until the 2003
Annual Meeting of Shareholders:
<TABLE>
<S> <C> <C> <C>
For All With- For All
Nominees hold Except
(01) Herschel M. Bloom [ ] [ ] [ ]
(02) Russell R. French
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
NOMINEE(S) IN THE LIST ABOVE. YOUR SHARES WILL BE VOTED FOR THE REMAINING
NOMINEE(S)).
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THE
PROXY WILL BE VOTED FOR THE ABOVE-STATED PROPOSAL.
Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]
Please be sure to sign and date this Proxy. Date
---------------------------
- ---------------------------------- -----------------------------------------
Shareholder sign here Co-owner sign here
