UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.
)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ATMI, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ATMI, INC.
7 COMMERCE DRIVE
DANBURY, CONNECTICUT 06810
(203) 794-1100
April 3, 2009
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of ATMI, Inc., which
will be held at our corporate offices located at 6 Commerce Drive, Danbury, Connecticut 06810 at
10:00 a.m. (local time) on Wednesday, May 20, 2009. On the following pages, you will find the
formal Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the annual meeting in person, it is important that your
shares are represented and voted at the annual meeting. Accordingly, please date, sign and return
the enclosed proxy card promptly.
I hope that you will attend the meeting and I look forward to seeing you there.
Sincerely,
EUGENE G. BANUCCI
Chairman of the Board
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 2009
To Our Stockholders:
The 2009 annual meeting of stockholders of ATMI, Inc. (the “
Company
”) will be held at
the Company’s corporate offices located at 6 Commerce Drive, Danbury, Connecticut on Wednesday, May
20, 2009 at 10:00 a.m. (local time) for the following purposes:
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1.
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To elect three Class III directors for a term expiring at the annual meeting of
stockholders in 2012;
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2.
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To ratify the appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2009; and
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3.
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To transact such other business as may properly come before the meeting or any
adjournment or postponement thereof.
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Only holders of record of our Common Stock (NASDAQ: ATMI) at the close of business on March
23, 2009 are entitled to receive notice of, and to vote at, the meeting and any adjournments or
postponements of the meeting.
This year, the Company is taking advantage of Securities and Exchange Commission rules that
allow us to furnish proxy materials to our stockholders on the Internet. On or about April 6,
2009, we will be mailing our Notice of Internet Availability of Proxy Materials to our
stockholders, which contains instructions for our stockholders’ use of this new process, including
how to access our 2009 Proxy Statement and 2008 Annual Report to Stockholders and how to vote
online. In addition, the Notice of Internet Availability of Proxy Materials contains instructions
on how you may receive a paper copy of the 2009 Proxy Statement and 2008 Annual Report to
Stockholders.
By order of the Board of Directors,
Ellen T. Harmon
Corporate Secretary
Dated: April 3, 2009
Danbury, Connecticut
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE
HELD ON MAY 20, 2009 — The Proxy Statement and Annual Report to Stockholders are available at
http://investor.atmi.com.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE. YOU MAY VOTE BY
TELEPHONE OR VIA THE INTERNET. IF YOU RECEIVED A PAPER COPY OF THE PROXY CARD BY MAIL, YOU MAY
ALSO MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
Table of Contents
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1
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1
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2
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2
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2
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2
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2
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3
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3
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6
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7
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9
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10
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10
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10
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10
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12
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13
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13
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13
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13
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13
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13
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15
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24
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24
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26
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27
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29
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30
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30
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34
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34
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34
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35
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36
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37
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37
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ATMI, INC.
7 COMMERCE DRIVE
DANBURY, CONNECTICUT 06810
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 2009
This proxy statement is being furnished to the holders of Common Stock (the “
Common
Stock
”) of ATMI, Inc. (the “
Company
”) in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Company’s annual meeting of stockholders (the
“
Annual Meeting
”), to be held at 10:00 a.m. (local time) on May 20, 2009 at the Company’s
corporate offices located at 6 Commerce Drive, Danbury, Connecticut, and at any adjournments or
postponements thereof.
Under rules and regulations adopted by the Securities and Exchange Commission, instead of
mailing a printed copy of our proxy materials to each stockholder of record of our Common Stock, we
are now furnishing proxy materials, which include this proxy statement, the foregoing Notice of
Annual Meeting, and the Company’s 2008 Annual Report to Stockholders over the Internet and
providing a Notice of Internet Availability of Proxy Materials by mail. If you received a Notice
of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the
proxy materials unless you request to receive these materials in hard copy by following the
instructions provided in the Notice of Internet Availability of Proxy Materials. Instead, the
Notice of Internet Availability of Proxy Materials will instruct you how you may access and review
all of the important information contained in the proxy materials. The Notice of Internet
Availability of Proxy Materials also instructs you how you may submit your proxy via telephone or
the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and
would like to receive a printed copy of our proxy materials, you should follow the instructions for
requesting such materials included in the Notice of Internet Availability of Proxy Materials.
We are mailing the Notice of Internet Availability of Proxy Materials to stockholders on or
about April 6, 2009.
As used in this proxy statement, references to the “Company” include references to ATMI, Inc.
and to its predecessor registrant, Advanced Technology Materials, Inc.
ABOUT THE MEETING
What is the purpose of the Annual Meeting?
At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual
Meeting, including the election of Class III directors, the ratification of the Company’s
independent registered public accounting firm and any other matters that may properly come before
the Annual Meeting. In addition, management will respond to any questions from stockholders.
Who is entitled to vote at the Annual Meeting?
Only holders of record of Common Stock at the close of business on March 23, 2009, the record
date for
the Annual Meeting (the “
Record Date
”), are entitled to receive notice of and to
participate in the Annual Meeting. If you were a holder of record of Common Stock on that date,
you will be entitled to vote all of the shares that you held on that date at the Annual Meeting, or
any postponements or adjournments of the Annual Meeting.
What are the voting rights of the holders of Common Stock?
Each outstanding share of Common Stock will be entitled to one vote on each matter considered
at the Annual Meeting.
Who can attend the Annual Meeting?
Subject to space availability, all stockholders as of the Record Date, or their duly appointed
proxies, may attend the Annual Meeting. Since seating is limited, admission to the Annual Meeting
will be on a first-come, first-served basis.
Please also note that if you hold your shares in “street name” (that is, through a broker or
other nominee), you will need to bring a copy of a brokerage statement reflecting your stock
ownership as of the Record Date and check in at the registration desk at the Annual Meeting.
What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the
aggregate voting power of the Common Stock outstanding on the Record Date will constitute a quorum,
permitting the Annual Meeting to conduct its business. As of the Record Date, 32,416,197 shares of
Common Stock, representing the same number of votes, were outstanding. Thus, the presence of the
holders of Common Stock representing at least 16,208,099 votes will be required to establish a
quorum.
Proxies received but marked as abstentions and broker non-votes will be included in the
calculation of the number of votes considered to be present at the Annual Meeting for purposes of
determining whether a quorum is present.
How do I vote?
If you are a stockholder with shares registered in your name, you can vote by one of the following
methods:
Via the Internet —
to vote by Internet, go to www.proxypush.com/atmi and follow the
instructions there. The deadline for voting via the Internet is 5:00 p.m. (EDT) on May 19, 2009.
By Telephone —
to vote by telephone, dial 866-390-5394 and follow the instructions. The
deadline for voting by telephone is 5:00 p.m. (EDT) on May 19, 2009.
By Mail —
Stockholders who receive a paper proxy card may elect to vote by mail and should
complete, sign and date their proxy card and mail it in the pre-addressed envelope that accompanies
the delivery of paper proxy cards. Proxy cards submitted by mail must be received by the time of
the Annual Meeting in order for your shares to be voted.
If you properly sign and return your proxy card or complete your proxy via the telephone or
Internet, your shares will be voted as you direct. If you sign and return your proxy but do not
specify how you want your shares voted, they will be voted consistent with the recommendations of
our Board as described below and in the Notice of Internet Availability of Proxy Materials.
If your shares are held by a broker, bank or other stockholder of record exercising fiduciary
powers which holds securities of record in nominee name or otherwise (typically referred to as
being held in “street name”), you may receive a separate voting instruction form with this Proxy
Statement, or you may need to contact your broker, bank or other stockholder of record to determine
whether you will be able to vote electronically via the Internet or by telephone.
2
Can I change my vote after I return my proxy card?
Yes. Any person giving a proxy pursuant to this solicitation has the power to revoke it at any
time before it is voted. It may be revoked by filing with the Corporate Secretary of the Company
at the Company’s principal executive offices, 7 Commerce Drive, Danbury, CT 06810, a written notice
of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the
Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a
proxy.
What are the Board’s recommendations?
The Board’s recommendation is set forth together with the description of each item in this
proxy statement. In summary, the Board recommends a vote:
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FOR election of the nominated slate of Class III directors (see Proposal No. 1); and
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FOR ratification of the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31,
2009 (see Proposal No. 2).
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With respect to any other matter that properly comes before the Annual Meeting, the proxy
holders will vote as recommended by the Board or, if no recommendation is given, in their own
discretion.
What vote is required to approve each item?
Election of Class III Directors.
The affirmative vote of a plurality of the votes cast at the
Annual Meeting is required for the election of the Class III directors. A properly executed proxy
marked “Withhold authority” with respect to the election of one or more Class III directors will
not be voted with respect to the nominee for Class III director or directors indicated, although it
will be counted for purposes of determining whether there is a quorum.
Ratification of Appointment of Ernst & Young LLP.
The affirmative vote of the holders of a
majority of the shares represented in person or by proxy and entitled to vote at the Annual Meeting
will be required for approval. A properly executed proxy marked “Abstain” with respect to any such
matter will not be voted, although it will be counted for purposes of determining whether there is
a quorum. Accordingly, an abstention will have the effect of a negative vote.
Under the rules that govern brokers who have record ownership of shares that are held in
“street name” for their clients, who are the beneficial owners of the shares, brokers have
discretion to vote these shares on routine matters but not on non-routine matters. Your broker will
have discretionary authority to vote your shares on each of the proposals to be considered at the
Annual Meeting, which are both routine matters. Thus, if you do not otherwise instruct your broker,
the broker may turn in a proxy card voting your shares “FOR” Proposal No. 1 and “FOR” Proposal No.
2. A “broker non-vote” occurs when a broker expressly indicates on a proxy card that it is not
voting on a matter. To the extent your broker submits a broker non-vote with respect to your shares
on a proposal, your shares will not be deemed “votes cast” and will have no effect with respect to
that proposal. Accordingly, broker non-votes will have no effect on the outcome of the vote with
respect to the election of the Class III directors or the proposal to ratify the appointment of
Ernst & Young LLP as the Company’s independent registered public accounting firm.
3
STOCK OWNERSHIP
The following table sets forth certain information known to the Company regarding the
beneficial ownership of Common Stock as of the Record Date, by: (i) each executive officer of the
Company named in the Summary Compensation Table; (ii) each director and nominee for director of the
Company; (iii) each person known by the Company to own beneficially more than five percent (5%) of
the outstanding Common Stock of the Company; and (iv) all current directors and executive officers
of the Company as a group. Except as indicated by footnote, all shares are owned directly. Except
as indicated by footnote, and subject to community property laws
where applicable, the persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them, other than restricted
shares (over which they have sole voting power but no investment power).
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Shares
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Percent
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Name and Address of Beneficial Owner (1)
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Beneficially Owned
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of Class
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Wells Fargo & Company (2)
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2,556,408
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7.89
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%
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420 Montgomery Street
San Francisco, CA 94163
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FMR LLC (3)
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2,159,400
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6.66
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%
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82 Devonshire Street
Boston, MA 02109
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Barclays Global Investors NA (4)
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2,062,799
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6.36
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%
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400 Howard Street
San Francisco, CA 94105
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Westfield Capital Management Company, LP (5)
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2,031,098
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6.27
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%
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1 Financial Center
Boston, MA 02111
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Prudential Financial, Inc. (6)
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1,654,400
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5.10
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%
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751 Broad Street
Newark, NJ 07102
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Artisan Partners Limited Partnership (7)
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1,630,800
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5.03
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%
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875 E. Wisconsin Avenue, Suite 800
Milwaukee, WI 53202
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Eugene G. Banucci (8)
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415,360
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1.27
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%
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Douglas A. Neugold (9)
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359,365
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1.10
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%
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Daniel P. Sharkey (10)
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241,275
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*
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Tod A. Higinbotham (11)
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139,898
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*
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Timothy C. Carlson (12)
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77,136
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*
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Lawrence H. Dubois (13)
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27,148
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*
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Robert S. Hillas (14)
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120,362
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*
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C. Douglas
Marsh (15)
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116,237
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*
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Mark A.
Adley (16)
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101,758
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*
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Stephen H.
Mahle (17)
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100,843
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*
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Frederick C. Flynn, Jr. (18)
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25,320
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*
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Cheryl L. Shavers, Ph.D (19)
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18,975
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*
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All current directors and executive officers as a group (16 persons) (20)
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1,885,858
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5.63
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%
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4
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*
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Represents less than 1% of the outstanding Common Stock.
|
|
|
|
(1)
|
|
Except as otherwise noted, the address for all stockholders is c/o ATMI, Inc., 7 Commerce
Drive, Danbury, Connecticut 06810.
|
|
|
|
(2)
|
|
According to a Schedule 13G filed by Wells Fargo & Company (“
Wells
”) on January 23,
2009, Wells has sole voting power with respect to 2,314,867 shares of Common Stock, sole
dispositive power with respect to 2,533,133 shares, and shared dispositive power with respect
to 3,940 shares. The Schedule 13G provides that Wells is an investment adviser.
|
|
|
|
(3)
|
|
According to a Schedule 13G filed by FMR LLC (“
FMR
”) on February 17, 2009, FMR has
sole voting power with respect to zero shares of Common Stock and sole dispositive power with
respect to 2,159,400 shares. The Schedule 13G provides that FMR is a parent holding company.
|
|
|
|
(4)
|
|
According to a Schedule 13G filed by Barclays Global Investors NA (“
BCI
”), Barclays
Global Fund Advisors (“
BCF
”), and Barclays Global Investors, LTD (“
LTD
”) on
February 5, 2009, BCI has sole voting power with respect to 620,586 shares of Common Stock and
sole dispositive power with respect to 736,280 shares, BCF has sole voting power with respect
to 939,323 shares and sole dispositive power with respect to 1,305,293 shares, and LTD has
sole voting power with respect to 665 shares and sole dispositive power with respect to 21,226
shares. The Schedule 13G provides that BCI is a bank, BCF is an investment adviser, and LTD
is a non-U.S. institution.
|
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(5)
|
|
According to a Schedule 13G filed by Westfield Capital Management Company, LP (“
WCM
”)
on February 4, 2009, WCM has sole voting power with respect to 1,452,348 shares of Common
Stock and sole dispositive power with respect to 2,031,098 shares. The Schedule 13G provides
that WCM is an investment adviser.
|
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(6)
|
|
According to a Schedule 13G filed by Prudential Financial, Inc. (“Prudential”) on February 2,
2009, Prudential has sole voting power with respect to 1,618,400 shares of Common Stock and
sole dispositive power with respect to 1,654,400 shares. The Schedule 13G provides that
Prudential is a parent holding company.
|
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(7)
|
|
According to a Schedule 13G filed by Artisan Partners Limited Partnership (“APLP”), Artisan
Investment Corporation (“AIC”), ZFIC, Inc. (“ZFIC”), Andrew A. Zeigler and Carlene M. Ziegler
on February 13, 2009, each of APLP, AIC, ZFIC, Andrew A. Zeigler and Carlene M. Ziegler have
shared voting power with respect to 1,495,900 shares of Common Stock and shared dispositive
power with respect to 1,630,800 shares of Common Stock. Each of APLP, AIC, ZFIC, Andrew A.
Zeigler and Carlene M. Ziegler may be deemed to beneficially own these shares as a result of
the direct or indirect power to vote or dispose of such shares. The Schedule 13G provides
that APLP is an investment adviser; AIC is the general partner of APLP; ZFIC is the sole
stockholder of AIC; Mr. Ziegler and Ms. Ziegler are the principal stockholders of ZFIC.
|
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(8)
|
|
Includes 8,780 restricted stock awards (“
RSA
”s), 269,089 shares issuable upon
exercise of options that are exercisable within 60 days of the Record Date and 13,821 shares
either owned or issuable upon exercise of options within 60 days of the Record Date by Dr.
Banucci’s spouse. Dr. Banucci disclaims beneficial ownership of the shares held by his
spouse.
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(9)
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|
Includes 73,008 RSAs and 235,114 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date.
|
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|
(10)
|
|
Includes 25,695 RSAs and 161,471 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date.
|
5
|
|
|
|
|
(11)
|
|
Includes 31,124 RSAs and 95,108 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date.
|
|
|
|
(12)
|
|
Includes 30,744 RSAs and 36,906 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date.
|
|
|
|
(13)
|
|
Includes 19,439 RSAs and 5,709 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date.
|
|
|
|
(14)
|
|
Includes 5,592 RSAs, 69,841 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date, 14,900 deferred stock units (as described below under
“Compensation and Other Information Concerning Officers and Directors— Director
Compensation—Deferral of Board Retainer and Fees for Committee Service”), which are
automatically converted into shares of Common Stock upon a separation from service as a
director (“
Deferred Stock Units
”), and 10,000 shares owned by the Hillas Family
Limited Partnership, of which Mr. Hillas disclaims beneficial ownership.
|
|
|
|
(15)
|
|
Includes 5,592 RSAs, 93,335 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date, 13,394 Deferred Stock Units and 8,658 shares in a trust of
which Mr. Marsh, or a member of his immediate family, is a beneficiary.
|
|
|
|
(16)
|
|
Includes 5,592 RSAs, 67,884 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date and 15,026 Deferred Stock Units.
|
|
|
|
(17)
|
|
Includes 10,592 RSAs, of which restrictions on 5,000 shares will lapse within 60 days of the
Record Date, 68,999 shares issuable upon exercise of options that are exercisable within 60
days of the Record Date and 14,058 Deferred Stock Units.
|
|
|
|
(18)
|
|
Includes 5,592 RSAs, 15,551 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date and 5,293 Deferred Stock Units.
|
|
|
|
(19)
|
|
Includes 5,592 RSAs and 9,661 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date.
|
|
|
|
(20)
|
|
Includes 312,710 RSAs, 1,109,158 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date and 62,671 Deferred Stock Units.
