Item
5.02. Departure of Director or Principal Officers; Election of
Directors; Appointment of Principal Officers.
The Board
of Directors of Gyrodyne Company of America, Inc. (the “Company”) announced
today that it has appointed Gary J. Fitlin the Chief Financial Officer of the
Company. The appointment was made pursuant to an Offer Letter and a
Deferred Bonus Agreement, each executed on October 22, 2009 between the Company
and Mr. Fitlin (collectively, the “Agreements”).
Pursuant
to the Agreements, Mr. Fitlin will earn base salary of $158,000 per year plus
deferred bonus equal to $75,000 for each full year (or portion thereof) of
service during the three-year period ending October 21, 2012. The
deferred bonus payments will vest on October 21 of each of 2010, 2011 and 2012,
respectively. If a change-in-control of Gyrodyne occurs prior to any
vesting dates, Mr. Fitlin will receive the amount of any vested deferred
bonuses, plus a “pro rata” portion of the bonus for the current period for each
month of services rendered. The deferred bonus will only be paid upon
the earlier of a change-in-control of Gyrodyne or October 21, 2012, regardless
of when vesting occurs. Under the Agreements, a change-in-control is
deemed to occur upon the first to occur of any event described as either a
change in ownership or effective control of the Company, or in the ownership of
a substantial portion of the assets of the Company, as defined under Section
409A of the Internal Revenue Code.
Prior to
joining the Company, Mr. Fitlin served as Director of Accounting Implementation
for Lexington Realty Trust, a real estate investment trust, from July 2006 to
March 2008, where he was responsible for mergers and
acquisitions. Prior to that, Mr. Fitlin served as Vice President and
Corporate Controller for SourceMedia, a publisher and software solution
provider, from June 2005 to July 2006, where he was responsible for global
accounting, management reporting, tax compliance and planning, financial
systems, risk management and contract administration. Prior to that,
Mr. Fitlin served as Vice President and Corporate Controller for Edison School,
Inc., a global educational consulting company, from November 2002 to June 2005,
responsible for global finance.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release of Gyrodyne Company of America, Inc. dated October 26,
2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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GYRODYNE
COMPANY OF AMERICA, INC. |
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By:
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/s/ Stephen
V. Maroney |
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Stephen
V. Maroney
President, Chief Executive Officer and Treasurer
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Date: October
26, 2009 |
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