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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Blue Buffalo Pet Products, Inc. (delisted) | NASDAQ:BUFF | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 40.00 | 39.99 | 40.00 | 0 | 01:00:00 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
|
Delaware
|
|
46-0552933
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
11 River Road, Wilton, CT
|
|
06897
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value
|
|
The NASDAQ Stock Market LLC
|
Name
|
|
Age
|
|
Position
|
William Bishop
|
|
79
|
|
Chairman and Director
|
Raymond Debbane
|
|
63
|
|
Director
|
Philippe Amouyal
|
|
59
|
|
Director
|
Evren Bilimer
|
|
40
|
|
Director
|
Aflalo Guimaraes
|
|
48
|
|
Director
|
Michael A. Eck
|
|
55
|
|
Director
|
Frances Frei
|
|
54
|
|
Director
|
Amy Schulman
|
|
57
|
|
Director
|
William Bishop, Jr.
|
|
47
|
|
Director, Chief Executive Officer and President
|
Name
|
|
Age
|
|
Position
|
Michael Nathenson
|
|
54
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
•
|
adhere to the Code of Ethics and Business Conduct, including acting pursuant to the duty of loyalty owed to the Company;
|
•
|
approve major strategic decisions and oversee, develop and implement Board policies;
|
•
|
provide oversight of risk assessment processes and processes designed to promote legal compliance;
|
•
|
monitor and assess performance and ask appropriate questions of management to address accountability with established goals;
|
•
|
stay well informed regarding the Company's business;
|
•
|
oversee internal and external audit processes and financial reporting through the Audit Committee;
|
•
|
select, and, through the Compensation Committee, evaluate and approve the compensation of, the CEO;
|
•
|
review and approve compensation of other executive officers through the Compensation Committee;
|
•
|
oversee the Company's disclosure controls and internal controls through the Audit Committee; and
|
•
|
perform such other functions as the Board believes appropriate or necessary, or as otherwise prescribed by rules or regulations.
|
Director
|
|
Audit
Committee
|
|
Compensation Committee
|
Philippe Amouyal
|
|
|
|
ü
|
Evren Bilimer
|
|
|
|
C
|
Michael A. Eck
|
|
C
|
|
|
Frances Frei
|
|
ü
|
|
ü
|
Amy Schulman
|
|
ü
|
|
|
ü
|
Member
|
C
|
Chair
|
•
|
accounting, financial reporting and disclosure processes and adequacy of systems of disclosure and internal control established by management;
|
•
|
the audit of, and the quality and integrity of our financial statements;
|
•
|
our independent registered public accounting firm's qualifications and independence;
|
•
|
the performance of our internal audit function and independent registered public accounting firm;
|
•
|
overall risk management profile; and
|
•
|
our compliance with legal and regulatory requirements.
|
•
|
setting our compensation program and compensation of our executive officers, directors and key personnel;
|
•
|
monitoring our incentive-compensation and equity-based compensation plans;
|
•
|
succession planning for our executive officers, directors and key personnel; and
|
•
|
preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.
|
•
|
Billy Bishop, our Chief Executive Officer and President; and
|
•
|
Mike Nathenson, our Executive Vice President, Chief Financial Officer and Treasurer.
|
•
|
Executive compensation philosophy;
|
•
|
Material elements of our compensation program; and
|
•
|
Pay for performance alignment.
|
•
|
Mix of salary, cash incentive compensation and long-term incentive compensation;
|
•
|
Weighting of performance measures used to determine compensation;
|
•
|
Reasons for selecting particular companies as peers for benchmarking compensation;
|
•
|
Discussion of our stock ownership guidelines; and
|
•
|
Description of our other compensation related practices, including change in control benefits.
|
•
|
Attracts, motivates, retains and rewards superior executive talent as we continue to execute our growth initiatives;
|
•
|
Delivers a significant portion of compensation in vehicles that are "at risk" such that less compensation is earned if we do not meet our goals and more is earned if we exceed our goals;
|
•
|
Aligns the interests of our executive officers and stockholders by rewarding executive officers for behaviors that drive stockholder value creation; and
|
•
|
Encourages executives to take calculated risks that will drive our growth, but does not encourage excessive risk taking.