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”),
requires the Company’s executive officers and directors, and persons who beneficially own more than
ten percent (10%) of the Common Stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission (the “
SEC
”) and to furnish the Company with copies
of all such forms they file. Based solely on its review of filings with the SEC, copies of such
filings received by the Company, or written representations from certain reporting persons, the
Company believes that the Company’s executive officers and directors, and persons who beneficially
own more than ten percent (10%) of the Common Stock, complied with Section 16(a) of the Exchange
Act during the fiscal year ended December 31, 2008, with the exception of the following late
filing, which resulted from delayed communication by a broker: Form 4 for Thomas McGowan, an
executive officer in 2008, in relation to a sale of stock on May 19, 2008 (filed May 22, 2008).
6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors is classified into three classes. The three directors serving in Class
III have terms expiring at this Annual Meeting. The Board of Directors has nominated the Class III
directors currently serving on the Board of Directors, Stephen H. Mahle, C. Douglas Marsh and
Douglas A. Neugold, for election to serve as Class III directors of the Company for a three-year
term expiring at the Company’s annual meeting of stockholders in 2012, and until their successors
are duly elected and qualified, or until their earlier resignation, death, or removal. Each of the
nominees has indicated a willingness to serve as a director, but if for any reason any nominee
should be unavailable to serve as a director at the time of the Annual Meeting, a contingency which
the Board of Directors does not expect, a different person designated by the Board of Directors may
be nominated in his stead.
Class III Director Nominees for Terms Expiring in 2012
The following table sets forth information regarding the nominees for re-election as Class III directors:
|
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|
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|
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|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
|
|
Stephen H. Mahle
|
|
|
63
|
|
|
Director
|
|
C. Douglas Marsh
|
|
|
63
|
|
|
Director
|
|
Douglas A. Neugold
|
|
|
50
|
|
|
Director
|
STEPHEN H. MAHLE
has served as a director of the Company since 1996. Since August 2007, Mr.
Mahle has been Executive Vice President, Healthcare Policy and Regulatory, for Medtronic, Inc., a
medical device manufacturer. From May 2004 to August 2007, Mr. Mahle was Executive Vice President
of Medtronic and since January 1998, President of its Cardiac Rhythm Disease Management business.
From 1998 to 2004, Mr. Mahle served as Senior Vice President of Medtronic. From 1995 to 1997, Mr.
Mahle served as President of the Brady Pacing Business, a division of Medtronic, and prior to 1995,
as Vice President and General Manager of the Brady Pacing Business.
C. DOUGLAS MARSH
has served as a director of the Company since 2000. Since April 2004, Mr.
Marsh has been retired. From July 1998 to April 2004, Mr. Marsh was the Vice President, Business
Integration, U.S. Investor Relations of ASML Holding NV, a seller of photolithography equipment to
the semiconductor industry. Prior to July 1998, Mr. Marsh served as Vice President, Worldwide
Sales and President, U.S. Operations, of ASML Holding NV. Since 2001, Mr. Marsh has also served on
the board of directors and on the Audit and Compensation Committees of MEMC Electronic Materials,
Inc., a publicly-traded company that produces wafers for the semiconductor and solar industries.
DOUGLAS A. NEUGOLD
has served as Chief Executive Officer of the Company since January 1, 2005,
as a Director since August 2003, and as President since May 2000. Mr. Neugold also served as Chief
Operating Officer from August 2003 to 2005. Prior to his appointment as President, he served as
Executive Vice President of the Materials Division from February 1999, and Vice President of the
SDS gas business from January 1998. Prior to joining the Company, Mr. Neugold served in a variety
of executive and managerial positions with the Electronic Materials Division of Johnson Matthey
Plc, a specialty chemicals company, including Vice President, and later, President, of the
Semiconductor Packages business and Director of Asian Operations. Mr. Neugold also serves on the
board of directors of Semiconductor Equipment and Materials International (SEMI), the trade
association serving the worldwide semiconductor equipment, materials and flat panel display
industries.
Our Board of Directors recommends that you vote “FOR” the election of the three nominees named
above for the terms of office ending in 2012.
7
Continuing Directors
The following table holds information regarding directors whose terms continue after the
Annual Meeting. The terms for directors in Class I expire at the 2010 Annual Meeting of
Stockholders and the terms for directors in Class II expire at the 2011 Annual Meeting of
Stockholders.
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|
|
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|
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|
Name
|
|
Age
|
|
Class
|
|
Position
|
|
|
|
|
|
|
|
|
|
|
|
Robert S. Hillas
|
|
|
60
|
|
|
I
|
|
Director
|
|
Frederick C. Flynn, Jr.
|
|
|
58
|
|
|
I
|
|
Director
|
|
Cheryl L. Shavers
|
|
|
55
|
|
|
I
|
|
Director
|
|
Mark A. Adley
|
|
|
49
|
|
|
II
|
|
Director
|
|
Eugene G. Banucci
|
|
|
65
|
|
|
II
|
|
Director
|
Class I Directors — Terms Expiring in 2010
ROBERT S. HILLAS
has served as a director of the Company since 1987. Since December 2007, Mr.
Hillas has served as the Chief Financial Officer of Harding, Loevner LLC, an investment adviser,
and its predecessor, and HLM Holdings, Inc., its parent. Prior to that, Mr. Hillas served as
Senior Advisor at Warburg Pincus, LLC, a private equity firm, from January 2006 to July 2007. From
March 2005 to January 2006, Mr. Hillas was a Managing Director of Investment Banking at CIBC World
Markets Corp. From March 2003 to March 2005, Mr. Hillas was a consultant. From April 1998 to
March 2003, Mr. Hillas was the President, Chief Executive Officer and Chairman of the Board of
Envirogen, Inc., an environmental systems and services company.
FREDERICK C. FLYNN, JR.
has served as a director of the Company since 2005. Since July 2008,
Mr. Flynn has been serving as an independent financial consultant. From November 2007 to June
2008, Mr. Flynn served as Executive Vice President and Chief Financial Officer of Kionix, Inc., a
designer and manufacturer of micro-electromechanical systems sensor products. From October 2005 to
November 2007, Mr. Flynn was an independent financial consultant. From January 1999 through
September 2005, Mr. Flynn was Senior Vice President-Finance & Administration, Chief Financial
Officer and a director of CUNO, Inc., a filtration equipment manufacturer. From January 1997
through 1998, Mr. Flynn served as Senior Vice President and Chief Financial Officer of GE Capital
Information Technology Solutions, a computer systems distributor and service provider. Previously,
Mr. Flynn held a variety of financial management positions with United Technologies Corporation, a
global diversified industrial corporation, including from 1989 to 1995, the position of Vice
President — Treasurer. Mr. Flynn has been a director and Chairman of the Audit Committee of
Polypore International, Inc., a manufacturer of specialized polymer-based microporous membranes,
since July 2007.
CHERYL L. SHAVERS, Ph.D.
has served as a director of the Company since 2006. Since February
2001, Dr. Shavers has been the Chief Executive Officer of Global Smarts, Inc., a corporate
investment and advisory services firm. She is also a director and member of the Technology and
Nominating Committees of Rockwell Collins, Inc., a publicly-traded company providing communications
and aviation electronics solutions, and serves on the Advisory Board of E.W. Scripps Company, a
diversified global media company. From 1999 to 2001, Dr. Shavers served as Under Secretary of
Commerce for Technology at the U.S. Department of Commerce. Prior to 1999, Dr. Shavers held a
variety of senior level positions at Intel Corporation, a designer and manufacturer of integrated
circuits, most recently the Director of Emerging Technologies in the Microprocessor Sector Group at
Intel Capital.
8
Class II Directors — Terms Expiring in 2011
MARK A. ADLEY
has served as a director of the Company since 1991. Since March 2002, Mr. Adley
has been a Managing Director of Mergers & Acquisitions at Banc of America Securities LLC, the
investment banking subsidiary of Bank of America. From 1996 to 2001, Mr. Adley was a Managing
Director at Credit Suisse First Boston Corporation, an investment banking firm.
EUGENE G. BANUCCI, Ph.D.
a founder of the Company, has served as Chairman of the Board and
Director since 1986. Until January 1, 2005, Dr. Banucci served as Chief Executive Officer, in which
position he had served since 1986. Previously, Dr. Banucci served in a variety of executive and
managerial positions, including serving as President from 1986 to April 2000. Prior to 1986, Dr.
Banucci was a director of American Cyanamid Company’s Chemical Research Division, with
responsibility for the research, development and technical service activities of the Chemicals
Group. Since 2003, Dr. Banucci has also served on the board of directors of Zygo Corporation, a
publicly-traded company that designs, develops and manufactures optical components and instruments
for optics-intensive industries. Since 2006, Dr. Banucci has served on the board of directors of
Clean Harbors Corporation, a publicly-traded company in the environmental service business.
PROPOSAL NO. 2
RATIFICATION
OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as the
independent registered public accounting firm to audit the consolidated financial statements of the
Company and its internal control over financial reporting for the fiscal year ending December 31,
2009, and has determined that it would be desirable to request that the stockholders ratify such
appointment. Ernst & Young LLP served as the Company’s independent registered public accounting
firm for the fiscal year ended December 31, 2008, and has reported on the Company’s consolidated
financial statements and its internal control over financial reporting for such year.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have
the opportunity to make a statement if they desire to do so and will be available to respond to
appropriate questions from stockholders.
While stockholder ratification is not required for the appointment of Ernst & Young LLP, since
the Audit Committee of the Board of Directors has the responsibility for appointing the Company’s
independent registered public accounting firm, the appointment is being submitted for ratification
at the Annual Meeting with a view toward soliciting the stockholders’ opinions, which the Audit
Committee of the Board of Directors will take into consideration in future deliberations.
For information regarding audit and other fees billed by Ernst & Young LLP for services
rendered in fiscal years 2008 and 2007, see “Fees of Independent Registered Public Accounting Firm
and Report of the Audit Committee—Fees Billed by Independent Registered Public Accounting Firm for
Fiscal 2008 and 2007”.
Our Board of Directors recommends that you vote “FOR” the ratification of the appointment of our Independent
Registered Public Accounting Firm.
9
BOARD OPERATIONS
Current Members of the Board and Each Committee of the Board
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Corporate Governance
|
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Audit
|
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Compensation
|
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and Nominating
|
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Technology
|
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Director
|
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Committee
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Committee
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Committee
|
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Committee
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Mark A. Adley
|
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*
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**
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Eugene G. Banucci
|
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*
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Frederick C. Flynn,
Jr.
|
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**
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Robert S. Hillas
|
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*
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**
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Stephen H. Mahle
|
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*
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*
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*
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C. Douglas Marsh
|
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*
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*
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Douglas A. Neugold
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Cheryl L. Shavers
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*
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**
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Independent Directors
The Board of Directors has determined that six of our eight directors, Messrs. Adley, Flynn,
Hillas, Mahle and Marsh and Dr. Shavers, are “independent” directors as defined in the NASDAQ
Global Select Market’s listing standards and under the Company’s Corporate Governance Guidelines
and Principles, which are available on the Company’s website, www.atmi.com. Dr. Banucci’s
employment relationship with the Company terminated in June 2008.
Our independent directors regularly hold meetings in executive session, at which only
independent directors are present. Since May 2004, Mark A. Adley has served as the presiding
independent director of the Board of Directors. In this role, Mr. Adley presides over executive
sessions of the independent members of the Board of Directors and leads the deliberations of the
Board’s independent directors on topics such as CEO succession, nominations to the Board and
corporate governance.
Role of Each Committee
The Board of Directors has a standing Audit Committee, Compensation Committee, Corporate
Governance and Nominating Committee, and Technology Committee.
Audit Committee
The functions and responsibilities of the Audit Committee are described in the written charter
available on the Company’s website,
www.atmi.com,
and are described in more detail below under the
heading “Fees of Independent Registered Public Accounting Firm and Report of the Audit
Committee—Report of the Audit Committee.” All of the members of the Audit Committee are independent
within the meaning of SEC regulations and the listing standards of the NASDAQ Global Select Market.
In addition, the Board has determined that each member of the Audit Committee is financially
literate and is considered an “audit committee financial expert” as defined in Regulation S-K as
promulgated by the SEC. The Audit Committee met twelve times during 2008 to, among other things,
appoint, compensate, retain, and oversee the work of the independent auditor, review the Company’s
annual and quarterly financial results, approve the Company’s annual audited financial results,
discuss and approve the internal audit plan and review progress with respect to the independent
audit of the Company’s financial statements and oversee the effectiveness of the Company’s internal
controls over financial reporting.
10
Compensation Committee
The Compensation Committee is responsible for overseeing the Company’s compensation policies
and practices, including compensation of the executive officers and non-employee directors of the
Company. The Compensation Committee approves, among other things, annual performance objectives
for the Chief Executive Officer and recommends to the Board for approval the compensation of the
executive officers, including the Chief Executive Officer. The Compensation Committee receives
recommendations from the Chief Executive Officer with respect to base salaries and annual incentive
compensation awards for executive officers other than the Chief Executive Officer. See
“Compensation and Other Information Concerning Officers and Directors—Compensation Discussion and
Analysis”. The Compensation Committee is also responsible for administering the Company’s 1997,
1998, 2000 and 2003 stock plans (each a “Stock Plan”, and collectively, the “Stock Plans”),
including recommending to the Board for approval the grant of stock options and awards of
restricted stock under such Plans. In accordance with its charter, the Compensation Committee may
form, and delegate any of its responsibilities to, a subcommittee comprised solely of one or more
of its members. The functions and responsibilities of the Compensation Committee are described in
more detail in the written charter available on the Company’s website,
www.atmi.com
. All of the
members of the Compensation Committee are independent within the meaning of the listing standards
of the Nasdaq Global Select Market. The Compensation Committee met eight times during 2008.
In 2006, 2007 and 2008, the Compensation Committee retained an independent executive
compensation consulting firm, Pearl Meyer & Partners (“
PM&P
”), to assist it in assessing
the competitiveness of the Company’s compensation programs for executive officers and non-employee
directors. PM&P’s scope of work with respect to 2008 compensation included reviewing the
established peer group of companies for external comparisons of total compensation and aggregate
long-term incentive equity compensation, and assessing current compensation levels, plans and
practices of the Company against the comprehensive study thereof conducted with respect to 2007
compensation by PM&P. PM&P reports directly to the Compensation Committee and does not perform any
services for management. As provided in the Compensation Committee’s charter, the fees for PM&P
are paid by the Company.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is responsible for:
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•
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developing and recommending to the Board, and overseeing implementation of, the
Company’s corporate governance guidelines and principles;
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•
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|
reviewing on a periodic basis the overall effectiveness and appropriateness of the
Company’s corporate governance and recommending improvements when necessary;
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•
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|
assisting the Board in identifying, screening and reviewing individuals qualified to
serve as directors in accordance with criteria approved by the Board and recommending to
the Board candidates for nomination for election at the annual meeting of stockholders or
to fill Board vacancies;
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•
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|
developing and recommending to the Board, and overseeing implementation of, the
Company’s policies and procedures for the receipt of stockholder suggestions regarding
Board composition and recommendations of candidates for nomination by the Board; and
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•
|
|
assisting the Board in disclosing information relating to functions of the Corporate
Governance and Nominating Committee as may be required in accordance with federal
securities laws.
|
The functions and responsibilities of the Corporate Governance and Nominating Committee are
described in more detail in the written charter available on the Company’s website,
www.atmi.com
.
All of the members of the Corporate Governance and Nominating Committee are independent within the
meaning of the listing standards of the NASDAQ Global Select Market. The Corporate Governance and
Nominating Committee met three times during 2008.
11
Technology Committee
The Technology Committee is responsible for providing review and oversight on matters relating
to technology and innovation, including:
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•
|
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significant emerging technology issues and trends that may affect the Company;
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•
|
|
the Company’s approach to technical innovation; and
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•
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|
alignment between strategic commercial objectives and the Company’s technology and
product innovation plans.
|
The functions and responsibilities of the Technology Committee are described in the written charter
available on the Company’s website,
www.atmi.com
. The Technology Committee, which consists of
three Directors (and consisted of two Directors in 2008) and receives regular input from the
Company’s Chief Technology Officer, met twice during 2008.
Process for Nominating Directors
The Corporate Governance and Nominating Committee reviews the skills and experience of
potential candidates for election to the Board and recommends nominees to the full Board for
approval. Areas of importance to the Board in evaluating candidates are personal and professional
integrity, demonstrated ability and judgment, industry and functional expertise and diversity. The
Corporate Governance and Nominating Committee uses a variety of means to identify prospective
nominees for the Board, including considering referrals from other Board members, management and
other external sources such as retained executive search firms. When considering director
candidates, the Corporate Governance and Nominating Committee seeks individuals with backgrounds
and qualities that, when combined with those of the Company’s other directors, provide a blend of
skills and experience that will enhance the Board’s effectiveness. The Corporate Governance and
Nominating Committee will also continue to recommend to the Board that it nominate qualified
incumbent directors whom the Corporate Governance and Nominating Committee believes will continue
to make important contributions to the Board.
