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PS Business Parks rebuts ISS recommendation against executive pay program

PS Business ParksInc. has issued a letter refuting Institutional Shareholder Services'recommendation against the company's proposal to approve its executive compensationprogram.

The independent proxy adviser's statement relating PS BusinessParks' net income and revenue declines to CEO pay increases in 2014 and 2015 is"neither prudent nor appropriate" in that those reductions were the resultof asset sales and a smaller property base, the company said in an April 14 letterto shareholders.

The REIT added that ISS failed to mention certain of its achievements,including substantial gains and a special per-share dividend in 2014 after majorasset sales in 2014 and 2015, as well as common dividend increases in 2015 and 2016after management launched occupancy and cost containment efforts in 2015. PS BusinessParks has also grown to become among the five "highest rated" REITs, trumpingany of its public company peers, the company said.

PS Business Parks further said in its letter that it believesits executive compensation is aligned with performance, given that the compensationcommittee has put substantial weight on top executives' successful strategy execution,correct economic projections and "unwavering" financial discipline.

The company, in its March 24 proxy filing, said its board recommended that shareholders votein favor of the executive compensation proposal at the annual shareholder meetingscheduled for April 26. It also disclosed in the filing that director Michael McGeeis retiring and will notstand for board re-election at the meeting.

The proposed 2016 compensation package includes base salariesmaintained at 2015 levels and bonus target amounts set at 100% of base salary foreach executive officer if performance targets are achieved. The threshold for paymentof bonuses is tied to achieving targeted levels of growth in same park NOI and adjustedfunds available for distribution, according to proxy materials.