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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aviat Networks Inc | NASDAQ:AVNW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.05 | 0.16% | 31.20 | 30.80 | 31.64 | 31.3287 | 30.90 | 31.15 | 59,282 | 00:28:12 |
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2017
or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-5961564
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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860 N. McCarthy Blvd., Suite 200, Milpitas, California
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95035
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (408) 941-7100
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
Preferred Shares Purchase Rights
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The NASDAQ Global Select Market
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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EXPLANATORY NOTE
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Name
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Title and Positions
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John Mutch
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Director, Chairman of the Board
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Wayne Barr Jr.
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Director
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Kenneth Kong
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Director
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Michael A. Pangia
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Director, President and Chief Executive Officer
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John J. Quicke
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Director
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Dr. James C. Stoffel
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Director
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Committee
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Number of Meetings in Fiscal 2017
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Members
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Principal Functions
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Audit
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8
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John Mutch*
Wayne Barr. Jr John Quicke |
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• Selects our independent registered public accounting firm
• Reviews reports of our independent registered public accounting firm
• Reviews and pre-approves the scope and cost of all services, including all non-audit services, provided by the firm selected to conduct the audit
• Monitors the effectiveness of the audit process
• Reviews management’s assessment of the adequacy of financial reporting and operating controls
• Monitors corporate compliance program
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Compensation
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7
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Dr. James C. Stoffel*
John Quicke Kenneth Kong |
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• Reviews our executive compensation policies and strategies
• Oversees and evaluates our overall compensation structure and programs
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Governance and Nominating
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4
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John J. Quicke*
Dr. James Stoffel John Mutch |
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• Develops and implements policies and practices relating to corporate governance
• Reviews and monitors implementation of our policies and procedures
• Reviews the process by which management identifies and mitigates key areas of risk and reviews critical risk areas with the Board
• Assists in developing criteria for open positions on the Board
• Reviews and recommends nominees for election of directors to the Board
• Reviews and recommends policies, if needed for selection of candidates for directors
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•
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the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
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•
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convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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•
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subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
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•
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found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading SEC to have violated a federal or state securities or commodities law.
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•
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The cornerstone of our executive compensation program is pay for performance. Accordingly, while we pay competitive base salaries and other benefits, our named executive officers’ compensation opportunity is heavily weighted toward variable pay.
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•
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The objectives of our executive compensation program are to reward superior performance, motivate our executives to achieve our goals and attract and retain a strong management team.
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•
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The Compensation Committee oversees our compensation program. The Compensation Committee makes the majority of executive compensation decisions, but also makes recommendations on certain aspects of the program to the full Board. The Compensation Committee is composed solely of independent directors. In its work, the Compensation Committee is assisted by independent compensation consultants engaged by the Compensation Committee.
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•
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In reviewing the elements of our executive compensation program - base salary, annual incentives, long-term incentives and post-termination compensation - our Compensation Committee reviews market data from similar companies.
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•
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Our competitive positioning philosophy is to set compensation at approximately the 50th percentile of compensation at peer group companies with allowances for internal factors such as tenure, individual performance and the nature of the relative scope and complexity of the role.
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•
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Our annual incentive program is based on specific Company financial performance goals for the fiscal year, and includes provisions to “claw back” any excess amounts paid in the event of a later correction or restatement of our financial statements.
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•
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We believe the compensation program for the named executive officers supported our strategic priorities and aligned compensation earned with the Company’s financial performance in fiscal year 2017. Moreover, we believe that in our emphasis on long term stockholder value creation results in an executive compensation program structure that is beneficial to our Company and our stockholders.
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•
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Pay for performance:
A substantial portion of our executives’ compensation opportunity is tied to achieving specified corporate objectives. In fiscal year 2017, 100% of the Annual Incentive Plan (“AIP”) was performance based and at-risk, subject to achievement of certain financial objectives. Under our Long-Term Incentive Plan (“LTIP”), half of the equity awards were in the form of performance shares subject to achievement of a targeted financial measure.
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•
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Mix of short-term and long-term compensation:
Short term compensation for our executive officers is comprised of base salaries and the AIP, which pays out only to the extent that the Company meets its financial targets. Our LTIP, representing long term compensation, is comprised of performance shares and service-based restricted stock. Performance shares are earned, if the performance criteria are met, at the end of a three-year plan cycle, while service-based restricted stock vests over a three-year period.
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•
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Independent compensation consultant:
The Compensation Committee directly retains the services of Pearl Meyer, an independent compensation consultant, to advise it in determining reasonable and market-based compensation policies.
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•
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Prohibition on hedging and pledging:
Our executive officers, together with all other employees, are prohibited from engaging in hedging, pledging or similar transactions with respect to our securities.
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•
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No perquisites:
Our executive officers are not provided with club memberships, personal use of corporate aircraft or any other perquisite or special benefits other than our occasional provision of relocation expense reimbursement.
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No single trigger change of control acceleration:
Except for a market-based stock unit award of 50,000 shares made to Michael Pangia, our President and Chief Executive Officer, which is subject to accelerated vesting upon a change of control, as described below under “Potential Payments Upon Termination or Change of Control”, change of control arrangements in employment agreements with our executive officers provide for acceleration of vesting for outstanding equity awards only in the event that we are both subject to a change in control and the executive officer’s employment terminates thereafter for reasons specified in the employment agreements.