|
Compensation Component
|
Description
|
Objective
|
Base Salary
|
Ongoing fixed component of compensation
|
=
Compensates executives for executing their responsibilities
=
Assists with recruiting and retaining talent
|
Annual Incentive
|
Annual incentives reward our NEOs for performance against pre-established net sales growth and
adjusted operating income margin goals, measured over a one-year period
Target opportunities are expressed as a percentage of base salary
Payouts range from 0% to 200% of target, and are made in cash
|
=
Drives and rewards for meeting and exceeding financial targets over a one-year time frame
= Reinforces key operating objectives that drive long-term value for stockholders
=
Focuses on overall corporate performance to support the "Herd" culture
|
Equity Compensation
|
Restricted Stock Units cliff vest on the third anniversary of the grant date
Stock options cliff vest on the third anniversary of the grant date
|
=
Rewards strong stock performance
=
Drives alignment with shareholders
=
Assists in retention
|
Stock ownership guidelines
|
NEOs are required to hold stock equal to a multiple of their salary (5x for our CEO and 3x for our CFO).
Currently our NEOs are compliant with our stock ownership guidelines.
|
=
Further aligns the interests of the executives and stockholders
=
Assists in mitigating incentives to take excessive risks
=
Enhances stock ownership
|
What we do:
|
What we don’t do:
|
ü
Ensure our NEOs meet robust stock ownership guidelines
|
û
No guaranteed annual salary increases or annual bonuses, unless needed for recruitment purposes
|
ü
Ensure performance-based compensation comprises a significant portion of executive compensation
|
û
No excise tax gross-ups for any executive severance agreements
|
ü
Provide for the ability to "clawback" awards granted under our 2015 stock incentive plan
|
û
No hedging or short selling company shares permitted under our Insider Trading Policy
|
ü
Have double trigger change in control vesting on our long-term incentive grants
|
û
No incentivizing short-term results to the detriment of long term goals and results
|
ü
Use an independent compensation consultant, who works directly for the Compensation Committee and has no conflicts of interest, to advise the Committee
|
û
No compensation plans that encourage excessive risk taking
|
ü
Cap annual and long-term cash incentive payouts
|
û
No repricing of underwater options without stockholder approval
|
ü
Offer limited perks
|
|
Amplify Snack Brands, Inc.
|
The Hain Celestial Group, Inc.
|
B&G Foods Inc.
|
J&J Snack Foods Corp.
|
The Boston Beer Company Inc.
|
Lancaster Colony Corporation
|
Calavo Growers Inc.
|
Prestige Brands, Holdings, Inc.
|
Cal-Maine Foods, Inc.
|
Snyder's-Lance, Inc.
|
Helen of Troy Limited
|
|
|
Pres. & COO
(2016)
|
CEO & Pres.
(effective 1/1/2017)
|
Base Salary
|
$311,505
|
$600,000
|
Target Annual Incentive
(% of salary)
|
67%
|
150%
|
Long-Term Incentive Award
(% of salary)
|
125%
|
150%
|
Billy Bishop
|
$
|
600,000
|
|
Mike Nathenson
|
$
|
348,100
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
Net Sales Performance Percentage of Target
|
|
95%
|
|
100%
|
|
110%
|
Net Sales Payout Percentage
|
|
50%
|
|
100%
|
|
200%
|
Adjusted Operating Income Margin Performance Percentage of Target
|
|
90%
|
|
100%
|
|
120%
|
Adjusted Operating Income Margin Payout Percentage
|
|
50%
|
|
100%
|
|
200%
|
|
|
