We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Libbey Inc | AMEX:LBY | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.7957 | 0 | 01:00:00 |
Filed by the Registrant
|
x
|
|
Filed by a Party other than the Registrant
|
o
|
|
|
o
|
Preliminary Proxy Statement
|
|
|
|
|
o
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
|
|
x
|
Definitive Proxy Statement
|
|
|
|
|
o
|
Definitive Additional Materials
|
|
|
|
|
o
|
Soliciting Material Pursuant to §240.14a-12
|
|
x
|
No fee required.
|
|
|
|
|
|
|
o
|
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:
|
|
|
|
|
|
o
|
Fee paid previously with preliminary materials.
|
|
|
|
|
|
|
o
|
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:
|
|
|
Board Recommendation
|
|
|
|
|
1
|
Elect two directors, both for a term of three years;
|
|
FOR
Ms. Moerdyk
and Mr. Orr |
|
|
WHEN
May 16, 2018
2:00 p.m. Eastern Daylight Saving Time
|
|
|
|||||
|
|
|||||
2
|
Vote, on an advisory basis, to approve executive compensation;
|
|
FOR
|
|
||
|
|
|
WHERE
Libbey Corporate Showroom
335 North St. Clair Street
Toledo, Ohio 43604
|
|||
|
|
|||||
3
|
Vote to ratify the appointment of Deloitte & Touche LLP as our independent auditors for the 2018 fiscal year; and
|
|
FOR
|
|
||
|
|
|||||
|
|
|
RECORD DATE
Close of business on March 19, 2018
|
|||
4
|
Transact such other business as properly may come before the meeting.
|
|
|
|
||
|
|
|||||
|
|
|
|
|
||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
|
|
||
|
|
|
||||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
Company Overview and Business Highlights
|
PROFITABLE GROWTH
|
|
OPERATIONAL EXCELLENCE
|
|
ORGANIZATIONAL EXCELLENCE
|
Improving marketing capabilities in new product development and innovation to drive profitable growth
|
|
Improving operating processes, systems and technology
|
|
Building winning teams that foster high performance and live our core values
|
•
|
We launched our new e-commerce platform in July, with over 300 products introduced.
|
•
|
Our innovation and development of new products drove approximately $17.6 million of sales.
|
•
|
We launched 225 new products at the International Housewares Show in March, 350 new products at the National Restaurant Association show in May, and 72 new products at the New York Table Top show in October.
|
•
|
We launched the new Urban Story
®
Collection as well as the Constellation™ Dinnerware Collection, which includes the first and exclusive use of the Microban
®
technology on ceramic dinnerware in the foodservice industry in the U.S. and Canada. (Microban
®
is a registered trademark of Microban Products Company.)
|
•
|
We completed an extensive program to re-position our Europe, Middle East and Africa (EMEA) operations and customer profitability profiles.
|
•
|
We began implementation of a re-balance of our production network.
|
•
|
We implemented a company-wide career development program to assist our employees in reaching their full potential and to deepen our talent bench.
|
•
|
2017 net sales of $781.8 million reflected a decrease of 1.5% from prior year.
|
•
|
Net loss was $93.4 million in 2017, compared to net income of $10.1 million in 2016, driven primarily by a non-cash goodwill impairment charge of $79.7 million associated with our Latin America segment as well as a $6.7 million charge related to the revaluation of deferred tax assets as a result of the latest U.S. tax reform.
|
•
|
Our Adjusted EBITDA (calculated as shown in
Appendix A
) for 2017 was $70.6 million, compared to $111.6 million in 2016.
|
•
|
Our stock price decreased from $19.46 on December 31, 2016, to $7.52 on December 31, 2017, reflecting annual total shareholder return (TSR) of (59)%, as shown in the following chart:
|
Comparison of Cumulative Five-Year Total Return
|
|
|
|
|
|
Indexed Returns Years Ending
|
||||||||
Company / Index
|
|
Base Period
Dec 2012 |
|
Dec 2013
|
|
Dec 2014
|
|
Dec 2015
|
|
Dec 2016
|
|
Dec 2017
|
Libbey Inc.
|
|
100
|
|
108.53
|
|
162.48
|
|
111.69
|
|
104.64
|
|
42.68
|
Russell 2000 Index
|
|
100
|
|
138.82
|
|
145.62
|
|
139.19
|
|
168.85
|
|
193.58
|
Peer Group
|
|
100
|
|
146.62
|
|
132.39
|
|
131.81
|
|
172.23
|
|
233.12
|
•
|
We fell short of target with respect to the financial performance measures under our 2017 Senior Management Incentive Plan (“SMIP”) and our 2015 Long-Term Incentive Plan (“LTIP”).
|
How to Vote
|
|
|
|
|
|
|
|
IN PERSON
|
|
VIA MAIL
|
|
VIA PHONE
|
|
VIA INTERNET
|
Bring the proxy card, notice document or email you received and bring other proof of identification and request a ballot at the Annual Meeting.
|
|
If you received printed copies of the proxy materials by mail, you may mark, date and sign the enclosed proxy card and return it in the postage-paid envelope that was provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.
|
|
Call on a touch-tone telephone, toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, on May 15, 2018. Make sure you have your proxy card, notice document or email that you received and follow the simple instructions provided.
|
|
Go to
www.proxyvote.com
, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, on May 15, 2018. Make sure you have available the proxy card, notice document or email that you received and follow the simple instructions provided.
|
Voting Proposals and Board Recommendations
|
PROPOSAL NO. 1
|
|
ELECTION OF DIRECTORS
|
|
Election of Ms. Carol B. Moerdyk and Mr. John C. Orr as Class I directors
|
|
The Board recommends a vote
FOR each Director Nominee
|
|
|
|
CAROL B. MOERDYK, 67
|
|
JOHN C. ORR, 67
|
Retired, Senior Vice President, International of OfficeMax Incorporated
Director Since 1998
Independent
|
|
Retired, President, Chief Executive Officer of Myers Industries, Inc.
Director Since 2008
Independent Lead Director Since 2016
|
Qualifications:
• Significant financial expertise developed through her experience as a CFA and public company chief financial officer
• Public company board and corporate governance experience
• Executive leadership and U.S. and international operations experience
Libbey Committees
• Compensation
• Nominating and Governance
Other Current Public Company Boards
• American Woodmark Corporation
|
|
Qualifications:
• Extensive international manufacturing and plant management experience
• Extensive organizational leadership experience
• Public company board and corporate governance experience
Libbey Committees
• Audit
• Nominating and Governance Chair
Other Current Public Company Boards
• None
|
|
|
|
DIRECTOR NOMINEES
|
|
||||||||
|
|
|
|
|
|
||||
ARE INDEPENDENT
|
|
HAVE SIGNIFICANT EXECUTIVE LEADERSHIP EXPERIENCE
|
|
HAVE OTHER PUBLIC COMPANY BOARD EXPERIENCE
|
|
HAVE U.S. AND INTERNATIONAL OPERATIONS EXPERIENCE
|
Name and Age
|
|
Independent
|
|
Director
Since |
|
Libbey
Committees |
|
Other Current
Public Company Boards |
Carlos V. Duno
, 70
|
|
Yes
|
|
2003
|
|
C (Chair)
|
|
None
|
Owner and CEO, The Hire Firm
|
|
|
|
|
|
N&G
|
|
|
William A. Foley
, 70
|
|
No
|
|
1994
|
|
|
|
Myers Industries, Inc.
|
Chairman & CEO, Libbey Inc.
|
|
|
|
|
|
|
|
|
Ginger M. Jones
, 53
|
|
Yes
|
|
2013
|
|
A (Chair)
|
|
None
|
VP and CFO, Cooper Tire & Rubber Company
|
|
|
|
|
|
C
|
|
|
Eileen A. Mallesch
,
62
|
|
Yes
|
|
2016
|
|
A
|
|
Fifth Third Bancorp
|
SVP and CFO, property and casualty insurance business of Nationwide Insurance (retired)
|
|
|
|
|
|
C
|
|
State Auto Financial Corp.
|
|
|
|
|
|
|
|
|
|
Deborah G. Miller
, 68
|
|
Yes
|
|
2003
|
|
A
|
|
Sentinel Group Funds, Inc.
|
CEO, Enterprise Catalyst Group
|
|
|
|
|
|
N&G
|
|
|
Steve Nave
, 48
|
|
Yes
|
|
2017
|
|
C
|
|
None
|
President, CEO and a director, Bluestem Group Inc. (retired)
|
|
|
|
|
|
|
|
|
BOARD SNAPSHOT
|
|
|
|
INDEPENDENT
|
TENURE OF LESS THAN
5 YEARS |
WOMEN
|
MINORITIES
|
7
/8
|
3
/8
|
4
/8
|
1
/8
|
|
|
|
|
Executive Compensation
|
PROPOSAL NO. 2
|
|
ADVISORY SAY-ON-PAY
|
|
RESOLVED, that the stockholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K.
|
|
The Board recommends a vote
FOR
this Proposal
|
SALARIES REDUCED
|
|
INCENTIVE PAYMENTS BELOW TARGET
|
|
OPTIONS UNDER WATER
|
|
DECLINE IN RSU VALUE
|
Voluntary 10% salary reduction for CEO and 5% salary reduction for other executives beginning May 1, 2017
|
|
LTIP payouts were only 19.7% of target; SMIP payouts were 63.0% to 85.0% of target
(1)
|
|
As of December 31, 2017, all NQSOs granted since 2010 are under water
|
|
RSUs granted in 2017 have declined in value since grant date
|
CEO Target Pay Opportunity vs. Realizable Pay
|
|
|
Target Pay includes: annualized base salary at the rate in effect before May 1, 2017, voluntary reduction; 2017 SMIP target opportunity as estimated at the time of grant; performance cash target opportunity under the 2015 LTIP (for the 2015-2017 performance cycle); the grant date fair value of RSUs and NQSOs granted in 2017 pursuant to our 2017 LTIP; and the value of "All Other Compensation" as reported in the Summary Compensation Table.
Realizable Pay includes: actual base salary; actual payout under the 2017 SMIP; actual performance cash payout under the 2015 LTIP (for the 2015-2017 performance cycle); the market value of RSUs and NQSOs granted in 2017 pursuant to our 2017 LTIP; and the value of "All Other Compensation" as reported in the Summary Compensation Table. The market value was determined by multiplying the number of RSUs by $7.52, the closing price of our common stock on the last trading day of 2017. The market value of all NQSOs granted in 2017 was $0, as all NQSOs granted in 2017 were under water as of December 31, 2017.
|
WHAT WE DO
|
|
WHAT WE DON’T DO
|
• We tie pay to performance by ensuring that a significant portion of executive pay is performance-based or at-risk. We set clear financial and strategic goals for corporate performance, and we differentiate based on individual performance against objectives determined early in the year.
• Periodically, we review market data relative to our peer group of companies, and we utilize tally sheets to ensure compensation opportunities are consistent with the Compensation Committee’s intent.
• We mitigate undue risk by emphasizing long-term incentives and using caps on potential payouts under both our annual and long-term incentive plans, clawback provisions in our Omnibus Incentive Plans, reasonable retention strategies, performance targets and appropriate Board and management processes to identify and manage risk.
• We have modest post-employment and change in control arrangements that apply to our executives, with severance multiples of less than or equal to 2x.
• We utilize “double-trigger” vesting of equity awards and non-equity incentives after a change in control.
• We provide only limited perquisites that we believe have a sound benefit to our business.
• We have stock retention requirements to enhance alignment of our executives’ interests with those of our shareholders.
• Our Compensation Committee retains an external, independent compensation consultant and other external advisors as needed.
|
|
• We do not maintain compensation programs that we believe create undue risks for our business.
• We do not provide significant additional benefits to executive officers that differ from those provided to all other U.S. employees.
• We do not permit repricing of stock options or SARs, nor do we permit buyouts of underwater stock options or SARs.
• We do not permit hedging, pledging or engaging in transactions involving derivatives of our stock.
• We do not have an employment agreement or change in control agreement with our CEO, nor is our CEO covered by our Executive Severance Compensation Policy.
• We do not have employment agreements with our executive officers.
• Our severance and change in control benefits do not include tax "gross-ups.".
|
|
Audit-Related Matters
|
PROPOSAL NO. 3
|
|
RATIFICATION OF INDEPENDENT AUDITORS
|
|
Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2018 fiscal year
|
|
The Board recommends a vote
FOR
this Proposal
|
PROPOSAL NO. 1
|
|
ELECTION OF DIRECTORS
|
|
Election of Ms. Carol B. Moerdyk and Mr. John C. Orr as Class I Directors.
|
|
The Board recommends a vote
FOR
each Director Nominee.
|
Libbey Board of Directors
|
REQUISITE CHARACTERISTICS FOR BOARD CANDIDATES
• the highest professional and personal ethics and values, consistent with long-standing Libbey values and standards
• broad experience at the policy-making level in business, government, education, technology or public interest
• commitment to enhancing shareholder value
• devotion of sufficient time to carry out the duties of Board membership and to provide insight and practical wisdom based upon experience
• expertise in areas that add strategic value to the Board - for example, e-commerce experience, consumer products experience; omni-channel experience; brand marketing experience; diversity of race, ethnicity, gender, age, cultural background or professional experience; broad international exposure or specific in-depth knowledge of a key geographic growth area; shared leadership model experience; extensive knowledge of the Company’s business or in a similar type industry or manufacturing environment; mergers and acquisitions; global business integration experience; significant sophisticated financial understanding or experience; global supply chain expertise; transformative change management experience; information technology or enterprise risk management implementation experience; sitting chief executive officer or chief financial officer of a public company; financial acumen; investor relations experience; and risk oversight or management experience
• serve on the boards of directors of no more than three other public companies and, if intending to serve on the Audit Committee of the Board, serve on the audit committees of no more than two other public companies
|
|
WILLIAM A. FOLEY
|
||
Class III
Age 70
Chief Executive Officer since 2016
Chairman since 2011
Director since 1994
|
Director Qualifications:
• Consumer product marketing experience, particularly in the glass tableware industry
• Significant organizational leadership and management skills
• Public company board and corporate governance experience
|
||
|
Professional Experience
Mr. Foley has been Libbey’s Chief Executive Officer since January 12, 2016. Since 2011, he also has served as Chairman of the Board, on which he has served as a director since 1994. Mr. Foley served as Chairman and Chief Executive Officer of Blonder Accents, LLC from June 2011 until November 2011 and served as Chairman and Chief Executive Officer of Blonder Company from 2008 until June 2011. Previously, Mr. Foley was President and a director of Arhaus, Inc.; co-founder of Learning Dimensions LLC; Chairman and Chief Executive Officer of LESCO Inc.; and Chairman and Chief Executive Officer of Think Well Inc. Mr. Foley also fulfilled the roles of Vice President, General Manager for The Scotts Company Consumer Division, and Vice President and General Manager of Rubbermaid Inc.’s Specialty Products division. Mr. Foley spent the first 14 years of his career with Anchor Hocking Corp. in various positions, including Vice President of Sales & Marketing of the Consumer and Industrial Products Group.
Education
Mr. Foley holds a bachelor’s degree from Indiana University and an M.B.A. from Ohio University.