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•
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Clawback:
We have a clawback policy that entitles us to recover all or a portion of any performance-based compensation, including cash and equity components, if our financial statements are restated as a result of errors, omissions or fraud.
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Strong compensation risk management:
The Compensation Committee reviews and analyzes the risk profile of our compensation programs and practices on an annual basis.
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•
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reward superior performance;
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motivate our executives to achieve strategic, operational, and financial goals;
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enable us to attract and retain a world-class management team; and
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align outcomes and rewards with stockholder expectations.
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Results-Driven Entitlement
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Fiscal Year 2017 Annual Incentive Plan
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Performance
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Payout
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Metric
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Tiers
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($)
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(As % of
Award Target)
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Adjusted EBITDA
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Minimum Threshold
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$910,000
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6%
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Target Threshold
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$15,250,000
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100%
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Maximum Threshold
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$15,250,000
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100%
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•
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Awards that are earned do not vest until the end of the three-year period which is after fiscal year 2020.
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Vesting of service-based restricted stock required continued employment through the third anniversary of date of grant.
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Compensation Committee of the Board of Directors
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Dr. James C. Stoffel, Chairman
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Kenneth Kong
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John J. Quicke
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•
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Our compensation program is designed to provide a mix of both fixed and “at risk” incentive compensation.
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•
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The incentive elements of our compensation program (annual incentives and multi-year equity LTIP awards) are designed to reward both annual performance (under the AIP) and longer-term performance (under the LTIP). We believe this design mitigates any incentive for short-term risk-taking that could be detrimental to our company’s long-term best interests.
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Maximum payouts under our AIP are currently capped at 100% of the target payout amounts set by the Compensation Committee. We believe these limits mitigate excessive risk-taking, since the maximum amount that can be earned is limited.
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Finally, our AIP and our LTIP both contain provisions under which awards may be recouped or forfeited if the recipient has not complied with our policies. In addition, our performance-based plans (cash incentive and performance shares) both contain provisions under which awards may be recouped or forfeited if the financial results for a period affecting the calculation of an award are later restated.
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Name/Principal Position
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Fiscal Year
(1) |
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Salary
(3) |
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Stock Awards
(4) |
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Option Awards
(5) |
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Non-Equity Incentive Plan Compensation (6)
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All Other Compensation
(7) |
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Total
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||||||
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($)
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($)
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($)
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($)
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($)
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($)
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||||||||
Michael Pangia
Chief Executive Officer
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2017
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550,000
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741,032
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—
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324,522
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4,005
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1,619,559
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2016
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550,000
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333,086
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—
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—
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3,073
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886,159
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2015
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571,154
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—
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149,286
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—
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2,224
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722,664
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Ralph Marimon
Senior Vice President and Chief Financial Officer (2)
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2017
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294,231
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141,638
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—
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115,058
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|
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2,616
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553,543
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2016
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300,000
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118,094
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—
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—
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2,064
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|
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420,158
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2015
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33,462
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114,000
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|
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—
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—
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238
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147,700
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Heinz H. Stumpe
Senior Vice President and Chief Sales Officer
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2017
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345,000
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175,402
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|
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—
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142,495
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|
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3,707
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|
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666,604
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2016
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345,000
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|
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146,255
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|
|
—
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|
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—
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3,707
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|
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494,962
|
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2015
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358,269
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|
|
—
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65,550
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—
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3,204
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427,023
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Shaun McFall
Senior Vice President, Chief Marketing and Strategy Officer
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2017
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320,000
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151,057
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—
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122,728
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10,666
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|
604,451
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2016
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320,000
|
|
|
125,968
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|
|
—
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|
|
—
|
|
|
9,270
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|
|
455,238
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2015
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332,308
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|
|
—
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56,457
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|
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—
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|
|
1,792
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|
|
390,557
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Meena Elliott
Senior Vice President, Chief Legal and Administrative Officer, Corporate Secretary
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2017
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320,000
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|
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151,057
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|
|
—
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|
|
122,728
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|
|
7,785
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|
|
601,570
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2016
|
|
320,000
|
|
|
125,968
|
|
|
—
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|
|
—
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|
|
6,421
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|
|
452,389
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|
|
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2015
|
|
319,616
|
|
|
—
|
|
|
48,857
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|
|
—
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|
|
1,227
|
|
|
369,700
|
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(1)
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Our fiscal year
2017
ended
June 30, 2017
, fiscal year
2016
ended
July 1, 2016
and fiscal year
2015
ended
July 3, 2015
. The amounts in the Summary Compensation Table represent total compensation paid or earned for our fiscal years as included in our annual financial statements.
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(2)
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Effective May 26, 2015, Mr. Marimon was appointed as our Senior Vice President and Chief Financial Officer.
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(3)
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The annual base salary for Mr. Pangia is $550, 000. The amounts shown take into account the extra pay period in our fiscal year 2015.