Historically, the Company has not been presented with a nominee for director by any of its
stockholders. The Corporate Governance and Nominating Committee intends to use the same criteria
as described above for evaluating any such nominee candidates. Pursuant to the Company’s Bylaws,
the Corporate Governance and Nominating Committee would consider qualified nominees recommended by
any stockholder who is a stockholder of record at the time of giving of notice as provided for in
Section 2.9 of the Company’s Bylaws and who gives timely notice in writing to the Corporate
Secretary of the Company at the Company’s principal executive offices pursuant to such Section. To
be timely, notice must be delivered not later than the close of business on the sixtieth day, nor
earlier than the close of business on the ninetieth day, prior to the first anniversary of the
preceding year’s annual meeting, unless the date of the annual meeting is more than thirty days
before, or more than sixty days after, such anniversary date, in which case to be timely, notice
must be so delivered not earlier than the close of business on the ninetieth day prior to such
annual meeting and not later than the close of business on the later of the sixtieth day prior to
such annual meeting and the close of business on the tenth day following the day on which public
announcement of the date of such meeting is first made by the Company. Any such notice must also
include as to each person whom a stockholder proposes to nominate for election as a director (i)
that information required by the Company’s Bylaws, including the class and number of shares owned
(beneficially and of record) by the stockholder; a description of any agreements the stockholder
has with affiliates or third parties concerning the director nomination; a description of any
derivative or short positions, profit interests, options, hedging transactions, and borrowed or
loaned shares the stockholder has with respect to the Company’s stock; a representation that the
stockholder is entitled to vote at the meeting and intends to attend the meeting to present the
director nomination; and whether the stockholder intends to conduct a proxy solicitation; and (ii)
certain biographical information about each director nominee as specified in the Company’s Bylaws,
as well as a questionnaire completed by each director nominee that requires the nominee to disclose
any voting commitments the nominee may have with a third person and commit to comply with the
Company’s corporate governance standards if elected.
12
Stockholder Communications with the Board
Stockholders may contact the Board or any of the Company’s directors (including the presiding
independent director) by writing to them at ATMI, Inc., 7 Commerce Drive, Danbury, Connecticut
06810, c/o Investor Relations. The Company will forward all stockholder communications directly to
the respective Board members to whom such communication is directed.
Code of Conduct
The Company has adopted a business code of conduct for all of our employees and directors,
including our principal executive officer, principal financial/accounting officer and other senior
financial personnel that complies with applicable SEC and NASDAQ requirements. A copy of our
business code of conduct is available on our website at
www.atmi.com
. In addition, any person may
receive a copy of the code, free of charge, by making a request in writing, directed to Investor
Relations, ATMI, Inc., 7 Commerce Drive, Danbury, Connecticut 06810. We intend to post on our
website material changes to, or waivers from, our business code of conduct, if any, within four
business days of any such event.
Board Attendance at the Annual Meeting
In accordance with the Company’s Corporate Governance Guidelines and Principles, available on
our website at
www.atmi.com,
all directors are expected to attend the Company’s Annual Meeting of
Stockholders absent unusual circumstances. All directors who served on the Board at the last
Annual Meeting were in attendance.
Frequency of and Attendance at Board Meetings During Fiscal 2008
The Board of Directors held eight meetings during 2008 and acted four times by unanimous
written consent. No director attended fewer than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors, and (ii) the total number of meetings held by all Committees of
the Board on which such director served.
COMPENSATION AND OTHER INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS
Executive Officers
The following table sets forth certain information with respect to the Company’s executive
officers, other than Douglas A. Neugold, for whom information is set forth under Class III
directors, above:
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
|
|
Timothy C. Carlson
|
|
|
43
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
Ellen T. Harmon
|
|
|
54
|
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
|
Tod A. Higinbotham
|
|
|
44
|
|
|
Executive Vice President, Process Solutions
|
|
Daniel P. Sharkey
|
|
|
52
|
|
|
Executive Vice President, Business Development
|
|
Steven M. Curtis
|
|
|
56
|
|
|
Senior Vice President, Sales
|
|
Lawrence H. Dubois
|
|
|
54
|
|
|
Senior Vice President and Chief Technology Officer
|
|
Paul J. Hohlstein
|
|
|
58
|
|
|
Senior Vice President, Supply Chain and Operations
|
|
Kevin M. Laing
|
|
|
41
|
|
|
Senior Vice President and Chief Information Officer
|
TIMOTHY C. CARLSON
has served as Executive Vice President, Chief Financial Officer and
Treasurer since September 2007. Prior to that, Mr. Carlson served as Senior Vice President and
General Manager, Packaging, from March 2007 to September 2007. Previously, he was Senior Vice
President, Business Development from 2005 to March 2007. Mr. Carlson joined ATMI as Vice President
and Corporate Controller in 2000. Before joining ATMI, Mr. Carlson was with Campbell Soup Company,
a global manufacturer of soup, beverage, confectionery and
prepared food products, most recently as Finance Director for Campbell Australia and for Pepperidge
Farm.
13
ELLEN T. HARMON
has served as Executive Vice President, Chief Legal Officer and Secretary
since joining ATMI in January 2008. Prior to joining ATMI, Ms. Harmon was Vice President, General
Counsel and Corporate Secretary at WHX Corporation, a diversified manufacturing company engaged in
electronic and engineered materials, specialty fasteners and tubing, since February 2006, and prior
to that was Senior Vice President, General Counsel and Corporate Secretary at The Robert Allen
Group, Inc., a designer/distributor of fabrics and furnishings to the interior design trade,
furniture manufacturers, and the contract and hospitality markets from January 2004 to February
2006. Previously, Ms. Harmon served as Vice President, General Counsel and Corporate Secretary of
Metallurg, Inc., an international producer and supplier of specialty metals, metallic chemicals and
metal alloys from January 1999 to June 2002. She held a number of positions with Sequa Corporation
from 1988 through 1998, including Senior Associate General Counsel and Corporate Secretary.
TOD A. HIGINBOTHAM
has served as Executive Vice President, Process Solutions, since September
2007. Prior to that, Mr. Higinbotham served as Senior Vice President, General Manager, Materials,
from October 2004 through September 2007. Mr. Higinbotham joined ATMI in 1999 as Vice President of
Sales and Marketing for the Epitaxial Services division. In February 2001, the Material Lifecycle
Solutions division was formed and Mr. Higinbotham served as Vice President, Sales and Service,
later adding the duties of Vice President of Marketing in September 2003. Prior to joining ATMI,
Mr. Higinbotham served as Director of Sales and Marketing for the specialty silicon business unit
of Komatsu, Ltd., a manufacturer of construction and mining equipment, industrial machinery and
vehicles and electronics products. Mr. Higinbotham also served as a consultant, leading business
system reengineering projects, for several high tech companies.
DANIEL P. SHARKEY
has served as Executive Vice President, Business Development, since
September 2007. Prior to that, Mr. Sharkey served as Chief Financial Officer from 1990 to
September 2007, as Treasurer from 1993 to September 2007, as Executive Vice President since 2005,
and as Vice President from 1993 to 2005. Mr. Sharkey also served as Secretary from January 2004
through May 2004, and as Acting Secretary from September 2007 through January 2008. Prior to 1990,
Mr. Sharkey served as Vice President of Finance and Administration for Adage, Inc., a manufacturer
of high-performance computer graphics terminals, Corporate Controller for CGX Corporation, and as
an Audit Supervisor for KPMG, a firm that provides audit, tax and advisory services.
STEVEN M. CURTIS
has served as Senior Vice President, Sales, since September 2007. Mr. Curtis
joined ATMI in July 2007, and served as Vice President of Sales, Materials, until September 2007.
Prior to joining ATMI, Mr. Curtis was General Marketing Manager at Nalco Company, a provider of
potable and waste water treatment products, from 2004 to July 2007. Prior to that, Mr. Curtis
served as General Manager at Nalco from 2001 through 2003, responsible for sales and marketing
within 20 countries.
LAWRENCE H. DUBOIS, Ph.D.
has served as Senior Vice President and Chief Technology Officer
since joining ATMI in September 2007. Prior to joining ATMI, Dr. Dubois was Corporate Vice
President and head of the Physical Sciences Division at SRI International from 2000 through
September 2007, where he led a multidisciplinary team of approximately 200 scientists and engineers
focusing on the development and commercialization of advanced materials and coatings, micro- and
nano- fabrication technologies, power sources, medical diagnostics, molecular and optical physics,
and environmentally benign processing. Prior to that, Dr. Dubois served as Director, Defense
Sciences Office, at the Defense Advanced Research Project Agency (U.S. Department of Defense). He
is the Chair of the Defense Sciences Research Council and a member of the Board of Directors of
Sylvan Source.
PAUL J. HOHLSTEIN
has served as Senior Vice President, Supply Chain and Operations, since
September 2007. Mr. Hohlstein joined ATMI in 2005, and served as Vice President of Supply Chain and
Operations, Materials, until September 2007. Prior to joining ATMI, Mr. Hohlstein was Vice
President and General Manager at Pemstar, Inc., a global electronics manufacturing service
provider, from 2004 through 2005. Prior to that, Mr. Hohlstein served as Vice President, Operations
of the Etch Product Group at Applied Materials, Inc., a semiconductor equipment and materials
provider, and also as Vice President, Global Materials and Supply Chain Management, where he was
responsible for overall operations and global account management, from 2000 through 2003.
14
KEVIN M. LAING
has served as Senior Vice President and Chief Information Officer since
September 2007. Mr. Laing joined ATMI in March 2003, and served as Vice President and Chief
Information Officer until 2007. Before joining ATMI, Mr. Laing served as Vice President and Chief
Information Officer of XESystems, Inc., a subsidiary of Xerox Corporation, a document management
technology and services provider from 1998 to 2003. Previously, Mr. Laing was a consultant with
Andersen Consulting, a global management consulting, technology services and outsourcing company
from 1997 to October 1998. Prior to that, he worked for Pitney Bowes, a provider of mailstream
solutions, in a variety of finance, audit and accounting roles from July 1990 to March 1997.
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the material elements of
compensation for our executive officers identified in the Summary Compensation Table (the
“
Named Executive Officers
”). The Compensation Committee of the Board (the
“
Committee
”) reviews and makes recommendations to the Board for the compensation of our
executive officers, including the Named Executive Officers, consisting of base salary, annual
incentive awards, and long-term equity incentive compensation consisting of stock option grants and
restricted stock awards (“
RSAs
”), as well as an executive officer perquisite plan and any
other proposed form of compensation. The Committee’s recommendations are generally subject to
final approval of the Board of Directors.
Compensation Program Objectives
Our executive compensation program is designed to achieve the Company’s goal of attracting,
engaging and retaining leaders who can achieve financial and strategic growth objectives that
maximize long-term shareholder value. Compensation levels are set to be competitive within the
Company’s Peer Group (see below), as well as to reflect Company performance and relevant individual
performance.
The Committee considers relevant market pay practices in setting executive compensation to
enhance the Company’s ability to attract and retain the talented individuals that will help ensure
our long-term success in a highly competitive industry. Our executive compensation plan, as
recommended by the Committee’s compensation consultant, Pearl Meyer & Partners (“
PM&P
”),
consists of three key elements: base salary, annual cash incentives and long-term equity
incentives. In assessing market competitiveness, the compensation of the Company’s executive
officers was reviewed against executive compensation at a designated set of peer companies (the
“
Peer Group
”), which were selected based on industry, revenue and market capitalization
similarity. The Peer Group is comprised of the following companies: Advanced Energy Industries,
Inc., Axcelis Technologies, Inc., Brooks Automation, Inc., Cabot Microelectronics Corporation,
Credence Systems Corporation, Cymer, Inc., Entegris, Inc., FEI Company, FormFactor, Inc., Mattson
Technology, Inc., MKS Instruments, Inc., Photronics, Inc. and Veeco Instruments Inc. In addition
to the Peer Group, the Committee considers data from compensation surveys to create a broad market
perspective for making external comparisons to the Company’s compensation programs. The Chief
Executive Officer attends many of the Committee’s meetings and makes recommendations regarding
compensation packages for other executive officers. He does not attend the portions of those
meetings at which his own compensation, strategic goals or performance are under consideration.
The Committee’s overall objective is to set compensation levels and targets for executive
officers that are competitive with the Peer Group. To ensure that the Company is attracting top
talent and to reinforce the Committee’s philosophy of rewarding excellent performance, the
Committee has provided for three components of compensation that are described more fully below.
Base salary levels, annual incentive compensation awards and long-term equity incentive awards vary
based on an individual’s job responsibilities, experience, performance and Company financial
results. The Committee and the Board set financial targets for the Company, the achievement of
which is the primary determinant of annual incentive compensation levels, as well as, to a lesser
extent, individual strategic objectives, which include such goals as implementation of key
strategic initiatives, execution of business process efficiencies, development of leadership
throughout the Company, integration of continuous improvement processes, and strengthening of our
“customer first” focus. The Board strongly encourages each executive officer to maintain a
meaningful equity stake in the Company, which is made possible through the retention of a
significant portion of stock upon exercise of options and vesting of restricted stock.
15
The Elements of the Company’s Total Compensation Program
Base Salary
The Company’s base salary program recognizes an individual’s job responsibilities, management
experience and actual performance, as well as the Company’s financial performance, and supports the
Committee’s general philosophy of paying base salaries at the 50th percentile of salaries paid to
executives in comparable positions within the Peer Group. For the executive officers other than
the Chief Executive Officer, changes in base salary are proposed to the Committee by the Chief
Executive Officer based on his evaluation of each individual’s performance for the year, as well as
target pay relative to the Peer Group and the Company’s overall salary budget guidelines. The
Chief Executive Officer’s recommendations are reviewed and approved by the Committee, subject to
final approval of the Board, in December of each year, and if approved, become effective the
following January. The Committee considers the same elements described above in determining
adjustments to the Chief Executive Officer’s base salary.
After applying these criteria in December 2008, with a particular emphasis on the Company’s
financial performance and the current difficult economic environment, the Board did not approve any
increase in base salaries for any executive officers (including the Named Executive Officers) for
the second consecutive year.
Base salaries paid to executive officers are deductible for federal income tax purposes except
to the extent that the executive is a covered employee under Section 162(m) of the U.S. Internal
Revenue Code of 1986, as amended (the “
Tax Code
”), and such executive’s aggregate
compensation subject to Section 162(m) exceeds $1 million. Generally, Named Executive Officers
from year to year are considered “covered employees” under the Tax Code. No employee of the
Company received base salary in excess of $1 million in 2008.
Annual Incentive Compensation Awards
The Company’s annual incentive compensation awards program is intended to motivate executives
to achieve Company results that exceed Peer Group performance. Under the plan, annual awards are
approved in December, subject to completion of the annual audit, and paid in the first quarter of
the following year. Awards are based on the achievement of pre-established financial objectives
and individual strategic objectives for the current fiscal year. Award targets are set as a
percentage of base salary, with reference to similar awards and total cash compensation at Peer
Group companies.
Financial objectives for the Company and individual strategic objectives for executive
officers are approved annually in advance based upon operating plans approved by the Board of
Directors. The plan provides for 75% of the award to be based on attainment of financial
objectives (both revenue and operating income weighted components) and 25% to be based on
attainment of individual strategic objectives. For any given fiscal year, proposed payouts to
executive officers may range from 0% to 200% of award targets on a sliding scale (with 0% for
threshold (or below) performance, 100% for target performance and 200% for stretch performance).
Financial and individual strategic objectives, potential award amounts and actual award amounts for
the Chief Executive Officer are recommended solely by the Committee and approved by the Board of
Directors. Recommendations for awards for the other executive officers are made by the Chief
Executive Officer to the Committee, which in turn considers those recommendations and subsequently
determines the award amounts that are presented for approval to the Board of Directors. The plan
provides for no awards if minimum thresholds set for financial targets are not achieved, but the
Committee retains discretion, in light of the Company’s and the individual’s performance, to take
into account extraordinary factors in determining the granting of awards to meet overall
compensation objectives.
For 2008, the Committee recommended, and the Board approved, specific financial targets for
revenue and operating income for the Company. The Committee also approved strategic objectives for
individual executive officers that related directly to the execution of the Company’s core
strategies relevant to the individual’s business or functional responsibilities (for example, new
product initiatives, key customer initiatives, leadership development, business development, and
risk management). The Committee determined the specific revenue and operating income targets for
the establishment of 2008 annual incentive award payments with respect to our short-term financial
objectives, combining the importance of revenue growth in conjunction with meeting an operating
income objective.
16
The Board of Directors had set 2008 financial targets for incentive compensation purposes at
$410.3 million of revenue, and $63.9 million of operating income. Actual consolidated revenues and
operating income for fiscal 2008 were $339.1 million and $39.9 million, respectively. As a result
of the 2008 consolidated financial performance being below threshold performance, no payouts were
made to executive officers in respect of the attainment of financial objectives. The Committee and
the Board exercised their discretion, as contemplated by the plan, in determining to award
incentive compensation to Named Executive Officers for fiscal year 2008, based on the achievement
of their individual strategic objectives, and, in certain cases, additional discretionary amounts
in recognition of achievement beyond those objectives. The Board of Directors recognized the
difficult challenges presented by the broad economic downturn in 2008, but also the strong
individual contributions of several Named Executive Officers, in making such additional
discretionary awards to Messrs. Neugold, Carlson and Higinbotham. Awards to the Named Executive
Officers are set forth in the Summary Compensation Table under “Non-Equity Incentive Plan
Compensation”. The Committee believes that incentive awards paid to the Named Executive Officers
for fiscal year 2008 served the intent of the plan in appropriately rewarding individual
accomplishment despite below threshold Company financial performance. Fiscal year 2008 awards were
paid in cash in February 2009 following completion of the annual audit.