Public Company Boards
Mr. Foley has been a member of the Board of Directors of Myers Industries, Inc. (NYSE: MYE) since 2011.
|
|
STEVE NAVE
|
||
Class III
Age 48
Nominated in 2017
Independent
|
Director Qualifications:
• Extensive e-commerce experience
• Deep knowledge of retail and consumer products industries
• Significant executive leadership experience
• Brand marketing expertise
|
||
|
Professional Experience
Mr. Nave is the retired President and Chief Executive Officer of Bluestem Group Inc., a holding company whose businesses include Bluestem Brands, Inc., a multi-brand, online retailer of a broad selection of name-brand and private label general merchandise through 16 unique retail brands. Mr. Nave served in that position from November 2014, when a subsidiary of Bluestem Group Inc. acquired Bluestem Brands, Inc., until February 2018, when he retired. Mr. Nave continues to serve as a director of Bluestem Group Inc. (since November 2014). From December 2012 until November 2014, Mr. Nave served as President and Chief Executive Officer and a director of Bluestem Brands, Inc. Prior to Bluestem, Mr. Nave held several executive leadership positions with Walmart.com, from its launch in 2000 until 2011, including Chief Financial Officer, Chief Operating Officer, and most recently as its chief executive, as well as serving as a senior officer of Wal-Mart Stores, Inc. From 1995 to 2000 he served in both the Audit and Mergers & Acquisitions practices of Ernst & Young, LLP, serving clients in the Retail & Consumer Products and Technology industries. Mr. Nave previously served on the board of directors of Shopzilla, Inc., a leading source of sales and consumer feedback for online merchants and retail advertisers in the United States and Europe.
Education
Mr. Nave has a bachelor’s degree in Accounting from Oklahoma State University.
Public Company Boards
None.
|
|
GINGER M. JONES
|
||
Class II
Age 53
Director since 2013
Independent
|
Director Qualifications:
• Experience as chief financial officer of a public company with
over $2 billion in revenues
• Significant executive leadership experience in financial strategy and experience in public audit functions, resulting in her qualification as an audit committee financial expert
• Experience in global supply chain
|
||
|
Professional Experience
Ms. Jones is the Vice President, Chief Financial Officer of Cooper Tire & Rubber Company (NYSE: CTB), where she has served since December 2014. Prior to joining Cooper, she served as Chief Financial Officer of Plexus Corp. (NASDAQ: PLXS), a global electronics, engineering and manufacturing services company, from April 2007 until May 2014 and was responsible for all finance, treasury, investor relations and information technology functions. A certified public accountant, Ms. Jones began her career with Deloitte & Touche, culminating in her role as audit manager for audits of middle market companies.
Education
She holds a bachelor’s degree in accounting from the University of Utah and an M.B.A. from The Ohio State University Fisher College of Business.
Public Company Boards
None.
|
The Board's Role and Responsibilities
|
•
|
Overseeing and providing policy guidance for the business, affairs and operations of the Company;
|
•
|
Selecting the CEO and electing the officers of the Company;
|
•
|
Monitoring overall corporate performance;
|
•
|
Overseeing and participating in the Company's strategic and business planning process;
|
•
|
Reviewing the annual business budget; and
|
•
|
Reviewing significant risks, issues and opportunities facing the Company and management's approach to addressing such risks, issues and opportunities.
|
Board Structure
|
INDEPENDENT LEAD DIRECTOR'S DUTIES
|
• Advising the Chairman and CEO as to an appropriate schedule of Board meetings, to ensure that the non-management directors can perform their duties responsibly while not interfering with ongoing company operations;
• Approving with the Chairman and CEO the information, agenda and schedules for the Board and Committee meetings;
• Advising the Chairman and CEO as to the quality, quantity and timeliness of the information submitted by management that is necessary or appropriate for the non-management directors to effectively and responsibly perform their duties;
• Recommending to the Chairman the retention of advisors and consultants to report directly to the Board;
• Calling meetings of the non-management directors;
• Developing the agendas for and serving as Chairman of the executive sessions of the Board’s non-management directors;
• Serving as principal liaison between the non-management directors and the Chairman and CEO on sensitive issues;
• Recommending to the Nominating and Governance Committee the membership of various Board Committees, as well as the selection of Committee chairperson;
• Serving as Chairman of the Board when the Chairman is not present;
• Serving as ex-officio member of each committee and regularly attending committee meetings; and
• Leading the evaluation of the CEO, including an annual evaluation of the CEO’s interactions with the directors and ability to lead and direct the full Board.
|
AUDIT COMMITTEE
|
|
Ginger Jones
(1)(2)
, Chair
Eileen A. Mallesch
(1)(2)
Deborah G. Miller
(2)
John C. Orr (1)(2)
Number of 2017 Meetings:
7
|
See
“
Audit-Related Matters – Report of the Audit Committee
” on page 58
.
|
|
|
COMPENSATION COMMITTEE
|
|
Carlos V. Duno, Chair
Ginger Jones
Eileen A. Mallesch Carol B. Moerdyk Steve Nave
Number of 2017
Meetings: 7 |
• Consider the potential impact of our executive pay program on our risk profile
• Review executive pay at comparable companies and recommend to the Board pay levels and incentive compensation plans for our executives
• Review and approve goals and objectives relevant to the targets of the executive incentive compensation plans
• Establish the CEO’s pay, and in determining the long-term incentive compensation component of the CEO’s pay, consider the Company’s performance, relative shareholder return, the value of similar awards to chief executive officers at comparable companies and the awards given to the CEO in prior years
• Annually evaluate the Compensation Committee’s performance and effectiveness
• Produce an annual report on executive compensation for inclusion in the proxy statement or annual report on Form 10-K, as required by the SEC
• Approve award grants under our equity participation plans and oversee and administer these plans
|
|
|
NOMINATING AND GOVERNANCE COMMITTEE
|
|
John C. Orr, Chair
Carlos V. Duno
Deborah G. Miller Carol B. Moerdyk
Number of 2017
Meetings: 4 |
• Develop and implement corporate governance policies and practices
• Establish a selection process for new directors to meet the needs of the Board, evaluate and recommend candidates for Board membership, assess the Board's performance and review that assessment with the Board and establish objective criteria to evaluate the CEO's performance
• Review director pay and recommend to the Board pay levels for our non-management directors
• Review plans for both emergency and orderly succession of the CEO
|
(1)
|
Determined by the Board to be qualified as an audit committee financial expert, as defined in SEC regulations.
|
(2)
|
Determined by the Board to be financially sophisticated and literate and to have accounting and related financial management expertise, as those qualifications are interpreted by the Board in its business judgment.
|
Board Processes
|
Non-Management Directors' Compensation
|
ELEMENT OF COMPENSATION
|
|
ANNUAL COMPENSATION AMOUNT
|
Annual Cash Retainer
|
|
$47,500
|
Independent Lead Director Cash Retainer
|
|
$20,000
|
Equity Award
|
|
On the date of each annual meeting of shareholders,
outright
grant of shares of common stock valued at $80,000 on the date of grant |
Committee Chair Cash Retainers
(in addition to Committee Member Cash Retainers)
|
|
$12,500 (Audit Committee and Compensation Committee)
$6,500 (Nominating and Governance Committee)
|
Committee Member Cash Retainers
|
|
$7,500 (Audit Committee and Compensation Committee)
$5,000 (Nominating and Governance Committee)
|
Other Fees
|
|
$500 per one-half day of service
|
Director Compensation for Year Ended December 31, 2017
|
|||||||||||
Director
|
|
Fees Earned or
Paid in Cash
($)
(1)
|
|
Stock Awards
($)
(2)
|
|
Change in Pension
Value and
Nonqualified Deferred
Compensation Earnings
($)
(3)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
Carlos V. Duno
|
|
72,500
|
|
79,998
|
|
0
|
|
0
|
|
152,498
|
|
Ginger M. Jones
|
|
75,000
|
|
79,998
|
|
0
|
|
0
|
|
154,998
|
|
Eileen A. Mallesch
|
|
62,500
|
|
79,998
|
|
0
|
|
0
|
|
142,498
|
|
Deborah G. Miller
|
|
60,000
|
|
79,998
|
|
0
|
|
0
|
|
139,998
|
|
Carol B. Moerdyk
|
|
60,000
|
|
79,998
|
|
0
|
|
0
|
|
139,998
|
|
Steve Nave
|
|
37,303
|
|
0
|
|
0
|
|
0
|
|
37,303
|
|
John C. Orr
|
|
90,000
|
|
79,998
|
|
0
|
|
0
|
|
169,998
|
|
(1)
|
Includes pay deferred into the Libbey common stock measurement fund pursuant to the Director DCP.
|
(2)
|
Represents the grant date fair value, determined in accordance with FASB ASC Topic 718, of awards of stock made to non-management directors on May 17, 2017. On that date, we awarded certain non-management directors stock having a grant date fair value of $8.12 per share.
|
(3)
|
We do not maintain a pension plan for our non-management directors. We do not guarantee any particular rate of return on any pay deferred pursuant to our deferred compensation plans. Dividends on pay deferred into the Libbey Inc. phantom stock or measurement fund under our deferred compensation plans for non-management directors accrue only if and to the extent payable to holders of our common stock. Pay deferred into interest-bearing accounts under our deferred compensation plans for non-management directors does not earn an above-market return, as the applicable interest rate is the yield on ten-year treasuries. Pay deferred into other measurement funds under our deferred compensation plans for non-management directors does not earn an above-market return, as that pay earns a return only if and to the extent that the net asset value of the measurement fund into which the pay is deemed invested actually increases.
|
PROPOSAL NO. 2
|
|
ADVISORY SAY-ON-PAY
|
|
We are providing shareholders the opportunity to cast an advisory vote with respect to the following resolution:
RESOLVED
, that the shareholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K.
|
|
The Board recommends a vote
FOR
this Proposal
|
PAY OBJECTIVE
|
|
SUPPORTIVE COMPONENTS OF 2017 PAY PROGRAM
|
Support our business strategy; drive long-term performance and shareholder value
|
|
• Annual and long-term incentive plan performance measures focused on growing our business profitably, improving our ability to generate cash, and improving our return on invested capital (ROIC)
• Strategic objectives that are closely tied to developing and executing our strategy
|
Align interests of executives and shareholders
|
|
• Performance-based annual and long-term incentive plans
• 81% of our CEO’s target pay opportunity is “at-risk”
• Growth in our stock price is required in order to deliver any value to named executives under NQSOs
• RSUs directly align interests of executives and shareholders
• Stock retention guidelines designed to require our executives to achieve ownership of meaningful amounts of our stock
|
Attract and retain highly talented and experienced senior executives who are key to implementing our strategy and achieving future success
|
|
• Market-driven total pay package
• NQSO and RSU grants that vest ratably over four years
|
Align executive pay program with corporate governance best practices
|
|
• Limited perquisites (tax return preparation and financial planning, executive health screening program, limited ground transportation and airline club membership)
• Limited severance pay arrangements
• Stock retention guidelines designed to require executives to achieve ownership of meaningful amounts of our stock
• Annual and long-term incentive awards and RSU and NQSO awards are subject to clawback
|
Compensation Discussion and Analysis
|
Named Executive
|
|
Title
|
William A. Foley
|
|
Chairman and Chief Executive Officer since January 11, 2016
|
James C. Burmeister
|
|
Vice President, Chief Financial Officer since joining Libbey on March 30, 2017
|
Veronica (Ronni) L. Smith
|
|
Vice President, Interim Chief Financial Officer from January 1, 2017, until March 30, 2017; from March 30, 2017, until August 10, 2017, Ms. Smith served as Vice President, Corporate Controller, and from August 10, 2017, until her retirement on December 31, 2017, Ms. Smith served as Vice President, Finance Operations
|
Annunciata (Nucci) Cerioli
|
|
Vice President, Chief Supply Chain Officer from December 1, 2014, until her employment ended March 31, 2017
|
Susan A. Kovach
|
|
Vice President, General Counsel and Secretary since July 2004
|
Salvador Miñarro Villalobos
|
|
Vice President, General Manager, U.S. and Canada from April 1, 2015, until his employment ended on January 15, 2018
|
Carol Summersgill
|
|
Vice President, Human Resources from September 1, 2016, until her employment ended on February 26, 2018
|
PROFITABLE
GROWTH
|
|
OPERATIONAL EXCELLENCE
|
|
ORGANIZATIONAL EXCELLENCE
|
Improving marketing capabilities in new product development and innovation to drive profitable growth
|
|
Improving operating processes, systems and technology
|
|
Building winning teams that foster high performance and live our core values
|
SALARIES REDUCED
|
|
INCENTIVE PAYMENTS BELOW TARGET
|
|
OPTIONS UNDER WATER
|
|
DECLINE IN RSU VALUE
|
Voluntary 10% salary reduction for CEO and 5% salary reduction for other executives beginning May 1, 2017
|
|
LTIP payouts were only 19.7% of target; SMIP payouts were 63.0% to 85.0% of target
(1)
|
|
As of December 31, 2017, all NQSOs granted since 2010 are under water
|
|
RSUs granted in 2017 have declined in value since grant date
|
Named Executive
|
|
Annualized Salary Before April 1, 2017
($) |
|
Annualized Salary Effective April 1, 2017
($) |
|
Annualized Salary Effective May 1, 2017
(1)
($) |
W. Foley
|
|
825,000
|
|
825,000
|
|
742,500
|
J. Burmeister
|
|
375,000
|
|
375,000
|
|
356,250
|
V. Smith
|
|
270,307
|
|
278,416
|
|
278,416
|
A. Cerioli
|
|
440,004
|
|
N/A
|
|
N/A
|
S. Kovach
|
|
343,250
|
|
353,548
|
|
335,870
|
S. Miñarro
|
|
357,041
|
|
362,397
|
|
344,277
|
C. Summersgill
|
|
300,000
|
|
309,000
|
|
293,550
|
•
|
In order to simplify the plan design and focus the executives on key financial measures and Company-wide strategic objectives, each executive's annual incentive award opportunity under the 2018 SMIP will be based 65% on financial metrics (40% adjusted cash earnings, 10% revenue from new products, 15% e-commerce revenue) and 35% on shared non-financial strategic objectives. Because the plan design will not include individual objectives, the Committee will have the ability to adjust each executive's payout up or down to reflect exceptional or unsatisfactory individual performance.
|
•
|
Each executive's target opportunity under the 2018 LTIP will consist of restricted stock units with an economic value on the date of grant equal to 50% of the target opportunity and performance cash with a target value of 50% of the target opportunity.
|
•
|
The Committee elected to award the equity component of the 2018 LTIP entirely in RSUs to conserve shares under its incentive plans and manage its burn rate in light of the decline in the Company's stock price.
|
•
|
The Committee elected to use adjusted EBITDA as the financial metric for the performance cash component of the 2018 LTIP (for the 2018-2020 performance cycle) for the following reasons:
|
◦
|
After the Company's disappointing performance in 2017, including failure to achieve threshold with respect to the adjusted cash earnings metric of the 2017 SMIP, the Committee felt it was imperative to re-focus management on the primary drivers of cash earnings;
|
◦
|
Given the asset intensity of our business, as well as our relatively high degree of financial leverage, the Committee believes that adjusted EBITDA is an appropriate measure of core operating performance;
|
◦
|
Adjusted EBITDA is regularly used by the Company internally to measure profitability; and
|
◦
|
We believe adjusted EBITDA is used by investors, analysts and other interested parties in comparing our performance across reporting periods and in comparing Libbey to other companies with different capital and legal structures.