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(4)
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The “Stock Awards” column shows the full grant date fair value of the market-based shares, performance shares, and restricted stock granted in fiscal 2017 and fiscal 2016, respectively.
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Mr. Pangia
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$
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278,572
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Mr. Stumpe
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$
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87,595
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Mr. McFall
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|
$
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66,858
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Ms. Elliott
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$
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49,524
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(5)
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The “Option Awards” column shows the full grant date fair value of the stock options granted in fiscal year 2015. No option was granted in fiscal 2017 or fiscal year 2016. The grant date fair value of the stock option awards was determined under FASB ASC Topic 718 and represents the amount we would expense in our financial statements over the entire vesting schedule for the awards. The assumptions used for determining values are set forth in
Notes 1 and 8
to our audited consolidated financial statements in Part II, Item 8 of the Original Form 10-K. These amounts reflect our accounting for these grants and do not correspond to the actual values that may be recognized by the named executive officers.
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(6)
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The “Non-Equity Incentive Plan Compensation” column shows the cash bonus earned under the fiscal year 2017 annual incentive plan. The following amounts were paid on February 9, 2017 with the remainder amounts paid on October 6, 2017.
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Mr. Stumpe
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$
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36,225
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Mr. McFall
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$
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31,200
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Ms. Elliott
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$
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31,200
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(7)
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The following table describes the components of the “All Other Compensation” column.
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Life Insurance (a)
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Company Matching Contributions Under 401(k) Plan (b)
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Total All Other Compensation
|
|||
Name
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Year
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($)
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($)
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($)
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|||
Michael Pangia
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2017
|
|
4,005
|
|
|
—
|
|
|
4,005
|
|
|
|
2016
|
|
3,073
|
|
|
—
|
|
|
3,073
|
|
|
|
2015
|
|
2,224
|
|
|
—
|
|
|
2,224
|
|
Ralph Marimon
|
|
2017
|
|
2,616
|
|
|
—
|
|
|
2,616
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|
|
|
2016
|
|
2,064
|
|
|
—
|
|
|
2,064
|
|
|
|
2015
|
|
238
|
|
|
—
|
|
|
238
|
|
Heinz H. Stumpe
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2017
|
|
3,707
|
|
|
—
|
|
|
3,707
|
|
|
|
2016
|
|
3,707
|
|
|
—
|
|
|
3,707
|
|
|
|
2015
|
|
3,204
|
|
|
—
|
|
|
3,204
|
|
Shaun McFall
|
|
2017
|
|
2,224
|
|
|
8,442
|
|
|
10,666
|
|
|
|
2016
|
|
2,224
|
|
|
7,046
|
|
|
9,270
|
|
|
|
2015
|
|
1,792
|
|
|
—
|
|
|
1,792
|
|
Meena Elliott
|
|
2017
|
|
1,190
|
|
|
6,595
|
|
|
7,785
|
|
|
|
2016
|
|
1,190
|
|
|
5,231
|
|
|
6,421
|
|
|
|
2015
|
|
1,227
|
|
|
—
|
|
|
1,227
|
|
(a)
|
Represents premiums paid for life insurance that represent taxable income for the named executive officer.
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(b)
|
Represents matching contributions made by us to the 401(k) account of the respective named executive.
|
|
|
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|
|
Estimated Possible Payouts Under Short-Term Non-Equity Incentive Plan Awards in Fiscal Year 2017
(1)
|
|
Estimated Future Payments Under Equity Incentive Plan Awards in Fiscal Year 2017
|
|
All Other Stock Awards: Number of Shares of Stock or Units (4)
|
Fair Value of Stock and Option Awards (5)
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||||||||||||||||
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Type of Award
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
||||||||||
Name
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
($)
|
|||||||||
Michael Pangia
|
Cash Bonus
|
|
8/23/2016
|
|
33,000
|
|
|
550,000
|
|
|
550,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
RSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,833
|
|
191,247
|
|
|
PSU
|
|
9/22/2016
|
|
|
|
|
|
|
|
22,689
|
|
|
22,689
|
|
|
22,689
|
|
(2)
|
|
208,285
|
|
||||
|
PSU
|
|
12/30/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
(3)
|
—
|
|
341,500
|
|
Ralph Marimon
|
Cash Bonus
|
|
8/23/2016
|
|
11,700
|
|
|
195,000
|
|
|
195,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
RSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,386
|
|
67,803
|
|
|
PSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,043
|
|
|
8,043
|
|
|
8,043
|
|
(2)
|
—
|
|
73,835
|
|
Heinz H. Stumpe
|
Cash Bonus
|
|
8/23/2016
|
|
14,490
|
|
|
241,500
|
|
|
241,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
RSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,147
|
|
83,969
|
|
|
PSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,960
|
|
|
9,960
|
|
|
9,960
|
|
(2)
|
—
|
|
91,433
|
|
Shaun McFall
|
Cash Bonus
|
|
8/23/2016
|
|
12,480
|
|
|
208,000
|
|
|
208,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
RSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,878
|
|
72,320
|
|
|
PSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,577
|
|
|
8,577
|
|
|
8,577
|
|
(2)
|
—
|
|
78,737
|
|
Meena Elliott
|
Cash Bonus
|
|
8/23/2016
|
|
12,480
|
|
|
208,000
|
|
|
208,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
RSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,878
|
|
72,320
|
|
|
PSU
|
|
9/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,577
|
|
|
8,577
|
|
|
8,577
|
|
(2)
|
—
|
|
78,737
|
|
(1)
|
The amounts shown under Estimated Possible Payouts Under Short-Term Non-Equity Incentive Plan Awards reflect possible payouts under our fiscal 2017 AIP. During fiscal 2017, we achieved 59% of the FY17 cash incentive target.