The Company intends that executive officer compensation be fully deductible for federal income
tax purposes, taking into account Section 162(m) of the Tax Code, provided that other compensation
objectives are met. Incentive awards paid to executive officers under the annual incentive plan
generally are deductible for federal income tax purposes because they qualify as performance-based
compensation under Section 162(m) of the Tax Code.
Base salary and cash payments under the annual incentive compensation program are the only
elements of compensation that are used in determining the amount of contributions by employees, and
the Company on behalf of employees, permitted under the Company’s 401(k) savings plan.
Long-term Incentives
The overall objective of the compensation program is to maximize long-term stockholder value
by enabling the Company to attract and retain top talent and by aligning management’s interests
with the interests of the Company’s stockholders. Long-term equity incentive (“LTI”) grants to
executive officers are based on job responsibilities and potential for individual contribution to
attainment of Company strategic goals, with reference to the levels of total direct compensation
(total cash compensation plus the value of LTI awards) of executives within the Peer Group. The
Committee regularly reviews the total equity awards and holdings of all executive officers. As
described above, in general, the Company targets grant values (estimated economic value as of the
date of grant), including grants to the Chief Executive Officer, at the 50
th
percentile
of the Peer Group, with an opportunity to achieve higher or lower value through performance-based
vesting criteria tied to the level of actual performance attained. As with the determination of
base salaries and annual incentive awards, the Committee retains the ability to exercise judgment
and discretion in line with the above criteria and its general policies. LTI grants to executive
officers for 2008 were divided equally between non-qualified stock option grants and
performance-based RSAs. Stock options employ four year ratable vesting and expire on the tenth
anniversary of the grant date. Performance-based RSAs are measured, and the total number of
shares earned is determined, approximately one year after the grant date (based on Company
performance relative to agreed targets and objectives) and once earned, they are also subject to
time-based vesting, ratably over four years from the grant date.
LTI awards are made pursuant to the terms of the Company’s 2000 and 2003 Stock Plans, which
have been approved by stockholders. The number of stock options granted is determined based upon
the Black-Scholes-Merton valuation model for a 10-year-term option on the grant date. The number
of performance-based RSAs is determined based on the fair market value of the Company’s Common
Stock on the grant date.
Stock Options
Stock options provide for financial gain derived from the potential appreciation in stock
price from the date the option is granted until the date the option is exercised. Under the
Company’s 2000 and 2003 Stock Plans, the exercise price of any non-qualified options (options that
do not qualify as “incentive stock options” under Section 422 of the Tax Code) granted pursuant to
the Stock Plans may not be less than the fair market value of the Company’s Common Stock on the
grant date. Fair market value has been consistently determined as the last reported sale price of
the Company’s Common Stock on the NASDAQ Global Select Market on the grant date or the immediately
preceding business day if the grant date is not a business day. While the Company is allowed to
grant
“incentive stock options,” as defined under the Tax Code, the Company generally only makes grants
of non-qualified stock options.
17
The Company may not reduce the exercise price of outstanding stock options except in the case
of a stock split or other similar event. The Company’s long-term performance ultimately determines
the value of stock options, because gains from stock option exercises are entirely dependent on the
long-term appreciation of the Company’s stock price. Stock options granted to employees, including
the Named Executive Officers vest ratably over a period of four years following the grant date,
and, in each case, expire on the tenth anniversary of the grant date. Generally, upon an
employee’s termination of employment, unvested options expire immediately and vested options expire
ninety days thereafter. Grants are generally recommended by the Committee and all grants are
subject to final approval by the Board. The Company’s historical practice had been to grant
options to executive officers on or about January 1 of each year; however, the Board moved the
award date for 2009 and future years to early February. In addition, grants are made at other
times, in limited cases, for new hires, upon promotion or for other special recognition.
2008 Stock Option Grants
Option grants are made to executive officers, including the Named Executive Officers, on an
annual basis. In 2008, consistent with the process in place generally since the Company was
founded, annual grants of options described in the Table “Grants of Plan-Based Awards — Fiscal
Year 2008” were made to the Named Executive Officers effective January 2, 2008, following the
Committee and Board meetings held (per the usual practice) in December 2007.
RSAs
RSAs provide for financial gain derived from the value of the stock, including the potential
appreciation in the stock price, from the date that the RSA is granted. Pursuant to the Company’s
2003 Stock Plan, restrictions on transferability of such shares may lapse based upon the passage of
time and/or the achievement of specified performance goals. Under most circumstances, if at the
time an individual’s employment with the Company is terminated, he or she holds shares of
restricted stock pursuant to an RSA, such “unvested” shares (that is, where the restrictions on
transferability have not yet lapsed) are forfeited by the employee. Employees may satisfy tax
withholding obligations triggered upon vesting of restricted stock by making an irrevocable
election prior to the relevant vesting date to withhold shares of such stock with a fair market
value equal to the minimum tax withholding obligation.
In December 2006, in accordance with the terms of the Company’s 2003 Stock Plan, and with
reference to the work of PM&P, the Committee recommended, and the Board approved, a change in the
terms of RSAs made to executive officers, including the Named Executive Officers, beginning with
grants made in January 2007, to include a performance-based component as well as a time-based
vesting component, as described in more detail below. Prior to January 2007, vesting of RSAs made
to executive officers was solely time-based. This change was made to more closely align LTI grants
to senior management with the Company’s achievement of longer-term financial objectives that
enhance stockholder value. This affords executive officers the opportunity to earn higher awards
for outstanding performance and reduced awards for less than planned financial performance.
Actual awards of performance-based RSAs are established based on comparison to Peer Group data
accumulated by PM&P. Performance-based RSAs are granted at a theoretical maximum amount based on a
“stretch” metric equal to 200% of target performance. Performance-based RSAs can be earned based
upon the Company’s achievement of the annual operating income growth target established by the
Board of Directors prior to the grant date. The actual number of RSAs earned will range from 0% to
200% of the grant value determined with reference to the 50
th
percentile of the Peer
Group, 200% being the “theoretical maximum” number of RSAs that can be earned (i.e., achievement of
target performance with respect to any given year would result in cancellation of half of the
initially awarded performance based RSAs). The amount of the grant earned for “threshold”
performance will be 0, 100% for “target” performance, and 200% for “stretch” performance, which
represents a significantly greater degree of difficulty over “target” performance and is dependent
upon the Company’s ability to deliver growth well in excess of industry levels. In addition, any
performance-based RSAs so earned will be subject to time-based, ratable vesting over a period of
four years following the grant date, with the first time-based vesting date equal to the
date the Board determines the amount actually earned, following completion of the fiscal year
annual audit, and the second, third and fourth time-based vesting dates equal to the respective
anniversary of the grant date.
18
All performance-based RSAs granted with respect to 2008 were forfeited (see below) as a result
of the Company’s financial performance.
The Company’s general practice has been to grant RSAs on or about January 1 of each year for
executive officers (although the Board moved the award date for 2009 and future years to early
February) and on or about March 1 for other employees of the Company, except in limited cases for
new hires, upon promotion or for other special recognition. In the case of new hires, promotions
or other special recognition, awards are proposed by management subject to Board approval at a
scheduled Board meeting.
2008 RSAs
RSAs are made to executive officers, including the Named Executive Officers, on an annual
basis. In 2008, RSAs (described in the Table “Grants of Plan-Based Awards — Fiscal Year 2008”)
were made by the Board to the Named Executive Officers, effective January 2, 2008, following
deliberations of the Committee and Board. RSAs are granted with reference to Peer Group
compensation data considered by the Committee on an annual basis. Performance-based RSAs were
awarded in January 2008 at a theoretical maximum amount based on a “stretch” metric equal to 200%
of target performance, subject to forfeiture based upon the 2008 audited financial results of the
Company. The following table illustrates how the 2008 performance-based RSAs granted to the Named
Executive Officers were determined:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSAs That
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance
|
|
|
Would Vest @
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSAs Awarded
|
|
|
Target
|
|
|
|
|
Peer Comp
|
|
|
LTI Components
|
|
|
@ Stretch (200% of
|
|
|
Performance
|
|
|
|
|
50
th
pctle
|
|
|
50% RSAs
|
|
|
50% NQSOs
|
|
|
Target)*
|
|
|
(100%)
|
|
|
|
|
Neugold
|
|
$
|
1,060,000
|
|
|
$
|
530,000
|
|
|
$
|
530,000
|
|
|
|
32,868
|
|
|
|
16,434
|
|
|
Carlson
|
|
$
|
510,000
|
|
|
$
|
255,000
|
|
|
$
|
255,000
|
|
|
|
15,814
|
|
|
|
7,907
|
|
|
Sharkey
|
|
$
|
395,000
|
|
|
$
|
197,500
|
|
|
$
|
197,500
|
|
|
|
12,248
|
|
|
|
6,124
|
|
|
Higinbotham
|
|
$
|
560,000
|
|
|
$
|
280,000
|
|
|
$
|
280,000
|
|
|
|
17,364
|
|
|
|
8,682
|
|
|
Dubois
|
|
$
|
275,000
|
|
|
$
|
137,500
|
|
|
$
|
137,500
|
|
|
|
8,527
|
|
|
|
4,264
|
|
|
|
|
|
|
*
|
|
Based on ATMI stock price at December 31, 2007 ($32.25)
|
For example, Mr. Neugold was awarded 32,868 performance RSAs based on the potential of earning a
theoretical maximum number of awards if stretch financial performance was achieved by the Company.
At target performance, 16,434 performance RSAs, equivalent to $530,000 of potential long-term
incentive compensation, would be earned, subject to time-based vesting and 16,434 performance RSAs
would be forfeited. This amount represents one-half of the peer group amount at the
50
th
percentile, $1,060,000, since 50% of target long-term incentives are composed of
performance RSAs, with the other half being non-qualified stock options (NQSOs). For the named
executive officers, a target level equity component based on the 50
th
percentile of peer
group comparables was used for setting LTI awards. In 2008, the Company achieved $39.9 million in
operating income, which was below the threshold level of $63.9 million. As a result, all of the
performance RSAs granted in 2008 were forfeited.
In addition, in December 2007, the Board decided to grant extended performance RSAs, effective
January 2, 2008, to those executive officers who had been granted performance-based RSAs in early
2007. The purpose of this supplemental award was to recognize the short-term (one year) period
against which the 2007 performance-based RSAs were measured and could be earned during the ramp-up
commencement of a three-year incentive program. It was the Committee’s conclusion that the intent
of the program, to encourage and reward longer-term performance by executive officers, would be
more effectively achieved in this manner. Such grants could have been earned by the grantees based
upon the Company’s achievement of two-year operating goals established by the Board in 2006, as
adjusted for subsequent strategic investments, for the period from 2006 through the end of 2008.
The extended performance RSAs could have been earned on a straight-line basis ranging from 0% to
100% of the total award, with 0% earned for “threshold” cumulative operating income growth performance, and 100% earned
for “target” cumulative operating income growth performance. No additional extended performance
RSAs could have been earned for operating income growth in excess of “target” (i.e., there was no
stretch opportunity up to 200%). Any RSAs so earned would have also been subject to a time-based,
ratable vesting over a period of four years following the grant date. The maximum numbers and
values (based on the last reported sale price of our Common Stock on the NASDAQ Global Select
Market on December 31, 2007, of $32.25) of such extended performance RSAs granted on January 2,
2008 to the Named Executive Officers were: 16,434 RSAs ($529,996) to Mr. Neugold; 3,876 RSAs
($125,001) to Mr. Carlson; and 6,202 RSAs ($200,014) to each of Messrs. Higinbotham and Sharkey.
In 2008, the Company achieved $39.9 million in operating income, which was below the threshold
level of $63.9 million. As a result, all of the extended performance RSAs granted in January 2008
were forfeited.
19
Compensation Earned by Named Executive Officers with respect to 2006, 2007 and 2008
In order to provide our stockholders with a complete picture of the direct link between our
executive compensation program, as contemplated by the Committee, and the Company’s actual
consolidated financial results for 2008, we are furnishing a version of the compensation earned by
our Named Executive Officers that is different than the one that is prescribed by the SEC pursuant
to its rules for the Summary Compensation Table (and is not a substitute therefor). The following
alternative table was prepared using the fair value of RSAs actually earned (as opposed to granted
or vested) by our Named Executive Officers and stock option grants made in 2008, 2007 and 2006. We
believe that the alternative table below illustrates the actual value of total compensation earned
by the Named Executive Officers for those years, as it reflects the substantial number of RSAs that
were forfeited based on actual financial results for 2008 and 2007.
It should be noted that the table below is not the prescribed Summary Compensation Table,
which appears following the Report of the Compensation Committee.
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|
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|
|
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Non-Equity
|
|
|
Value of
|
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|
Value of Stock
|
|
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|
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|
|
|
|
|
|
Incentive Plan
|
|
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RSAs
|
|
|
Option Awards
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|
|
All Other
|
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|
Name and
|
|
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|
|
|
|
|
|
|
Compensation
|
|
|
earned
|
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|
granted
|
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Compensation
|
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Principal Position
|
|
Year
|
|
|
Salary ($)
|
|
|
($) (1)
|
|
|
($) (2)
|
|
|
($) (3)
|
|
|
($) (4)
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Total ($)
|
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|
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|
Douglas A. Neugold,
|
|
|
2008
|
|
|
$
|
494,000
|
|
|
$
|
90,000
|
|
|
$
|
—
|
|
|
$
|
530,000
|
|
|
$
|
65,949
|
|
|
$
|
1,179,949
|
|
|
Chief Executive Officer
|
|
|
2007
|
|
|
$
|
493,269
|
|
|
$
|
250,921
|
|
|
$
|
50,343
|
|
|
$
|
530,000
|
|
|
$
|
74,507
|
|
|
$
|
1,399,040
|
|
|
and President
|
|
|
2006
|
|
|
$
|
475,000
|
|
|
$
|
394,952
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
59,185
|
|
|
$
|
1,929,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy C. Carlson,
|
|
|
2008
|
|
|
$
|
300,000
|
|
|
$
|
60,000
|
|
|
$
|
—
|
|
|
$
|
255,000
|
|
|
$
|
23,788
|
|
|
$
|
638,788
|
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
255,846
|
|
|
$
|
121,392
|
|
|
$
|
11,876
|
|
|
$
|
125,000
|
|
|
$
|
25,938
|
|
|
$
|
540,052
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel P. Sharkey,
|
|
|
2008
|
|
|
$
|
303,000
|
|
|
$
|
27,000
|
|
|
$
|
—
|
|
|
$
|
197,500
|
|
|
$
|
24,548
|
|
|
$
|
552,048
|
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
302,577
|
|
|
$
|
85,826
|
|
|
$
|
18,989
|
|
|
$
|
200,000
|
|
|
$
|
26,591
|
|
|
$
|
633,983
|
|
|
Business Development
|
|
|
2006
|
|
|
$
|
292,000
|
|
|
$
|
148,373
|
|
|
$
|
264,000
|
|
|
$
|
264,000
|
|
|
$
|
20,781
|
|
|
$
|
989,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tod A. Higinbotham,
|
|
|
2008
|
|
|
$
|
316,000
|
|
|
$
|
35,000
|
|
|
$
|
—
|
|
|
$
|
280,000
|
|
|
$
|
23,949
|
|
|
$
|
654,949
|
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
296,962
|
|
|
$
|
149,335
|
|
|
$
|
18,989
|
|
|
$
|
200,000
|
|
|
$
|
24,179
|
|
|
$
|
689,465
|
|
|
Process Solutions
|
|
|
2006
|
|
|
$
|
282,500
|
|
|
$
|
204,405
|
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
$
|
56,821
|
|
|
$
|
1,043,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
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|
|
|
|
|
|
Lawrence H. Dubois,
|
|
|
2008
|
|
|
$
|
295,000
|
|
|
$
|
33,000
|
|
|
$
|
—
|
|
|
$
|
137,500
|
|
|
$
|
83,537
|
|
|
$
|
549,037
|
|
|
Senior Vice President
and Chief Technology Officer
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
(1)
|
|
See Note 3 to the Summary Compensation Table for Fiscal Years Ended December 31, 2008, 2007
and 2006.