December 31, 2017 Ending Salary
|
|
Bonus
Target
Percentage
|
|
Bonus
Target
Amount
|
|
Combined
Achievement
Factor
|
|
Actual
Bonus
Paid
|
|||||||
Billy Bishop
|
|
$
|
600,000
|
|
|
150%
|
|
$
|
900,000
|
|
|
100
|
%
|
|
$
|
900,000
|
|
Mike Nathenson
|
|
$
|
348,100
|
|
|
100%
|
|
$
|
348,100
|
|
|
100
|
%
|
|
$
|
348,100
|
|
|
Stock Options
|
|
RSUs
|
||
Billy Bishop
|
86,142
|
|
|
12,913
|
|
Mike Nathenson
|
33,318
|
|
|
4,994
|
|
|
|
January 1, 2015
Salary
|
|
LTI
Target
Percentage
|
|
LTI
Target
Amount
|
|
LTI
Max
Amount
|
|
LTI Payout Percentage
|
|
LTI Actual Paid Amount
|
|||||||||
Billy Bishop
|
|
$
|
272,950
|
|
|
125%
|
|
$
|
341,188
|
|
|
$
|
511,782
|
|
|
150
|
%
|
|
$
|
511,782
|
|
Mike Nathenson
|
|
$
|
321,360
|
|
|
125%
|
|
$
|
401,700
|
|
|
$
|
602,550
|
|
|
150
|
%
|
|
$
|
602,550
|
|
|
Stock Options
|
|
RSUs
|
||
Billy Bishop
|
33,677
|
|
|
5,085
|
|
Mike Nathenson
|
36,207
|
|
|
5,467
|
|
•
|
Evaluated the competitive positioning of select executives' target total compensation relative to peers and survey data;
|
•
|
Reviewed the peer group;
|
•
|
Advised the Committee on performance measures, performance targets and payout leverage for the annual incentive plan;
|
•
|
Advised the Committee on long-term incentive plan mix/vehicles, and the performance measures and payout leverage for the long-term cash incentive program;
|
•
|
Assisted with the development of share ownership guidelines;
|
•
|
Assisted the Compensation Committee with a risk assessment to determine whether any elements of our compensation programs encourage excessive risk taking;
|
•
|
Assisted with the development of a director compensation program; and
|
•
|
Assisted with the preparation of this CD&A.
|
Stock Ownership as Multiple of Base Salary
|
|
CEO
|
5x
|
CFO
|
3x
|
•
|
Shares owned directly (regardless of how/when acquired);
|
•
|
Shares owned indirectly (e.g., by a spouse, partnership, LLC, trust or other similar vehicle through which the Participant is deemed to be the beneficial owner of such shares of common stock);
|
•
|
Vested restricted stock, restricted stock units or phantom stock; and
|
•
|
Shares underlying "in-the-money" vested stock options under our incentive plans.
|
Name
|
Fees earned or
paid in cash
($)(1)
|
Stock Awards ($)(2)
|
All Other Compensation ($) (3)
|
Total
($)
|
||||||||
Bill Bishop
|
$
|
180,000
|
|
$
|
219,995
|
|
$
|
5,821
|
|
$
|
405,816
|
|
Philippe Amouyal
|
$
|
65,000
|
|
$
|
84,985
|
|
$
|
—
|
|
$
|
149,985
|
|
Evren Bilimer
|
$
|
70,000
|
|
$
|
84,985
|
|
$
|
—
|
|
$
|
154,985
|
|
Raymond Debbane
|
$
|
60,000
|
|
$
|
84,985
|
|
$
|
—
|
|
$
|
144,985
|
|
Michael A. Eck
|
$
|
75,000
|
|
$
|
84,985
|
|
$
|
—
|
|
$
|
159,985
|
|
Frances Frei
|
$
|
72,500
|
|
$
|
84,985
|
|
$
|
—
|
|
$
|
157,485
|
|
Aflalo Guimaraes
|
$
|
60,000
|
|
$
|
84,985
|
|
$
|
—
|
|
$
|
144,985
|
|
Amy Schulman
|
$
|
67,500
|
|
$
|
84,985
|
|
$
|
—
|
|
$
|
152,485
|
|
(1)
|
This column reports the amount of cash compensation earned in 2017 through annual cash retainers.
|
(2)
|
On March 31, 2017, the Company granted shares of fully vested common stock to each of its directors with a grant date fair value of $23.00 per share. Amounts shown represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718 and based solely on the closing price of our common stock on the date of grant. The table below forth the number of fully vested common shares granted by director.