|
(2)
|
Performance-based share units eligible to vest were based on the Company’s adjusted EBITDA for fiscal year 2017. Once the shares are earned, they will vest 100% on the third anniversary of the grant date. Vesting of these shares is dependent on continuous employment with us through the vesting date.
|
(3)
|
Market-based share units eligible to vest were based on the target closing prices of the Company’s common stock for calendar year 2018. The shares will vest on the date that the Compensation Committee certifies achievement of the performance measure. Vesting of these shares is dependent on continuous employment with us through the vesting date.
|
(4)
|
Restricted stock units vest 100% on the third anniversary of the grant date.
|
(5)
|
The “Grant Date Fair Value of Stock and Option Awards” column shows the full grant date fair value of the stock options granted in fiscal year 2017. The grant date fair value of the stock options was determined under FASB ASC Topic 718 and represents the amount we would expense in our financial statements over the entire vesting schedule for the awards in the event the vesting provisions are achieved.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
|
|
Award Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable
|
|
Number of Securities Underlying Unexercised Options Unexercisable
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock that have not Vested
|
|
Market Value of Shares or Units of Stock that have not Vested (9)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights that have not Vested
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (9)
|
|||||||||
Name
|
|
|
|
(#)
|
|
(#)
|
|
($)
|
|
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|||||||||
Michael Pangia
|
|
12/30/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
50,000
|
|
(6
|
)
|
870,000
|
|
|
|
|
09/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,689
|
|
(7
|
)
|
394,788.6
|
|
||||||
|
|
09/22/2016
|
|
|
|
|
|
|
|
|
|
20,833
|
|
(4)
|
362,494
|
|
|
|
|
|
|||||||
|
|
11/20/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
15,126
|
|
(8
|
)
|
263,192.4
|
|
|
|
|
10/23/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,833
|
|
(4)
|
362,494
|
|
|
|
|
|
|||
|
|
02/02/2015
|
|
15,460
|
|
|
6,365
|
|
(1)
|
15.60
|
|
|
2/2/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/09/2013
|
|
34,722
|
|
|
—
|
|
(2)
|
31.20
|
|
|
9/9/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
10/03/2012
|
|
11,458
|
|
|
—
|
|
(3)
|
27.36
|
|
|
10/3/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/08/2011
|
|
25,107
|
|
|
—
|
|
(3)
|
28.44
|
|
|
9/8/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
11/11/2010
|
|
4,166
|
|
|
—
|
|
(3)
|
52.32
|
|
|
11/11/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Ralph Marimon
|
|
09/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
8,043
|
|
(7
|
)
|
139,948
|
|
|
|
|
09/22/2016
|
|
|
|
|
|
|
|
|
|
7,386
|
|
(4)
|
128,516
|
|
|
|
|
|
|||||||
|
|
11/20/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
5,362
|
|
(8
|
)
|
93,299
|
|
||
|
|
10/23/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,386
|
|
(4)
|
128,516
|
|
|
|
|
|
|||
|
|
05/26/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,166
|
|
(5)
|
72,488
|
|
|
—
|
|
|
—
|
|
|
Heinz H. Stumpe
|
|
09/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
9,960
|
|
(7
|
)
|
173,304
|
|
|
|
|
09/22/2016
|
|
|
|
|
|
|
|
|
|
9,147
|
|
(4)
|
159,158
|
|
|
|
|
|
|||||||
|
|
11/20/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
6,640
|
|
(8
|
)
|
115,536
|
|
|
|
|
10/23/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,147
|
|
(4)
|
159,158
|
|
|
|
|
|
|||
|
|
02/02/2015
|
|
6,788
|
|
|
2,795
|
|
(1)
|
15.60
|
|
|
2/2/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/09/2013
|
|
15,246
|
|
|
—
|
|
(2)
|
31.20
|
|
|
9/9/20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
10/03/2012
|
|
5,031
|
|
|
—
|
|
(3)
|
27.36
|
|
|
10/3/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/08/2011
|
|
6,676
|
|
|
—
|
|
(3)
|
28.44
|
|
|
9/8/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
11/11/2010
|
|
4,583
|
|
|
—
|
|
(3)
|
52.32
|
|
|
11/11/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Shaun McFall
|
|
09/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
8,577
|
|
(7
|
)
|
149,240
|
|
|
|
|
09/22/2016
|
|
|
|
|
|
|
|
|
|
7,878
|
|
(4)
|
137,077
|
|
|
|
|
|
|||||||
|
|