|
•
|
For the same reasons as noted above with respect to the 2018 LTIP, in February 2018, the Committee modified the performance cash component of the 2016 LTIP (2016-2018 performance cycle) and 2017 LTIP (2017-2019 performance cycle) to provide that the performance metric for the 2018 and 2019 plan years would be based on adjusted EBITDA as opposed to ROIC. See
"What pay did Libbey's executives receive for 2017? - Long-Term Performance-Based Compensation,"
below for additional information.
|
•
|
Competitiveness
- Overall, the mix and levels of compensation should be reasonably comparable to appropriate peer companies so that the Company can continue to attract, retain and motivate high performing executives in an environment where companies are increasingly competing for high-caliber talent. Recognizing that Libbey’s size, manufacturing asset intensity and multi-channel characteristics make identifying appropriate peer companies especially challenging, the general guideline is to target compensation at the median; however, individual positions may have target compensation mix and/or levels above or below the median depending on an evaluation of relevant factors, including experience, performance, time in position, and what is needed to attract the best talent for key positions, particularly when the Company recruits from much larger companies.
|
•
|
Pay for Performance
- Major components of compensation should be tied to the Company’s overall performance. Base salary and annual incentive compensation also should be tied to the performance of the individual executive and his or her specific business unit or function.
|
•
|
Values
- While the Company’s pay for performance philosophy should reward the achievement of financial and strategic objectives, the manner in which results are achieved is also important in assessing base salary adjustments and annual performance bonus payments. Therefore, while not always directly quantifiable, the manner in which the executive achieves results through collaboration and leadership - in keeping with the Company’s set of core values, notably teamwork, performance, continuous improvement, respect, development, and customer focus - are key considerations in the individual performance review process.
|
•
|
Judgment
- In assessing the executive’s contributions to the Company’s performance, the Committee looks to results-oriented performance measures, but also considers the long-term impact of an executive’s decisions. The CEO and Committee use their judgment and experience to evaluate whether an executive’s actions were aligned with the Company’s values and cultural elements.
|
•
|
Accountability for Short- and Long-Term Performance
- Annual and long-term incentives should reward an appropriate balance of short- and long-term financial and strategic business results, with an emphasis on managing the business for the long term. Such incentives should have a clear, direct and balanced link to the Company’s financial and strategic objectives.
|
•
|
Alignment to Shareholders’ Interests
- Long-term incentives should align the interests of individual executives with the long-term interests of the Company’s shareholders.
|
•
|
Simplicity
- The Company strives to the extent practicable to make its compensation programs straightforward, simple to understand, and easy to administer and evaluate for competitiveness and appropriateness.
|
•
|
Reasonableness
- Indirect executive compensation programs are designed to be reasonable and appropriate, with executive perquisites applied conservatively but judiciously.
|
Type of Pay
|
|
Element
|
|
Key Characteristics
|
|
Objectives
|
Base salary
|
|
Base salary
|
|
Fixed component; reviewed annually
|
|
Talent attraction and retention
|
|
|
|
|
|
|
|
Incentive-Based Pay
|
|
Annual cash incentive award under our 2017 SMIP
|
|
At-risk variable pay opportunity for short-term performance; no guaranteed minimum payout; maximum payout equal to 200% of target; payout is based 50% on adjusted cash earnings and 50% on strategic objectives
|
|
Talent attraction and retention; motivation; alignment with key business and financial objectives and strategies; alignment with shareholder interests
|
|
|
|
|
|
|
|
|
|
Long-term performance cash incentive awards under our 2017 LTIP
|
|
Formula-driven, at-risk cash award that comprises 50% of LTIP opportunity; no guaranteed minimum payout; maximum payout equal to 200% of target; payout based on ROIC for each year through 2017
|
|
Talent attraction and retention; motivation; alignment with key business and financial objectives and strategies; alignment with shareholder interests
|
|
|
|
|
|
|
|
Time-Based Pay
|
|
NQSOs granted under our 2017 LTIP
|
|
Comprise 20% of LTIP opportunity; at risk; exercise price equal to closing stock price on grant date; generally awarded annually; vest ratably over four years beginning on a date not earlier than the first anniversary of the date the award is approved; expire ten years from grant date
|
|
Talent attraction and retention; motivation; alignment with shareholder interests
|
|
|
|
|
|
|
|
|
|
RSUs granted under our 2017 LTIP
|
|
Comprise 30% of LTIP opportunity; at risk; vest ratably over four years beginning on a date not earlier than the first anniversary of the date the award is approved; no dividends or voting rights with respect to unvested RSUs
|
|
Talent attraction and retention; motivation; alignment with shareholder interests
|
Element
|
|
Key Characteristics
|
|
Objectives
|
Perquisites
|
|
Direct payment or reimbursement of personal financial planning and tax return preparation fees; annual executive health screening and related services; ground transportation for trips between Toledo, Ohio, and the Detroit/Wayne County Metropolitan airport for the executive when traveling for business purposes and the executive's spouse when traveling together; membership in one airline club of the executive's choice; for executives relocating at Libbey's request, moving and related expenses associated with the move (may also include loss-on-sale protection when necessary to attract talent); and, for Mr. Foley, a housing allowance for housing in the Toledo, Ohio, area since his primary residence is in the Cleveland, Ohio, area
|
|
Talent attraction and retention
|
|
|
|
|
|
Welfare and
retirement benefits |
|
Medical, dental and life insurance benefits for U.S. executives on the same basis as for all U.S. salaried employees; matching contributions to our 401(k) savings plan on the same basis as for all U.S. salaried employees; for Ms. Kovach only, retirement benefits under our Salary Plan (a qualified retirement plan for all U.S. salaried employees hired before January 1, 2006) and our Supplemental Retirement Benefit Plan ("SERP") (an excess, non-qualified plan designed to provide substantially identical retirement benefits as the Salary Plan to the extent the Salary Plan cannot provide those benefits due to IRS limitations; no enhanced credit has ever been provided). Company contribution credits under the Salary Plan and the SERP were discontinued at the end of 2012
|
|
Talent attraction and retention
|
|
|
|
|
|
Limited Income Protection
|
|
Separation benefits under change in control agreements or our executive severance policy; contingent component payable only if employment is terminated under specified circumstances
|
|
Talent attraction and retention
|
SALARY HIGHLIGHTS
|
• 10% voluntary salary reduction for CEO beginning May 1, 2017
• 5% voluntary salary reduction for other then-current executives beginning May 1, 2017
|
SMIP HIGHLIGHTS
|
• Annual Cash Incentive Award
• Based 50% on Company's adjusted cash earnings and 50% on performance against strategic objectives
• Below-target payouts ranging from 63% to 85% (excluding Ms. Cerioli)
|
Named Executive
|
|
Target Award as a
Percentage of Full-Year Base Salary |
|
Target Award
as Estimated in March 2017 ($) |
|
Target Award based
on Actual Full-Year Base Salary ($) |
|
W. Foley
|
|
100%
|
|
825,000
|
|
770,000
|
|
J. Burmeister
|
|
60%
|
|
169,922
|
|
162,812
|
|
V. Smith
|
|
40%
|
|
110,556
|
|
110,556
|
|
A. Cerioli
|
|
60%
|
|
267,962
|
|
66,001
|
|
S. Kovach
|
|
50%
|
|
175,487
|
|
169,595
|
|
S. Miñarro
|
|
60%
|
|
218,241
|
|
209,387
|
|
C. Summersgill
|
|
50%
|
|
153,375
|
|
148,225
|
|
Adjusted Cash Earnings
|
|
|
|
|
|
|
||
Full-Year Cash Earnings
(dollars in thousands) |
|
Percent of Targeted
Cash Earnings |
|
Performance
Level |
|
Payout
Percentage |
||
|
$119,596
|
|
|
110.0%
|
|
Maximum
|
|
200%
|
|
$108,724
|
|
|
100.0%
|
|
Target
|
|
100%
|
|
$86,979
|
|
|
80.0%
|
|
Threshold
|
|
50%
|
< $86,979
|
|
|
< 80.0%
|
|
Below Threshold
|
|
0%
|
Item
|
|
Amount of Adjustment to Company-Wide Cash Earnings
($)
|
|
Reorganization charges
|
|
2,488,000
|
|
Mexico Goodwill Impairment
|
|
79,700,000
|
|
Total
|
|
82,188,000
|
|
Develop talent
|
|
|
|
|
||||
|
|
|
|
|
|
|||
Strategy Link:
|
Supports organizational excellence
|
|
Measure
|
Threshold
|
Target
|
Maximum
|
Actual Performance
|
|
Applicable NEOs:
|
All
|
|
Non-financial
|
Complete individual development plans and development meetings for all Top 40 leaders
|
Complete individual development plans and meetings for all top talent
|
In addition, each member of the leadership team leads a development training session
|
Completed individual development plans for all top talent plus each member of leadership team led a development training session
|
|
Weight:
|
10.0% to 25.0% per applicable NEO
|
|
|
|||||
|
|
|
|
|
||||
|
|
|
|
(3 rating)
|
(4 rating)
|
(5 rating)
|
5 rating
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Individual Objective
|
|
||
Mr. Foley
|
|
• Develop corporate growth strategy
|
|
|
• Production network re-balancing assessment and implementation
|
|
|
• Build customer relationships
|
|
|
|
Mr. Burmeister
|
|
• Assess internal controls and improve enterprise risk management mitigation
|
|
|
• Establish business partnerships
|
|
||
Ms. Smith
|
|
• Ensure smooth CFO and Corporate Controller transitions
|
|
|
• Fulfill duties as interim CFO
|
|
||
Ms. Kovach
|
|
• Develop intellectual property strategy
|
|
|
• Oversee resolution of Mexican tax assessment
|
|
||
Mr. Miñarro
|
|
• Manage U.S. & Canada inventory
|
|
|
• Achieve U.S. & Canada budgeted regional revenue
|
|
||
Ms. Summersgill
|
|
• Executive leadership team development
|
|
|
• Create culture transformation strategy
|
Strategic Objectives
|
|
|
Overall Rating
|
|
Payout Percentage
|
above 4.5
|
|
176% - 200%
|
4.1 - 4.5
|
|
151% - 175%
|
3.6 - 4.0
|
|
126% - 150%
|
3.1 - 3.5
|
|
101% - 125%
|
2.6 - 3.0
|
|
76% - 100%
|
2.0 - 2.5
|
|
51% - 75%
|
below 2.0
|
|
0% - 50%
|
Named Executive
|
|
Target Award as a
Percentage of Full-Year Base Salary |
|
Target Award based
on Actual Full-Year Base Salary ($) |
|
Cash Earnings Component Payout Score (50% of overall payout)
|
|
Strategic Objectives Component Payout Score (50% of overall payout)
|
|
Total Payout as Percent of Target
|
|
Actual Award
($) |
|
W. Foley
|
|
100%
|
|
770,000
|
|
|
0%
|
|
150%
|
|
75%
|
|
577,500
|
J. Burmeister
|
|
60%
|
|
162,812
|
|
|
0%
|
|
170%
|
|
85%
|
|
138,391
|
V. Smith
|
|
40%
|
|
110,556
|
|
|
0%
|
|
150%
|
|
75%
|
|
82,917
|
A. Cerioli
|
|
60%
|
|
66,001
|
|
|
0%
|
|
0%
|
|
0%
|
|
0
|
S. Kovach
|
|
50%
|
|
169,595
|
|
|
0%
|
|
140%
|
|
70%
|
|
118,716
|
S. Miñarro
|
|
60%
|
|
209,387
|
|
|
0%
|
|
126%
|
|
63%
|
|
131,914
|
C. Summersgill
|
|
50%
|
|
148,225
|
|
|
0%
|
|
170%
|
|
85%
|
|
125,991
|
LTIP HIGHLIGHTS
|
• Long-term performance cash incentive award
• Based on Company's ROIC for each year through 2017 and EBITDA for 2018 and each year thereafter
• Below target payout of 19.7% for 2015 LTIP (for the 2015-2017 performance cycle)
• 2016 LTIP (for 2016-2018 performance cycle) and 2017 LTIP (for 2017-2019 performance cycle) both tracking below target
|
Named Executive
|
|
2017 Target Long-Term Award
as a Percentage of Annualized Base Salary |
W. Foley
|
|
300%
|
J. Burmeister
|
|
100%
|
V. Smith
|
|
70%
|
A. Cerioli
|
|
120%
|
S. Kovach
|
|
95%
|
S. Miñarro
|
|
120%
|
C. Summersgill
|
|
80%
|
•
|
A performance component under our 2015 LTIP (for the 2015-2017 performance cycle) that provides for cash awards if and to the extent we achieve our targeted return on invested capital (ROIC) for each of the three 1-year performance periods included in the three-year performance cycle; a performance component under our 2016 LTIP (for the 2016-2018 performance cycle) and 2017 LTIP (for the 2017-2019 performance cycle) that provides for cash awards if and to the extent we achieve our targeted return on invested capital (ROIC) for 2017 and our targeted earnings before interest, tax, depreciation and amortization (EBITDA) for each of the remaining one-year performance periods included in the three-year performance cycle. Because of ROIC's relationship to total shareholder return, the Committee believed that using ROIC as a performance measure would align with the long-term interests of our shareholders. After the Company's disappointing performance in 2017, for any performance cycle of which 2018 or 2019 is a part the Committee chose to change the metric for performance in each of those two years from ROIC to adjusted EBITDA to re-focus management on the primary drivers of cash earnings. For additional discussion of the Committee's rationale in replacing ROIC with adjusted EBITDA, see
"Looking Ahead: 2018 Compensation Program Changes"
on page 25. The scale used to determine the payout score for each of the three 1-year performance periods is reset for each performance period to correlate with targeted ROIC or targeted adjusted EBITDA, as applicable, for that year. The amount of the final payout, if any, will be determined based on the average of the three discrete, single-year payout scores. In deciding to set annual goals
|
◦
|
For any performance cycle of which 2015 is a part, our 2015 ROIC target was 12.9%. We achieved ROIC of 10.9% in 2015, resulting in a payout score for the 2015 calendar year of 0%, as determined according to the following scale:
|
Basis Points Above or Below 2015 Targeted ROIC
|
|
Payout Score
|
+50
|
|
200%
|
0
|
|
100%
|
-70
|
|
50%
|
Less than -70
|
|
0%
|
◦
|
For any performance cycle of which 2016 is a part, our 2016 ROIC target was 10.8%. We achieved ROIC of 9.9% in 2016, resulting in a payout score for the 2016 calendar year of 59%, as determined according to the following scale:
|
Basis Points Above or Below 2016 Targeted ROIC
|
|
Payout Score
|
+100
|
|
200%
|
0
|
|
100%
|
-150
|
|
25%
|
Less than -150
|
|
0%
|
◦
|
For any performance cycle of which 2017 is a part, our 2017 ROIC target was 9.2%. In setting the target, the Committee considered the Company's prior-year performance and alignment with the Company's annual operating plan and long-term strategic initiatives. The volatile global economy, decline in restaurant traffic, shift in retail sales toward e-commerce, and competitive pricing environment of 2016 were expected to continue in 2017. The realities of the business environment led the Company to shift its priorities from aggressive growth toward improving marketing and new product development capabilities and innovation, improving customer relationships, and simplifying the business - all of which would support future sustainable, profitable growth. The Committee believed that a 2017 ROIC target of 9.2% would prove sufficiently challenging to achieve. In February 2018, the Committee determined that we had achieved 2017 ROIC of 3.1%, resulting in a payout score for the 2017 calendar year of 0%, as determined according to the following scale:
|
Basis Points Above or Below 2017 Targeted ROIC
|
|
Payout Score
|
+50
|
|
200%
|
0
|
|
100%
|
-100
|
|
50%
|
Less than -100
|
|
0%
|
Named Executive
|
|
2015 LTIP Cash Target
($)
|
|
2015 LTIP Cash Payout
($) |
|
2015 LTIP Cash Payout as a Percentage of Target
|
W. Foley
(1)
|
|
660,000
|
|
130,020
|
|
19.7%
|
J. Burmeister
(1)
|
|
37,911
|
|
7,468
|
|
19.7%
|
V. Smith
|
|
65,802
|
|
12,963
|
|
19.7%
|
A. Cerioli
(1)
|
|
105,012
|
|
20,687
|
|
19.7%
|
S. Kovach
|
|
124,153
|
|
24,458
|
|
19.7%
|
S. Miñarro
|
|
168,019
|
|
33,100
|
|
19.7%
|
C. Summersgill
(1)
|
|
32,356
|
|
6,374
|
|
19.7%
|
(1)
|
Prorated to reflect the portion of the performance cycle during which the named executive was employed.