|
Name
|
|
Common stock granted
|
Bill Bishop
|
|
9,565
|
Philippe Amouyal
|
|
3,695
|
Evren Bilimer
|
|
3,695
|
Raymond Debbane
|
|
3,695
|
Michael A. Eck
|
|
3,695
|
Frances Frei
|
|
3,695
|
Aflalo Guimaraes
|
|
3,695
|
Amy Schulman
|
|
3,695
|
(3)
|
This column reports the amount of all other compensation earned in 2017. The amount reported reflects Company-paid medical, dental, vision, and life insurance premiums.
|
Name and principal position
|
|
Year
|
|
Salary ($) (2)
|
|
Stock Awards ($) (3)
|
|
Option Awards ($) (3)
|
|
Non-equity
incentive plan
compensation
($) (4)
|
|
All other
compensation
($) (5)
|
|
Total ($)
|
||||||||||||
Billy Bishop (1)
|
|
2017
|
|
$
|
600,000
|
|
|
$
|
296,999
|
|
|
$
|
602,994
|
|
|
$
|
1,411,782
|
|
|
$
|
27,230
|
|
|
$
|
2,939,005
|
|
Chief Executive Officer and President
|
|
2016
|
|
$
|
311,505
|
|
|
$
|
130,044
|
|
|
$
|
264,029
|
|
|
$
|
234,457
|
|
|
$
|
26,770
|
|
|
$
|
966,805
|
|
|
2015
|
|
$
|
293,421
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
187,083
|
|
|
$
|
26,770
|
|
|
$
|
507,274
|
|
|
Mike Nathenson
|
|
2017
|
|
$
|
348,100
|
|
|
$
|
114,862
|
|
|
$
|
233,226
|
|
|
$
|
950,650
|
|
|
$
|
28,224
|
|
|
$
|
1,675,062
|
|
Chief Financial Officer
|
|
2016
|
|
$
|
336,720
|
|
|
$
|
139,816
|
|
|
$
|
283,869
|
|
|
$
|
252,076
|
|
|
$
|
27,686
|
|
|
$
|
1,040,167
|
|
|
2015
|
|
$
|
327,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205,646
|
|
|
$
|
27,394
|
|
|
$
|
560,906
|
|
(1)
|
Mr. Bishop served as President and Chief Operating Officer in 2016 and 2015. Mr. Bishop assumed the role of Chief Executive Officer on January 1, 2017.
|
(2)
|
Amounts reflect actual base salary payments made to the NEOs.
|
(3)
|
Represents the aggregate grant date fair value of stock and option awards made for each year computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("Topic 718"). The assumptions used in calculating the Option Awards and Stock Awards amounts are included in Note 11 - Stock-Based Compensation to the Company's consolidated financial statements included in the Company's 2017 10-K. The Stock Awards, which represent restricted stock units, and the Option Awards are both subject to a three-year cliff vesting.
|
(4)
|
Reflects amounts earned under our fiscal 2017, 2016 and 2015 annual incentive compensation plans, respectively. In 2017, also reflects amounts earned under our long-term cash incentive awards granted in 2015.