11/20/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
5,718
|
|
(8
|
)
|
99,493
|
|
|
|
|
10/23/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,878
|
|
(4)
|
137,077
|
|
|
|
|
|
|||
|
|
02/02/2015
|
|
5,847
|
|
|
2,407
|
|
(1)
|
15.60
|
|
|
2/2/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/09/2013
|
|
13,131
|
|
|
—
|
|
(2)
|
31.20
|
|
|
9/9/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
10/03/2012
|
|
4,333
|
|
|
—
|
|
(3)
|
27.36
|
|
|
10/3/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/08/2011
|
|
6,162
|
|
|
—
|
|
(3)
|
28.44
|
|
|
9/8/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
11/11/2010
|
|
4,583
|
|
|
—
|
|
(3)
|
52.32
|
|
|
11/11/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Meena Elliott
|
|
09/22/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
8,577
|
|
(7
|
)
|
149,240
|
|
|
|
|
09/22/2016
|
|
|
|
|
|
|
|
|
|
7,878
|
|
(4)
|
137,077
|
|
|
|
|
|
|||||||
|
|
11/20/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
5,718
|
|
(8
|
)
|
99,493
|
|
|
|
|
10/23/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,878
|
|
(4)
|
137,077
|
|
|
|
|
|
|||
|
|
02/02/2015
|
|
5,059
|
|
|
2,083
|
|
(1)
|
15.60
|
|
|
2/2/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/09/2013
|
|
11,363
|
|
|
—
|
|
(2)
|
31.20
|
|
|
9/9/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
10/03/2012
|
|
3,750
|
|
|
—
|
|
(3)
|
27.36
|
|
|
10/3/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
09/08/2011
|
|
6,162
|
|
|
—
|
|
(3)
|
28.44
|
|
|
9/8/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
11/11/2010
|
|
3,333
|
|
|
—
|
|
(3)
|
52.32
|
|
|
11/11/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Stock options vest in installments of 25% on August 1, 2015, and 1/48 each month thereafter over the remaining three-year period based on continuous employment through those dates.
|
(2)
|
Stock options vest in installments of 33 1/3% one year from the grant date, 33 1/3% two years from the grant date and 33 1/3% three years from the grant date based on continuous employment through those dates.
|
(3)
|
Stock options vest in installments of 50% one year from the grant date, 25% two years from the grant date and 25% three years from the grant date based on continuous employment through those dates.
|
(4)
|
Restricted stock units vest 100% on the third anniversary of the grant date.
|
(5)
|
Restricted stock units vest in installments of 25% one year from the grant date, and 25% annually on each anniversary thereafter over the remaining three-year period based on continuous employment through those dates.
|
(6)
|
Market-based share units eligible to vest were based on the target closing prices of the Company’s common stock for calendar year 2018, subject to acceleration under a change in control prior to January 1, 2019. The shares will vest on the date that the Compensation Committee certifies achievement of the performance measure. Vesting of these shares is dependent on continuous employment with us through the vesting date.
|
(7)
|
Performance-based share units eligible to vest were based on the Company’s adjusted EBITDA for fiscal year 2017. Once the shares are earned, they will veste100% on the third anniversary of the grant date. Vesting of these shares is dependent on continuous employment with us through the vesting date.
|
(8)
|
Market-based share units eligible to vest were based on multiple target closing prices of the Company’s common stock for fiscal year 2016, fiscal year 2017, and fiscal year 2018, respectively. Once the shares are earned for fiscal year 2016 and 2017, they will be vested on the last day of fiscal 2018. For the shares earned for the fiscal year ending 2018, they will be vested on the date that the Compensation Committee certifies achievement of the performance metrics. Vesting of these shares is dependent on continuous employment with us through the vesting dates.
|
(9)
|
Market value is based on the
$17.40
closing price of a share of our common stock on
June 30, 2017
, as reported on the NASDAQ Global Select Market.
|
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares Acquired on Vesting
(#) (1)
|
|
Value Received on Vesting
($) (2)
|
||
Ralph Marimon
|
|
2,083
|
|
|
37,536
|
|
(1)
|
Vested number of shares of service-based restricted stock units.
|
(2)
|
Amount shown is the aggregate market value of the vested shares of restricted stock units based on the closing price of our stock on the vesting date.