|
EQUITY HIGHLIGHTS
|
• Annual awards under LTIP, although mix may change from year to year
• RSU value at time of award is equal to 30% of LTIP target opportunity
• NQSO value at time of award is equal to 20% of LTIP target opportunity
• 4-year ratable vesting
|
EQUILAR TOP 25 PEER GROUP
|
||
Apogee Enterprises, Inc.
|
Infinera Corporation
|
Oxford Industries, Inc.
|
Callaway Golf Company
|
Integra LifeSciences Holding Corp.
|
PGT, Inc.
|
Coherent, Inc.
|
Kate Spade & Company
|
Quanex Building Products Corp.
|
Deckers Outdoor Corporation
|
Lindsay Corporation
|
Trex Company, Inc.
|
ESCO Technologies Inc.
|
lululemon athletica inc.
|
TriMas Corporation
|
Ethan Allen Interiors Inc.
|
M/A-COM Technology Solutions Holdings, Inc.
|
Vera Bradley, Inc.
|
Graco, Inc.
|
MTS Systems Corporation
|
|
•
|
The maximum number of shares underlying RSUs, NQSOs and/or SARs that the CEO was authorized to award to all eligible individuals was 125,000;
|
•
|
The exercise price of any NQSOs and/or SARs awarded could not be less than the closing price of the Company's common stock on the grant date;
|
•
|
The RSUs, NQSOs and/or SARs awarded could vest no more rapidly than ratably on the first, second and third anniversaries of the grant date;
|
•
|
The CEO was authorized to make awards only outside "quiet periods";
|
•
|
The CEO was required to report at least quarterly to the Compensation Committee regarding the nature and scope of awards made pursuant to this authority; and
|
•
|
The agreements pursuant to which RSUs, NQSOs, and/or SARs were granted must be in substantially the form approved by the Committee from time to time.
|
•
|
we are required, as a result of misconduct, to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws; and
|
•
|
the award recipient knowingly engaged, or was grossly negligent in engaging, in the misconduct, or knowingly failed, or was grossly negligent in failing, to prevent the misconduct or is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002.
|
•
|
An appropriate mix of fixed and variable, short-term and long-term, and cash and equity compensation;
|
•
|
Compensation Committee discretion regarding individual executive awards;
|
•
|
Oversight by non-participants in the plans;
|
•
|
Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results;
|
•
|
Executive incentive awards are subject to forfeiture and clawback;
|
•
|
Prohibition against hedging, pledging and engaging in transactions involving derivatives of our stock;
|
•
|
Stock ownership/retention requirements for our executives; and
|
•
|
"Double-trigger" vesting of equity awards and non-equity incentives after a change in control.
|
•
|
Accrued Benefits; and
|
•
|
For the year in which termination occurs, a prorated award under our SMIP based on actual performance.
|
•
|
A prorated target award under the performance cash component of the LTIP for any performance cycle in effect on the date of death or permanent disability, paid as soon as administratively feasible; and
|
•
|
Immediate vesting of all unvested NQSOs and RSUs.
|
•
|
As to performance-based cash compensation under our LTIP, payment of the amount actually earned for each performance cycle in effect on the date of termination, prorated to the termination date; however, the amounts will not be prorated if the termination is in connection with a change in control; and
|
•
|
Immediate vesting of unvested NQSOs and RSUs granted in 2017 that are scheduled to vest within one year of the termination date and immediate vesting of all unvested NQSOs and RSUs granted in 2016; however, all unvested NQSOs and RSUs, regardless of the year in which they were granted, will vest if the termination is in connection with a change in control.
|
•
|
As to performance-based cash compensation under our LTIP, payment of the amount actually earned for each performance cycle in effect on the date of termination, prorated to the termination date; and
|
•
|
Immediate vesting of all unvested NQSOs and RSUs granted in 2016.
|
•
|
parties to change in control agreements that provide for payments under the circumstances described below in the event of a termination of employment in connection with a Change in Control; and
|
•
|
covered by our Executive Severance Compensation Policy, which provides for certain separation benefits in the event of termination of employment without Cause absent a Change in Control.
|
|
|
Death or
Disability |
|
Termination
for Cause or Quit without Good Reason |
|
Quit for
Good Reason |
|
Termination
without Cause |
|
Termination without Cause
or Quit for Good Reason in connection with Change in Control |
||
|
|
All
Non-CEO NEOs |
|
All
Non-CEO NEOs |
|
All
Non-CEO NEOs |
|
Mr. Burmeister
(1)
|
|
All other
Non-CEO NEOs |
|
All
Non-CEO NEOs |
Cash
Severance |
|
None
|
|
None
|
|
None
|
|
6 months’ salary continuation + lump sum 50% of target annual incentive
|
|
12 months’ salary continuation + lump sum target annual incentive
|
|
Lump sum 2x annual salary + target annual incentive
(3)
|
Annual
Cash Incentive (SMIP) |
|
None
|
|
None
|
|
None
|
|
Prorated for the year and subject to actual performance
|
|
Prorated for the year and subject to actual performance
|
||
Long-Term
Performance Cash Incentive |
|
Prorated target award for any current performance cycle
|
|
None
|
|
Prorated for the performance cycles and subject to actual performance
(1)
|
|
Prorated for the performance cycles and subject to actual performance
(2)
|
|
Prorated for the performance cycles and subject to actual performance
(2)
|
||
Restricted
Stock Units and Non-qualified Stock Options |
|
All awards immediately vest
|
|
Forfeit all unvested
awards |
|
Forfeit all
unvested awards |
|
Awards scheduled to vest within 1 year immediately vest
|
|
All awards immediately vest
|
||
Health,
Welfare and Other Benefits |
|
Accrued
Benefits only |
|
Accrued
Benefits only |
|
Accrued
Benefits only |
|
Accrued Benefits; 6 months’ continued dental/health benefits; 1 year outplacement services
|
|
Accrued Benefits;
1 year continued dental/health benefits; 1 year outplacement services |
|
Accrued Benefits; 18 months continued dental/health/life insurance benefits; outplacement services with cost to Libbey ≤15% base salary; financial planning services with cost to Libbey ≤$10,000
|
Conditions
to Payment of Benefits |
|
None
|
|
None
|
|
None
|
|
Release of claims against Libbey; Confidentiality obligations; Obligation to assign intellectual property rights; Obligation to assist with litigation; 1 year obligation not to interfere with customer accounts, compete, divert business opportunities, solicit our employees, or disparage us
|
|
Release of claims against Libbey; Confidentiality obligations; Obligation to assign intellectual property rights; Obligation to assist with litigation; 1 year obligation not to interfere with customer accounts, compete, divert business opportunities, solicit our employees, or disparage us
|
(1)
|
The above table assumes a termination date of December 31, 2017. If Mr. Burmeister's employment is terminated without Cause after he has been employed by the Company for at least 18 months, he will receive the same termination benefits as the other non-CEO named executives.
|
(2)
|
Amounts paid under our SMIP and the performance cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle.
|
(3)
|
Lump-sum cash payments will be paid no later than five days after termination of employment except to the extent the payments are subject to a six-month delay under Internal Revenue Code Section 409A, in which case payment will be on the first day of the seventh month after the executive’s termination of employment.
|
•
|
A person (other than Libbey, any trustee or other fiduciary holding securities under one of our employee benefit plans, or any corporation owned, directly or indirectly, by our shareholders in substantially the same proportions as their ownership of our common stock) becomes the “beneficial owner,” directly or indirectly, of our securities representing 30% or more of the combined voting power of our then-outstanding securities;
|
•
|
The consummation of a merger or consolidation pursuant to which we are merged or consolidated with any other corporation (or other entity), unless our voting securities outstanding immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66 2/3% of the combined voting power of securities of the surviving entity outstanding immediately after the merger or consolidation;
|
•
|
A plan of complete liquidation or an agreement for the sale or disposition of all or substantially all of our assets is consummated; or
|
•
|
During any period of two consecutive years (not including any period prior to the execution of the agreement), Continuing Directors (as defined below) cease for any reason to constitute at least a majority of our Board. Continuing Directors means (i) individuals who were members of the Board at the beginning of the two-year period referred to above and (ii) any individuals elected to the Board, after the beginning of the two-year period referred to above, by a vote of at least 2/3 of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously approved in accordance with this provision. However, an individual who is elected to the Board after the beginning of the two-year period referred to above will not be considered to be a Continuing Director if the individual was designated by a person who has entered into an agreement with us to effect a transaction that otherwise meets the definition of a change in control.
|
Compensation Committee Report
|
Carlos V. Duno,
Chair
Ginger M. Jones Eileen A. Mallesch Carol B. Moerdyk Steve Nave |
Executive Compensation Tables
|
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive
|
|
Compensation
|
|
All Other
|
|
|
|||
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
|||
Name and Principal Position
|
|
Year
|
|
($)
(1)
|
|
($)
(2)
|
|
($)
(3)
|
|
($)
(4)
|
|
($)
(5)
|
|
($)
(6)
|
|
($)
(7)
|
|
($)
|
|||
William A. Foley
|
|
2017
|
|
770,000
|
|
0
|
|
544,611
|
|
322,592
|
|
707,520
|
|
|
0
|
|
120,649
|
|
|
2,465,372
|
|
Chairman and
|
|
2016
|
|
804,185
|
|
0
|
|
1,037,687
|
|
532,688
|
|
801,520
|
|
|
0
|
|
110,050
|
|
|
3,286,130
|
|
Chief Executive Officer
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
James C. Burmeister
|
|
2017
|
|
271,354
|
|
100,000
|
|
76,808
|
|
47,057
|
|
145,859
|
|
|
0
|
|
25,752
|
|
|
666,830
|
|
Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Chief Financial Officer
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Veronica L. Smith
|
|
2017
|
|
276,389
|
|
225,000
|
|
41,637
|
|
24,660
|
|
95,880
|
|
|
0
|
|
30,600
|
|
|
694,166
|
|
former Vice President, Interim
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Chief Financial Officer
(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Annunciata Cerioli
|
|
2017
|
|
110,001
|
|
0
|
|
0
|
|
0
|
|
20,687
|
|
|
0
|
|
803,825
|
|
|
934,513
|
|
former Vice President,
|
|
2016
|
|
424,670
|
|
0
|
|
185,728
|
|
103,312
|
|
214,012
|
|
|
0
|
|
60,679
|
|
|
988,401
|
|
Chief Supply Chain Officer
(11)
|
|
2015
|
|
377,646
|
|
0
|
|
244,588
|
|
77,851
|
|
86,713
|
|
|
0
|
|
27,435
|
|
|
814,233
|
|
Susan A. Kovach
|
|
2017
|
|
339,189
|
|
0
|
|
71,754
|
|
42,500
|
|
143,174
|
|
|
22,060
|
|
33,959
|
|
|
652,636
|
|
Vice President, General
|
|
2016
|
|
341,568
|
|
0
|
|
123,696
|
|
68,809
|
|
209,254
|
|
|
21,812
|
|
34,191
|
|
|
799,330
|
|
Counsel & Secretary
|
|
2015
|
|
334,070
|
|
0
|
|
128,214
|
|
69,025
|
|
123,403
|
|
|
0
|
|
24,320
|
|
|
679,032
|
|
Salvador Miñarro Villalobos
|
|
2017
|
|
348,978
|
|
0
|
|
94,283
|
|
55,844
|
|
165,014
|
|
|
0
|
|
77,171
|
|
|
741,290
|
|
Vice President, General
|
|
2016
|
|
355,291
|
|
0
|
|
162,528
|
|
90,407
|
|
241,106
|
|
|
0
|
|
98,845
|
|
|
948,177
|
|
Manager U.S. & Canada
(12)
|
|
2015
|
|
373,902
|
|
0
|
|
617,047
|
|
93,409
|
|
143,209
|
|
|
0
|
|
71,138
|
|
|
1,298,705
|
|
Carol Summersgill
|
|
2017
|
|
296,450
|
|
0
|
|
52,808
|
|
31,279
|
|
132,365
|
|
|
0
|
|
51,216
|
|
|
564,118
|
|
Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Human Resources
(13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As to Mr. Miñarro for 2015, represents base salary paid from January 1 through March 31, 2015, as well as other fixed components of pay that our Mexican subsidiary was required under Mexican law to pay Mr. Miñarro, totaling $111,372. These amounts were paid to Mr. Miñarro in Mexican pesos, and the amount included in this column was translated to U.S. currency using the interbank exchange rate in effect at the time of payment to Mr. Miñarro. The remaining $262,530 represents the base salary paid to Mr. Miñarro after he assumed his executive officer role on April 1, 2015.
|
(2)
|
As to Mr. Burmeister for 2017, represents a signing bonus. As to Ms. Smith, represents a retention award in connection with her appointment as Interim Chief Financial Officer.
|
(3)
|
Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to RSUs granted in 2017, 2016 and 2015, respectively. As to Mr. Foley in 2016, also represents the grant date fair value, determined in accordance with FASB ASC Topic 718, of awards of stock made to non-management directors on May 10, 2016. On that date, we awarded certain non-management directors stock having a grant date fair value of $80,007, or $17.58 per share. Although Mr. Foley ceased to be a non-management director when he was appointed CEO on January 12, 2016, this stock award was attributable to service as a non-management director during the 2015 fiscal year. As to all RSU awards in 2017, 2016 and 2015, the awards vest ratably over a four-year period from the date of grant or, in Mr. Burmeister's case, from the first day of employment. When Ms. Smith retired effective December 31, 2017, all unvested RSUs were forfeited. When Ms. Cerioli’s employment ended on March 31, 2017, vesting was accelerated with respect to all RSUs that otherwise would have vested by March 31, 2018, and all other unvested RSUs were forfeited. For more information, see Footnote 11, “Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on
March 1, 2018
. The actual values realized by the respective named executives depend on the number of RSUs that actually vest and the price of our common stock when the RSUs vest.