|
(5)
|
Amounts shown as "All other compensation" for 2017 consist of the following:
|
Name
|
|
401(k) Company Match
|
|
Auto Allowance
|
|
Other
|
|
Total
|
||||||||
Billy Bishop
|
|
$
|
10,600
|
|
|
$
|
15,000
|
|
|
$
|
1,630
|
|
|
$
|
27,230
|
|
Mike Nathenson
|
|
$
|
10,600
|
|
|
$
|
15,000
|
|
|
$
|
2,624
|
|
|
$
|
28,224
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
All Other Option Awards: Number of Securities Underlying Options (#)
|
|
Exercise or Base Price of Option Awards ($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards ($) (2)
|
||||||||||||||||
Name
|
|
Grant Date
|
|
Award
Type
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
|||||||||||||||||||
Billy Bishop
|
|
|
|
Annual Cash Incentive
|
|
$
|
135,000
|
|
|
$
|
900,000
|
|
|
$
|
1,800,000
|
|
|
|
|
|
|
|
|
|
||||||
|
|
3/31/2017
|
|
RSU Award
|
|
|
|
|
|
|
|
12,913
|
|
|
|
|
|
|
$
|
296,999
|
|
|||||||||
|
|
3/31/2017
|
|
Option Award
|
|
|
|
|
|
|
|
|
|
86,142
|
|
|
$
|
23.00
|
|
|
$
|
602,994
|
|
|||||||
Mike Nathenson
|
|
|
|
Annual Cash Incentive
|
|
$
|
52,515
|
|
|
$
|
348,100
|
|
|
$
|
696,200
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
3/31/2017
|
|
RSU Award
|
|
|
|
|
|
|
|
4,994
|
|
|
|
|
|
|
|
$
|
114,862
|
|
||||||||
|
|
3/31/2017
|
|
Option Award
|
|
|
|
|
|
|
|
|
|
33,318
|
|
|
$
|
23.00
|
|
|
$
|
233,226
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Name
|
|
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 (1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested (2)
|
|||||||
Billy Bishop
|
|
3/31/2017
|
(a)
|
—
|
|
|
86,142
|
|
|
$
|
23.00
|
|
|
3/31/2027
|
|
—
|
|
|
—
|
|
|
|
|
3/31/2017
|
|
|
|
|
|
|
|
|
|
12,913
|
|
|
$
|
423,417
|
|
||||
|
|
4/1/2016
|
(b)
|
—
|
|
|
33,677
|
|
|
$
|
25.57
|
|
|
4/1/2026
|
|
—
|
|
|
—
|
|
|
|
|
4/1/2016
|
|
|
|
|
|
|
|
|
|
5,085
|
|
|
$
|
166,737
|
|
||||
Mike Nathenson
|
|
3/31/2017
|
(a)
|
—
|
|
|
33,318
|
|
|
$
|
23.00
|
|
|
3/31/2027
|
|
—
|
|
|
—
|
|
|
|
|
3/31/2017
|
|
|
|
|
|
|
|
|
|
4,994
|
|
|
$
|
163,753
|
|
||||
|
|
4/1/2016
|
(b)
|
—
|
|
|
36,207
|
|
|
$
|
25.57
|
|
|
4/1/2026
|
|
—
|
|
|
—
|
|
|
|
|
4/1/2016
|
|
|
|
|
|
|
|
|
|
5,467
|
|
|
$
|
179,263
|
|
||||
|
|
12/18/2012
|
(c)
|
552,470
|
|
|
—
|
|
|
$
|
5.60
|
|
|
12/18/2022
|
|
—
|
|
|
—
|
|
Name
|
|
Grant Date
|
|
Time-Based Options Granted
|
|
Option
Exercise Price
($)
|
|||
Mike Nathenson
|
|
12/18/2012
|
|
803,300
|
|
|
$
|
5.60
|
|
|
|
Option Awards
|
|||||
Name
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($) (a)
|
|||
Billy Bishop
|
|
—
|
|
|
$
|
—
|
|
Mike Nathenson
|
|
187,072
|
|
|
$
|
3,666,767
|
|
|
|
Billy Bishop
|
|
Mike Nathenson
|
|
||||
Option Value
|
|
$
|
—
|
|
|
$
|
1,890,385
|
|
|
COBRA costs
|
|
—
|
|
|
25,555
|
|
|
||
Total
|
|
$
|
—
|
|
|
$
|
1,915,940
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner
|
Number of Shares of Common Stock ( 1)
|
Percent of Total
|
||
Greater than 5% Shareholders
|
|
|
||
Invus, L.P.(2)
|
87,460,875
|
|
44.7
|
%
|
Christopher T. Bishop(3)(4)(8)(9)
|
14,677,919
|
|
7.5
|
%
|
The Bishop Family Limited Partnership(4)
|
12,147,914
|
|
6.2
|
%
|
Wellington Management Group LLP (10)
|
12,981,942
|
|
6.6
|
%
|
Named Executive Officers and Directors:
|
|
|
||
William W. Bishop, Jr.(4)(5)(8)
|
14,066,549
|
|
7.2
|
%
|
Michael Nathenson(6)
|
489,762
|
|
*
|
|
William W. Bishop
|
27,318
|
|
*
|
|
Raymond Debbane(7)
|
10,569
|
|
*
|
|
Philippe Amouyal(7)
|
10,569
|
|
*
|
|
Evren Bilimer(7)
|
10,569
|
|
*
|
|
Aflalo Guimaraes(7)
|
10,569
|
|
*
|
|
Michael A. Eck
|
14,819
|
|
*
|
|
Frances Frei
|
14,819
|
|
*
|
|
Amy Schulman
|
14,819
|
|
*
|
|
All executive officers and directors as a group (10 persons)
|
14,670,362
|
|
7.5
|
%
|
*
|
Less than 1%
|
(1)
|
Includes shares of Restricted Stock.
|
(2)
|
Invus Advisors, L.L.C., or Invus Advisors, is the general partner of Invus, L.P. Artal International S.C.A. is the managing member of Invus Advisors. Artal International Management S.A. is the managing partner of Artal International S.C.A. Artal Group S.A. is the sole shareholder of Artal International Management S.A. Westend S.A. is the sole shareholder of Artal Group S.A. Stichting Administratiekantoor Westend, or the Stichting, is the sole shareholder of Westend S.A. Pascal Minne is the sole member of the board of the Stichting. Accordingly, each of Invus Advisors, Artal International S.C.A., Artal International Management S.A., Artal Group S.A., Westend S.A., the Stichting and Pascal Minne may be deemed to beneficially own the shares of common stock held of record by Invus, L.P. The address of Invus, L.P. and Invus Advisors is c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022. The address of Artal International S.C.A., Artal International Management S.A., Artal Group S.A. and Westend S.A. is 10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg. The address of the Stichting is De Boelelaan 7, NL-1083 HJ Amsterdam, The Netherlands. The address of Pascal Minne is Place Ste. Gudule, 19, B-1000, Bruxelles, Belgium.
|
(3)
|
Includes (i) 371,087 shares of common stock held by Christopher T. Bishop, (ii) 865,873 shares of common stock held by the American Phoenix Trust, (iii) 12,147,914 shares of common stock held by The Bishop Family Limited Partnership and (iv) 1,343,045 shares of common stock held by The Orca Trust. Christopher T. Bishop is the sole trustee of the American Phoenix Trust and has voting and investment power over the shares of common stock held by the American Phoenix Trust. Christopher T. Bishop is a primary beneficiary of The William W. Bishop Children’s Spray Trust, or the Bishop Trust, which is the general partner of The Bishop Family Limited Partnership, and, collectively with William W. Bishop, Jr., our Chief Executive Officer and President, has the ability to remove and replace the trustee of the Bishop Trust. As a result, Christopher T. Bishop may be deemed to possess beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership. Christopher T. Bishop disclaims beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership. Christopher T. Bishop is the protector of The Orca Trust and has the ability to remove the trustee. As a result, Christopher T. Bishop may be deemed to possess beneficial ownership of the shares of common stock held by The Orca Trust. Christopher T. Bishop disclaims beneficial ownership of the shares of common stock held by The Orca Trust.
|
(4)
|
Stephen Saft is the sole trustee of the Bishop Trust, which is the general partner of The Bishop Family Limited Partnership. Accordingly, Stephen Saft may be deemed to possess beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership. Stephen Saft disclaims beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership. William W. Bishop, Jr. and Christopher T. Bishop are the primary beneficiaries of the Bishop Trust and they collectively have the ability to remove and replace the trustee of the Bishop Trust. As a result, William W. Bishop, Jr. and Christopher T. Bishop may be deemed to possess beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership. William W. Bishop, Jr. and Christopher T. Bishop each disclaim beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership.