|
Name
|
|
Conditions for Payouts
|
|
Base Salary Component (1)
|
|
Cash Incentive Component (2)
|
|
Accelerated Equity Vesting (3)
|
|
Insurance Benefit (4)
|
|
Out-Placement Services (5)
|
|
Total
|
||||||||||||
Michael Pangia
|
|
Termination without cause or for good reason, or due to disability
|
|
$
|
550,000
|
|
|
$
|
324,522
|
|
|
$
|
719,565
|
|
|
$
|
21,140
|
|
|
$
|
30,000
|
|
|
$
|
1,645,227
|
|
|
|
Within 18 months after Change of Control
|
|
$
|
1,100,000
|
|
|
$
|
550,000
|
|
|
$
|
2,292,254
|
|
|
$
|
42,280
|
|
|
$
|
30,000
|
|
|
$
|
4,014,534
|
|
Ralph Marimon
|
|
Termination without cause or for good reason, or due to disability
|
|
$
|
300,000
|
|
|
$
|
115,058
|
|
|
$
|
245,218
|
|
|
$
|
14,588
|
|
|
$
|
30,000
|
|
|
$
|
704,864
|
|
|
|
Within 18 months after Change of Control
|
|
$
|
300,000
|
|
|
$
|
195,000
|
|
|
$
|
562,768
|
|
|
$
|
14,588
|
|
|
$
|
30,000
|
|
|
$
|
1,102,356
|
|
Heinz H. Stumpe
|
|
Termination without cause or for good reason, or due to disability
|
|
$
|
345,000
|
|
|
$
|
106,270
|
|
|
$
|
315,901
|
|
|
$
|
22,025
|
|
|
$
|
30,000
|
|
|
$
|
819,196
|
|
|
|
Within 18 months after Change of Control
|
|
$
|
690,000
|
|
|
$
|
205,275
|
|
|
$
|
624,405
|
|
|
$
|
44,050
|
|
|
$
|
30,000
|
|
|
$
|
1,593,730
|
|
Shaun McFall
|
|
Termination without cause or for good reason, or due to disability
|
|
$
|
320,000
|
|
|
$
|
91,528
|
|
|
$
|
272,064
|
|
|
$
|
26,093
|
|
|
$
|
30,000
|
|
|
$
|
739,685
|
|
|
|
Within 18 months after Change of Control
|
|
$
|
640,000
|
|
|
$
|
176,800
|
|
|
$
|
537,745
|
|
|
$
|
52,186
|
|
|
$
|
30,000
|
|
|
$
|
1,436,731
|
|
Meena Elliott
|
|
Termination without cause or for good reason, or due to disability
|
|
$
|
320,000
|
|
|
$
|
91,528
|
|
|
$
|
270,646
|
|
|
$
|
18,775
|
|
|
$
|
30,000
|
|
|
$
|
730,949
|
|
|
|
Within 18 months after Change of Control
|
|
$
|
640,000
|
|
|
$
|
176,800
|
|
|
$
|
535,743
|
|
|
$
|
37,550
|
|
|
$
|
30,000
|
|
|
$
|
1,420,093
|
|
(1)
|
The base salary component represents the total gross monthly payments to each named executive officer at the current salary.
|
(2)
|
The cash incentive component represents
the cash bonus due under the fiscal year 2017 annual incentive plan.
|
(3)
|
Reflects acceleration of outstanding equity awards as of
June 30, 2017
, with final determination to be made by the Compensation Committee.
|
(4)
|
The insurance benefit provided is paid directly to the insurer benefit provider and includes amounts for COBRA.
|
(5)
|
The estimated dollar amounts for outplacement services would be paid directly to an outplacement provider selected by us.
|
•
|
any merger, consolidation, share exchange or acquisition, unless immediately following such merger, consolidation, share exchange or acquisition, at least 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (i) the entity resulting from such merger, consolidation or share exchange, or the entity which has acquired all or substantially all of our assets (in the case of an asset sale that satisfies the criteria of an acquisition) (in either case, the “Surviving Entity”) or (ii) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity is represented by our securities that were outstanding immediately prior to such merger, consolidation, share exchange or acquisition (or, if applicable, is represented by shares into which such Company securities were converted pursuant to such merger, consolidation, share exchange or acquisition); or
|
•
|
any person or group of persons (within the meaning of Section 13(d)(3) of the Exchange Act) directly or indirectly acquires beneficial ownership (determined pursuant to SEC Rule 13d-3 promulgated under the Exchange Act) of securities possessing more than 30% (50% in the case of Mr. Marimon) of the total combined voting power of our outstanding securities other than: (i) an employee benefit plan of ours or any of our affiliates; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of our or any of our affiliates; or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or
|
•
|
over a period of 36 consecutive months or less, there is a change in the composition of the Board such that a majority of the Board members (rounded up to the next whole number, if a fraction) ceases, by reason of one or more proxy contests for the
|
•
|
a majority of the Board determines that a Change of Control has occurred; or
|
•
|
the complete liquidation or dissolution of the Company.
|
•
|
severance payments at their final base salary for a period of 12 months following termination;
|
•
|
payment of premiums necessary to continue their group health insurance under COBRA (or to purchase other comparable health coverage on an individual basis if the employee is no longer eligible for COBRA coverage) until the earlier of (i) 12 months; or (ii) the date on which they first became eligible to participate in another employer’s group health insurance plan;
|
•
|
the prorated portion of any incentive bonus they would have earned during the incentive bonus period in which their employment was terminated;
|
•
|
any equity compensation subject to service-based vesting granted to the executive officer will stop vesting as of their termination date; however, they will be entitled to purchase any vested share(s) of stock that are subject to the outstanding options until the earlier of: (i) 12 months; or (ii) the date on which the applicable option(s) expire; and
|
•
|
outplacement assistance selected and paid for by us.
|
•
|
$60,000 basic annual cash retainer, payable on a quarterly basis, which a director may elect to receive in the form of shares of common stock;
|
•
|
$25,000 annual cash retainer, payable on a quarterly basis, for service as Chairman of the Board;
|
•
|
$10,000 annual cash retainer, payable on a quarterly basis, for service as Chairman of the Audit Committee;
|
•
|
$5,000 annual cash retainer, payable on a quarterly basis, for service as Chairman of the Governance and Nominating Committee;
|
•
|
$8,000 annual cash retainer, payable on a quarterly basis, for service as Chairman of the Compensation Committee; and
|
•
|
Annual grant of restricted shares of common stock valued (based on market prices on the date of grant) at $60,000, with 100% vesting at the earlier of (1) the day before the annual stockholders’ meeting, or (2) one year from grant date, subject to continuing service as a director.