|
(4)
|
Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to NQSOs granted in 2017, 2016 and 2015, respectively. The awards vest ratably over a four-year period from the date of grant or, in Mr. Burmeister's case, from the first day of employment. When Ms. Smith retired effective December 31, 2017, all unvested NQSOs were forfeited. When Ms. Cerioli’s employment ended on March 31, 2017, vesting was accelerated with respect to all NQSOs that otherwise would have vested by March 31, 2018, and all other unvested NQSOs were forfeited. For more information, see Footnote 11, “Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on
March 1, 2018
. The actual values received by the respective named executives depend on the number of NQSOs that actually vest, the number of shares with respect to which NQSOs are exercised and the price of our common stock on the date on which the NQSOs are exercised.
|
(5)
|
Represents amounts earned by the named executives in 2017, 2016 and 2015 under our SMIP and under the performance cash component of our 2015 LTIP, 2014 LTIP and 2013 LTIP, respectively. The awards under our SMIP were paid in March of 2018, 2017 and 2016, respectively, and the awards under the performance cash component of our 2015 LTIP, 2014 LTIP and 2013 LTIP were paid in March of 2018, 2017 and 2016, respectively.
|
(6)
|
Represents the actuarial increase in pension value under our Salary Plan and our SERP. In 2015, the net pension value under our Salary Plan and our SERP declined for all named executives who were participants under those plans; as a result, for 2015 the amount of the actuarial increase is $0. We do not guarantee any particular rate of return on deferred compensation under our Executive Savings Plan (“ESP”) or our EDCP. The rate of return depends upon the performance of the fund in which the participant’s ESP or EDCP account is deemed invested. Accordingly, the amounts included in this column do not include above-market earnings on nonqualified deferred compensation. Ms. Kovach is the only named executive who is eligible to participate in the Salary Plan and SERP.
|
(7)
|
For 2017, includes: (i) annual company matching contributions to our 401(k) savings plan (a broad-based plan open to all U.S. salaried employees); (ii) for Ms. Cerioli, our expense associated with the compensation payable to her in connection with her termination of employment; and (iii) the following perquisites:
|
|
|
|
|
|
|
Housing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
|
|
Allowance,
|
|
|
|
|
|
|
|
Annual
|
|
|
|
|
|
|
EDCP
|
|
Prep /
|
|
Commuting
|
|
|
|
|
|
|
|
Executive
|
|
|
|
|
|
|
Matching
|
|
Financial
|
|
or Relocation
|
|
Tax
|
|
Ground
|
|
Airline Club
|
|
Physical
|
|
Legal
|
|
|
|
|
Contribution
|
|
Planning
|
|
Assistance
|
|
Gross-Up
|
|
Transport
|
|
Membership
|
|
Exam
|
|
Fees
|
|
Total
|
Named Executive
|
|
($)
(a)
|
|
($)
(b)
|
|
($)
(c)
|
|
($)
(d)
|
|
($)
(e)
|
|
($)
|
|
($)
|
|
($)
(f)
|
|
($)
|
W. Foley
|
|
29,700
|
|
14,334
|
|
51,477
|
|
5,908
|
|
1,307
|
|
495
|
|
1,528
|
|
0
|
|
104,749
|
J. Burmeister
|
|
0
|
|
7,378
|
|
0
|
|
0
|
|
22
|
|
0
|
|
3,246
|
|
0
|
|
10,646
|
R. Smith
|
|
0
|
|
14,400
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
14,400
|
A. Cerioli
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
S. Kovach
|
|
3,359
|
|
14,400
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
17,759
|
S. Miñarro
|
|
0
|
|
10,889
|
|
32,266
|
|
11,102
|
|
173
|
|
0
|
|
3,671
|
|
5,569
|
|
63,670
|
C. Summersgill
|
|
0
|
|
14,119
|
|
13,489
|
|
3,629
|
|
1,775
|
|
0
|
|
3,084
|
|
0
|
|
36,096
|
(a)
|
Annual company matching contributions to our EDCP
|
(b)
|
The cost we paid for tax return preparation and financial planning for the respective named executives
|
(c)
|
As to Mr. Foley, represents a $45,000 allowance for housing in the Toledo, Ohio, area since Mr. Foley’s primary home is in the Cleveland, Ohio metropolitan area and $6,477 in expenses related to commuting between Cleveland and Toledo. As to Mr. Miñarro and Ms. Summersgill, represents relocation expense.
|
(d)
|
As to Mr. Foley, represents tax gross-up on commuting expense. As to Mr. Miñarro and Mr. Summersgill, represents tax gross-up on relocation expense.
|
(e)
|
Includes our incremental cost for ground transportation for personal and business trips from the Toledo, Ohio, area to the Detroit / Wayne County Metropolitan Airport. For personal trips, includes the entire cost that we incurred for such transportation. For business trips, includes the amount in excess of the amount to which the respective named executives would have been entitled as reimbursement for mileage and parking under our travel policy applicable to all employees.
|
(f)
|
Represents legal expenses incurred by the Company on behalf of Mr. Miñarro in connection with immigration matters.
|
(8)
|
Mr. Foley assumed his role as CEO effective January 12, 2016.
|
(9)
|
Mr. Burmeister was hired on March 30, 2017.
|
(10)
|
Ms. Smith was appointed Interim Chief Financial Officer effective January 1, 2017. Ms. Smith retired on December 31, 2017.
|
(11)
|
Ms. Cerioli was hired on December 1, 2014. Her employment ended March 31, 2017.
|
(12)
|
Mr. Miñarro was named Vice President, General Manager, U.S. and Canada, on April 1, 2015. He previously served as Vice President, General Manager, Latin America.
|
(13)
|
Ms. Summersgill was named Vice President, Human Resources on September 1, 2016. She previously served as Vice President, Human Resources for the U.S. and Canada region.
|
Grants of Plan-Based Awards Table
|
|
|
|
|
|
|
|
|
|
|
All Other Stock Awards: Number of Shares of Stock or Units
|
|
All Other Option Awards: Number of Securities Underlying Options
|
|
Exercise or Base Price of Option Awards
|
|
Grant Date Fair Value of Stock and Option Awards
|
|||||||
|
|
|
|
|
|
|
|
Estimated Possible Payouts under Non-Equity Incentive Plan Awards
(2)
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Named Executive
|
|
Plan Name
|
|
Award Date
(1)
|
|
Grant Date
(1)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
|||||||
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
(3)
|
|
(#)
(4)
|
|
($/Sh)
|
|
($)
(5)
|
|||||||
W. Foley
|
|
2017 SMIP
|
|
3/24/17
|
|
|
|
206,250
|
|
|
825,000
|
|
|
1,650,000
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (cash)
|
|
2/13/17
|
|
|
|
618,750
|
|
|
1,237,500
|
|
|
2,475,000
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (RSU)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
43,779
|
|
|
|
|
|
544,611
|
|||
|
|
2017 LTIP (NQSO)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
|
|
88,550
|
|
13.60
|
|
322,592
|
|||
J. Burmeister
|
|
2017 SMIP
|
|
3/24/17
|
|
|
|
42,481
|
|
|
169,922
|
|
|
339,844
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (cash)
|
|
3/16/17
|
|
|
|
86,216
|
|
|
172,432
|
|
|
344,864
|
|
|
|
|
|
|
|
|
|
|
|
2016 LTIP (cash)
|
|
3/16/17
|
|
|
|
21,966
|
|
|
87,865
|
|
|
175,730
|
|
|
|
|
|
|
|
|
|
|
|
2015 LTIP (cash)
|
|
3/16/17
|
|
|
|
18,956
|
|
|
37,911
|
|
|
75,822
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (RSU)
|
|
3/16/17
|
|
5/3/17
|
|
|
|
|
|
|
|
9,344
|
|
|
|
|
|
76,808
|
|||
|
|
2017 LTIP (NQSO)
|
|
3/16/17
|
|
5/3/17
|
|
|
|
|
|
|
|
|
|
21,186
|
|
9.38
|
|
47,057
|
|||
R. Smith
|
|
2017 SMIP
|
|
3/24/17
|
|
|
|
27,639
|
|
|
110,556
|
|
|
221,112
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (cash)
|
|
2/13/17
|
|
|
|
47,304
|
|
|
94,607
|
|
|
189,214
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (RSU)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
3,347
|
|
|
|
|
|
41,637
|
|||
|
|
2017 LTIP (NQSO)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
|
|
6,769
|
|
13.60
|
|
24,660
|
|||
A. Cerioli
|
|
2017 SMIP
|
|
3/24/17
|
|
|
|
66,991
|
|
|
267,962
|
|
|
535,924
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (cash)
|
|
2/13/17
|
|
|
|
132,001
|
|
|
264,002
|
|
|
528,004
|
|
|
|
|
|
|
|
|
|
S. Kovach
|
|
2017 SMIP
|
|
3/24/17
|
|
|
|
43,872
|
|
|
175,487
|
|
|
350,974
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (cash)
|
|
2/13/17
|
|
|
|
81,522
|
|
|
163,044
|
|
|
326,088
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (RSU)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
5,768
|
|
|
|
|
|
71,754
|
|||
|
|
2017 LTIP (NQSO)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
|
|
11,666
|
|
13.60
|
|
42,500
|
|||
S. Miñarro
|
|
2017 SMIP
|
|
3/24/17
|
|
|
|
53,294
|
|
|
213,175
|
|
|
426,350
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (cash)
|
|
2/13/17
|
|
|
|
107,113
|
|
|
214,225
|
|
|
428,450
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (RSU)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
7,579
|
|
|
|
|
|
94,283
|
|||
|
|
2017 LTIP (NQSO)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
|
|
15,329
|
|
13.60
|
|
55,844
|
|||
C. Summersgill
|
|
2017 SMIP
|
|
3/24/17
|
|
|
|
38,344
|
|
|
153,375
|
|
|
306,750
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (cash)
|
|
2/13/17
|
|
|
|
60,000
|
|
|
120,000
|
|
|
240,000
|
|
|
|
|
|
|
|
|
|
|
|
2017 LTIP (RSU)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
4,245
|
|
|
|
|
|
52,808
|
|||
|
|
2017 LTIP (NQSO)
|
|
2/13/17
|
|
3/1/17
|
|
|
|
|
|
|
|
|
|
8,586
|
|
13.60
|
|
31,279
|
(1)
|
For non-equity incentive plan awards, the Award Date and the Grant Date are the date on which the Compensation Committee approved the applicable incentive plan or, if later, the date on which the Committee approved the executive’s participation in, and target opportunity under, the applicable incentive plan. For All Other Stock Awards and All Other Option Awards, the Award Date is the date on which the Compensation Committee took action, and the Grant Date is the date on which we determined the number of NQSOs or RSUs awarded. The number of RSUs and NQSOs awarded to the named executives under our 2017 LTIP was determined by dividing the target dollar value of the applicable component of equity to be awarded by (a) in the case of RSUs, the average closing price of Libbey common stock over the 20 consecutive trading-day period ending on the grant date; or (b) in the case of NQSOs, the Black-Scholes value of the options, determined using the average closing price of Libbey common stock over the 20 consecutive trading-day period ending on the grant date and capping the volatility at 50%. We inform grant recipients of their awards after we determine the number of RSUs and/or NQSOs to be granted. For awards
|
(2)
|
Represents the range, as estimated on the award date, of possible cash awards under (a) our 2017 SMIP and (b) the performance cash component of our 2017 LTIP.
|
(a)
|
Under our SMIP, each named executive is eligible for an annual incentive award in an amount up to 200% of the executive officer’s target award, which in turn is a percentage of the executive’s anticipated full-year base salary, as set forth in the following table:
|
|
|
Target Award as a Percentage of Anticipated Full-Year Base Salary
|
Named Executive
|
|
(%)
|
W. Foley
|
|
100
|
J. Burmeister
|
|
60
|
V. Smith
|
|
40
|
A. Cerioli
|
|
60
|
S. Kovach
|
|
50
|
S. Miñarro
|
|
60
|
C. Summersgill
|
|
50
|
(b)
|
Under the performance cash component of our 2017 LTIP, each named executive is eligible for a cash award in an amount up to 200% of the named executive’s target award. Each named executive’s target award under the performance cash component is 50% of the named executive’s target award under all components of the relevant LTIP. The target awards are based on the named executives’ respective annualized base salaries as of January 1, 2017 (in the case of Mr. Burmeister, March 30, 2017). Each named executive’s target award under all components of the 2017 LTIP is set forth in the following table:
|
|
|
2017 Target Long-Term Award as a Percentage of Annualized Base Salary
|
|
2017 LTIP Performance Cash Target as a Percentage of Annualized Base Salary
|
Named Executive
|
|
(%)
|
|
(%)
|
W. Foley
|
|
300
|
|
150
|
J. Burmeister
|
|
100
|
|
50
|
V. Smith
|
|
70
|
|
35
|
A. Cerioli
|
|
120
|
|
60
|
S. Kovach
|
|
95
|
|
48
|
S. Miñarro
|
|
120
|
|
60
|
C. Summersgill
|
|
80
|
|
40
|
|
|
|
|
|
|
Basis Points Above or Below
|
|
Payout Score
|
|
|
2017 Targeted ROIC
|
|
(%)
|
|
|
+150
|
|
200
|
|
|
0
|
|
100
|
|
|
-100
|
|
50
|
|
|
Less than -100
|
|
0
|
|
|
|
|
|
|
(3)
|
Represents grants of RSUs made under our 2017 LTIP. The grants vest 25% per year beginning on March 30, 2018 for Mr. Burmeister and February 17, 2018 for all other named executives.
|
(4)
|
Represents grants of NQSOs made under our 2017 LTIP. The grants vest 25% per year beginning on March 30, 2018 for Mr. Burmeister and February 17, 2018 for all other named executives.
|
(5)
|
Represents the respective grant date fair values, determined in accordance with FASB ASC Topic 718, of the RSUs and NQSOs.
|
•
|
NQSOs granted under our 2016 Omnibus Plan and predecessor plans; and
|
•
|
RSUs granted under our 2016 Omnibus Plan.