|
(5)
|
Includes (i) 575,590 shares of common stock held by William W. Bishop, Jr., (ii) 12,147,914 shares of common stock held by The Bishop Family Limited Partnership and (iii) 1,343,045 shares of common stock held by The Orca Trust. William W. Bishop, Jr. is a primary beneficiary of the Bishop Trust, which is the general partner of The Bishop Family Limited Partnership, and, collectively with Christopher T. Bishop, has the ability to remove and replace the trustee of the Bishop Trust. As a result, William W. Bishop, Jr. may be deemed to possess beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership. William W. Bishop, Jr. disclaims beneficial ownership of the shares of common stock held by The Bishop Family Limited Partnership. William W. Bishop, Jr. is the sole trustee of The Orca Trust and has voting and investment power over the shares of common stock held by The Orca Trust.
|
(6)
|
Includes (i) 53,571 shares of common stock held by Mr. Nathenson and (ii) 436,191 shares of common stock issuable upon exercise of stock options held by Mr. Nathenson that may be exercised within 60 days of April 20, 2018.
|
(7)
|
Raymond Debbane, Philippe Amouyal, Evren Bilimer and Aflalo Guimaraes are each officers of Invus Advisors, but each disclaims beneficial ownership of the shares beneficially owned by Invus, L.P. The address for each of Raymond Debbane, Philippe Amouyal, Evren Bilimer and Aflalo Guimaraes is c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022.
|
(8)
|
William W. Bishop, Jr., is the sole trustee of The Orca Trust and has voting and investment power over the shares of common stock held by The Orca Trust. Christopher T. Bishop is the protector of The Orca Trust and has the ability to remove and replace the trustee. As a result, Christopher T. Bishop may be deemed to possess beneficial ownership of the shares of common stock held by The Orca Trust. Christopher T. Bishop disclaims beneficial ownership of the shares of common stock held by The Orca Trust.
|
(9)
|
Christopher T. Bishop is the sole trustee of the American Phoenix Trust and has voting and investment power over the shares of common stock held by the American Phoenix Trust.
|
(10)
|
Based on information contained in the Schedule 13G filed with the SEC on March 8, 2018 and prepared as of December 29, 2017, Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (collectively, "Wellington"), an investment advisor, reported that it may be deemed to beneficially own the shares shown that are held of record by its clients who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares. Wellington had shared dispositive power as to all shares and shared voting power as to 10,826,539 shares. The address of Wellington is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
|||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|||
Amended and Restated 2012 Stock Purchase and Option Plan of Blue Buffalo Pet Products, Inc.
|
|
2,842,346
|
(1
|
)
|
$
|
6.12
|
|
205,978
|
|
Blue Buffalo Pet Products, Inc. 2015 Omnibus Incentive Plan
|
|
731,979
|
(2
|
)
|
$
|
23.83
|
|
7,552,780
|
|
Equity compensation plans not approved by security holders
|
|
0
|
|
N/A
|
|
0
|
|
||
Total
|
|
3,574,325
|
|
|
|
7,758,758
|
|
|
|
2017
|
2016
|
||||
Audit Fees
|
|
$
|
1,464,824
|
|
$
|
1,207,000
|
|
Audit-Related Fees (1)
|
|
—
|
|
362,000
|
|
||
Tax Fees
|
|
—
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
—
|
|
||
KPMG Total Fees
|
|
$
|
1,464,824
|
|
$
|
1,569,000
|
|
(1)
|
Audit-Related Fees in fiscal 2016 included costs associated with a secondary offering
$362,000
.
|
|
|
Exhibits:
|
|
|
|
Exhibit Number
|
|
Description of Exhibits
|
3.1
|
|
|
3.2
|
|
|
10.1**
|
|
|
10.2†**
|
|
|
10.3†**
|
|
|
10.4†**
|
|
|
10.4A†**
|
|
|
10.5†**
|
|
|
10.6†**
|
|
|
10.7†**
|
|
†
|
|
Identifies exhibits that consist of a management contract or compensatory plan or arrangement.
|
|
|
|
BLUE BUFFALO PET PRODUCTS, INC.
|
||
|
|
|
By:
|
|
/s/ William Bishop, Jr.
|
|
|
William Bishop, Jr.
|
|
|
Chief Executive Officer and President
|
1 Year BLUE BUFFALO PET PRODUCTS, INC. Chart |
1 Month BLUE BUFFALO PET PRODUCTS, INC. Chart |
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