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards (2)
|
|
Total
|
|||
|
|
($)
|
|
($)
|
|
($)
|
|||
Wayne Barr (1)
|
|
30,000
|
|
|
61,741
|
|
|
91,741
|
|
Kenneth Kong (1)
|
|
30,000
|
|
|
61,741
|
|
|
91,741
|
|
John Mutch
|
|
95,000
|
|
|
61,741
|
|
|
156,741
|
|
John J. Quicke
|
|
65,000
|
|
|
61,741
|
|
|
126,741
|
|
Dr. James C. Stoffel
|
|
68,000
|
|
|
61,741
|
|
|
129,741
|
|
(1)
|
Mr. Barr and Kong became directors in November 2016.
|
(2)
|
The amounts shown in this column reflect the aggregate grant date fair value of the stock awards and option awards granted to our non-employee directors computed in accordance with FASB ASC Topic 718. The assumptions made in determining the fair values of our stock awards and option awards are set forth in
Notes 1 and 8
to our fiscal year
2017
Consolidated Financial Statements in Part II, Item 8 of the Original Form 10-K.
|
Name
|
|
Unvested Stock Awards
|
|
Wayne Barr Jr.
|
|
4,474
|
|
Kenneth Kong
|
|
4,474
|
|
John Mutch
|
|
4,474
|
|
John J. Quicke
|
|
4,474
|
|
Dr. James C. Stoffel
|
|
4,474
|
|
•
|
The benefits provided by our Bylaws in effect on the date of the indemnification agreement or at the time expenses are incurred by the director or officer;
|
•
|
The benefits allowable under Delaware law in effect on the date the indemnification bylaw was adopted, or as such law may be amended;
|
•
|
The benefits available under liability insurance obtained by us; and
|
•
|
Such benefits as may otherwise be available to the director or officer under our existing practices.
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options
|
|
Number of Securities Remaining Available for Further Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
|
||||
Equity Compensation plan approved by security holders
(1)
|
|
967,985
|
|
(2)
|
$
|
28.39
|
|
(3)
|
270,947
|
|
Equity Compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
967,985
|
|
|
$
|
28.39
|
|
|
270,947
|
|
(1)
|
Consists solely of the 2007 Plan.
|
(2)
|
The number includes
372,705
shares to be issued upon exercise of options,
379,015
shares to be issued upon vesting of restricted stock units,
72,941
shares to be issued upon vesting of performance stock units, and
143,324
shares to be issued upon vesting of market-based stock units.
|
(3)
|
Excludes weighted average fair value of restricted stock units, performance stock units, and market-based stock units at issuance date.
|
|
|
Shares Beneficially Owned as of September 21, 2017
(1)
|
|||||
|
|
Number of Shares of Common Stock
(2)
|
|
|
Percentage of Voting Power of Common Stock
|
||
Name and Address of Beneficial Owner
|
|
|
|
|
|
||
Steel Partners Holdings L.P.
|
|
670,240
|
|
(3)
|
|
12.6
|
%
|
590 Madison Avenue, 32nd Floor
New York, NY |
|
|
|
|
|
||
Schneider Capital Management Corporation
|
|
518,792
|
|
(4)
|
|
9.8
|
%
|
460 E. Swedesford Road, Suite 2000
Wayne, PA 19087 |
|
|
|
|
|
||
Royce and Associates, LLC
|
|
383,597
|
|
(5)
|
|
7.2
|
%
|
745 Fifth Avenue
New York, NY 10151 |
|
|
|
|
|
||
Group comprised of Julian Singer, JDS1, LLC and David S. Oros
|
|
345,291
|
|
(6)
|
|
6.5
|
%
|
c/o Julian Singer
2200 Fletcher Avenue, Suite 501
Fort Lee, NJ 07024
|
|
|
|
|
|
||
Renaissance Technologies
|
|
289,383
|
|
(7)
|
|
5.4
|
%
|
600 Route 25A
East Setauket, New York 11733
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Named Executive Officers, Nominees for Director, and Directors
|
|
|
|
|
|
||
Wayne Barr, Jr.