|
20
|
|
|
|
|
(2)
|
|
Reflects the grant date value of RSAs awarded on January 2, 2008, January 2, 2007 and
January 3, 2006, respectively (as adjusted in the case of 2008 and 2007 for the value of the
RSAs forfeited due to the actual financial performance of the Company), based upon the last
reported sale price of our common stock on the NASDAQ Global Select Market on January 2,
2008, or $31.29, December 29, 2006 (since the market was closed on January 2, 2007), or
$30.53, and January 3, 2006, or $28.86. The 2007 RSAs vest 25% on the date the amount earned
is calculable based on the completion of the 2007 year-end financial audit and 25% per year
on each of the next three anniversary dates of the grant. The 2006 RSAs vest 50% on the
third anniversary of the grant date, and 25% on each of the fourth and fifth anniversaries of
the grant date. With respect to the 2007 awards, the value reflected above is based on the
number of RSAs actually earned by the Named Executive Officers after taking into account the
forfeiture of the majority of the original grants as a result of the failure to achieve the
operating income growth targets established by the Board of Directors for 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSAs Granted @
|
|
|
|
|
|
|
|
|
|
|
Stretch (200% of
|
|
|
|
|
|
|
|
|
Named Exec. Officer
|
|
Target)
|
|
|
RSAs Forfeited
|
|
|
RSAs Earned
|
|
|
|
|
Mr. Neugold
|
|
|
34,720
|
|
|
|
33,071
|
|
|
|
1,649
|
|
|
Mr. Carlson
|
|
|
8,189
|
|
|
|
7,800
|
|
|
|
389
|
|
|
Mr. Sharkey
|
|
|
13,102
|
|
|
|
12,480
|
|
|
|
622
|
|
|
Mr. Higinbotham
|
|
|
13,102
|
|
|
|
12,480
|
|
|
|
622
|
|
With respect to the 2008 RSAs, all of the original grants were forfeited as a result of the
failure to achieve the operating income growth targets established by the Board of Directors
for 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSAs Granted @
|
|
|
|
|
|
|
|
|
|
|
Stretch (200% of
|
|
|
|
|
|
|
|
|
Named Exec. Officer
|
|
Target)
|
|
|
RSAs Forfeited
|
|
|
RSAs Earned
|
|
|
|
|
Mr. Neugold
|
|
|
49,302
|
|
|
|
49,302
|
|
|
|
—
|
|
|
Mr. Carlson
|
|
|
19,690
|
|
|
|
19,690
|
|
|
|
—
|
|
|
Mr. Sharkey
|
|
|
18,450
|
|
|
|
18,450
|
|
|
|
—
|
|
|
Mr. Higinbotham
|
|
|
23,566
|
|
|
|
23,566
|
|
|
|
—
|
|
|
Mr. Dubois
|
|
|
8,527
|
|
|
|
8,527
|
|
|
|
—
|
|
|
|
|
|
|
(3)
|
|
Option grants were awarded by the Compensation Committee on January 2, 2008, January 2,
2007 and January 3, 2006, respectively, and are valued above using Black-Scholes-Merton
option pricing assumptions for a 10-year-term option grant (the contractual term) rather than
for the shorter “expected term” used for financial reporting purposes in calculating
compensation expense. Other assumptions used for purposes of calculating the
Black-Scholes-Merton value of these options were as follows: expected volatility (37% for
2008; 32% for 2007; 67% for 2006); risk-free rate of return (3.8% in 2008; 4.6% in 2007;
3.75% in 2006); and dividend yield (0% in all three years), which yielded a value of
approximately $17.54 per option in 2008, $16.22 per option in 2007 and $21.99 in 2006. Such
option grants vest ratably over a four-year period on each anniversary date following the
date of grant, expire on the tenth anniversary of the grant date and have an exercise price
equal to the fair market value of the Common Stock at the close of business on January 2,
2008, or $31.29; December 29, 2006, or $30.53; and $28.86 on January 3, 2006. The number of
options granted on January 2, 2008, that are reflected in the table, were as follows: 30,217
to Mr. Neugold; 14,538 to Mr. Carlson; 11,260 to Mr. Sharkey; 15,964 to Mr. Higinbotham; and
7,839 to Mr. Dubois.
|
|
|
|
(4)
|
|
See Note 4 to the Summary Compensation Table for Fiscal Years Ended December 31, 2008, 2007
and 2006.
|
Benefits
The Company’s executive officers, including the Named Executive Officers, participate in a
variety of retirement, health and welfare and paid time-off benefits designed to enable the Company
to attract and retain its employees in a competitive marketplace. The Company’s qualified 401(k)
savings plan allows employees to contribute up to 50 percent of their cash compensation, up to the
contribution limit imposed by the Tax Code—$15,500 up to 49 years of age and $20,500 with respect
to employees 50 years and older for 2008—on a pre-tax basis. The Company provides a 100 percent
match on the first 3 percent of employee contributions and a 50 percent match on the next 2 percent
of employee contributions for a maximum matching contribution of 4 percent of compensation up to
the Tax Code limit of $9,200 in 2008, which vests immediately. Participants choose to invest their
account balances from an array of investment options as selected by plan fiduciaries from time to
time. Participants do not have an option to invest contributions in stock of the Company.
However, loans—and in-service distributions under certain circumstances such as a hardship,
attainment of age 59 1/2 or a disability—are permitted.
The Company has no pension plans or supplemental retirement plans.
21
Perquisites
As described in the Summary Compensation Table, the Company provides cash reimbursement to
executive officers, including the Named Executive Officers, pursuant to a senior executive
perquisite policy for certain approved expenses, including expenses relating to the purchase or
lease of a car; personal financial and tax planning; club dues and fees; supplemental disability,
life, or health insurance; legal counseling; and other expenses of a similar nature. The
perquisite allowance for executive officers is determined annually by the Committee with reference
to competitive market data and is meant to provide an allowance for certain expenses, as described
above, to reduce executive distraction with respect to such matters. The total available
perquisite allowance pursuant to the policy for fiscal 2008 for Mr. Neugold was $25,000, and for
each of Messrs. Carlson, Sharkey, Higinbotham, and Dubois, $10,000. Reimbursements are
“grossed-up” for federal, state and local tax withholding. In addition, the Company pays fees and
related expenses for a limited number of club memberships used for business purposes for the
Chairman (terminated at the end of 2008) and Chief Executive Officer.
Termination Payments
The Named Executive Officers who do not have employment agreements (see below under
“Individual Employment Agreements”) are eligible to receive a payment upon termination of
employment (for reasons other than individual performance), which payment may take into
consideration the employee’s years of service and position, and in some cases, executive
outplacement services. Although not obligated to do so, the Company may authorize additional
payments in some circumstances at the Company’s discretion, as it deems necessary and advisable, as
a result of negotiations with executives, especially where the Company desires the inclusion of
particular additional terms, including nondisparagement, non-compete and non-solicitation
provisions, in individual termination agreements. The Company may benefit further by requiring the
inclusion of a general release in the termination agreement.
Individual Employment Agreements
The Company entered into employment agreements with Douglas A. Neugold, Daniel P. Sharkey and
Timothy C. Carlson, effective January 1, 2005. Pursuant to the agreements, Mr. Neugold acts as
President and Chief Executive Officer of the Company; effective September 2007, Mr. Sharkey acts as
Executive Vice President, Business Development; and Mr. Carlson acts as Executive Vice President,
Chief Financial Officer and Treasurer, in each case for certain annual base salaries. Salaries are
subject to increase from time to time to take into account appropriate cost of living adjustments
and general compensation increases based on performance and market practice, at the discretion of
the Committee and the Board. Each of these employees is also eligible to receive additional
compensation, including annual cash awards of performance-based incentive compensation at a level
commensurate with his roles and responsibilities within the Company and grants of stock options and
RSAs, in each case at the discretion of the Committee and the Board.
In the case of Messrs. Neugold, Sharkey and Carlson, the employment agreements were for an
initial term of two years, after which employment continues at will, subject to the continuation of
certain terms and conditions of the agreements. Each of the employment agreements expires on the
earliest to occur of the (i) death of the employee, (ii) termination of the agreement by the
Company because of the incapacity of the employee, (iii) termination of the agreement by the
Company with or without “cause” (as defined in such agreements), or (iv) termination of the
agreement by the employee. Under the terms of the agreements, if the Company terminates the
employee without cause, or if the employee terminates the agreement for “good reason” (as defined
in such agreements), the Company will pay the employee (or his estate) his annual base salary then
in effect for a period of 24 months after termination in the case of Mr. Neugold and for a period
of 12 months after termination in the case of Messrs. Sharkey and Carlson. Assuming a termination
without “cause” or for “good reason” effective December 31, 2008, such payments would have been
$988,000, $303,000 and $300,000 for Messrs. Neugold, Sharkey and Carlson, respectively. In
addition, the employee would be entitled to incentive compensation under any bonus plan then in
effect and acceleration of vesting of RSAs (each at the “target” level), as well as acceleration of
vesting of stock options. The Company will also provide the employee during such period with
medical, dental, life and disability insurance benefits on the same basis the Company would have
provided the benefits during such period had he continued to be an employee of the Company. Under
the agreements, upon termination of employment, each
of Messrs. Neugold, Sharkey and Carlson will be required to provide a release to the Company
and will be subject to certain non-competition and non-solicitation restrictions (for two years,
one year and one year, respectively).
22
“Cause” is generally defined under the agreements as illegal or wrongful conduct that is
materially injurious to the Company, willful misconduct or gross neglect in the performance of his
duties, or failure to adhere to Company policies. “Good Reason,” is generally defined (in
accordance with Section 409A of the Tax Code) under the agreements as any non-consensual material
reduction in the executive’s position, duties or authority; material reduction in base salary;
material breach of the Company’s obligations; specified relocations; and failure of the Company to
have any successor to all or substantially all of the business and properties of the Company assume
all of the liabilities and obligations of the Company under the agreements (and, in each case, such
situation is not cured by the Company during any applicable cure period).
Change in control
. In order to retain executives and provide continuity of management in the
event of an actual or threatened “change in control”, each employment agreement also provides that
under certain circumstances, a termination following a “change in control” of the Company
(including resignation by the employee for “good reason”) would result in the acceleration of
vesting of options and RSAs (at the “target” level) granted to them; provided that in the case of
RSAs, to the extent that the vesting of all or some of such RSAs is not permitted under the
relevant Stock Plan, in lieu thereof, the Company will pay the employee an amount in cash equal to
the fair market value of those RSAs that do not vest, as of the date of such termination of
employment following such “change in control.” “Change in control” is defined under these
agreements generally as (i) acquisition by any person or group of 25% or more of the outstanding
Common Stock of the Company, (ii) certain business combinations, or (iii) the incumbent members of
the Board ceasing to constitute at least a majority of the Board. In addition, the employees would
be entitled to target bonuses under any bonus plans then in effect as if fully earned. Benefits
payable under the agreements upon a “change in control” may subject the employee to an excise tax
as “excess parachute payments” under Section 280G of the Tax Code. The Company (or its successor)
will be obligated to reimburse the employee for all excise taxes paid, but the reimbursement will
constitute an excess parachute payment and will be subject to further excise tax, which in turn
will trigger further reimbursement by the Company. The Company will not be allowed to take a
deduction for federal income tax purposes for the excess parachute payments.
The table below was prepared assuming a “change in control” occurred and each Named Executive
Officer with an employment agreement was terminated on December 31, 2008 using the share price of
the Company’s Common Stock as of that day. The amounts provided in the table below also assume
that each Named Executive Officer terminated employment on such date elected continuation of
medical and/or dental insurance benefits for the duration of the period of time permitted by the
respective agreement.
Change in Control Payment and Benefit Estimates
December 31, 2008
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Parachute
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated
|
|
|
|
|
|
Tax
|
|
|
COBRA
|
|
|
|
|
|
Named Executive
|
|
Aggregate
|
|
|
Vesting:
|
|
|
Accelerated
|
|
|
Gross-Up
|
|
|
Continuation
|
|
|
|
|
|
Officer and
|
|
Severance
|
|
|
Stock
|
|
|
Vesting:
|
|
|
Payment
|
|
|
Reimburse-
|
|
|
|
|
|
Principal Position
|
|
Pay
|
|
|
Options
|
|
|
RSAs
|
|
|
(1)
|
|
|
ment
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
Douglas A. Neugold,
|
|
$
|
1,432,600
|
|
|
$
|
—
|
|
|
$
|
1,244,676
|
|
|
$
|
—
|
|
|
$
|
30,204
|
|
|
$
|
2,707,480
|
|
|
Chief Executive
Officer and
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy C. Carlson,
|
|
$
|
465,000
|
|
|
$
|
—
|
|
|
$
|
384,554
|
|
|
$
|
—
|
|
|
$
|
15,102
|
|
|
$
|
864,656
|
|
|
Executive Vice
President, Chief
Financial Officer
and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel P. Sharkey,
|
|
$
|
469,650
|
|
|
$
|
—
|
|
|
$
|
427,095
|
|
|
$
|
—
|
|
|
$
|
15,102
|
|
|
$
|
911,847
|
|
|
Executive Vice
President, Business
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Calculated in accordance with Section 280G of the Tax Code.
|
23
Report of the Compensation Committee
The Compensation Committee, comprised entirely of independent directors, reviewed and
discussed the above Compensation Discussion and Analysis (CD&A) with the Company’s management.
Based on the review and discussion, the Compensation Committee recommended to the Company’s Board
of Directors that the CD&A be included in the Company’s Annual Report on Form 10-K for 2008 and the
Company’s 2009 proxy statement.
Robert S. Hillas, Chair
Mark A. Adley
C. Douglas Marsh
Cheryl Shavers
Summary of Compensation of Executive Officers
The following table reflects the compensation of the Named Executive Officers for the fiscal
years ended December 31, 2008, December 31, 2007 and December 31, 2006 paid (base salary and other
compensation), accrued (non-equity incentive compensation) or expensed (long-term equity incentive
grants) during the year. The Named Executive Officers are the Company’s Chief Executive Officer,
Chief Financial Officer, and the three other most highly compensated executive officers ranked by
their total 2008 compensation in the table below.
SUMMARY COMPENSATION TABLE
FOR FISCAL YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Incentive Plan
|
|
|
All Other
|
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
|
|
RSAs
|
|
|
Options
|
|
|
Compensation
|
|
|
Compensation
|
|
|
|
|
|
Principal Position
|
|
Year
|
|
|
Salary ($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
($)(4)
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
Douglas A. Neugold,
|
|
|
2008
|
|
|
$
|
494,000
|
|
|
$
|
298,174
|
|
|
$
|
369,274
|
|
|
$
|
90,000
|
|
|
$
|
65,949
|
|
|
$
|
1,317,398
|
|
|
Chief Executive
|
|
|
2007
|
|
|
$
|
493,269
|
|
|
$
|
572,562
|
|
|
$
|
542,840
|
|
|
$
|
250,921
|
|
|
$
|
74,507
|
|
|
$
|
1,934,099
|
|
|
Officer and President
|
|
|
2006
|
|
|
$
|
475,000
|
|
|
$
|
580,701
|
|
|
$
|
532,464
|
|
|
$
|
394,952
|
|
|
$
|
59,185
|
|
|
$
|
2,042,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy C. Carlson,
|
|
|
2008
|
|
|
$
|
300,000
|
|
|
$
|
85,522
|
|
|
$
|
133,229
|
|
|
$
|
60,000
|
|
|
$
|
23,788
|
|
|
$
|
602,539
|
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
255,846
|
|
|
$
|
105,335
|
|
|
$
|
208,385
|
|
|
$
|
121,392
|
|
|
$
|
25,938
|
|
|
$
|
716,896
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel P. Sharkey,
|
|
|
2008
|
|
|
$
|
303,000
|
|
|
$
|
101,039
|
|
|
$
|
173,312
|
|
|
$
|
27,000
|
|
|
$
|
24,548
|
|
|
$
|
628,899
|
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
302,577
|
|
|
$
|
165,496
|
|
|
$
|
288,869
|
|
|
$
|
85,826
|
|
|
$
|
26,591
|
|
|
$
|
869,359
|
|
|
Business Development
|
|
|
2006
|
|
|
$
|
292,000
|
|
|
$
|
177,778
|
|
|
$
|
296,599
|
|
|
$
|
148,373
|
|
|
$
|
20,781
|
|
|
$
|
935,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tod A. Higinbotham,
|
|
|
2008
|
|
|
$
|
316,000
|
|
|
$
|
99,544
|
|
|
$
|
175,797
|
|
|
$
|
35,000
|
|
|
$
|
23,949
|
|
|
$
|
650,290
|
|
|
Executive Vice President,
|
|
|
2007
|
|
|
$
|
296,962
|
|
|
$
|
137,979
|
|
|
$
|
176,208
|
|
|
$
|
149,335
|
|
|
$
|
24,179
|
|
|
$
|
784,663
|
|
|
Process Solutions
|
|
|
2006
|
|
|
$
|
282,500
|
|
|
$
|
140,612
|
|
|
$
|
175,253
|
|
|
$
|
204,045
|
|
|
$
|
56,821
|
|
|
$
|
859,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence H. Dubois,
|
|
|
2008
|
|
|
$
|
295,000
|
|
|
$
|
46,231
|
|
|
$
|
76,620
|
|
|
$
|
33,000
|
|
|
$
|
83,537
|
|
|
$
|
534,388
|
|
|
Senior Vice President
and Chief Technology Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
(1)
|
|
These amounts reflect the Company’s accounting expense for RSAs for financial statement
reporting purposes for the fiscal years ended December 31, 2008, 2007 and 2006 in
accordance with Statement of Financial Accounting Standards No. 123 (revised 2004),
“Share-Based Payment” (“
FAS 123R
”), excluding forfeitures, and do not correspond to
an actual amount paid or realized by the Named Executive Officers in 2008, 2007 and 2006
(see also “—Grants of Plan-Based Awards”). See Note 13 to our consolidated financial
statements contained in our Annual Report on Form 10-K for the year ended December 31,
2008, for the assumptions made in determining such expense under FAS 123R. There can be no
assurance that the FAS 123R amounts will ever be realized. If the Company were to declare
a dividend on its Common Stock, with respect to any RSAs not vested at the time of payment,
such dividend would be deposited with the Company or a custodian designated by the Company
and held in respect of such RSAs for the benefit of the holder until restrictions on the
shares lapse. The Company has never paid dividends on shares of its Common Stock. RSAs
granted in 2008 and 2007 are subject to forfeiture based on Company performance as
previously described; if earned, such RSAs are also subject to time-based vesting. With
respect to 2008, all RSAs were forfeited based on Company performance; with respect to
2007, the numbers of RSAs and the values thereof actually earned (net of forfeitures) by
the Named Executive Officers were: 1,649 RSAs ($50,343) to Mr. Neugold; 389 RSAs ($11,876)
to Mr. Carlson; and 622 RSAs ($18,989) to each of Messrs. Sharkey and Higinbotham (all
values based on the last reported sale price of our Common Stock on the NASDAQ Global
Select Market, which was $30.53 on December 29, 2006, since the market was closed on
January 2, 2007, the grant date). The table does not include RSAs granted by the Company
on February 11, 2009.
|
|
|
|
(2)
|
|
These amounts reflect the Company’s accounting expense for stock option grants for
financial statement reporting purposes for the fiscal years ended December 31, 2008, 2007
and 2006 in accordance with FAS 123R, excluding forfeitures, and do not correspond to an
actual amount paid or realized by the Named Executive Officers in 2008, 2007
and 2006. See Note 13 to our consolidated financial statements contained in our Annual
Report on Form 10-K for the year ended December 31, 2008, for the assumptions made in
determining such expense under FAS 123R. There can be no assurance that the FAS 123R
amounts will ever be realized. The table does not include options to purchase Common Stock
granted by the Company on February 11, 2009.
|
|
|
|
(3)
|
|
These amounts represent incentive compensation awards paid related to the achievement
of certain financial and strategic objectives for fiscal years 2008, 2007 and 2006.
|
|
|
|
(4)
|
|
These amounts are further detailed in the table below, and include certain fees,
related expenses and cash reimbursements pursuant to a senior executive perquisite policy
for certain approved expenses (see below). Reimbursements are “grossed-up” for federal,
state and local tax withholding, which gross-up amounts are shown below.
|
For fiscal years 2008, 2007 and 2006, the total amounts for each category are set forth
below.