|
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Named Executive
|
|
Award
Date (1) |
|
Grant
Date (1)(2) |
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable (3) |
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock That Have Not Vested (#) (4) |
|
Market Value
of Shares or Units of Stock That Have Not Vested ($) (5) |
W. Foley
|
|
1/11/16
|
|
2/25/16
|
|
31,650
|
|
94,948
|
|
17.13
|
|
2/25/26
|
|
44,891
|
|
337,580
|
|
|
2/13/17
|
|
3/1/17
|
|
0
|
|
88,550
|
|
13.60
|
|
3/1/27
|
|
43,779
|
|
329,218
|
J. Burmeister
|
|
3/16/17
|
|
5/3/17
|
|
0
|
|
21,186
|
|
9.38
|
|
5/3/27
|
|
9,344
|
|
70,267
|
V. Smith
(6)
|
|
2/7/11
|
|
2/10/11
|
|
2,500
|
|
0
|
|
17.00
|
|
3/31/18
|
|
0
|
|
0
|
|
|
2/6/12
|
|
2/17/12
|
|
2,500
|
|
0
|
|
13.95
|
|
3/31/18
|
|
0
|
|
0
|
|
|
2/11/13
|
|
2/22/13
|
|
3,216
|
|
0
|
|
19.02
|
|
2/22/23
|
|
0
|
|
0
|
|
|
2/17/14
|
|
2/24/14
|
|
3,651
|
|
0
|
|
23.02
|
|
2/24/24
|
|
0
|
|
0
|
|
|
2/16/15
|
|
3/2/15
|
|
1,242
|
|
0
|
|
38.06
|
|
3/31/18
|
|
0
|
|
0
|
|
|
2/8/16
|
|
2/25/16
|
|
2,241
|
|
0
|
|
17.13
|
|
3/31/18
|
|
0
|
|
0
|
A. Cerioli
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Kovach
|
|
2/4/08
|
|
2/15/08
|
|
3,621
|
|
0
|
|
15.35
|
|
2/15/18
|
|
|
|
|
|
|
2/7/11
|
|
2/10/11
|
|
3,625
|
|
0
|
|
17.00
|
|
2/10/21
|
|
|
|
|
|
|
2/6/12
|
|
2/17/12
|
|
4,624
|
|
0
|
|
13.95
|
|
2/17/22
|
|
|
|
|
|
|
2/11/13
|
|
2/22/13
|
|
6,902
|
|
0
|
|
19.02
|
|
2/22/23
|
|
|
|
|
|
|
2/17/14
|
|
2/24/14
|
|
4,810
|
|
1,603
|
|
23.02
|
|
2/24/24
|
|
1,409
|
|
10,596
|
|
|
2/16/15
|
|
3/2/15
|
|
2,343
|
|
2,342
|
|
38.06
|
|
3/2/25
|
|
1,734
|
|
13,040
|
|
|
2/8/16
|
|
2/25/16
|
|
4,089
|
|
12,264
|
|
17.13
|
|
2/25/26
|
|
5,798
|
|
43,601
|
|
|
2/13/17
|
|
3/1/17
|
|
0
|
|
11,666
|
|
13.60
|
|
3/1/27
|
|
5,768
|
|
43,375
|
S. Miñarro
|
|
2/4/08
|
|
2/15/08
|
|
3,200
|
|
0
|
|
15.35
|
|
2/15/18
|
|
|
|
|
|
|
2/9/09
|
|
2/27/09
|
|
3,500
|
|
0
|
|
1.01
|
|
2/27/19
|
|
|
|
|
|
|
2/8/10
|
|
2/11/10
|
|
6,000
|
|
0
|
|
10.13
|
|
2/11/20
|
|
|
|
|
|
|
12/6/10
|
|
12/31/10
|
|
20,000
|
|
0
|
|
15.47
|
|
12/31/20
|
|
|
|
|
|
|
2/7/11
|
|
2/10/11
|
|
7,000
|
|
0
|
|
17.00
|
|
2/10/21
|
|
|
|
|
|
|
2/6/12
|
|
2/17/12
|
|
7,500
|
|
0
|
|
13.95
|
|
2/17/22
|
|
|
|
|
|
|
7/5/12
|
|
8/1/12
|
|
3,597
|
|
0
|
|
13.96
|
|
8/1/22
|
|
|
|
|
|
|
2/11/13
|
|
2/22/13
|
|
7,918
|
|
0
|
|
19.02
|
|
2/22/23
|
|
|
|
|
|
|
2/17/14
|
|
2/24/14
|
|
4,937
|
|
1,645
|
|
23.02
|
|
2/24/24
|
|
1,446
|
|
10,874
|
|
|
2/16/15
|
|
3/2/15
|
|
3,170
|
|
3,170
|
|
38.06
|
|
3/2/25
|
|
8,347
|
|
62,769
|
|
|
2/8/16
|
|
2/25/16
|
|
5,372
|
|
16,114
|
|
17.13
|
|
2/25/26
|
|
7,618
|
|
57,287
|
|
|
2/13/17
|
|
3/1/17
|
|
0
|
|
15,329
|
|
13.60
|
|
3/1/27
|
|
7,579
|
|
56,994
|
C. Summersgill
|
|
4/13/15
|
|
5/18/15
|
|
|
|
|
|
|
|
|
|
1,116
|
|
8,392
|
|
|
12/11/15
|
|
12/11/15
|
|
|
|
|
|
|
|
|
|
1,250
|
|
9,400
|
|
|
2/8/16
|
|
2/25/16
|
|
|
|
|
|
|
|
|
|
2,267
|
|
17,048
|
|
|
8/18/16
|
|
9/1/16
|
|
|
|
|
|
|
|
|
|
1,125
|
|
8,460
|
|
|
2/13/17
|
|
3/1/17
|
|
0
|
|
8,586
|
|
13.60
|
|
3/1/27
|
|
4,245
|
|
31,922
|
(1)
|
Except with respect to the award made to Ms. Summersgill in December 2015, the Award Date is the date on which the Compensation Committee took action, and the Grant Date is the date on which we determined the number of NQSOs or RSUs, as the case may be, awarded. With respect to the award made to Ms. Summersgill in December 2015, the Award Date is the date on which the award was authorized by the CEO pursuant to the authority delegated to the CEO by the Compensation Committee. For additional information regarding the CEO's authority to grant equity awards, see
"What are Libbey's equity grant practices?"
|
(2)
|
See
“Compensation Discussion and Analysis — How does Libbey determine the forms and amounts of executive pay? — Equity Grants Under Our LTIP”
for information as to how we determine the number of NQSOs and RSUs awarded to our named executives. We inform grant recipients of their awards after we determine the number of NQSOs and/or RSUs to be granted. For awards made in February 2017, the grant date was the first business day after we announced our results of operations for the 2016 fiscal year. For awards made in March 2017, the grant date was the first business day after we announced our financial results for the first quarter of 2017.
|
(3)
|
Represents NQSOs awarded under our Omnibus Plans. NQSOs granted before 2015 vest 25% on each of the first four anniversaries of the grant date. NQSOs granted to Mr. Burmeister in May 2017 vest 25% on each of the first four anniversaries of March 30, 2017, his first day of employment. All other NQSOs vest 25% per year for four years beginning on February 17th of the year after the grant.
|
(4)
|
Represents RSUs awarded under our Omnibus Plans. One share of our common stock underlies each RSU. RSUs granted in March 2015, February 2016, and March 2017 vest 25% per year for four years beginning on February 17th of the year after the grant. RSUs granted in May 2017 vest 25% per year for four years beginning on March 30, 2018. All other RSUs vest 25% on each of the first four anniversaries of the grant date.
|
(5)
|
Represents the market value, as of December 31, 2017, of unvested RSUs. We have estimated the market value by multiplying the number of shares of common stock underlying the RSUs by $7.52, the closing price of our common stock on December 29, 2017, the last trading day of 2017.
|
(6)
|
Pursuant to the terms of the applicable NQSO and RSU award agreements, upon Ms. Smith’s retirement on December 31, 2017, all unvested NQSOs and RSUs were forfeited.
|
(7)
|
Ms. Cerioli had no outstanding equity awards as of December 31, 2017. When Ms. Cerioli’s employment ended on March 31, 2017, vesting was accelerated as to all NQSOs and RSUs that otherwise would have vested within one year of her termination date. All other unvested NQSOs and RSUs were forfeited. Vested NQSOs expired unexercised on June 29, 2017.
|
Option Exercises and Stock Vested in Fiscal 2017
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Named Executive
|
|
Number of Shares
Acquired on Exercise (#) |
|
Value Realized
on Exercise ($) (1) |
|
Number of Shares
Acquired on Vesting ($) (2) |
|
Value Realized
on Vesting ($) (3) |
W. Foley
|
|
0
|
|
0
|
|
14,964
|
|
265,910
|
J. Burmeister
|
|
0
|
|
0
|
|
0
|
|
0
|
R. Smith
|
|
0
|
|
0
|
|
2,270
|
|
31,548
|
A. Cerioli
|
|
0
|
|
0
|
|
10,474
|
|
165,088
|
S. Kovach
|
|
0
|
|
0
|
|
5,721
|
|
98,735
|
S. Miñarro
|
|
0
|
|
0
|
|
9,893
|
|
172,701
|
C. Summersgill
|
|
0
|
|
0
|
|
2,314
|
|
24,799
|
(1)
|
Our named executive officers did not exercise any options during 2017.
|
(2)
|
Represents the number of RSUs that vested during 2017.
|
(3)
|
Represents the value of RSUs that vested during 2017. The value was determined by multiplying the number of shares by the closing price of our common stock on the applicable vesting dates:
|
|
|
|
|
|
|
Vesting Date
|
|
Closing Price
($) |
|
|
February 17, 2017
|
|
17.77
|
|
|
February 22, 2017
|
|
17.25
|
|
|
February 24, 2017
|
|
16.25
|
|
|
March 31, 2017
|
|
14.58
|
|
|
May 18, 2017
|
|
8.08
|
|
|
September 1, 2017
|
|
8.20
|
|
|
December 11, 2017
|
|
6.05
|
|
|
|
|
|
|
[(A) × (B) × (C)] + [(D) × (E) × (C)] + [(F) + (A) + (G)]
|
(A)
|
Monthly final average earnings for the three highest consecutive calendar years before 2008
|
(B)
|
1.212%
|
(C)
|
Years of credited service up to 35 years
|
(D)
|
Monthly final average earnings above Social Security Wage base at retirement
|
(E)
|
0.176%
|
(F)
|
0.5%
|
(G)
|
Years of credited service over 35 years
|
Pension Benefits in Fiscal 2017 Table
|
Named Executive
|
|
Plan Name
|
|
Number of Years of
Credited Service (#) (1) |
|
Present Value of
Accumulated Benefit ($) (2) |
|
Payments During
Last Fiscal Year ($) |
S. Kovach
|
|
Salary Plan
|
|
14.08
|
|
176,411
|
|
0
|
|
|
SERP
|
|
14.08
|
|
135,132
|
|
0
|
(1)
|
Represents actual years of service to Libbey. The plans were frozen at the end of 2012, after which additional pension service is not credited.
|
(2)
|
Amounts were determined based on the assumptions outlined in our audited financial statements for the year ended December 31, 2017, except that Ms. Kovach is assumed to receive benefits under the cash balance design at her normal retirement age of 65.
|
Nonqualified Deferred Compensation in Fiscal 2017 Table
|
|
|
Executive Contributions
in Last FY
|
|
Registrant
Contributions in Last FY |
|
Aggregate
Earnings
in Last FY
|
|
Aggregate
Withdrawals / Distributions in Last FY |
|
Aggregate
Balance at Last FYE (3) |
||||||||||||
Named Executive
|
|
($)
|
|
RSUs
|
|
($)
(1)
|
|
RSUs
|
|
($)
(2)
|
|
RSUs
|
|
($)
|
|
RSUs
|
|
($)
|
|
RSUs
|
||
W. Foley
|
|
29,700
|
|
0
|
|
29,700
|
|
0
|
|
353
|
|
|
0
|
|
0
|
|
|
0
|
|
121,635
|
|
0
|
J. Burmeister
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
0
|
R. Smith
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
0
|
A. Cerioli
|
|
15,000
|
|
0
|
|
0
|
|
0
|
|
3,619
|
|
|
0
|
|
(98,049
|
)
|
|
0
|
|
0
|
|
0
|
S. Kovach
|
|
3,359
|
|
0
|
|
3,359
|
|
0
|
|
(2,716
|
)
|
|
903
|
|
0
|
|
|
0
|
|
73,923
|
|
17,434
|
S. Miñarro
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
|
0
|
|
0
|
|
0
|
C. Summersgill
|
|
16,355
|
|
0
|
|
0
|
|
0
|
|
11,538
|
|
|
0
|
|
0
|
|
|
0
|
|
80,701
|
|
0
|
(1)
|
The following amounts are included in the column headed “All Other Compensation” in the Summary Compensation Table above: Mr. Foley - $29,700; Ms. Kovach - $3,359.
|
(2)
|
Not included in the Summary Compensation Table because earnings are not at an above-market rate.
|
(3)
|
Of the total amounts in this column, the following amounts are reported as “Salary” or “Stock Awards” in the Summary Compensation Table in this proxy statement for the 2017, 2016 and/or 2015 fiscal years:
|
Named Executive
|
|
Salary
($) |
|
Stock Awards
($) |
W. Foley
|
|
60,638
|
|
0
|
J. Burmeister
|
|
0
|
|
0
|
R. Smith
|
|
0
|
|
0
|
A. Cerioli
|
|
83,800
|
|
0
|
S. Kovach
|
|
11,015
|
|
0
|
S. Miñarro
|
|
0
|
|
0
|
C. Summersgill
|
|
16,355
|
|
0
|
•
|
We have assumed that the executive’s employment terminated on December 31, 2017, under the various scenarios described in the table.
|
•
|
For purposes of illustrating the amounts payable on or in connection with a change in control, we have assumed that a change in control occurred on December 31, 2017, and that the named executive’s employment terminated concurrently with the change in control.
|
Potential Payments Upon Termination of Employment
(1)
|
Named Executive
|
|
Cash
Severance ($) |
|
Annual
Incentive for Year of Termination ($) |
|
LTIP Cash
($) (2) |
|
Acceleration of
Unvested Equity Awards ($) (3) |
|
Misc.