|
|
4,474
|
|
(8)
|
|
*
|
|
Meena Elliott
|
|
38,478
|
|
(9)
|
|
*
|
|
Kenneth Kong
|
|
4,474
|
|
(8)
|
|
*
|
|
Ralph S. Marimon
|
|
3,188
|
|
(10)
|
|
*
|
|
Shaun McFall
|
|
45,878
|
|
(11)
|
|
*
|
|
John Mutch
|
|
19,245
|
|
(8)
|
|
*
|
|
Michael Pangia
|
|
125,734
|
|
(12)
|
|
2.3
|
%
|
John J. Quicke
|
|
27,579
|
|
(8)
|
|
*
|
|
Dr. James C. Stoffel
|
|
30,219
|
|
(13)
|
|
*
|
|
Heinz H. Stumpe
|
|
46,866
|
|
(14)
|
|
*
|
|
All directors, nominee for director and executive officers as a group (10 persons)
|
|
346,135
|
|
(15)
|
|
6.2
|
%
|
(1)
|
Beneficial ownership is determined under the rules and regulations of the SEC, and generally includes voting or dispositive power with respect to such shares.
|
(2)
|
Shares of common stock that a person has the right to acquire within 60 days are deemed to be outstanding and beneficially owned by that person for the purpose of computing the total number of shares beneficially owned by that person and the percentage ownership of that person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group. Accordingly, the amounts in the table include shares of common stock that such person has the right to acquire within 60 days of
September 21, 2017
by the exercise of stock options.
|
(3)
|
Based solely on a review of Amendment No. 6 to the Schedule 13D filed with the SEC on January 13, 2015 by Steel Excel Inc., Steel Partners Holdings L.P., SPH Group LLC, SPH Group Holdings LLC and Steel Partners Holdings GP Inc. Each of the foregoing entities reported shared voting and dispositive power with respect to all of such shares.
|
(4)
|
Based solely on a review of the Schedule 13F filed with the SEC on August 14, 2017 by Schneider Capital Management Corporation. Schneider Capital Management Corporation reported sole voting power with respect to 461,040 of such shares and sole dispositive power with respect to all of such shares.
|
(5)
|
Based solely on a review of the Schedule 13F filed with the SEC on August 7, 2017 by Royce & Associates, LLC. Royce & Associates, LLC reported sole voting and dispositive power with respect to all such shares.
|
(6)
|
Based solely on a review of the Schedule 13D filed with the SEC on September 14, 2016, by Julian Singer, JDS1, LLC and David S. Oros. Mr. Singer and JDS1, LLC reported sole voting and dispositive power with respect to 295,291 shares. Mr. Oros reported sole voting and dispositive power with respect to 50,000 shares.
|
(7)
|
Based solely on a review of the Schedule 13F filed with the SEC on August 11, 2017, by Renaissance Technologies LLC. Renaissance Technologies LLC reported sole voting power with respect to 264,902 of such shares, and sole dispositive power with respect to all such shares.
|
(8)
|
Includes
4,474
shares of common stock that are subject to restricted stock units that will vest within 60 days of
September 21, 2017
.
|
(9)
|
Includes
30,411
shares of common stock that are subject to option that may be exercised within 60 days of
September 21, 2017
.
|
(10)
|
Information is as of
September 21, 2017
. There were no option or restricted stock units that may be exercised or that will vest within 60 days of
September 21, 2017
.
|
(11)
|
Includes
34,916
shares of common stock that are subject to option that may be exercised within 60 days of
September 21, 2017
.
|
(12)
|
Includes
93,186
shares of common stock that are subject to option that may be exercised within 60 days of
September 21, 2017
.
|
(13)
|
Includes
12,397
shares of common stock that are subject to option or restricted stock units that may be exercised or that will vest within 60 days of
September 21, 2017
.
|
(14)
|
Includes
39,322
shares of common stock that are subject to option that may be exercised within 60 days of
September 21, 2017
.
|
(15)
|
Includes
228,128
shares of common stock that are subject to option or restricted stock units that may be exercised or that will vest within 60 days of
September 21, 2017
.
|
|
|
Fiscal Year 2017
(1)
|
|
Fiscal Year 2016
(1)
|
||||
Audit Fees
(2)
|
|
$
|
1,278,000
|
|
|
$
|
1,408,000
|
|
Audit-Related Fees
(3)
|
|
—
|
|
|
—
|
|
||
Tax Fees
(4)
|
|
52,000
|
|
|
9,000
|
|
||
All Other Fees
(5)
|
|
—
|
|
|
—
|
|
||
Total Fees for Services Provided
|
|
$
|
1,330,000
|
|
|
$
|
1,417,000
|
|
(1)
|
Includes fees to be billed to us by BDO and BDO’s international affiliates for fiscal 2017 and 2016 integrated audit and quarterly reviews.
|
(2)
|
Audit fees include fees associated with the annual audit, as well as reviews of our quarterly reports on Form 10-Q, SEC registration statements, accounting and reporting consultations and statutory audits required internationally for our subsidiaries.
|
(3)
|
Fees for audit-related services that are not categorized as audit fees.
|
(4)
|
Tax fees were for services related to tax compliance and tax planning services.
|
(5)
|
Other fees include fees billed for other services rendered not included within Audit Fees, Audit Related Fees or Tax Fees.
|
|
|
|
AVIAT NETWORKS, INC.
(Registrant)
|
||
|
|
|
|
|
|
Date:
|
October 6, 2017
|
|
By:
|
|
/s/ Ralph S. Marimon
|
|
|
|
|
|
Ralph S. Marimon
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
1 Year Aviat Networks Chart |
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