ALL OTHER COMPENSATION 2008, 2007 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Move
|
|
|
Life and
|
|
|
|
|
|
|
|
|
|
|
|
Perquisites
|
|
|
Reimbur-
|
|
|
Dues &
|
|
|
Spousal
|
|
|
401(k)
|
|
|
Recognition
|
|
|
Reimbur-
|
|
|
LTD
|
|
|
|
|
|
Name
|
|
Year
|
|
|
(1)
|
|
|
sements
|
|
|
Fees
|
|
|
Travel
|
|
|
Match
|
|
|
Award
|
|
|
sement
|
|
|
Insurance
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
Douglas A. Neugold
|
|
|
2008
|
|
|
$
|
25,000
|
|
|
$
|
18,646
|
|
|
$
|
13,103
|
|
|
$
|
—
|
|
|
$
|
9,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,949
|
|
|
|
|
|
2007
|
|
|
$
|
25,000
|
|
|
$
|
15,812
|
|
|
$
|
19,667
|
|
|
$
|
5,028
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74,507
|
|
|
|
|
|
2006
|
|
|
$
|
24,173
|
|
|
$
|
11,262
|
|
|
$
|
19,350
|
|
|
$
|
—
|
|
|
$
|
4,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy C. Carlson
|
|
|
2008
|
|
|
$
|
10,000
|
|
|
$
|
4,588
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,788
|
|
|
|
|
|
2007
|
|
|
$
|
10,000
|
|
|
$
|
5,958
|
|
|
$
|
—
|
|
|
$
|
980
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Daniel P. Sharkey
|
|
|
2008
|
|
|
$
|
10,000
|
|
|
$
|
4,588
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
760
|
|
|
$
|
24,548
|
|
|
|
|
|
2007
|
|
|
$
|
10,000
|
|
|
$
|
4,620
|
|
|
$
|
—
|
|
|
$
|
2,211
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
760
|
|
|
$
|
26,591
|
|
|
|
|
|
2006
|
|
|
$
|
10,000
|
|
|
$
|
5,088
|
|
|
$
|
—
|
|
|
$
|
533
|
|
|
$
|
4,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
760
|
|
|
$
|
20,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tod A. Higinbotham
|
|
|
2008
|
|
|
$
|
10,000
|
|
|
$
|
4,749
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,949
|
|
|
|
|
|
2007
|
|
|
$
|
10,000
|
|
|
$
|
5,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,179
|
|
|
|
|
|
2006
|
|
|
$
|
10,000
|
|
|
$
|
5,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,400
|
|
|
$
|
37,242
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence H. Dubois
|
|
|
2008
|
|
|
$
|
10,000
|
|
|
$
|
26,162
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,200
|
|
|
$
|
—
|
|
|
$
|
38,175
|
|
|
$
|
—
|
|
|
$
|
83,537
|
|
|
|
|
|
|
(1)
|
|
The perquisite amounts for 2008 shown above were applied as follows: personal club and
automobile expenses, and insurance for Mr. Neugold; club expenses and insurance for Mr.
Carlson; automobile expenses for Mr. Sharkey; automobile expenses, insurance and
health/fitness expenses for Mr. Higinbotham; and automobile expenses, insurance and
health/fitness expenses for Dr. Dubois.
|
25
Grants of Plan-Based Awards
The following table provides certain information in connection with the value of awards for
fiscal year 2008 under the annual incentive compensation program. Actual amounts earned for 2008
with respect to such awards appear in the Summary Compensation Table above under Non-Equity
Incentive Plan Compensation. The following table also provides information on the grant date fair
value of stock options and RSAs awarded during 2008 to the Named Executive Officers in contrast to
the amounts appearing under RSAs and stock options columns in the Summary Compensation Table above,
which represent the accounting expense recognized in 2008 pursuant to FAS 123R. There can be no
assurance that the grant date fair value of RSAs and option awards will ever be realized. All RSAs
were granted from the 2003 Stock Plan and all stock options were granted from the 1998 and 2003
Stock Plans.
GRANTS OF PLAN-BASED AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Price of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Stock
|
|
|
Numbers of
|
|
|
Option Awards
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Securities
|
|
|
/ Market Price
|
|
|
Fair Value of
|
|
|
|
|
|
|
|
|
Board
|
|
|
Estimated Possible Payouts Under Non-Equity
|
|
|
Number of
|
|
|
Underlying
|
|
|
on Grant Date
|
|
|
Stock and
|
|
|
|
|
|
|
|
|
Approval
|
|
|
Incentive Plan Awards (1)
|
|
|
Shares of RSAs
|
|
|
Options (#)
|
|
|
of Stock
|
|
|
Option Awards
|
|
|
Name
|
|
Grant Date
|
|
|
Date
|
|
|
Threshold ($)
|
|
|
Target ($)
|
|
|
Maximum($)
|
|
|
(#)(2)
|
|
|
(3)
|
|
|
Awards ($/sh)
|
|
|
(4)
|
|
|
|
|
|
|
|
|
|
Douglas A. Neugold
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
444,600
|
|
|
$
|
889,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,302
|
|
|
|
|
|
|
$
|
31.29
|
|
|
$
|
1,542,660
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,217
|
|
|
$
|
31.29
|
|
|
$
|
413,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy C. Carlson
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
165,000
|
|
|
$
|
330,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,690
|
|
|
|
|
|
|
$
|
31.29
|
|
|
$
|
616,100
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,538
|
|
|
$
|
31.29
|
|
|
$
|
198,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel P. Sharkey
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
166,650
|
|
|
$
|
333,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,450
|
|
|
|
|
|
|
$
|
31.29
|
|
|
$
|
577,301
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,260
|
|
|
$
|
31.29
|
|
|
$
|
154,037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tod A. Higinbotham
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
173,800
|
|
|
$
|
374,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,566
|
|
|
|
|
|
|
$
|
31.29
|
|
|
$
|
737,380
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,964
|
|
|
$
|
31.29
|
|
|
$
|
218,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence H. Dubois
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
147,500
|
|
|
$
|
295,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,527
|
|
|
|
|
|
|
$
|
31.29
|
|
|
$
|
266,810
|
|
|
|
|
|
1/2/2008
|
|
|
|
12/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,839
|
|
|
$
|
31.29
|
|
|
$
|
107,238
|
|
|
|
|
|
|
(1)
|
|
Actual cash awards for fiscal year 2008 (paid in February 2009) under
the annual incentive compensation program are included in the Summary
Compensation Table for the fiscal year ended December 31, 2008, under
“Non-Equity Incentive Plan Compensation.” Such awards are subject to
performance-based conditions; for 2008, no amounts were earned based on
financial performance. For further explanation, see “Compensation and Other
Information Concerning Officers and Directors — Compensation Discussion and
Analysis — The Elements of the Company’s Total Compensation
Program—Annual
Incentive Compensation Awards.”
|
|
|
|
(2)
|
|
Amounts shown above represent the maximum that could have been earned;
in fact, all of such RSAs were forfeited. See “Compensation and Other
Information Concerning Officers and Directors — Compensation Discussion and
Analysis — Compensation Earned by Named Executive Officers with respect to
2006, 2007 and 2008” (footnote 2 to the table); and footnote 1 to the Summary
Compensation Table above for further discussion of the 2008 RSAs forfeited.
|
|
|
|
(3)
|
|
Options granted vest ratably on each anniversary date over the
four-year period following the grant date and expire on the tenth anniversary
of the grant date.
|
|
|
|
(4)
|
|
Stock options granted on January 2, 2008 had a per option FAS 123R
value of $13.68.
|
26
Outstanding Equity Awards at Fiscal Year-End
The following table shows the number of shares covered by exercisable and unexercisable
options and unvested RSAs held by the Company’s Named Executive Officers as of December 31, 2008.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
RSAs (1)
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
Option
|
|
|
|
|
|
Market Value
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
Expiration
|
|
|
Number of
|
|
|
of RSAs
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Date
|
|
|
Shares or Units of
|
|
|
That Have
|
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Exercise
|
|
|
(10 years from grant
|
|
|
RSAs That Have
|
|
|
Not Vested
|
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
date)
|
|
|
Not Vested (#)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
Douglas A. Neugold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
25.25
|
|
|
|
1/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
$
|
33.06
|
|
|
|
1/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
23.85
|
|
|
|
1/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
$
|
18.52
|
|
|
|
1/1/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,169
|
|
|
|
|
|
|
|
|
|
|
$
|
23.40
|
|
|
|
1/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,500
|
|
|
|
(2
|
)
|
|
|
7,500
|
|
|
$
|
21.87
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,369
|
|
|
|
(3
|
)
|
|
|
11,369
|
|
|
$
|
28.86
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,169
|
|
|
|
(4
|
)
|
|
|
24,507
|
|
|
$
|
30.53
|
|
|
|
1/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
30,217
|
|
|
$
|
31.29
|
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
2,041
|
|
|
$
|
31,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
35,000
|
|
|
$
|
540,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
17,325
|
|
|
$
|
267,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
1,237
|
|
|
$
|
19,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
16,434
|
|
|
$
|
253,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
32,868
|
|
|
$
|
507,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
236,207
|
|
|
|
|
|
|
|
73,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,905
|
|
|
$
|
1,618,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy C. Carlson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
$
|
18.52
|
|
|
|
1/1/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
$
|
23.40
|
|
|
|
1/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,573
|
|
|
|
(2
|
)
|
|
|
2,525
|
|
|
$
|
21.87
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,547
|
|
|
|
(3
|
)
|
|
|
4,548
|
|
|
$
|
28.86
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,926
|
|
|
|
(4
|
)
|
|
|
5,781
|
|
|
$
|
30.53
|
|
|
|
1/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
14,538
|
|
|
$
|
31.29
|
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
875
|
|
|
$
|
13,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
3,884
|
|
|
$
|
59,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
6,930
|
|
|
$
|
106,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
292
|
|
|
$
|
4,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
3,876
|
|
|
$
|
59,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
15,814
|
|
|
$
|
244,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
3,000
|
|
|
$
|
46,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
26,546
|
|
|
|
|
|
|
|
27,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,671
|
|
|
$
|
534,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
RSAs (1)
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
Option
|
|
|
|
|
|
Market Value
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
Expiration
|
|
|
Number of
|
|
|
of RSAs
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Date
|
|
|
Shares or Units of
|
|
|
That Have
|
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Exercise
|
|
|
(10 years from grant
|
|
|
RSAs That Have
|
|
|
Not Vested
|
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
date)
|
|
|
Not Vested (#)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
Daniel P. Sharkey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
25.25
|
|
|
|
1/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
33.06
|
|
|
|
1/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
$
|
40.13
|
|
|
|
4/3/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
18.25
|
|
|
|
1/2/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
23.85
|
|
|
|
1/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
18.52
|
|
|
|
1/1/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,446
|
|
|
|
|
|
|
|
|
|
|
$
|
23.40
|
|
|
|
1/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,281
|
|
|
|
(2
|
)
|
|
|
4,761
|
|
|
$
|
21.87
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,002
|
|
|
|
(3
|
)
|
|
|
6,003
|
|
|
$
|
28.86
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,082
|
|
|
|
(4
|
)
|
|
|
9,248
|
|
|
$
|
30.53
|
|
|
|
1/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
11,260
|
|
|
$
|
31.29
|
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
1,361
|
|
|
$
|
21,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
7,324
|
|
|
$
|
113,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
9,148
|
|
|
$
|
141,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
466
|
|
|
$
|
7,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
6,202
|
|
|
$
|
95,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
12,248
|
|
|
$
|
188,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
177,811
|
|
|
|
|
|
|
|
31,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,749
|
|
|
$
|
567,037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tod A. Higinbotham
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
$
|
37.38
|
|
|
|
10/18/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
16.38
|
|
|
|
3/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,500
|
|
|
|
|
|
|
|
|
|
|
$
|
23.85
|
|
|
|
1/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
$
|
18.80
|
|
|
|
2/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
|
|
|
|
|
|
|
$
|
23.40
|
|
|
|
1/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,819
|
|
|
|
(2
|
)
|
|
|
3,607
|
|
|
$
|
21.87
|
|
|
|
1/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,684
|
|
|
|
(3
|
)
|
|
|
5,685
|
|
|
$
|
28.86
|
|
|
|
1/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,082
|
|
|
|
(4
|
)
|
|
|
9,248
|
|
|
$
|
30.53
|
|
|
|
1/2/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
15,964
|
|
|
$
|
31.29
|
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
875
|
|
|
$
|
13,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
5,548
|
|
|
$
|
85,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
8,663
|
|
|
$
|
133,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
466
|
|
|
$
|
7,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
6,202
|
|
|
$
|
95,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
17,364
|
|
|
$
|
267,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
2,000
|
|
|
$
|
30,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
81,585
|
|
|
|
|
|
|
|
34,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,118
|
|
|
$
|
634,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence H. Dubois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,750
|
|
|
|
(4
|
)
|
|
|
11,250
|
|
|
$
|
30.77
|
|
|
|
11/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
7,839
|
|
|
$
|
31.29
|
|
|
|
1/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
8,527
|
|
|
$
|
131,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
|
7,500
|
|
|
$
|
115,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
3,750
|
|
|
|
|
|
|
|
19,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,027
|
|
|
$
|
247,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
If the Company were to declare a dividend on its Common Stock with respect to any RSAs
not vested at the time of payment such dividend would be deposited with the Company or a
custodian designated by the Company and held in respect of such RSAs for the benefit of the
holder until the restrictions on such shares lapse. The Company has never paid dividends
on shares of its Common Stock. The market value of shares that have not vested is based
upon the last reported sale price of the stock on the NASDAQ Global Select Market on
December 31, 2008 ($15.43).
|
|
|
|
(2)
|
|
Options granted on January 3, 2005, are exercisable in 25% annual increments beginning
January 3, 2006.
|
|
|
|
(3)
|
|
Options granted on January 3, 2006, are exercisable in 25% annual increments beginning
January 3, 2007.
|
|
|
|
(4)
|
|
Options granted on January 2, 2007, are exercisable in 25% annual increments beginning
January 2, 2008.
|
|
|
|
(5)
|
|
Options granted on January 2, 2008, are exercisable in 25% annual increments beginning
January 2, 2009.
|
|
|
|
(6)
|
|
Restrictions on awards granted January 2, 2004, lapse 50% on January 2, 2007, and 25%
on each of January 2, 2008 and January 2, 2009.
|
|
|
|
(7)
|
|
Restrictions on awards granted January 3, 2005, lapse 50% on January 3, 2008, and 25%
on each of January 3, 2009 and January 3, 2010.
|
|
|
|
(8)
|
|
Restrictions on awards granted January 3, 2006, lapse 50% on January 3, 2009, and 25%
on each of January 3, 2010 and January 3, 2011.
|
28
|
|
|
|
|
(9)
|
|
Represents unvested portion of performance-based RSAs earned (granted on January 2,
2007) as a result of the Company’s actual operating income performance. These awards are
subject to further time-based, ratable vesting over a remaining period of three years.
Restrictions on these awards lapse one-third on January 2, 2009, one-third on January 2,
2010, and one-third on January 2, 2011.
|
|
|
|
(10)
|
|
On January 27, 2009, the Board declared that all of such RSAs were forfeited based on
2008 consolidated financial results.
|
|
|
|
(11)
|
|
Restrictions on awards granted November 6, 2007, lapse 50% on November 6, 2010, and 25%
on each of November 6, 2011 and November 6, 2012.
|
|
|
|
(12)
|
|
Restrictions on awards granted November 1, 2007, lapse 50% on November 1, 2010, and 25%
on each of November 1, 2011 and November 1, 2012.
|
Option Exercises and RSAs Vested
The table below shows the number of shares of the Company’s Common Stock acquired during 2008
upon the exercise of stock options by Named Executive Officers and the vesting of RSAs during 2008.
OPTION EXERCISES AND RSAs VESTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
RSAs
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
Acquired on
|
|
|
Realized on
|
|
|
Acquired on
|
|
|
Realized on
|
|
|
Name
|
|
Exercise (#)
|
|
|
Exercise ($)
|
|
|
Vesting
|
|
|
Vesting ($)
|
|
|
Douglas A. Neugold
|
|
|
0
|
|
|
$
|
0
|
|
|
|
37,453
|
|
|
$
|
1,135,022
|
|
|
Timothy C. Carlson
|
|
|
0
|
|
|
$
|
0
|
|
|
|
4,855
|
|
|
$
|
147,630
|
|
|
Daniel P. Sharkey
|
|
|
0
|
|
|
$
|
0
|
|
|
|
8,839
|
|
|
$
|
268,596
|
|
|
Tod A. Higinbotham
|
|
|
0
|
|
|
$
|
0
|
|
|
|
6,579
|
|
|
$
|
199,673
|
|
|
Lawrence H. Dubois
|
|
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
29
Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of December
31, 2008. All outstanding awards relate to our Common Stock. For additional information about our
equity compensation plans, see Note 13 to our consolidated financial statements contained in our
Annual Report on Form 10-K for the year ended December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
|
|
|
|
|
|
|
|
|
remaining available for
|
|
|
|
|
Number of securities to
|
|
|
Weighted-average
|
|
|
future issuance under equity
|
|
|
|
|
be issued upon exercise
|
|
|
exercise price of
|
|
|
compensation plans
|
|
|
|
|
of outstanding options,
|
|
|
outstanding options,
|
|
|
(excluding securities
|
|
|
Plan Category
|
|
warrants and rights
|
|
|
warrants and rights
|
|
|
reflected in column (a)) (1)
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans approved by
security holders
|
|
|
2,212,670
|
|
|
$
|
26.08
|
|
|
|
1,760,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,212,670
|
|
|
$
|
26.08
|
|
|
|
1,760,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The number of securities remaining available for future issuance under each of the
Company’s 2000 and 2003 Stock Plans is 318,590; and 1,157,792, respectively. The 1998
Stock Plan expired in 2008. The number of securities remaining available for future
issuance under the Company’s 1998 Employee Stock Purchase Plan, which allows eligible
employees of the Company an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions, is 283,984. The Company’s 2000 Stock Plan provides for the
grant of incentive stock options, non-qualified stock options, or stock appreciation
rights. The Company’s 2003 Stock Plan provides for the grant of incentive stock options,
non-qualified options, stock appreciation rights, or restricted stock.
|
Director Compensation
Components of Non-Employee Director Compensation
The Board believes that providing competitive compensation is necessary to attract and retain
qualified non-employee directors. Non-employee director compensation is determined by the Board
based on Company performance as well as recommendations developed by the Compensation Committee
after benchmarking overall compensation practices with the Peer Group and other relevant comparable
companies. The key elements of non-employee director compensation are a retainer, committee
service and chair fees and equity-based grants. It is the Board’s practice to provide a mix of
cash and equity-based compensation that it believes aligns the interests of the Company’s directors
and its stockholders.
No director who is an employee of the Company is compensated for services as a member of the
Board of Directors. Each of the Company’s directors who is not an employee of the Company receives
the following compensation (payable in the first quarter of the calendar year for which the fees
are due), which is payable in “deferred stock units” or cash (except for the equity compensation):
|
•
|
|
An annual retainer of $40,000.
|
|
|
|
•
|
|
An annual fee of $15,000 to the Chairman of the Board.
|
|
|
|
•
|
|
An annual fee to each member of the Audit Committee and to its Chair of $10,000 and $15,000,
respectively.
|
30
|
•
|
|
An annual fee to each member of the Compensation Committee and to its Chair of $5,000 and $10,000, respectively.
|
|
|
|
•
|
|
An annual fee to each member of the Corporate Governance and Nominating Committee and to its Chair of $7,500 and
$15,000, respectively.
|
|
|
|
•
|
|
An annual fee to each member of the Technology Committee and to its Chair of $5,000 and $10,000, respectively.
|
|
|
|
•
|
|
Annual equity compensation with a value of approximately $125,000 divided equally between non-qualified stock option
grants (using a Black-Scholes-Merton valuation model for a 10-year option) and RSAs, which was reduced from $125,000 to
$100,000 with respect to 2009 due to the challenging economic environment. Such options vest on the first anniversary
of the date of grant, expire on the tenth anniversary of the grant date and have an exercise price equal to the last
reported sale price of our Common Stock on the NASDAQ Global Select Market on the grant date. Restrictions on RSAs
granted to non-employee directors lapse on a straight-line basis on each anniversary of the award date over a
three-year period.
|
Fiscal 2008 Compensation
The following table reflects compensation for each member of the Board (with the exception of
Mr. Neugold, Chief Executive Officer, President and Director, whose aggregate compensation is
described above together with the Company’s other Named Executive Officers; Mr. Neugold does not
receive any compensation for his service as a director) for the fiscal year ended December 31,
2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
or Paid
|
|
|
|
|
|
|
Stock
|
|
|
Compen-
|
|
|
|
|
|
|
|
in Cash
|
|
|
RSAs
|
|
|
Options
|
|
|
sation
|
|
|
|
|
|
Name
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
($)(4)
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Adley (5)
|
|
$
|
60,000
|
|
|
$
|
62,828
|
|
|
$
|
52,285
|
|
|
$
|
—
|
|
|
$
|
175,113
|
|
|
Eugene G.
Banucci, Ph.D. (6)
|
|
$
|
31,107
|
|
|
$
|
63,899
|
|
|
$
|
92,540
|
|
|
$
|
—
|
|
|
$
|
187,546
|
|
|
Frederick C. Flynn, Jr. (7)
|
|
$
|
55,000
|
|
|
$
|
61,827
|
|
|
$
|
48,743
|
|
|
$
|
—
|
|
|
$
|
165,570
|
|
|
Robert S. Hillas (8)
|
|
$
|
60,000
|
|
|
$
|
62,828
|
|
|
$
|
48,852
|
|
|
$
|
—
|
|
|
$
|
171,680
|
|
|
Stephen H. Mahle (9)
|
|
$
|
57,500
|
|
|
$
|
215,687
|
|
|
$
|
48,852
|
|
|
$
|
—
|
|
|
$
|
322,871
|
|
|
C. Douglas Marsh (10)
|
|
$
|
52,500
|
|
|
$
|
62,828
|
|
|
$
|
48,852
|
|
|
$
|
—
|
|
|
$
|
165,024
|
|
|
Cheryl L.
Shavers, Ph.D. (11)
|
|
$
|
55,000
|
|
|
$
|
58,364
|
|
|
$
|
48,743
|
|
|
$
|
—
|
|
|
$
|
162,686
|
|
|
|
|
|
|
(1)
|
|
All directors elected to defer receipt of annual retainers and fees for Board and Committee
service for 2008 into “deferred stock accounts” (see below under “Deferral of Retainer and
Fees for Committee Service”), except for Dr. Shavers, who elected to receive such annual
retainer and fees in cash, and Dr. Banucci, who received his prorated 2008 retainer in cash.
|
|
|
|
(2)
|
|
These amounts reflect the Company’s accounting expense for RSAs for financial statement
reporting purposes for the fiscal year ended December 31, 2008 in accordance with FAS 123R,
excluding forfeitures, and do not correspond to any actual amount granted to or realized by
the directors in 2008. See Note 13 to our consolidated financial statements contained in our
Annual Report on Form 10-K for the year ended December 31, 2008, for the assumptions made in
determining such expense under FAS 123R. The grant date fair value is generally the amount
the Company would expense in its financial statements over the award’s service period,
excluding forfeitures. The grant date fair value of RSAs granted on January 2, 2008 was
$31.29. The grant date fair value of RSAs granted on June 5, 2008 was $28.56. Because
Messrs. Adley, Banucci, Hillas, Mahle and Marsh are retirement eligible under the 2003 Stock
Plan, the compensation expense associated with their 2008 awards is being recognized over a
one-year period, which represents the minimum period they must serve as a director following
the grant date of the award in order to trigger the retirement provision, rather than the
award’s three-year vesting period. In addition, ratable amounts
expensed in 2008 for awards that were made in prior years are included (that is, 2005, 2006
and 2007). There can be no assurance that the FAS 123R amounts will ever be realized.
|
31
|
|
|
|
|
(3)
|
|
These amounts reflect the Company’s accounting expense for grants of options for financial
statement reporting purposes for the fiscal year ended December 31, 2008 in accordance with
FAS 123R, excluding forfeitures, and do not correspond to any actual amount paid or realized
by the directors in 2008. See Note 13 to our consolidated financial statements contained in
our Annual Report on Form 10-K for the year ended December 31, 2008, for the assumptions made
in determining such expense under FAS 123R. The FAS 123R value as of the grant date for
options is recognized on a straight-line basis over the number of months of service required
for the grant to become non-forfeitable. The grant date fair value of options granted on
January 2, 2008 was $13.68. In addition, ratable amounts expensed in 2008 for awards that
were made in 2007 are included). There can be no assurance that the FAS 123R amounts will
ever be realized.
|
|
|
|
(4)
|
|
The Company reimburses directors for travel expenses of their spouses accompanying the
directors to one Board meeting per year, when applicable. The reimbursed amounts are below
the disclosable threshold (see below under “Other Compensation”).
|
|
|
|
(5)
|
|
Mr. Adley is Chair of the Corporate Governance and Nominating Committee and a member of the
Compensation Committee. Mr. Adley also serves as the presiding independent director of the
Board of Directors. The aggregate number of unvested RSAs and of unexercised options at the
end of fiscal 2008 held by Mr. Adley was 5,592 and 59,335, respectively.
|
|
|
|
(6)
|
|
Dr. Banucci is Chairman of the Board and, pursuant to his employment agreement with the
Company that expired on June 5, 2008, was paid a salary of $214,615 (at a rate of $450,000 per
annum through June 5, 2008) and a cash bonus of $37,733 with respect to 2008. An additional
$20,450 was paid with respect to dues and fees, 401(k) savings plan matching contribution, and
supplemental insurance premium. Effective June 5, 2008, upon Dr. Banucci’s transition to a
non-employee Director, the Board agreed to pay Dr. Banucci annual fees of $40,000 for his
service on the Board and $15,000 for his service as Chairman. For 2008, these payments were
prorated for the period June 5, 2008 through December 31, 2008, and amounted to $22,842 and
$8,565, respectively. Also effective June 5, 2008, the Board granted Dr. Banucci prorated
equity compensation in his capacity as a non-employee Director for the remainder of 2008 as
follows: (i) a non-qualified stock option to purchase an aggregate of 2,355 shares at an
exercise price of $28.56, the last reported sale price of the Company’s Common Stock on the
NASDAQ Global Select Market on June 5, 2008, and (ii) 1,278 RSAs. The market value of each of
these grants was approximately $36,500, based upon the last reported sale price of the
Company’s Common Stock on the NASDAQ Global Select Market on June 5, 2008, or $28.56 per
share. The aggregate number of unvested RSAs and of unexercised options at the end of fiscal
2008 held by Dr. Banucci was 8,780 and 277,921, respectively.
|
|
|
|
(7)
|
|
Mr. Flynn is Chair of the Audit Committee. The aggregate number of unvested RSAs and of
unexercised options at the end of fiscal 2008 held by Mr. Flynn was 5,592 and 16,735,
respectively.
|
|
|
|
(8)
|
|
Mr. Hillas is a member of the Audit Committee and Chair of the Compensation Committee. The
aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2008 held by
Mr. Hillas was 5,592 and 61,418, respectively.
|
|
|
|
(9)
|
|
Mr. Mahle is a member of the Audit Committee, Corporate Governance and Nominating Committee
and Technology Committee. On March 1, 1996, upon Mr. Mahle’s appointment to the Board, the
Board granted to him a non-qualified stock option to purchase an aggregate of 22,500 shares at
an exercise price of $10.50 as compensation for his service to the Company as a Director.
That option expired on March 1, 2006 with a total net unrealized value of approximately
$468,000 as of the expiration date. Mr. Mahle, through an administrative oversight, failed to
exercise the option prior to the expiration date. The Board of Directors made a special RSA
as compensation for Mr. Mahle’s 10 years of service to the Company. The market value of the
RSA was approximately $457,950, based upon the last reported sale price of the Company’s
Common Stock on the NASDAQ Global Select Market on April 17, 2006, or $30.53 per share.
Restrictions on the award lapse on a straight-line basis on each anniversary of the award date
over a three-year period. The aggregate number of unvested RSAs and of unexercised options at
the end of fiscal 2008 held by Mr. Mahle was 10,592 and 61,418, respectively.
|
|
|
|
(10)
|
|
Mr. Marsh is a member of the Compensation Committee and of the Corporate Governance and
Nominating Committee. The aggregate number of unvested RSAs and of unexercised options at the
end of fiscal 2008 held by Mr. Marsh was 5,592 and 86,418, respectively.
|
|
|
|
(11)
|
|
Dr. Shavers is Chair of the Technology Committee and a member of the Compensation Committee.
The aggregate number of unvested RSAs and of unexercised options at the end of fiscal 2008
held by Dr. Shavers was 5,592 and 16,138, respectively.
|
32
Deferral of Board Retainer and Fees for Committee Service
Non-employee directors may elect to defer receipt of the annual Board retainer and fees for
Committee service, if any, at the beginning of the year into individual “deferred stock accounts,”
pursuant to the Company’s Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998
Stock Plan, now expired and replaced by the Non-Employee Directors Deferred Compensation Program of
ATMI, Inc. 2003 Stock Plan (the “
Program
”). Such accounts are established at the time of
deferral and are equivalent to deferred stock units of the Company’s Common Stock valued at the
closing price of such Common Stock at the time of deferral. The deferred stock units are converted
into shares of the Company’s Common Stock upon a non-employee director’s separation from service as
a director of the Company and in certain very limited circumstances where the Compensation
Committee, in its sole discretion, makes a finding that continued deferral would result in severe
financial hardship as a result of an “unforeseeable emergency” under Section 409A of the Tax Code.
No such finding has been made to date by the Compensation Committee under the Program. In fiscal
2008, most of the non-employee directors elected to defer receipt of the annual Board retainer and
fees for Committee service, as applicable.
Other Compensation
The Company reimburses directors for travel expenses of their spouses accompanying the
directors to one Board meeting per year, when applicable (which in all cases equals an amount below
the disclosable threshold).
Change in Control
There are no “change in control” agreements in place for non-employee directors. However,
pursuant to the forms of option grant and RSA agreements for non-employee directors effective for
grants and awards made after January 1, 2005, in the event that any non-employee director’s service
is terminated in connection with a “change in control” of the Company, all such options and RSAs
held by non-employee directors that are not vested shall be immediately accelerated as of the
effective date of such termination; provided that in the case of RSAs, to the extent that the
vesting of all or some of such unvested RSA is not permitted under the relevant Stock Plan, in lieu
thereof, the Company shall become obligated to pay such directors an amount in cash equal to the
fair market value of those RSAs that do not vest as of the date of such termination following a
“change in control.” Assuming a termination upon a “change in control” on December 31, 2008, the
non-employee directors would receive a cash payment related to such RSAs of $62,101, $19,720,
$62,101, $62,101, $139,251, $62,101 and $59,760 in the case of Messrs. Adley, Banucci, Flynn,
Hillas, Mahle, Marsh and Dr. Shavers, respectively. In any case, pursuant to the terms of the
relevant Stock Plan and relevant grant and award agreements, the Board of Directors of the Company
(or a successor) would be prohibited from terminating or amending any Stock Plan of the Company or
any grant of benefits under such Stock Plan in a way that would adversely affect any rights under
benefits already granted without the consent of the holders of such benefits (including any
director).
Vesting of RSAs and Stock Options upon Death, Disability, or Retirement
In the event that a non-employee director’s service as a director of the Company otherwise
terminates by reason of such director’s death, disability, or retirement, the form of RSA agreement
in effect as of January 1, 2005 and thereafter for non-employee directors provides that any
unvested RSAs shall not be forfeited, but shall continue to vest in accordance with the original
vesting schedule. Under most circumstances, with respect to unvested stock options, in the event
that a non-employee director’s service as a director of the Company otherwise terminates by reason
of such director’s death, disability, or retirement, such options shall terminate.
33
Other Arrangements
There are no other arrangements pursuant to which any of the Company’s independent directors
were compensated for any service provided as a director during fiscal 2008.
FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND REPORT OF THE
AUDIT COMMITTEE
Fees Billed by Independent Registered Public Accounting Firm for Fiscal 2008 and 2007
The following table presents fees for professional services rendered by Ernst & Young LLP
(“
E&Y
”) for the audit of the Company’s consolidated financial statements and the Company’s
internal control over financial reporting for fiscal 2008 and 2007 and fees billed for
audit-related services, tax services and all other services rendered by E&Y for fiscal 2008 and
2007.
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Fiscal
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Fiscal
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2008
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2007
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(in thousands)
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(1) Audit fees (a)
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$
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1,367
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$
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1,289
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(2) Audit-related fees
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$
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—
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$
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10
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(3) Tax fees (b)
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$
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198
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$
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37
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(4) All other fees (c)
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$
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37
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$
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2
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TOTAL
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$
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1,602
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$
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1,338
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(a)
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For the audit of the Company’s annual financial statements, the audit of the
Company’s internal control over financial reporting, the reviews of the financial
statements included in the Company’s reports on Form 10-Q and for services that are
normally provided by the independent registered public accounting firm in connection
with statutory and regulatory filings or engagements for those fiscal years.
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(b)
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For tax compliance, tax advice and tax planning.
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(c)
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Includes fees paid to prepare for the possible audit of a distribution partner
and fees related to works council reviews in Belgium.
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Pre-approval of Audit and Non-Audit Services
Under the Audit and Non-Audit Services Pre-Approval Policy, as adopted by the Audit Committee
in 2007, the Audit Committee must pre-approve all audit and non-audit services provided by the
independent registered public accounting firm.
The policy, as described below, sets forth the procedures and conditions for such pre-approval
of services to be performed by the independent registered public accounting firm. The policy
utilizes both a framework of general pre-approval for certain specified services and specific
pre-approval for all other services.
Each year, the Audit Committee is asked to pre-approve the engagement of the independent
registered public accounting firm and the projected fees, for audit services, audit-related
services (assurance and related services that are reasonably related to the performance of the
independent registered public accounting firm’s review of the financial statements or that are
traditionally performed by the independent registered public accounting firm) and tax services
(such as tax compliance, tax planning and tax advice) for the following year.
34
The fee amounts are generally approved and are updated to the extent necessary at the
regularly scheduled meetings of the Audit Committee throughout the year. Additional pre-approval is
required before actual fees for any service can exceed the originally pre-approved amount.
If the Company wishes to engage the independent registered public accounting firm for other
services that are not considered subject to general pre-approval as described above, then the Audit
Committee must approve such specific engagement as well as the projected fees. Additional
pre-approval is required before any fees can exceed those fees approved for any such specifically
approved services.
If the Company wishes to engage the independent registered public accounting firm for
additional services that have not been generally pre-approved as described above, then such
engagement is presented to the Audit Committee for pre-approval at its next regularly scheduled
meeting. If the timing of the project requires an immediate decision, then the Company may ask the
Chair of the Audit Committee to pre-approve such engagement. Any such pre-approval by the Chair is
then reported to the other Committee members at the next regularly scheduled Audit Committee
meeting. In any event, pre-approval of any engagement by the Audit Committee or the Chair of the
Audit Committee is required before the independent registered public accounting firm may commence
any engagement.
In 2008 and 2007, there were no fees paid to E&Y under a “de minimis” exception to the rules
that waives pre-approval for certain non-audit services.
The Audit Committee monitored the activities and performance of E&Y, including the audit
scope, audit fees, auditor independence matters and the extent to which E&Y was retained to perform
non-audit services. In its review of non-audit service fees, the Audit Committee considered, among
other things, the possible effect of the performance of such services on E&Y’s independence. After
discussion with management and E&Y, the Audit Committee determined the audit and non-audit services
provided by E&Y to have been consistent with maintaining its independence.
Report of the Audit Committee
The following report of the Audit Committee does not constitute soliciting material and should
not be deemed filed or incorporated by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this report by reference therein.
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board
of Directors. Management has primary responsibility for the financial statements and the reporting
process, including the system of internal controls. The independent registered public accounting
firm is responsible for performing an independent audit of the Company’s consolidated financial
statements in accordance with generally accepted auditing standards and to issue a report on such
financial statements. The Audit Committee monitors these processes through periodic meetings with
management and the independent registered public accounting firm.
In this context, the Audit Committee has met and held discussions with management and the
independent registered public accounting firm. Management represented to the Audit Committee that
the Company’s consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States, and the Audit Committee reviewed and discussed
the consolidated financial statements with management and the independent registered public
accounting firm. The Audit Committee also discussed with the independent registered public
accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61,
“Communication with Committees,” as currently in effect.
In addition, the Audit Committee discussed with the independent registered public accounting
firm its independence from the Company and its management, and the Audit Committee has received
from the independent accountants the written disclosures and letter required by Rule 3526 of the
Public Company Accounting Oversight Board regarding the independent accountant’s communications
with the Audit Committee concerning independence. The Audit Committee has concluded that the
independent registered public accounting firm is independent from the Company and its management.
35
The Audit Committee discussed with the Company’s internal auditors and independent registered
public accounting firm the overall scope and plans for their respective audits. The Audit
Committee met periodically with
the director of internal audit and independent registered public accounting firm, with and
without management present, to discuss the results of their examinations, their evaluations of the
Company’s internal controls and the overall quality of the Company’s financial reporting.
In reliance on the reviews and discussions described above, the Audit Committee recommended to
the Board of Directors, and the Board has approved, that the audited financial statements of the
Company for the year ended December 31, 2008, be included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008, for filing with the SEC.
Frederick C. Flynn, Jr., Chair
Robert S. Hillas
Stephen H. Mahle
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review and Approval of Transactions with Related Persons
The Company recognizes that certain relationships with outside firms can present potential or
actual conflicts of interest. Accordingly, as part of its business code of conduct, the Company
has a written policy that requires directors, executive officers and employees to disclose any
relationship, outside activity or financial interest that may present a possible conflict of
interest or the appearance of a conflict.
In accordance with its charter, the Audit Committee reviews and has prior approval authority
for transactions with related persons. In addition, the Company has adopted a written policy and
procedures for review, approval and monitoring of transactions involving the Company and “related
persons” (directors and executive officers or their immediate family members, or stockholders
owning five percent or greater of the Company’s outstanding Common Stock) to ensure that all such
transactions are conducted at “arm’s length” and in the best interests of the Company and are
identified, reported and approved in a timely manner.
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•
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Proposed related person transactions must be communicated to the Chief Financial Officer or
Corporate Controller of the Company.
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•
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For any transaction in excess of $1,000, a competitive bid must be obtained before the
related person transaction is initiated, provided the rates or charges involved are determined
by competitive bids.
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•
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All related person transactions must be recommended for approval by the Chief Financial
Officer to ensure only “arm’s length” related person transactions that are in the best
interests of the Company are consummated.
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•
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The Chief Financial Officer and Corporate Controller are responsible for communicating all
related person transactions to the Audit Committee of the Board, which is responsible for
approving all related person transactions, and for ensuring proper disclosure (per the Audit
Committee charter).
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Directors and executive officers also complete an annual written questionnaire which includes
questions on their relationships, including those of their immediate family members, with outside
firms. They are required to promptly update the Company as to any change in the information
provided by them in the questionnaire.
No relationships have been reported to the Audit Committee by the executive officers or
directors of the Company that require disclosure under applicable regulations.
36
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the Annual Meeting. If,
however, any other business should properly come before the Annual Meeting, the persons named in
the accompanying proxy will vote the proxy as in their discretion they may deem appropriate, unless
they are directed by the proxy to do otherwise.
ADDITIONAL INFORMATION
“
Householding” of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy
delivery requirements for proxy statements with respect to two or more stockholders sharing the
same address by delivering a single proxy statement addressed to those stockholders. This process,
which is commonly referred to as “householding,” potentially provides extra convenience for
stockholders and cost savings for companies. The Company and some brokers household proxy
materials, delivering a single proxy statement to multiple stockholders sharing an address unless
contrary instructions have been received from one or more of the affected stockholders. Once you
have received notice from your broker or us that they or we will be householding materials to your
address, householding will continue until you are notified otherwise or until you instruct us to
the contrary. If, at any time, you no longer wish to participate in householding and would prefer
to receive a separate proxy statement, or if you are receiving multiple copies of the proxy
statement and wish to receive only one, please notify your broker if your shares are held in a
brokerage account or us if you hold registered shares. You may notify us by sending a written
request to Investor Relations, ATMI, Inc., 7 Commerce Drive, Danbury, Connecticut 06810.
The Company undertakes to deliver promptly, upon written or oral request, a separate copy of
the Annual Report on Form 10-K for the year ended December 31, 2008, the proxy statement or the
Notice of Annual Meeting of Stockholders to a stockholder at a shared address to which a single
copy of such documents was delivered. Stockholders may make such request in writing, directed to
Investor Relations, ATMI, Inc., 7 Commerce Drive, Danbury, Connecticut 06810 or by calling us at
(203) 794-1100.
Advance Notice Procedures
Under our Bylaws, any stockholder of record of the Company may nominate candidates for
election to the Board of Directors, or present other business at an annual meeting, if a written
notice is delivered to the Secretary of the Company at the Company’s principal executive offices
not less than 60 days, nor more than 90 days, prior to the first anniversary of the preceding
year’s annual meeting—that is, with respect to the annual meeting of stockholders in 2010, between
February 21 and March 23, 2010. Such written notice must set forth:
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As to the stockholder and the beneficial owner, if any, on whose behalf the
nomination or proposal is made: (i) the name and address of the stockholder, and of any
holder of record of the stockholder’s shares as they appear on the Company’s books,
(ii) the class and number of shares of the Company which are owned by the stockholder
(beneficially and of record) and owned by any holder of record of the stockholder’s
shares, as of the date of the stockholder’s notice, and a representation that the
stockholder will notify the Company in writing of the class and number of such shares
owned of record and beneficially as of the record date for the meeting promptly
following the later of the record date or the date notice of the record date is first
publicly disclosed, (iii) any material interest of the stockholder in such business or
nomination, (iv) a description of any agreement, arrangement or understanding with
respect to such business or nomination between or among the stockholder and any of its
affiliates or associates, and any others (including their names) acting in concert with
any of the foregoing, and a representation that the stockholder will notify the Company
in writing of any such agreement, arrangement or understanding in effect as of the
record date for the meeting promptly following the later of the record date or the date
notice of the record date is first publicly disclosed, (v) a description of any
agreement, arrangement or understanding (including any derivative or short positions,
profit interests, options, hedging transactions, and borrowed or loaned shares) that
has been entered into as of the date of the stockholder’s notice by, or on behalf
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37
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of,
the stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit
of share price changes for, or increase or decrease the voting power of the stockholder
or any of its affiliates or associates with respect to shares of stock of the Company,
and a representation that the proponent will notify the Company in writing of any such
agreement, arrangement or understanding in effect as of the record date for the meeting
promptly following the later of the record date or the date notice of the record date is
first publicly disclosed, (vi) a representation that the stockholder is a holder of
record or beneficial owner of shares of the Company entitled to vote at the annual
meeting and intends to appear in person or by proxy at the meeting to propose such
business, and (vii) a representation whether the stockholder intends to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the Company’s
outstanding shares required to approve the proposal and/or otherwise to solicit proxies
from stockholders in support of the proposal;
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•
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As to any business other than nomination of a director or directors, that the
stockholder proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting (which shall include, without limitation,
copies of any resolutions proposed to be passed at the meeting and copies of any
proposed amendments to the Certificate of Incorporation or Bylaws of the Company), the
reasons for conducting such business at the meeting and any material interest in such
business of the proponent and the beneficial owner, if any, on whose behalf the
proposal is made; and
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•
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As to each person whom the stockholder proposes to nominate for election or
reelection as a director: (i) the name, age, business address and residence address of
such person, (ii) the principal occupation or employment of such person, (iii) the
number of shares of capital stock of the corporation which are owned of record and
beneficially by such person, (iv) a questionnaire, representation and agreement as
required by paragraph 3.15 of Article III of the Company’s Bylaws completed and signed
by such person, (v) such other information concerning such as would be required to be
disclosed in a proxy statement soliciting proxies for the election of such nominee as a
director in an election contest (even if an election contest is not involved), or that
is otherwise required to be disclosed, under the rules of the United States Securities
and Exchange Commission. The Company may require any proposed nominee to furnish such
other information as it may reasonably require to determine the eligibility of such
proposed nominee to serve as an independent director of the corporation or that could
be material to a reasonable stockholder’s understanding of the independence, or lack
thereof, of such nominee.
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These requirements are separate from and in addition to the SEC’s requirements that a
stockholder must meet in order to have a stockholder proposal included in the Company’s proxy
statement.
Stockholder Proposals for the 2010 Annual Meeting
Stockholders interested in submitting a proposal for inclusion in the proxy materials for the
annual meeting of stockholders in 2010 may do so by following the procedures prescribed in SEC Rule
14a-8 under the Exchange Act. To be eligible for inclusion, stockholder proposals must be received
by the Company no later than December 4, 2009. Proposals should be sent to Investor Relations,
ATMI, Inc., 7 Commerce Drive, Danbury, Connecticut 06810. Stockholders must also comply with the
advance notice procedures above.
Proxy Solicitation Costs
The proxies being solicited hereby are being solicited by the Board of Directors of the
Company. The cost of soliciting proxies in the enclosed form will be borne by the Company. Officers
and regular employees of the Company may, but without compensation other than their regular
compensation, solicit proxies by further mailing or personal conversations, or by telephone,
facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
38
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g
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g
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ANNUAL MEETING OF ATMI, INC.
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Date:
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May 20, 2009
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Time:
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10:00 A.M. (Eastern Daylight Time)
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Place:
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6 Commerce Drive, Danbury, Connecticut 06810
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See Voting Instruction on Reverse Side.
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Please make your marks like this:
ý
Use dark black pencil or pen only
The Board of Directors Recommends a Vote
FOR
proposals 1 and 2.
1:
Election of Class III Directors
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Vote
For
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Withhold
Vote
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*Vote For
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All Nominees
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From All Nominees
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All Except
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c
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c
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c
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*INSTRUCTIONS:
To withhold authority to vote for any
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nominee, mark the “Exception” box and write
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the number(s) in the space provided to the right.
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Proposal
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Directors
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Number
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Recommend
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ê
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For
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Against
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Abstain
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ê
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2:
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c
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c
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c
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For
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PROPOSAL(S)
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1:
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Election of Directors. Nominees:
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Class III Directors:
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01
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Stephen H. Mahle
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03
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Douglas A. Neugold
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02
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C. Douglas Marsh
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2:
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2009.
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To attend the meeting and vote your shares
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c
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g
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in person, please mark this box.
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g
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Authorized Signatures - This section must be
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completed for your Instructions to be executed.
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Please Sign Here
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Please Date Above
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Please Sign Here
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Please Date Above
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Please sign exactly as your name(s) appears on your stock certificate. If held in
joint tenancy, all persons should sign. Trustees, administrators, etc., should
include title and authority. Corporations should provide full name of corporation
and title of authorized officer signing the proxy.
Annual Meeting of ATMI, Inc.
to be held on Wednesday, May 20, 2009
for Holders as of March 23, 2009
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INTERNET
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TELEPHONE
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Go To
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866-390-5394
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www.proxypush.com/atmi
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• Cast your vote online.
• View Meeting Documents.
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OR
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• Use any touch-tone telephone.
•
Have your Voting Instruction Form ready.
• Follow the simple recorded instructions.
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MAIL
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OR
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• Mark, sign and date your Voting Instruction Form.
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• Detach your Voting Instruction Form.
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• Return your Voting Instruction Form in the
postage-paid envelope provided.
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All votes must be received by 5:00 P.M., Eastern Daylight Time,
May 19, 2009.
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ATMI, INC.
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c/o PROXY TABULATOR
P.O. BOX 8016
Cary, NC 27512-9903
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EVENT #
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CLIENT #
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OFFICE #
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Revocable Proxy —
ATMI, Inc.
Annual Meeting of Shareholders
May 20, 2009, 10:00 a.m. (Eastern Daylight Time)
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of ATMI, Inc. (the “
Company
”) hereby revokes all prior proxies and
hereby appoints each of Douglas A. Neugold and Timothy C. Carlson as a proxy for the undersigned,
each with full power of substitution, to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Company’s annual meeting of stockholders, to be held at
ATMI, Inc., 6 Commerce Drive, Danbury, Connecticut 06810, on May 20, 2009, at 10:00 a.m., local
time, and at any adjournment thereof, and the undersigned authorizes and instructs such proxies or
their substitutes to vote as follows, and in their discretion upon any other matter that may
properly come before the meeting or any postponement or adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND, IN
ACCORDANCE WITH THE JUDGMENT OF THE PROXIES, FOR OR AGAINST ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE ANNUAL MEETING AND ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
(TO BE SIGNED ON REVERSE SIDE)
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be held on May 20, 2009, for ATMI, Inc.
This communication presents only an overview of the more complete proxy materials that are
available to you on the Internet. We encourage you to access and review all of the important
information contained in the proxy materials before voting. The proxy statement and annual report
to security holders are available at
www.proxydocs.com/atmi
. To submit your proxy while visiting
this site, you will need the 12 digit control number in the box below.
Under United States Securities and Exchange
Commission rules, proxy materials do not have to
be delivered in paper. Proxy materials can be
distributed by making them available on the
Internet. We have chosen to use these procedures
for our 2009 Annual Meeting and need YOUR
participation.
If you want to receive a paper or e-mail copy of
the proxy materials, you must request one. There
is no charge to you for requesting a copy. In
order to receive a paper package in time for
this year’s annual meeting, please make your
request on or before May 8, 2009 to facilitate
timely delivery.
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View Proxy Materials and Annual Report Online at
www.proxydocs.com/atmi
A convenient way to view proxy materials and VOTE!
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Material may be requested by one of the following methods:
To view your proxy materials online, go to
www.proxydocs.com/atmi
. Have the 12 digit control number
available when you access the website and follow the instructions.
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ATMI, Inc. Notice of Annual Meeting
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Date:
Time:
Place:
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Wednesday, May 20, 2009
10:00 A.M. (Eastern Daylight Time)
6 Commerce Drive, Danbury, CT 06810
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The purpose of the Annual Meeting is to take action on the following proposals:
Proposal One – Election of Class III Directors: Director Nominees are (1) Stephen H. Mahle; (2) C.
Douglas Marsh; (3) Douglas A. Neugold.
Proposal Two – Ratification of appointment of independent
registered public accounting firm: To ratify the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2009.
The Board of Directors recommends a vote FOR both proposals.
Should you require directions to the annual meeting, please call (203)-794-1100.
Vote In Person Instructions:
While we encourage shareholders to vote by the means indicated above,
a shareholder is entitled to vote in person at the annual meeting. Additionally, a shareholder who
has submitted a proxy before the meeting, may revoke that proxy by voting in person at the annual
meeting.
Copyright © 2009 Mediant Communications LLC. All Rights Reserved
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