Benefits ($) |
|
Total
($) |
William A. Foley
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or permanent disability
(4)
|
|
0
|
|
577,500
|
|
1,725,900
|
|
666,798
|
|
0
|
|
2,970,198
|
Voluntary termination
(5)
|
|
0
|
|
577,500
|
|
754,821
|
|
337,580
|
|
0
|
|
1,669,901
|
Involuntary termination without Cause - no change in
|
|
0
|
|
577,500
|
|
754,821
|
|
419,887
|
|
0
|
|
1,752,208
|
control
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary termination without Cause in connection
|
|
0
|
|
577,500
|
|
1,483,845
|
|
666,798
|
|
0
|
|
2,728,143
|
with a change in control
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary termination for Cause
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
James C. Burmeister
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or permanent disability
(4)
|
|
0
|
|
138,391
|
|
153,965
|
|
70,267
|
|
0
|
|
362,623
|
Quit for Good Reason-no change in control
(8)
|
|
0
|
|
0
|
|
76,832
|
|
0
|
|
0
|
|
76,832
|
Involuntary termination without Cause - no change
|
|
285,000
|
|
138,391
|
|
76,832
|
|
17,567
|
|
80,799
|
|
598,589
|
in control
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
Quit for Good Reason or involuntary termination
|
|
1,140,000
|
|
138,391
|
|
169,566
|
|
70,267
|
|
80,835
|
|
1,599,059
|
without Cause – change in control
(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary termination for Cause
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
Veronica L. Smith
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
(11)
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
Annunciata Cerioli
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary termination without Cause - no change in
|
|
704,006
|
|
0
|
|
0
|
|
96,141
|
|
93,219
|
|
893,366
|
control
(12)
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan A. Kovach
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or permanent disability
(4)
|
|
0
|
|
118,716
|
|
263,753
|
|
110,612
|
|
0
|
|
493,081
|
Retirement
(13)
|
|
0
|
|
118,716
|
|
0
|
|
0
|
|
311,543
|
|
430,259
|
Quit for Good Reason - no change in control
(8)
|
|
0
|
|
0
|
|
105,874
|
|
0
|
|
0
|
|
105,874
|
Involuntary termination without Cause - no change in
|
|
503,805
|
|
118,716
|
|
105,874
|
|
42,496
|
|
88,278
|
|
859,169
|
control
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
Quit for Good Reason or involuntary termination
|
|
1,007,610
|
|
118,716
|
|
201,473
|
|
110,612
|
|
83,214
|
|
1,521,625
|
without Cause - change in control
(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary termination for Cause
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
Salvador Miñarro Villalobos
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or permanent disability
(4)
|
|
0
|
|
131,914
|
|
351,440
|
|
187,925
|
|
0
|
|
671,279
|
Quit for Good Reason — no change in control
(8)
|
|
0
|
|
0
|
|
140,073
|
|
0
|
|
0
|
|
140,073
|
Involuntary termination without Cause — no change
|
|
550,843
|
|
131,914
|
|
140,073
|
|
75,614
|
|
93,219
|
|
991,663
|
in control
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
Quit for Good Reason or involuntary termination
|
|
1,101,686
|
|
131,914
|
|
265,681
|
|
187,925
|
|
91,887
|
|
1,779,093
|
without Cause - change in control
(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary termination for Cause
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
Carol Summersgill
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or permanent disability
(4)
|
|
0
|
|
125,991
|
|
72,356
|
|
75,223
|
|
0
|
|
273,570
|
Quit for Good Reason – no change in control
(8)
|
|
0
|
|
0
|
|
33,041
|
|
0
|
|
0
|
|
33,041
|
Involuntary termination without Cause — no change
|
|
440,325
|
|
125,991
|
|
33,041
|
|
23,071
|
|
85,397
|
|
1,498,476
|
in control
(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
Quit for Good Reason or involuntary termination
|
|
880,650
|
|
125,991
|
|
86,774
|
|
75,223
|
|
72,544
|
|
|
without Cause – change in control
(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary termination for Cause
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
(1)
|
Represents potential payments pursuant to equity award agreements, performance cash award agreements and (a) in the case of the named executives other than Mr. Foley or Mr. Burmeister, our Executive Severance Compensation Policy or their respective change in control agreements, as applicable, (b) in the case of Mr. Foley, his Letter Agreement, and (c) in the case of Mr. Burmeister, his employment offer letter or his change in control agreement, as applicable. Only Ms. Kovach was eligible for retirement benefits as of December 31, 2017.
|
(2)
|
As to those triggering events for which we estimated future payouts under the performance cash component of our 2016 LTIP and 2017 LTIP, we estimated the payout under the performance cash component of our 2016 LTIP assuming achievement at 53% of target performance, and we estimated the payout under the performance cash component of our 2017 LTIP assuming achievement of 67% of target performance. The amounts actually earned under the performance cash component of our 2016 LTIP and 2017 LTIP would be paid between January 1 and March 15 of the calendar year following the conclusion of the applicable performance cycle.
|
(3)
|
For those triggering events that result in acceleration of unvested equity awards: (a) except as to RSUs granted to Ms. Cerioli, we have estimated the value of common stock underlying RSUs by multiplying the applicable number of RSUs by $7.52, the closing price of our common stock on December 31, 2017; and (b) except as to RSUs granted to Ms. Cerioli, we have determined the in-the-money/intrinsic value of the applicable NQSOs by deducting the respective exercise prices for the NQSOs from $7.52 and multiplying the result (if greater than zero) by the applicable number of NQSOs. As to Ms. Cerioli, the values for the RSUs and NQSOs were calculated based on the closing price of our common stock on March 31, 2017, which was $14.58.
|
(4)
|
Represents the sum of:
|
(a)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;
|
(b)
|
under “LTIP Cash,” a target award (unprorated because the performance cycle was complete as of December 31, 2017) under the performance cash component of our 2015 LTIP and prorated target awards under the performance cash component of our 2016 LTIP and our 2017 LTIP; and
|
(c)
|
under “Acceleration of Unvested Equity Awards,” the sum of (i) the estimated value, as of December 31, 2017, of common stock underlying all RSUs that were not vested as of December 31, 2017, and (ii) the in-the-money/intrinsic value, as of December 31, 2017, of all NQSOs that were not vested as of December 31, 2017.
|
(5)
|
Represents the sum of:
|
(a)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;
|
(b)
|
under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate of the prorated amount that actually would be earned under the performance cash component of each of our 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]; and
|
(c)
|
under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs granted in 2016 that were not vested as of December 31, 2017; and (ii) the in-the-money/intrinsic value, as of December 31, 2017, of NQSOs granted in 2016 that were not vested as of December 31, 2017.
|
(6)
|
Represents the sum of:
|
(a)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;
|
(b)
|
under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate of the prorated amount that actually would be earned under the performance cash component of each of our 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]; and
|
(c)
|
under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs granted in 2017 that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/ intrinsic value, as of December 31, 2017, of NQSOs granted in 2017 that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018; (iii) the estimated value, as of December 31, 2017, of common stock underlying RSUs granted in 2016 that were not vested as of December 31, 2017; and (iv) the in-the-money/intrinsic value, as of December 31, 2017, of NQSOs granted in 2016 that were not vested as of December 31, 2017.
|
(7)
|
Represents the sum of:
|
(1)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; and
|
(2)
|
under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate of the unprorated amount that actually would be earned under the performance cash component of each of our 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]; and
|
(3)
|
under “Acceleration of Unvested Equity Awards,” the sum of (i) the estimated value, as of December 31, 2017, of common stock underlying all RSUs that were not vested as of December 31, 2017, and (ii) the in-the-money/intrinsic value, as of December 31, 2017, of all NQSOs that were not vested as of December 31, 2017.
|
(8)
|
Under “LTIP Cash,” represents prorated actual awards under the performance cash component of our 2015 LTIP, 2016 LTIP and 2017 LTIP [estimated as described in footnote (2) above]. We have prorated the amounts through the assumed date of termination.
|
(9)
|
Represents the sum of:
|
(a)
|
under “Cash Severance,” the sum of 6 months' base salary and 50% of Mr. Burmeister's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;
|
(b)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;
|
(c)
|
under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above];
|
(d)
|
under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/intrinsic
|
(e)
|
under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for six months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year.
|
(10)
|
Represents the sum of:
|
(a)
|
under “Cash Severance,” the sum of two times the named executive’s annual base salary and two times the named executive’s target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;
|
(b)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;
|
(c)
|
under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and an estimate (without proration) of the amount the named executive would earn under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above];
|
(d)
|
under “Acceleration of Unvested Equity Awards,” the estimated value, as of December 31, 2017, of common stock underlying RSUs not yet vested as of that date and the in-the-money/intrinsic value, as of December 31, 2017, of NQSOs not yet vested as of that date; and
|
(e)
|
under “Misc. Benefits,” the sum of (i) the maximum cost (15% of base salary) to be incurred by Libbey to provide executive level outplacement services for two years after termination; (ii) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, prescription drug and life insurance coverage for 18 months following termination; and (iii) and the maximum cost ($10,000) to provide financial planning services to the named executive.
|
(11)
|
Ms. Smith did not receive any severance payments in connection with her retirement.
|
(12)
|
Represents the sum of:
|
(a)
|
under “Cash Severance,” salary continuation for 12 months and a lump sum payment equal to Ms. Ceriloi's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;
|
(b)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;
|
(c)
|
under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of our 2016 LTIP [estimated as described in footnote (2) above];
|
(d)
|
under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of March 31, 2017, of common stock underlying RSUs that were not vested as of March 31, 2017, but were scheduled to vest by March 31, 2018,; (ii) the in-the-money/intrinsic value, as of March 31, 2017, of NQSOs that were not vested as of March 31, 2017, but were scheduled to vest by March 31, 2018; and
|
(e)
|
under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for 12 months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year.
|
(13)
|
Represents the sum of:
|
(a)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP; and
|
(b)
|
under “Misc. Benefits,” the present value of Ms. Kovach’s accumulated benefit under our Salary Plan and SERP at December 31, 2017.
|
(a)
|
under “Cash Severance,” the sum of 12 months' base salary and the named executive's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;
|
(b)
|
under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;
|
(c)
|
under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above];
|
(d)
|
under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/ intrinsic value, as of December 31, 2017, of NQSOs that were not vested as of December 31, 2017, but were scheduled to vest by December 31, 2018; and
|
(e)
|
under “Misc. Benefits,” the sum of (i) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, and prescription drug coverage for 12 months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year.
|
CEO Pay Ratio
|
•
|
The median of the annual total compensation of all employees of our company worldwide (other than our CEO), was
$14,106
; and
|
•
|
The annual total compensation of our CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $
2,465,372
.
|
Based on this information for 2017, the ratio of the annual total compensation of Mr. Foley, our CEO, to the median of the annual total compensation of all employees was:
|
175: 1
|
•
|
We selected October 1, 2017, as the date upon which we would identify the “median employee.”
|
•
|
We determined that, as of October 1, 2017, our employee population consisted of approximately 6,147 individuals. However, we chose to exclude the approximately six employees employed in Canada, two employees employed in Australia, and one employee employed in Singapore from the determination of the “median employee,” given the small number of employees in those jurisdictions and the estimated costs of obtaining their compensation information. In total, we excluded less than 5% of our non-U.S. workforce (approximately nine individuals) from the identification of the median employee, as permitted by SEC rules. After taking these exclusions into consideration, our employee population consisted of approximately 6,138 individuals.
|
•
|
Given the global distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees, we selected “regular wages” as the most appropriate measure of compensation. “Regular wages” includes base wages, overtime, paid days off, shift differential, production schedule premium, production bonuses and non-US pay types such as Christmas bonus, anniversary bonus, and perfect attendance bonus. Given our multiple payroll systems, we gathered the requisite information applying this compensation measure with respect to our employees using the 12-month period ending December 31, 2017.
|
•
|
We did not make any cost-of-living adjustments in identifying the “median employee.”
|
•
|
Using this methodology, we determined that the “median employee” was a full-time, hourly employee located in Mexico, with regular wages of $11,061 for the 12-month period ending December 31, 2017. For purposes of translating to U.S. dollars the compensation elements paid in Mexican pesos, we used a year-end average rate comprised of the average month-end rate for the 12 calendar months.
|
•
|
With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of the employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $14,106. The difference between the employee’s regular wages and annual total compensation represents the estimated value of the employee’s other statutory benefits, ancillary benefits customary in Mexico, and pension benefits ($3,045).
|
•
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017
Summary Compensation Table
included in this Proxy Statement.
|
PROPOSAL NO. 3
|
|
RATIFICATION OF AUDITORS
|
|
The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent auditors for our 2018 fiscal year. Although ratification by the shareholders is not required by law, the Board of Directors believes that you should be given the opportunity to express your views on the subject. Unless otherwise directed, proxies will be voted for ratification.
|
|
The Board of Directors recommends a vote
FOR
this proposal.
|
Nature of Fees
|
|
2017 Fees
($)
|
|
2016 Fees
($)
|
Audit Fees
(1)
|
|
1,078,000
|
|
1,116,444
|
Audit-Related Fees
(2)
|
|
125,500
|
|
112,840
|
Tax Fees
|
|
0
|
|
0
|
All Other Fees
|
|
0
|
|
0
|
Total
|
|
1,203,500
|
|
1,229,284
|
(1)
|
Audit Fees include fees associated with the annual audit of our internal controls, the annual audit of financial statements, the reviews of our quarterly reports on Form 10-Q and annual report on Form 10-K and statutory audit procedures.
|
(2)
|
Audit-related fees include fees for audits of our employee benefit plans.
|
Report of the Audit Committee
|
•
|
confirming the independence of our independent auditors;
|
•
|
appointing, compensating and retaining our independent auditors;
|
•
|
reviewing the scope of the audit services to be provided by our independent auditors, including the adequacy of staffing and compensation;
|
•
|
approving non-audit services;
|
•
|
overseeing management’s relationship with our independent auditors;
|
•
|
overseeing management’s implementation and maintenance of effective systems of internal and disclosure controls;
|
•
|
reviewing our internal audit program; and
|
•
|
together with the Board and its other standing committees, overseeing our enterprise risk management program.
|
Ginger M. Jones,
Chair
|
Eileen A. Mallesch
|
Deborah G. Miller
|
John C. Orr
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership |
|
Percent of Class
|
|
Frontier Capital Management Co., LLC.
(1)
99 Summer Street Boston, MA 02110 |
|
1,850,495
|
|
8.4
|
%
|
Dimensional Fund Advisors LP
(2)
Building One 6300 Bee Cave Road Austin, TX 78746 |
|
1,545,708
|
|
7.0
|
%
|
BlackRock, Inc.
(3)
55 East 52nd Street New York, NY 10055 |
|
1,260,279
|
|
5.7
|
%
|
(1)
|
Amendment No. 1 to Schedule 13G filed with the SEC on behalf of Frontier Capital Management Co., LLC. (“Frontier”), an investment adviser, indicates that, as of December 31, 2017, Frontier was the beneficial owner of 1,850,495 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power as to 746,156 common shares, and shared voting power with respect to no common shares.
|
(2)
|
Amendment No. 3 to Schedule 13G filed with the SEC on behalf of Dimensional Fund Advisors LP (“Dimensional”), an investment adviser, indicates that, as of December 31, 2017, Dimensional was the beneficial owner of 1,545,708 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power with respect to 1,469,337 common shares, and shared voting power with respect to no common shares.
|
(3)
|
Amendment No. 1 to Schedule 13G filed with the SEC on behalf of BlackRock, Inc. (“BlackRock”), a parent holding company, indicates that, as of December 31, 2017, BlackRock was the beneficial owner of 1,260,279 common shares, with sole dispositive power as to all of such shares, shared dispositive power as to none of such shares, sole voting power with respect to 1,229,645 common shares, and shared voting power with respect to no common shares.
|
•
|
Each non-management director who joins the Board on or before August 1, 2017, must acquire, within five years from the date he or she was first elected to the Board, the number of shares of Libbey common stock determined by dividing $237,500 by the average closing price of Libbey common stock over the one-year period ending July 25, 2017.
|
•
|
Each non-management director who joined the Board after August 1, 2017, must acquire, within five years from the date on which he or she is first elected to the Board, the number of shares of Libbey common stock equal in value to at least five times the annual cash retainer for non-management directors in effect on the date the director is first elected to the Board. For purposes of determining the number of shares of Libbey common stock to be acquired, the cash equivalent value will be divided by the average closing price of Libbey common stock over the one-year period ending on the date of the director's election to the Board.
|
•
|
Until the director acquires the guideline number of shares, he or she must hold 100% of the net after-tax shares of Libbey common stock issued to him or her on the date of each annual shareholders meeting and all other Libbey shares that he or she owns or otherwise acquires.
|
•
|
Once the director has achieved the guideline number of shares, he or she may dispose of Libbey common stock subject, provided that: (a) until retirement, the director must continuously hold at least the guideline number of shares; and (2) shares of Libbey common stock purchased by the director and net after-tax shares issued to the director on the date of each annual shareholders meeting must be held by the director for at least one year from the date on which the director acquired them.
|
•
|
50% of the net after-tax shares underlying each grant of RSUs made after January 1, 2013, that subsequently vests; and
|
•
|
50% of the net after-tax shares underlying NQSOs granted after January 1, 2013, that the executive subsequently exercises.
|
Name of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership |
|
Percent of Class
|
|
James C. Burmeister
(1)(2)(4)
|
|
10,297
|
|
*
|
|
Annunciata (Nucci) Cerioli
(1)(2)
|
|
10,797
|
|
*
|
|
Carlos V. Duno
(3)
|
|
49,305
|
|
*
|
|
William A. Foley
(1)(2)(3)
|
|
166,220
|
|
*
|
|
Ginger M. Jones
(3)
|
|
17,397
|
|
*
|
|
Susan A. Kovach
(1)(2)
|
|
74,985
|
|
*
|
|
Eileen A. Mallesch
(3)
|
|
10,472
|
|
*
|
|
Deborah G. Miller
(3)
|
|
35,344
|
|
*
|
|
Salvador Miñarro Villalobos
(1)(2)
|
|
114,645
|
|
*
|
|
Carol B. Moerdyk
(3)
|
|
45,484
|
|
*
|
|
Steve Nave
(3)
|
|
0
|
|
*
|
|
John C. Orr
(3)
|
|
34,940
|
|
*
|
|
Veronica (Ronni) L. Smith
(1)(2)(4)
|
|
17,550
|
|
*
|
|
Carol Summersgill
(1)(2)(4)
|
|
3,079
|
|
*
|
|
Directors and Executive Officers as a Group
(1)(2)(3)(4)
|
|
590,515
|
|
2.68
|
%
|
(1)
|
Does not include shares of our common stock that have vested but are deferred under our Executive Deferred Compensation Plan, which we refer to as our EDCP. As of March 19, 2018, each of our named executives, and all executive officers as a group, had the following number of shares of our common stock that are vested but deferred under our EDCP:
|
Named Executive
|
|
Number of Deferred Shares
|
W. Foley
|
|
0
|
J. Burmeister
|
|
0
|
V. Smith
|
|
0
|
A. Cerioli
|
|
0
|
S. Kovach
|
|
17,720
|
S. Miñarro
|
|
0
|
C. Summersgill
|
|
0
|
All executive officers as a group
|
|
17,720
|
Named Executive
|
|
Number of Phantom Shares
|
W. Foley
|
|
0
|
J. Burmeister
|
|
0
|
V. Smith
|
|
0
|
A. Cerioli
|
|
0
|
S. Kovach
|
|
1,014
|
S. Miñarro
|
|
0
|
C. Summersgill
|
|
0
|
All executive officers as a group
|
|
1,014
|
(2)
|
Includes the following number of NQSOs that have been granted to our named executives and all executive officers as a group and that currently are exercisable or will be exercisable on or before May 18, 2018:
|
Named Executive
|
|
Number of Outstanding Stock Options
Exercisable Within 60 Days |
W. Foley
|
|
85,437
|
J. Burmeister
|
|
5,297
|
V. Smith
|
|
15,350
|
A. Cerioli
|
|
0
|
S. Kovach
|
|
36,172
|
S. Miñarro
|
|
81,428
|
C. Summersgill
|
|
0
|
All executive officers as a group
|
|
223,684
|
(3)
|
Includes the following number of shares of our common stock that are deferred by non-management directors under our 2009 Director Deferred Compensation Plan, which we refer to as our Director DCP, and that are payable as shares of our common stock:
|
Name of Director
|
|
Number of Deferred Shares
|
C. Duno
|
|
26,327
|
W. Foley
(a)
|
|
0
|
G. Jones
|
|
0
|
E. Mallesch
|
|
10,472
|
D. Miller
|
|
0
|
C. Moerdyk
|
|
0
|
S. Nave
|
|
0
|
J. Orr
|
|
0
|
All non-management directors as a group
|
|
36,799
|
Name of Director
|
|
Number of Phantom Shares
|
C. Duno
|
|
0
|
W. Foley
(a)
|
|
13,126
|
G. Jones
|
|
0
|
E. Mallesch
|
|
0
|
D. Miller
|
|
2,443
|
C. Moerdyk
|
|
20,566
|
S. Nave
|
|
6,921
|
J. Orr
|
|
0
|
All non-management directors as a group
|
|
43,056
|
(a)
|
Mr. Foley was a non-management director from 1994 until he assumed the role of CEO on January 12, 2016.
|
(4)
|
Based on last known information as of date of separation from service. For Ms. Cerioli, that date was March 31, 2017. For Mr. Miñarro, that date was January 15, 2018. For Ms. Smith, that date was December 31, 2017. For Ms. Summersgill, that date was February 23, 2018.
|
Named Executive
|
|
Number of Unvested RSUs
(1)
|
W. Foley
|
|
222,438
|
J. Burmeister
|
|
33,538
|
V. Smith
|
|
0
|
A. Cerioli
|
|
0
|
S. Kovach
|
|
30,727
|
S. Minarro
|
|
0
|
C. Summersgill
|
|
0
|
All executive officers as a group
|
|
342,773
|
(1)
|
Of these amounts, a total of
867
RSUs with four-year ratable vesting were awarded on February 16, 2015; a total of
33,792
RSUs with four-year ratable vesting were awarded on February 8, 2016; a total of
37,160
RSUs with four-year ratable vesting were awarded on February 6, 2017; a total of
9,344
RSUs with four-year ratable vesting were awarded on March 16, 2017; a total of 15,877 RSUs with four-year ratable vesting were awarded on October 23, 2017; a total of 14,000 RSUs with three-year cliff vesting were awarded on November 3, 2017; and a total of
231,733
RSUs with four-year ratable vesting were awarded on February 5, 2018. One share of our common stock will be issued for each vested RSU. Dividends do not accrue on RSUs until they vest. For further information, see
“Executive Compensation — Compensation Discussion and Analysis — What pay did Libbey's executives receive for 2017?”
and the
Outstanding Equity Awards at Fiscal Year-End Table
above.
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
Proposal
|
|
Voting Options
|
|
Board Recommendation
|
|
1
|
Election of Directors:
Election of Carol B. Moerdyk and John C. Orr to serve as Class I directors |
|
For, Withhold (as to any
nominee) or Abstain |
|
FOR
each of
Ms. Moerdyk and Mr. Orr |
2
|
Advisory Say-on-Pay:
RESOLVED , that the stockholders of the Company approve, on an advisory and non-binding basis, the compensation of the Company’s named executives, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, pursuant to Item 402 of Regulation S-K |
|
For, Against or Abstain
|
|
FOR
|
3
|
Ratification of Independent Auditor:
Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2018 fiscal year |
|
For, Against or Abstain
|
|
FOR
|
|
|
Vote by telephone
: Call on a touch-tone telephone, toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, on May 15, 2018. Make sure you have your proxy card, notice document or email that you received and follow the simple instructions provided.
|
|
|
Vote over the internet
: Go to
www.proxyvote.com
, 24 hours a day, seven days a week, until 11:59 p.m., eastern daylight saving time, on May 15, 2018. Make sure you have available the proxy card, notice document or email that you received and follow the simple instructions provided.
|
|
|
Vote by mail
: If you received printed copies of the proxy materials by mail, you may mark, date and sign the enclosed proxy card and return it in the postage-paid envelope that was provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.
|
|
|
Vote in person at the annual meeting
: Bring the proxy card, notice document or email you received and bring other proof of identification and request a ballot at the meeting.
|
•
|
sending us a proxy card dated later than your last vote;
|
•
|
notifying the Secretary of Libbey in writing; or
|
•
|
voting at the meeting.
|
Proposal
|
|
Required Vote
|
|
1
|
Election of Carol B. Moerdyk and John C. Orr as Class I directors
|
|
Since the election of directors is uncontested, each director must receive the vote of the majority of the votes cast with respect to such director’s election.
|
2
|
Advisory Say-on-Pay
|
|
The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.
|
3
|
Ratification of Independent Auditors
|
|
The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.
|
Certain Legal Proceedings
|
Other Business
|
Solicitation Costs
|
Reports to Shareholders
|
Internet
|
www.proxyvote.com
|
Telephone
|
1-800-579-1639
|
Email
|
sendmaterial@proxyvote.com
|
|
|
Year ended December 31, 2017
|
|
||
Adjusted EBITDA
(1)
|
|
|
|
|
|
Reported net income (loss) (U.S. GAAP)
|
|
$
|
(93,368
|
)
|
|
Add: Interest expense
|
|
|
20,400
|
|
|
Add: Provision for income taxes
|
|
|
15,798
|
|
|
Add: Depreciation and amortization
|
|
|
45,544
|
|
|
Add: Special items before interest and taxes
|
|
|
|
|
|
Goodwill impairment
|
|
|
79,700
|
|
|
Reorganization/restructuring charges
|
|
|
2,488
|
|
|
Reported Adjusted EBITDA (non-GAAP)
|
|
|
70,562
|
|
|
Impact of currency to reflect results at budgeted exchange rates
|
|
|
(4,761
|
)
|
|
Adjusted EBITDA at budgeted exchange rates (non-GAAP)
|
|
$
|
65,801
|
|
|
|
|
|
|
|
|
Increase in Trade Working Capital
(2)
|
|
|
|
|
|
Increase in accounts receivable - net
|
|
$
|
4,884
|
|
|
Increase in inventories - net
|
|
|
17,877
|
|
|
Increase in accounts payable
|
|
|
(6,764
|
)
|
|
Increase in Trade Working Capital (non-GAAP)
|
|
|
15,997
|
|
|
Increase due to currency
|
|
|
(9,597
|
)
|
|
Increase in Trade Working Capital at budgeted exchange rates (non-GAAP)
|
|
$
|
6,400
|
|
|
|
|
|
|
|
|
Adjusted Cash Earnings
|
|
|
|
|
|
Adjusted EBITDA at budgeted exchange rates (non-GAAP)
|
|
$
|
65,801
|
|
|
Increase in Trade Working Capital at budgeted exchange rates (non-GAAP)
|
|
|
(6,400
|
)
|
|
Adjusted Cash Earnings at budgeted exchange rates (non-GAAP)
|
|
$
|
59,401
|
|
|
(1)
|
We believe that Adjusted EBITDA, a non-GAAP financial measure, is a useful metric for evaluating our financial performance, as it is a measure that we use internally to assess our performance. For certain limitations and a reconciliation from net income (loss) to Adjusted EBITDA, see the "Non-GAAP Measures" and "Reconciliation of Net Income (Loss) to Adjusted EBITDA" sections included in Part II, Item 6. Selected Financial Data, in our 2017 Annual Report on Form 10-K.
|
(2)
|
Trade Working Capital, a non-GAAP financial measure, is defined as net accounts receivable plus net inventories less accounts payable. We believe that Trade Working Capital is important supplemental information for investors in evaluating liquidity in that it provides insight into the availability of net current resources to fund our ongoing operations. Trade Working Capital is a measure used by management in internal evaluations of cash availability and operational performance.
|
|
|
Year ended December 31, 2017
|
|||
ROIC
|
|
|
|
|
|
Defined as: After tax adjusted income from operations (using a 35% tax rate) over ending Trade Working Capital (accounts receivable-net plus inventory-net, less accounts payable) plus net book value of property, plant and equipment
|
|
|
|
|
|
Reported income from operations
|
|
$
|
(53,655
|
)
|
|
Add: Adjustments
|
|
|
|
|
|
Goodwill impairment
|
|
|
79,700
|
|
|
Reorganization/restructuring charges
|
|
|
2,488
|
|
|
Adjusted income from operations
|
|
|
28,533
|
|
|
Add: Impact of currency to reflect results at budgeted exchange rates
|
|
|
(7,549
|
)
|
|
Adjusted income from operations at budgeted exchange rates
|
|
|
20,984
|
|
|
Factor to apply for taxes
|
|
|
65
|
|
%
|
After tax adjusted income from operations at budgeted exchange rates
|
|
$
|
13,640
|
|
|
|
|
|
|
|
|
Invested capital
|
|
|
|
|
|
Reported property, plant and equipment, net
|
|
$
|
265,675
|
|
|
Add: Impact of currency to reflect results at budgeted exchange rates
|
|
|
(9,457
|
)
|
|
Property, plant and equipment, net at budgeted exchange rates
|
|
|
256,218
|
|
|
Accounts receivable - net
|
|
|
89,997
|
|
|
Inventories - net
|
|
|
187,886
|
|
|
Less: Accounts payable
|
|
|
78,346
|
|
|
Reported Trade Working Capital (non-GAAP)
|
|
|
199,537
|
|
|
Add: Impact of currency
|
|
|
9,597
|
|
|
Trade Working Capital at budgeted exchange rates (non-GAAP)
|
|
|
189,940
|
|
|
Total invested capital at budgeted exchange rates
|
|
$
|
446,158
|
|
|
|
|
|
|
|
|
ROIC
|
|
|
3.1
|
|
%
|
|
|
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 15, 2018 for shares held directly and by 11:59 P.M. ET on May 13, 2018 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 15, 2018 for shares held directly and by 11:59 P.M. ET on May 13, 2018 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|
|
LIBBEY INC.
P.O. BOX 10060
TOLEDO, OH 43699-0060
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
All
|
Withhold
All
|
For All
Except
|
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
|
|
|
|
|
|
|
|
|
The Board of Directors recommends you vote FOR the following Class I Directors:
|
|
|
|
|
|
|
|
|||||||
|
|
1.
|
Election of Directors
|
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01
|
Carol B. Moerdyk 02 John C. Orr
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors recommends you vote FOR the following proposals:
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
.
|
Approve, on an advisory and non-binding basis, the 2017 compensation of the Company’s named executives.
|
|
|
o
|
o
|
o
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
.
|
Ratification of the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for the 2018 fiscal year.
|
|
|
o
|
o
|
o
|
|
|
||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
NOTE:
The Directors up for election are Class I directors. At the meeting shareholders will transact such other business as properly may come before the meeting.
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
|
|
Signature (Joint Owners)
|
|
Date
|
|
|
|
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and Notice & Proxy Statement are available at
www.proxyvote.com
.
|
|||
|
|
|
|
|
|
|
|
|
LIBBEY INC.
Annual Meeting of Shareholders
May 16, 2018 2:00 PM
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) James C. Burmeister and Susan A. Kovach, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of LIBBEY INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholders to be held at 02:00 PM, EDT on May 16, 2018, at the Libbey Corporate Showroom, 335 N. St. Clair Street, Toledo, Ohio, 43604, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
|
|
|
|
Continued and to be signed on reverse side
|
|
1 Year Libbey Chart |
1 Month Libbey Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions