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Share Name | Share Symbol | Market | Type |
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Advance Auto Parts | NYSE:AAP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 73.03 | 0 | 09:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(5)(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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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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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Proposed maximum aggregate value of transaction:
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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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Filing Party:
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Date Filed:
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Election of the eleven nominees named in the Proxy Statement to the Board of Directors to serve until the
2017
annual meeting of stockholders;
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Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for
2016
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Approval of a proposal to amend the Company's Certificate of Incorporation to eliminate the one year holding period requirement for stockholders to call a special meeting;
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Advisory vote on a stockholder proposal, if presented at our Annual Meeting, regarding the ability of stockholders to act by written consent; and
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Action upon such other matters, if any, as may properly come before the meeting.
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ABOUT THE ANNUAL MEETING AND VOTING
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
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Nominees for Election to Our Board
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CORPORATE GOVERNANCE
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MEETINGS AND COMMITTEES OF THE BOARD
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DIRECTOR COMPENSATION
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COMPENSATION COMMITTEE REPORT
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COMPENSATION DISCUSSION AND ANALYSIS
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ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION
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Summary Compensation Table
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2015 Grants of Plan-Based Awards Table
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Outstanding Equity Awards at 2015 Fiscal Year-End Table
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2015 Option Exercises and Stock Vested Table
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2015 Non-Qualified Deferred Compensation Table
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Potential Payments Upon Termination of Employment or Change in Control Table
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PROPOSAL NO. 2 STOCKHOLDER ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
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INFORMATION CONCERNING OUR EXECUTIVE OFFICERS
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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STOCK OWNERSHIP GUIDELINES FOR DIRECTORS AND EXECUTIVE OFFICERS
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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EQUITY COMPENSATION PLAN INFORMATION TABLE
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PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016
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AUDIT COMMITTEE REPORT
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PROPOSAL NO. 4 APPROVAL OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO ELIMINATE THE ONE YEAR HOLDING PERIOD FOR STOCKHOLDERS TO CALL A SPECIAL MEETING
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PROPOSAL NO. 5 STOCKHOLDER ADVISORY VOTE ON A STOCKHOLDER PROPOSAL
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OTHER MATTERS
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1.
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The election of the following eleven nominees to the Board to serve until the
2017
annual meeting of stockholders:
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Advisory vote to approve the compensation of the Company’s named executive officers;
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Ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for
2016
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Approval of amendment of the Company's Certificate of Incorporation to eliminate the one year holding period requirement for stockholders to call a special meeting;
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Advisory vote on a stockholder proposal, if presented at our Annual Meeting, regarding the ability of stockholders to act by written consent; and
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Such other matters, if any, as may properly come before the meeting.
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FOR the election of each of the eleven director nominees to the Board ("Proposal No. 1");
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FOR the advisory vote on the approval of the compensation of the Company’s named executive officers ("Proposal No. 2");
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FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for
2016
("Proposal No. 3");
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FOR the approval of an amendment of the Company's Certificate of Incorporation to eliminate the one year holding period requirement for stockholders to call a special meeting ("Proposal No. 4"); and
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AGAINST the advisory stockholder proposal regarding the ability of stockholders to act by written consent, if presented at our Annual Meeting ("Proposal No. 5").
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By Internet at
www.proxyvote.com
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By toll-free telephone at 1-800-690-6903;
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By completing and mailing your proxy card; or
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By written ballot at the Annual Meeting.
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Entering a new vote by Internet or telephone by 11:59 P.M. (EDT) on May 17, 2016;
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Returning a later-dated proxy card;
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Sending written notice of revocation to Tammy M. Finley, Executive Vice President, Human Resources, General Counsel, and Corporate Secretary at the Company’s address of record, which is 5008 Airport Road, Roanoke, VA 24012; or
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Completing a written ballot at the Annual Meeting.
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Name
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Age
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Position
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John F. Bergstrom
(2)
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69
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Director
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John C. Brouillard
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67
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Executive Chairman
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Brad W. Buss
(1)(3)
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52
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Director
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Fiona P. Dias
(2)
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50
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Director
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John F. Ferraro
(1)(4)
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60
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Lead Independent Director
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Thomas R. Greco
(5)
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57
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Director and Chief Executive Officer
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Adriana Karaboutis
(1)
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53
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Director
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Eugene I. Lee, Jr.
(2)(3)
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54
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Director
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William S. Oglesby
(3)
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56
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Director
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Reuben E. Slone
(1)(3)
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53
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Director
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Jeffrey C. Smith
(2)(3)(4)
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43
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Director
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(1)
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Member of Audit Committee
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(2)
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Member of Compensation Committee
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Member of Finance Committee
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Member of Nominating and Corporate Governance Committee
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Mr. Greco was appointed as a Director and Chief Executive Officer effective April 11, 2016.
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Mr. Bergstrom,
Director, became a member of our Board in May 2008. Mr. Bergstrom is the Chairman and Chief Executive Officer of Bergstrom Corporation, which is one of the top 50 automobile dealership groups in America. Mr. Bergstrom has served in his current role at Bergstrom Corporation for more than five years. Mr. Bergstrom has served as a director of Associated Banc-Corp, a diversified bank holding company, since December 2010; Kimberly-Clark Corporation, a global health and hygiene company, since 1987; and WEC Energy Group, formerly Wisconsin Energy Corporation, a diversified energy company, since 1987.
Bergstrom Corporation has been cited as the number one quality automotive dealer in the country and highlighted for its focus on outstanding customer service. With over 35 years of experience in automotive sales, service and parts management in an organization representing all major automotive manufacturers that distribute cars in the United States, Mr. Bergstrom brings a unique and valuable point of view to our Board. In addition, as a result of his service as a director of several other public companies, including membership on the compensation committees of Associated Banc-Corp and WEC Energy Group, he is in a position to share with the Board his experience with governance issues facing public companies.
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Mr. Brouillard,
Executive Chairman, became a member of our Board in May 2004 and was appointed Executive Chairman on November 12, 2015. Mr. Brouillard served as non-executive chair of the Board from January 2008 to November 2015. Prior to that time, he served as interim Chair, President and Chief Executive Officer of the Company from May 2007 until January 2008 and Lead Director from February 14, 2007 to May 2007. Mr. Brouillard retired as Chief Administrative and Financial Officer of H.E. Butt Grocery Company, a regional food retailer, in June 2005, a position that he had held since February 1991. From 1977 to 1991, Mr. Brouillard held various positions with Hills Department Stores, a discount department store company, including serving as President of that company.
Mr. Brouillard's background as a chief administrative and financial officer with a grocery retail company recognized for outstanding customer service provides him with strong insights into the types of management and financial issues that face companies in the retail sector. After having served on our Board for over ten years, including seven years as the independent Board Chair and eight months as the interim Chief Executive Officer of the Company, Mr. Brouillard is uniquely situated to understand the inner workings of Advance's Board and management processes. His considerable experience in finance and accounting matters has been valuable to the Board and the Company's management, and his past service on the board of another public company has strengthened his understanding of the governance concerns facing public companies.
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Mr. Buss,
Director, became a member of our Board on March 7, 2016. Mr. Buss retired in February 2016 as the Chief Financial Officer of SolarCity Corporation, a provider of clean energy services, where he had served since August 2014. Prior to joining SolarCity, he served as Chief Financial Officer and Executive Vice President, Finance and Administration of Cypress Semiconductor Corporation, a semiconductor design and manufacturing company, from August 2005 to June 2014. Prior to August 2005, Mr. Buss held various financial leadership roles with Altera Corporation, Cisco Systems, Veba Electronics LLC and Wyle Electronics, Inc. Mr. Buss has served on the board of directors for Tesla Motors, Inc., a manufacturer of electric vehicles and energy storage products, since November 2009 and Café Press Inc., an online retailer of stock and user-customized on demand products, since October 2007. He currently serves as the Chair of the Audit Committee for Café Press, and formerly served as the Chair of the Audit Committee for Tesla Motors.
Mr. Buss’ extensive financial background, knowledge gained from his experience in the technology industry and board positions are expected to provide valuable insight to our Board on issues that impact public companies.
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Ms. Dias,
Director, became a member of our Board in September 2009. Ms. Dias is currently Principal Digital Partner at Ryan Retail Consulting, a global consulting firm, and has held this position since January 2015. Previously, she was Chief Strategy Officer of ShopRunner, an online shopping service, from August 2011 to October 2014. Before that, she was Executive Vice President, Strategy & Marketing, of GSI Commerce, Inc. (now eBay Enterprise), a provider of digital commerce solutions from February 2007 to June 2011. Prior to 2007, Ms. Dias was Executive Vice President and Chief Marketing Officer of Circuit City Stores, Inc., a specialty retailer of consumer electronics, and also held senior marketing positions with PepsiCo, Pennzoil-Quaker State Company and The Procter & Gamble Company. Ms. Dias has served as a director of Realogy Holdings Corp., a real estate brokerage company, since June 2013, and she served as a director of Choice Hotels, Inc., a hotel franchisor, from November 2004 to April 2012.
Ms. Dias possesses extensive experience in marketing and managing consumer and retail brands. Her experience with developing, implementing and assessing marketing plans and initiatives allows the Board to benefit from her marketing expertise. In addition, Ms. Dias' e-commerce and digital marketing experience with a broad spectrum of brands aligns well with the Board's assessment of the Company's multi-channel strategies. Her position as a director of other public companies, including membership on the compensation committee of Realogy Holdings and past membership on the compensation committee of Choice Hotels, also enables her to share with the Board her experience with governance issues facing public companies.
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Mr. Ferraro
, Lead Independent Director, became a member of our Board in February 2015 and was appointed Lead Independent Director on November 12, 2015. Mr. Ferraro served as Global Chief Operating Officer, or COO, of Ernst & Young ("EY"), a leading professional services firm, from 2007 to December 2014. He retired as a partner of EY at the end of January 2015. In addition, Mr. Ferraro served as a member of EY’s Global Executive board for more than 10 years. Prior to his COO role, Mr. Ferraro served in several senior leadership positions at EY, including Global Vice Chair Audit. He joined EY in 1976 and has served a variety of global companies. Mr. Ferraro is a CPA and a member of the American Institute of Certified Public Accountants. Mr. Ferraro has served as a director for Manpower Group Inc., a provider of workforce solutions, since January 2016, and for International Flavors & Fragrances, a manufacturer of flavors and fragrances, since May 2015.
Mr. Ferraro has extensive financial, corporate management, governance and public policy experience which assist the Board in identifying trends and developments that affect public companies. In addition, the Board benefits from his experience in the areas of marketing and the development of corporate strategy. He has been designated by the Board as an Audit Committee financial expert consistent with SEC regulations.
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Mr. Greco
, Director and Chief Executive Officer, became a member of our Board on April 11, 2016. From September 2014 until April 2016, Mr. Greco served as Chief Executive Officer, Frito-Lay North America, a unit of PepsiCo, Inc. (“PepsiCo”), a leading global food and beverage company. As Chief Executive Officer, Frito-Lay North America, Mr. Greco was responsible for overseeing PepsiCo’s snack and convenient foods business in the U.S. and Canada. Mr. Greco previously served as Executive Vice President, PepsiCo and President, Frito-Lay North America from September 2011 until September 2014 and as Executive Vice President and Chief Commercial Officer for Pepsi Beverages Company from 2009 to September 2011. Mr. Greco joined PepsiCo in Canada in 1986 and has served in a variety of positions, including Region Vice President, Midwest; President, Frito-Lay Canada; Senior Vice President, Sales, Frito-Lay North America; President, Global Sales, PepsiCo; and Executive Vice President, Sales, North America Beverages. Before joining PepsiCo, Mr. Greco worked at Proctor & Gamble, a consumer packaged goods company. Mr. Greco has served as a director of G&K Services, Inc., a service-focused provider of branded uniform and facility services programs, since July 2014.
Mr. Greco’s executive responsibilities as the CEO of Frito-Lay North America, where he worked to grow revenue and increase profits, provides him with important experience in the consumer retail industry. Mr. Greco brings to the Board significant experience and leadership in the areas of corporate strategy, marketing, supply chain and logistics.
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Ms. Karaboutis
, Director, became a member of our Board in February 2015. Since September 2014, Ms. Karaboutis has served as Executive Vice President, Technology, Business Solutions and Corporate Affairs at Biogen, an independent biotechnology company. She oversees information technology, digital health and data sciences, and since December 2015 also oversees global public affairs, government affairs, public policy and patient advocacy. From March 2010 to September 2014, Ms. Karaboutis was Vice President, and within the first year was promoted to Global Chief Information Officer (CIO), of Dell, Inc., a global technology company, where she was responsible for leading an efficient and innovative global IT organization focused on powering Dell as an end-to-end technology solutions provider. Ms. Karaboutis spent more than 20 years at General Motors Company and Ford Motor Company in various international leadership positions, including computer-integrated manufacturing, supply chain operations and information technology. She served as president of the Michigan Council of Women in Technology (MCWT) from 2008 to 2010 and was a board member of the Manufacturing Executive Leadership Forum from 2009 to 2014. Ms. Karaboutis currently serves on the board of directors of Blue Cross Blue Shield of Massachusetts and on the Babson College advisory board for the Center for Women’s Entrepreneurial Leadership (CWEL).
Ms. Karaboutis possesses extensive experience in corporate management, manufacturing, logistics and technology, and in driving proactive engagement with internal and external stakeholders to support corporate business goals. In addition, her experience with corporate strategy and change management allows the Board to benefit from her insights as the Company continues the process of integrating General Parts International, Inc. ("GPI") and growing of the Company's Commercial and e-commerce businesses.
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Mr. Lee
, Director, became a member of our Board on November 20, 2015. He is the President and Chief Executive Officer of Darden Restaurants, Inc., the owner and operator of Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V’s and Yard House restaurants in North America, positions he has held since February 2015. Prior to that, Mr. Lee served as Darden’s President and Interim CEO from October 2014 to February 2015, and President and Chief Operating Officer from September 2013 to October 2014. He served as President of Darden’s Specialty Restaurant Group from October 2007 to September 2013 following Darden’s acquisition of RARE Hospitality International, Inc., where he had served as President and a member of the Board of Directors since 2001. Mr. Lee has served as a member of the Darden Board of Directors since February 2015.
Mr. Lee’s experience as the chief
executive officer of a national group of chain restaurants provides him with strong insights into customer service and the types of management issues that face companies with large numbers of employees in numerous locations throughout the country. In addition, he brings experience in marketing, real estate and change management.
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Mr. Oglesby,
Director, became a member of our Board in December 2004. Since January 2016, Mr. Oglesby has served as a senior advisor
to The Blackstone Group, L.P., a global investment and advisory firm, where he previously held the position of Senior Managing Director from April 2004 through December 2015. Mr. Oglesby has over 30 years of investment banking experience as a result of his position with The Blackstone Group, L.P., and previous managing director positions with Credit Suisse First Boston; Donaldson Lufkin & Jenrette; and Kidder, Peabody & Co.
Mr. Oglesby has served on our Board for over ten years. With his broad experience in the investment banking business, Mr. Oglesby is uniquely equipped to provide the Board with insights into capitalization strategies, capital markets mechanics and strategic expansion opportunities. His experience with us and in the automotive aftermarket industry enables him to provide critical insights into strategic opportunities for our Company, including our recent acquisition of GPI.
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Mr. Slone
, Director, became a member of our Board on March 7, 2016. He has served as Senior Vice President, Supply Chain Management at Walgreen Co., one of the nation’s largest drugstore chains and part of the Retail Pharmacy USA Division of Walgreens Boots Alliance, Inc., since May 2012. Prior to joining Walgreens, Mr. Slone served as Executive Vice President, Supply Chain and General Manager of Services for OfficeMax, Inc., a provider of office products, business machines and related items, "print-for-pay" services and office furniture, from 2004 to 2012. Prior to OfficeMax, Mr. Slone held various supply chain leadership positions with Whirlpool Corporation, General Motors Company, and Federal-Mogul Holdings Corporation. He also held prior consulting positions with Electronic Data Systems Corporation and Ernst & Young. He authored “Leading a Supply Chain Turnaround” and co-authored “Are You the Weakest Link in your Company’s Supply Chain?,” articles published in the October 2004 and September 2007 issues of the Harvard Business Review, respectively. In May 2010, Harvard Business Press published the book entitled “The New Supply Chain Agenda: The 5 Steps That Drive Real Value,” which was co-authored by Mr. Slone.
Mr. Slone is a supply chain thought leader. Mr. Slone’s supply chain expertise, his retail and automotive industry experience, and his experience in change management are expected to provide valuable insights to our Board as we continue with the integration of GPI.
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Mr. Smith,
Director, became a member of our Board on November 12, 2015. He is a Managing Member, CEO and Chief Investment Officer of Starboard Value LP, a New York-based investment adviser that invests in publicly traded U.S. companies, a position he has held since March 2011. Prior to founding Starboard, he was a Partner and Managing Director of Ramius LLC, an investment adviser, and the Chief Investment Officer of the Ramius Value and Opportunity Master Fund Ltd., a private investment fund. Ramius LLC is a subsidiary of the Cowen Group, Inc., where Mr. Smith previously served as a member of Cowen’s Operating Committee and Cowen’s Investment Committee. Prior to joining Ramius in January 1998, he served as Vice President of Strategic Development and a member of the board of directors of The Fresh Juice Company, Inc., a company engaged in the production, marketing, and sale of fresh and frozen fresh-squeezed fruit juices and other non-carbonated beverages to both food service and retail customers. Mr. Smith began his career in the Mergers and Acquisitions department at Société Generale. Mr. Smith served as Chairman of the board of directors of Darden Restaurants, Inc., a full service restaurant chain, from October 2014 to April 2016. Previously, he served as the Chairman of the Board of Phoenix Technologies, a company that specializes in designing, developing, and supporting core system PC software, from November 2009 to November 2010. He also served on the boards of directors of Quantum Corporation, a global expert in data protection and big data management, from May 2013 to May 2015; Office Depot, Inc., an office supply company, from August 2013 to September 2014; Regis Corporation, which owns, operates and franchises hair and retail product salons, from October 2011 to October 2013; Surmodics, Inc., a provider of drug delivery and surface modification technologies to the healthcare industry, from January 2011 to August 2012; and Zoran Corporation, a provider of digital solutions in the digital entertainment and digital imaging market from March 2011 until its merger that same year with CSR plc.
With his broad experience investing in public companies to improve value, Mr. Smith is equipped to provide the Board with insights into governance, oversight, accountability, management discipline, capitalization strategies, and capital market mechanics. In addition, his service as a director on the boards of many other public companies provides the Company with valuable insights on corporate governance and compensation practices that face the Board and the Company.
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the structure of our Board, including, among other things, the size, mix of independent and non-independent members, membership criteria, term of service, compensation and assessment of performance of our Board;
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Board procedural matters, including, among other things, selection of the chair of the Board, Board meetings, Board communications, retention of counsel and advisers and our expectations regarding the performance of our directors;
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committee matters, including, among other things, the types of committees, charters of committees, independence of committee members, chairs of committees, service of committee members, committee agendas and committee minutes and reports;
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chief executive officer evaluation, management development and succession planning;
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codes of conduct; and
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other matters, including auditor services, Board access to management and interaction with third parties, directors and officers insurance and the indemnification/limitation of liability of directors, our policy prohibiting Company loans to our executive officers and directors, use of the corporate airplane, and confidential stockholder voting.
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GPI Entities received aggregate rent of approximately $382,000 for Fiscal 2015 through
March 23, 2016
, from a Sloan-related Party for multiple real property subleases.
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GPI Entities paid aggregate rent of approximately $594,000 for Fiscal 2015 through
March 23, 2016
, to Sloan-related Parties for multiple real property leases and subleases.
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A GPI Entity guarantees equipment lease obligations of certain GPI customers to a Sloan-related Party lessor. The largest aggregate amount of principal of these guarantee obligations outstanding as of
March 23, 2016
is approximately $328,000. This liability generally decreases on a monthly basis as customers pay off their lease obligations.
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Certain Sloan-related Parties have been, and continue to be, both customers and suppliers of certain GPI Entities. For Fiscal 2015 through
March 23, 2016
, these Sloan-related Parties, as customers, paid GPI Entities approximately $44,000 and, as suppliers, received approximately $428,000 from GPI Entities.
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In connection with our acquisition of GPI in early 2014, the Sloan-related Parties, including Mr. Sloan, are entitled in the aggregate to approximately 12 percent of the purchase price the Company paid to acquire GPI. For more information regarding the GPI acquisition, see the "Acquisitions" footnote to the Company's Consolidated Financial Statements contained in the Company's 2015 Annual Report on Form 10-K filed with the SEC on March 1, 2016.
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Name of Committee and Members
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Primary Responsibilities
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Audit
(met 12 times)
Carlos A. Saladrigas (Chair)
Brad W. Buss
John F. Ferraro
Adriana Karaboutis
Reuben E. Slone
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monitors the integrity of our financial statements, reporting processes, internal controls, and legal and regulatory compliance;
appoints, determines the compensation of, evaluates and, when appropriate, replaces our independent registered public accounting firm;
pre-approves all audit and permitted non-audit services to be performed by our independent registered public accounting firm;
monitors the qualifications and independence and oversees performance of our independent registered public accounting firm;
reviews with management the implementation and effectiveness of the Company's compliance programs;
discusses guidelines and policies with respect to risk assessment and risk management; and
oversees our internal audit function.
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Name of Committee and Members
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Primary Responsibilities
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Compensation
(met 7 times)
John F. Bergstrom (Chair)
Fiona P. Dias
Eugene I. Lee, Jr.
Gilbert T. Ray
Jeffrey C. Smith
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•
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•
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reviews and approves our executive compensation philosophy;
annually reviews and approves corporate goals and objectives relevant to the compensation of the CEO and evaluates the CEO's performance in light of these goals;
determines and approves the compensation of our executive officers;
oversees our incentive and equity-based compensation plans;
oversees development and implementation of executive succession plans, including identifying the CEO's successor and reporting annually to the Board;
reviews and approves our peer companies and data sources for purposes of evaluating our compensation competitiveness and establishing the appropriate competitive positioning of the levels and mix of compensation elements;
oversees the Company's executive compensation recovery ("claw-back") policy; and
recommends to the Board compensation guidelines for determining the form and amount of compensation for outside directors.
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Finance
(met 5 times)
William S. Oglesby (Chair)
Brad W. Buss
Eugene I. Lee, Jr.
J. Paul Raines
O. Temple Sloan, III
Reuben E. Slone
Jeffrey C. Smith
Jimmie L. Wade
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reviews and makes recommendations to the Board regarding our financial policies, including investment guidelines, deployment of capital and short-term and long-term financing;
reviews credit metrics, including debt ratios, debt levels and leverage ratios;
reviews all aspects of financial planning, cash uses and our expansion program;
reviews and recommends the annual financial plan to the Board; and
reviews the financial aspects of proposed acquisitions and divestitures.
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Nominating and Corporate Governance
(met 4 times)
Jeffrey C. Smith (Chair)
John F. Ferraro |
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assists the Board in identifying, evaluating and recommending candidates for election to the Board;
establishes procedures and provides oversight for evaluating the Board and management;
develops, recommends and reassesses our corporate governance guidelines;
reviews and recommends retirement and other policies for directors and recommends to the Board whether to accept or reject a director's resignation;
evaluates the size, structure and composition of the Board and its committees; and
establishes procedures for stockholders to recommend candidates for nomination as directors and to send communications to the Board.
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Name
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Fees Earned or
Paid in Cash (b)
($)
|
|
Stock
Awards (c)
($)
|
|
All Other Compensation (d) ($)
|
|
Total
($)
|
|||||||
John F. Bergstrom
|
|
$
|
100,000
|
|
|
$
|
125,000
|
|
|
$ —
|
|
$
|
225,000
|
|
|
John C. Brouillard
|
|
160,000
|
|
625,007
|
|
|
70,250
|
|
|
855,257
|
|
||||
Fiona P. Dias
|
|
85,000
|
|
125,000
|
|
|
—
|
|
|
210,000
|
|
||||
John F. Ferraro (a)
|
|
121,726
|
|
156,250
|
|
|
—
|
|
|
277,976
|
|
||||
Adriana Karaboutis (a)
|
|
106,250
|
|
156,250
|
|
|
—
|
|
|
262,500
|
|
||||
Eugene I. Lee, Jr
.
(a)
|
|
42,500
|
|
62,500
|
|
|
—
|
|
|
105,000
|
|
||||
William S. Oglesby
|
|
95,000
|
|
125,000
|
|
|
—
|
|
|
220,000
|
|
||||
J. Paul Raines
|
|
85,000
|
|
125,000
|
|
|
—
|
|
|
210,000
|
|
||||
Gilbert T. Ray
|
|
95,000
|
|
125,000
|
|
|
—
|
|
|
220,000
|
|
||||
Carlos A. Saladrigas
|
|
105,000
|
|
125,000
|
|
|
—
|
|
|
230,000
|
|
||||
O. Temple Sloan, III (a)
|
|
113,333
|
|
166,667
|
|
|
7,161
|
|
|
287,161
|
|
||||
Jeffrey C. Smith
(a)
|
|
47,500
|
|
62,500
|
|
|
—
|
|
|
110,000
|
|
||||
Jimmie L. Wade
|
|
—
|
|
|
125,050
|
|
|
502,670
|
|
|
627,720
|
|
(a)
|
For Mr. Ferraro and Ms. Karaboutis, includes prorated Fiscal 2014 director compensation received after they joined our Board in February 2015. In addition, for Mr. Ferraro includes the pro-rated retainer he received in conjunction with his appointment as the Board's independent lead director in November 2015. For, Messrs. Lee and Smith, includes pro-rated Fiscal 2015 director compensation received after they joined our Board in November 2015. For Mr. Sloan, includes prorated Fiscal 2014 director compensation for the period of time he served as a non-management director after his employment with the Company terminated in January 2015.
|
(b)
|
Includes paid or deferred board retainers and chair retainers during Fiscal
2015
.
|
(c)
|
Except in the case of Mr. Wade, represents the grant date fair value of DSUs granted during Fiscal
2015
. For Mr. Wade, represents the grant date fair value of an annual grant of 824 time-based RSUs granted to him on December 10, 2015, pursuant to the terms of his Employment Agreement with the Company, which is described in the "CD&A" section of this Proxy Statement. Mr. Wade did not receive any compensation pursuant to the non-management director compensation program. The terms of Mr. Wade's grant are consistent with those described in the "Grants of Plan-Based Awards Table" of this Proxy Statement. For Mr. Brouillard, the stock award also includes the grant date fair value of an annual grant of 3,080 time-based RSUs granted to him on December 1, 2015. The grant date
|
(d)
|
For Mr. Brouillard, represents the portion of his base salary as Executive Chairman earned in 2015. For Mr. Wade, includes his 2015 fiscal year annual salary of $184,995 pursuant to the terms of his Employment Agreement with the Company and termination salary payment of $300,000 pursuant to his Mutual Separation and Release Agreement, as well as Company matching contributions in accordance with the terms of the Company’s 401(k) plan, life insurance premiums paid by the Company, realized and unrealized gains with respect to his deferred compensation balance. For Messrs. Sloan and Wade, includes their COBRA premium offset for 12 months.
|
Name
|
|
Outstanding Stock Options and SARs
|
Outstanding
Deferred
Stock Units
|
Outstanding
Restricted Stock and RSUs
|
|||
John F. Bergstrom
|
|
—
|
|
10,124
|
|
—
|
|
John C. Brouillard (a)
|
|
—
|
|
14,841
|
|
3,080
|
|
Fiona P. Dias
|
|
—
|
|
9,636
|
|
—
|
|
John F. Ferraro
|
|
—
|
|
1,000
|
|
—
|
|
Adriana Karaboutis
|
|
—
|
|
1,000
|
|
—
|
|
Eugene I. Lee, Jr
|
|
—
|
|
413
|
|
—
|
|
William S. Oglesby
|
|
—
|
|
14,153
|
|
—
|
|
J. Paul Raines
|
|
—
|
|
11,327
|
|
—
|
|
Gilbert T. Ray
|
|
—
|
|
14,315
|
|
—
|
|
Carlos A. Saladrigas
|
|
—
|
|
18,345
|
|
—
|
|
O. Temple Sloan, III (b)
|
|
8,791
|
|
1,069
|
|
6,218
|
|
Jeffrey C. Smith
|
|
—
|
|
413
|
|
—
|
|
Jimmie L. Wade (b)
|
|
—
|
|
—
|
|
3,170
|
|
(a)
|
Outstanding RSUs for Mr. Brouillard reflect the award of time-based RSUs granted to him on December 1, 2015, in conjunction with his appointment as Executive Chairman in November 2015.
|
(b)
|
Outstanding SARs and RSUs for Messrs. Sloan and Wade reflect equity awards granted to them as executives of the Company. Outstanding SARs and RSUs for Mr. Sloan that are subject to performance conditions are shown at the threshold level with respect to operating income and the target level with respect to comparable store sales, as described further in the "CD&A" section of this Proxy Statement.
|
•
|
Net sales for Fiscal 2015 were $9.7 billion, an increase of $43.5 million, or 0.4%, over net sales for Fiscal 2014 on a comparable basis excluding the 53rd week of 2014. This slight increase in net sales was primarily due to the addition of 121 new stores partially offset by the impact of store consolidations and closures and the modest impact of foreign currency exchange rates on our Canadian operations. Our comparable sales growth during the year was flat.
|
•
|
Comparable Operating Income
for Fiscal 2015 increased 4.1% (or $40.0 million) to $995.1 million as compared to Fiscal 2014.
|
•
|
Comparable Cash EPS was $7.82, an increase of 3.0% from Fiscal 2014.
|
•
|
$127.1 million of integration, store closure and consolidation costs and support center restructuring costs ($1.07 impact to EPS); and
|
•
|
$42.3 million of amortization related to the acquired intangible assets of GPI ($0.35 impact to EPS).
|
•
|
$73.2 million of GPI integration expenses ($0.61 impact to EPS);
|
•
|
$42.7 million of amortization related to the acquired assets from GPI ($0.36 impact to EPS);
|
•
|
$9.0 million of BWP integration expenses ($0.08 impact to EPS); and
|
•
|
$21.1 million of operating income from the 53rd week partially offsetting the above expenses ($0.17 impact to EPS).
|
•
|
completion of the consolidation of our corporate support centers, the integration of our field teams and our pricing alignment work;
|
•
|
commencement of our Carquest market conversions and substantial completion of our product integration work;
|
•
|
delivery of more than $50 million of incremental cost synergy savings;
|
•
|
closing of approximately 80 under-performing stores to improve organizational efficiency; and
|
•
|
opening of 110 new stores and 11 Worldpac branches.
|
Compensation Element
|
Key Features and Purpose
|
Fiscal 2015 Actions
|
||
Base Salary
|
•
•
|
Fixed annual cash compensation to attract and retain talented executives.
Base pay increases are considered on a calendar year basis to align within the median range of our peer group (as described on pages 25 and 26 of this Proxy Statement) and to reflect the scope and complexity of each executive’s position. Actual positioning varies to reflect each officer’s skills, experience, time in job and contribution to our success.
|
•
•
|
The Committee increased the base salaries of all NEOs in 2015 to better align base pay for these individuals with comparable positions in peer companies of similar size.
The Committee provided additional salary increases for the EVP, Human Resources, General Counsel and Corporate Secretary in January 2015 and for the President when he was named Interim CEO in November 2015 in connection with their promotions and assumption of additional responsibilities in their new roles.
|
Annual Incentive Plan ("AIP") Cash Incentive Award
|
•
•
•
|
Performance-based variable pay is tied to achievement of key annual financial and operating objectives. Primary measures for 2015 included:
• Enterprise operating income, including synergy
savings and integration costs in connection with
the integration of GPI into the Company (weighted
80 percent)
• Enterprise sales (weighted 20 percent)
Individual AIP opportunities are expressed as a percent of base salary and vary for executives based on their positions. Target AIP award opportunities are generally established so that total annual cash compensation (base salary plus target AIP) approximates the median of our peer group. The range of potential payouts is zero to 200 percent of target.
AIP amount earned is determined based on the results achieved as determined by the Committee after evaluating our performance against pre-established, short-term financial and operating goals. We must achieve a minimum level of enterprise operating income or enterprise sales in order for any executive to receive a payment under the AIP.
|
•
•
|
For Fiscal 2015, achievement of a minimum of 92.6 percent of the target level operating income or 98.4 percent of the target level enterprise sales was required for NEOs to receive any AIP payments.
Our 2015 operating income and sales performance fell below the thresholds required for a payout and resulted in zero AIP payments for the NEOs.
|
Long-Term Incentive ("LTI") Compensation
|
•
•
•
•
•
|
Stock-based compensation awards are granted annually to create incentives for long-term creation of stockholder value, to reward achievement of multi-year financial objectives, and to promote retention of key talent.
Annual awards to our executive officers were in the form of time-based restricted stock units, or RSUs (50 percent of the award value), and performance-based stock appreciation rights, or SARs (50 percent of the award value).
Time-based vesting:
The time-based RSUs vest in three approximately equal annual installments commencing on the first anniversary date of the grant based on continuing service.
Performance-based vesting:
The total number of performance-based SARs earned by named executive officers can range from 0 to 200 percent of the target number of performance-based SARs based on achievement of three-year operating income and comparable store sales growth objectives established by the Committee.
Prior to December 2013, we used a comparison of our Economic Value Added ("EVA") (as described on pages 29 and 30 of this Proxy Statement) compared with the EVA performance of the compensation peer group selected by the Committee as the performance metric for our annual LTI awards. The relative EVA metric provided a market-based indication of our relative EVA success; however, it was not easily understood by or readily accessible to LTI participants. Therefore, beginning with the December 2013 grants, the Committee changed the performance measures to cumulative operating income and comparable same store sales growth to provide participants with a clearer line of sight to the Company’s growth objectives.
|
•
•
|
For the 2016 through 2018 performance period, the Committee granted the NEOs except for the CEO time-based RSUs and performance-based SARs on December 10, 2015. Upon her promotion, our EVP, Human Resources, General Counsel and Corporate Secretary received additional grants of time-based RSUs and performance-based SARs in February 2015, subject to the same goals for the 2015-2017 performance period.
The performance-based portion of the annual equity award granted in December 2012 was based on our relative EVA performance for the 2013 through 2015 performance period. Our relative EVA performance was at the 53rd percentile, resulting in the vesting of the performance-based portion of the awards for our NEOs at 109 percent of target (as described on page 29 of this Proxy Statement).
|
•
|
Incentive Compensation Clawback Policy -
Our Board has adopted an Incentive Compensation Clawback Policy, which provides that the Incentive Compensation of a Covered Employee, as those terms are defined in the policy and whether paid in the form of cash, equity or deferred compensation, may be required to be repaid if the Covered Employee's fraud or willful misconduct caused us to prepare an accounting restatement due to our material non-compliance with financial reporting requirements. The policy applies to our current and former executive officers and any other employee that the Committee or the Board may designate. As discussed in the "Employment Agreements" section of this CD&A, the employment agreements with each of our NEOs provide that their incentive compensation is subject to the clawback policy.
|
•
|
No Excise Tax Gross-Ups for Change in Control Payments -
The employment agreements of our NEOs do not provide for excise tax gross-ups for excess parachute payments in connection with a Change in Control. Rather, the agreements provide for the reduction of payments to an executive if a reduction would provide the executive with a greater after tax amount than if payments were not reduced.
|
•
|
Double-Trigger Vesting -
Commencing in December 2012, the LTI awards granted to our NEOs provide for "double-trigger" vesting acceleration in the event of a Change in Control, as defined in the Advance Auto Parts 2004 Long-Term Incentive Plan, as amended ("2004 LTIP") or in the Advance Auto Parts 2014 Long-Term Incentive Plan ("2014 LTIP"). That is, immediate vesting of outstanding awards will not occur unless either the awards are not replaced or the executive's employment is terminated without Due Cause (as defined in the Executive's employment agreement) within 24 months following the Change in Control. All unvested LTI awards that are currently outstanding are subject to double-trigger vesting.
|
•
|
Stock Ownership Guidelines -
As discussed in "Stock Ownership Guidelines for Directors and Executive Officers" on pages 49 and 50 of this Proxy Statement, our Board has established stock ownership guidelines, which require our directors and senior officers to achieve and maintain meaningful levels of stock ownership to ensure better alignment with the interests of our stockholders. In addition, LTI awards granted to our CEO during the five most recent fiscal years include a one-year holding period for shares acquired from the exercise of SARs or the vesting of restricted stock or RSUs.
|
•
|
Hedging and Pledging Prohibited -
Our Insider Trading Policy prohibits directors and certain employees, including executive officers, from transactions in our stock except during specified window periods and prohibits directors and all employees from pledging of our common stock unless certain stringent requirements are met and prohibits directors and all employees from engaging in hedging of our common stock.
|
•
|
Independent Compensation Consultant -
As discussed in the "Compensation Decision Roles" section of this CD&A, the Committee has exercised its authority to retain the services of an independent compensation consultant.
|
•
|
compensation is linked to annual and long-term performance goals that are structured to align the interests of executive officers with those of our stockholders;
|
•
|
our executive officers are rewarded for achieving sustainable, profitable growth;
|
•
|
our executive officers are rewarded for growing and retaining customer relationships;
|
•
|
a significant portion of total compensation is stock-based, thereby further aligning the interests of executive officers and of our stockholders; and
|
•
|
compensation opportunities are competitively positioned with compensation opportunities for executive officers of our peer group so we can attract, retain and motivate the superior management talent essential to our long-term success.
|
AutoZone, Inc.
|
Genuine Parts Company
|
The Sherwin-Williams Company
|
Dollar General Corporation
|
LKQ Corporation
|
Staples, Inc.
|
Dollar Tree, Inc.
|
Office Depot, Inc.
|
Tractor Supply Company
|
Family Dollar Stores, Inc.
|
O’Reilly Automotive, Inc.
|
Wesco International, Inc.
|
Fastenal Company
|
PetSmart, Inc.
|
W.W. Grainger, Inc.
|
AutoZone, Inc.
|
LKQ Corporation
|
The Sherwin-Williams Company
|
Bed Bath & Beyond Inc.
|
OfficeMax Incorporated
|
Tractor Supply Company
|
Dollar General Corporation
|
O’Reilly Automotive, Inc.
|
Uni-Select Inc.
|
Dollar Tree, Inc.
|
Pep Boys-Manny Moe & Jack
|
Wesco International, Inc.
|
Family Dollar Stores, Inc.
|
PetSmart, Inc.
|
Williams-Sonoma, Inc.
|
Fastenal Company
|
RadioShack Corporation
|
W.W. Grainger, Inc.
|
Genuine Parts Company
|
|
|
•
|
base salary, which is intended to compensate executives for their primary responsibilities and individual contributions;
|
•
|
performance-based cash incentives, which are intended to link annual incentive compensation with our annual performance achievements and operating results;
|
•
|
long-term equity incentives, which are intended to link long-term incentive compensation with our long-term value creation; and
|
•
|
retirement savings and other compensation.
|
|
|
Percentage of Total
Compensation that is:
|
|
Percentage of Performance-
Based Total that is:
|
|
Percentage of Total
Compensation that is:
|
||||||
Name
|
|
Performance-
Based
|
|
Fixed
|
|
Annual
|
|
Long-Term
|
|
Cash
|
|
Equity
|
Darren R. Jackson(b)
|
|
58%
|
|
42%
|
|
100%
|
|
—%
|
|
100%
|
|
—%
|
Michael A. Norona
|
|
71%
|
|
29%
|
|
37%
|
|
63%
|
|
56%
|
|
44%
|
George E. Sherman
|
|
78%
|
|
22%
|
|
31%
|
|
69%
|
|
46%
|
|
54%
|
Tammy M. Finley
|
|
76%
|
|
24%
|
|
27%
|
|
73%
|
|
44%
|
|
56%
|
Charles E. Tyson
|
|
68%
|
|
32%
|
|
41%
|
|
59%
|
|
60%
|
|
40%
|
(a)
|
Only amounts for base salary, annual incentive compensation and long-term incentive compensation (SARs and RSUs) were included in calculating the percentages in this table. Other forms of compensation shown in the "Summary Compensation Table" are not included. These percentages are based on annualized target total compensation values and do not necessarily correspond to, and are not a substitute for, the values disclosed in the “Summary Compensation Table” and supplemental tables provided later in this Proxy Statement.
|
(b)
|
Excludes the impact of Mr. Jackson's award modification described in the "Summary Compensation Table" of this Proxy Statement. Because Mr. Jackson's retirement from the Company had been announced prior to the date of the annual LTI grant in December 2015, he did not receive an LTI grant in Fiscal 2015.
|
NEO
|
Base Salary Before Change
|
Base Salary After Change
|
Darren R. Jackson
|
$975,000
|
$1,050,000
|
Michael A. Norona
|
$550,000
|
$565,000
|
George E. Sherman
|
$675,000
|
$950,000
|
Tammy M. Finley
|
$300,000
|
$400,000
|
Charles E. Tyson
|
$475,000
|
$490,000
|
|
|
|
|
2015 Potential Payout Levels
|
|
|
|
|
||||||||||||||
Measure
|
|
Performance Weight
|
|
Threshold
|
|
100% of Target
|
|
200% of Target (Maximum)
|
|
Actual
|
|
Payout Percentage
|
||||||||||
Enterprise Operating Income
($ in millions)
|
|
80
|
%
|
|
$
|
929.3
|
|
|
$
|
1,004.0
|
|
|
$
|
1,048.2
|
|
|
$
|
892.9
|
|
|
0.0
|
%
|
Enterprise Sales
($ in millions)
|
|
20
|
%
|
|
$
|
9,966.2
|
|
|
$
|
10,124.8
|
|
|
$
|
10,228.6
|
|
|
$
|
9,737.0
|
|
|
0.0
|
%
|
Long-Term Incentive Shares
Vested as Percent of Target
-CEO, CFO and President (a)
|
Long-Term Incentive Shares
Vested as Percent of Target
-Senior Vice Presidents (a)(b)
|
Company EVA Performance
Compared To EVA Peer Group (c)
|
200%
|
200%
|
80
th
Percentile or more
|
100%
|
100%
|
50
th
Percentile
|
50%
|
75%
|
40
th
Percentile or lower
|
(a)
|
Represents the percent of SARs and RSUs issued compared to the executive's target grant, inclusive of the time-based portion. For example, 1,000 SARs at target can increase to 2,000 SARs at maximum vesting. Vesting levels are pro-rated on a graduated scale between the minimum (50%) and maximum (200%) vesting levels, or between the minimum (75%) and maximum (200%) vesting levels in the case of Senior Vice Presidents.
|
(b)
|
Ms. Finley and Mr. Tyson, who are currently Executive Vice Presidents, were Vice President and Senior Vice President, respectively, at the time of the December 2012 Grant. Ms. Finley was promoted to a Senior Vice President position in March 2013.
|
Measure
|
Threshold
|
|
100% of Target (Maximum)
|
|
Actual
|
Payout Percentage
|
|
||||||||||
Cumulative Operating Income
($ in millions)
(a)
|
$
|
2,305.0
|
|
|
$
|
2,383.0
|
|
$
|
2,414.1
|
|
100.0
|
%
|
Potential Plan Payout Levels
|
Cumulative Operating Income Achieved
During the Performance Period ($)
|
Potential Payout % of This Portion of LTI Award (a)
|
Maximum
|
104.9% of target level Operating Income
|
200%
|
Target
|
Target level Operating Income
|
100%
|
Threshold
|
92.8% of target level Operating Income
|
25%
|
Below Threshold
|
Below 92.8% of target level Operating Income
|
0%
|
Potential Plan Payout Levels
|
Average Annual Comparable
Store Sales Growth During the Performance Period
|
Potential Payout % of This Portion of LTI Award (a)
|
Maximum
|
166.7% of target level growth
|
200%
|
Target
|
Target level growth
|
100%
|
Threshold
|
62.5% of target level growth
|
25%
|
Below Threshold
|
Below threshold level growth
|
0%
|
(a)
|
Represents the portion of performance-based SARs that may be earned as compared to the target level of the performance-based SARs granted to each executive. For example, 1,000 SARs at target can increase to 2,000 SARs at maximum vesting. Vesting levels are pro-rated on graduated scales between the threshold (25%) and target (100%) vesting levels and between the target (100%) and maximum (200%) vesting levels.
|
|
|
|
|
|
|
Bonus
|
|
Stock Awards (b) (d) (e)
|
|
Option or
SAR Awards (c) (d) (e)
|
|
Non-Equity
Incentive Plan
Compensation
|
|
All Other
Compensation
(g) (h) (i)
|
|
|
|||||||||||||
Name and
Principal Position
|
|
|
|
Salary
|
|
(a)
|
|
(l)
|
|
(l)
|
|
(f)
|
|
(j) (k)
|
|
Total
|
|||||||||||||
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Darren R. Jackson
|
|
2015
|
|
$
|
1,034,138
|
|
|
—
|
|
|
$
|
2,282,116
|
|
|
$
|
2,586,512
|
|
|
$
|
—
|
|
|
$
|
1,459,877
|
|
|
$
|
7,362,643
|
|
Former Chief Executive Officer
|
|
2014
|
|
930,288
|
|
|
—
|
|
|
1,625,160
|
|
|
1,625,031
|
|
|
—
|
|
|
123,232
|
|
|
4,303,711
|
|
||||||
|
2013
|
|
700,000
|
|
|
—
|
|
|
1,375,028
|
|
|
1,375,018
|
|
|
774,962
|
|
|
57,926
|
|
|
4,282,935
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Michael A. Norona
|
|
2015
|
|
561,834
|
|
|
—
|
|
|
425,080
|
|
|
425,006
|
|
|
—
|
|
|
16,459
|
|
|
1,428,379
|
|
||||||
EVP, Chief Financial Officer
|
|
2014
|
|
560,570
|
|
|
150,000
|
|
|
450,066
|
|
|
450,057
|
|
|
—
|
|
|
395,815
|
|
|
2,006,508
|
|
||||||
|
2013
|
|
528,847
|
|
|
—
|
|
|
400,097
|
|
|
400,017
|
|
|
425,120
|
|
|
16,750
|
|
|
1,770,831
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
George E. Sherman
|
|
2015
|
|
744,715
|
|
|
—
|
|
|
900,089
|
|
|
900,017
|
|
|
—
|
|
|
8,846
|
|
|
2,553,667
|
|
||||||
President
|
|
2014
|
|
670,674
|
|
|
—
|
|
|
600,110
|
|
|
600,037
|
|
|
—
|
|
|
581,962
|
|
|
2,452,783
|
|
||||||
|
2013
|
|
415,382
|
|
|
—
|
|
|
634,684
|
|
|
903,877
|
|
|
398,548
|
|
|
190,725
|
|
|
2,543,216
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Tammy M. Finley
|
|
2015
|
|
400,005
|
|
|
—
|
|
|
469,339
|
|
|
469,284
|
|
|
—
|
|
|
6,283
|
|
|
1,344,911
|
|
||||||
EVP, Human Resources, General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Charles E. Tyson
|
|
2015
|
|
486,834
|
|
|
—
|
|
|
300,030
|
|
|
300,030
|
|
|
—
|
|
|
16,014
|
|
|
1,102,908
|
|
||||||
EVP, Merchandising, Marketing & Supply Chain
|
|
2014
|
|
478,375
|
|
|
—
|
|
|
350,091
|
|
|
350,041
|
|
|
—
|
|
|
447,406
|
|
|
1,625,913
|
|
||||||
|
2013
|
|
436,779
|
|
|
—
|
|
|
280,348
|
|
|
340,906
|
|
|
312,658
|
|
|
15,924
|
|
|
1,386,615
|
|
(a)
|
Represents a special cash bonus of $150,000 Mr. Norona received in Fiscal 2014 for the key role he played in the acquisition of GPI.
|
(b)
|
Represents the grant date fair value of RSUs granted for each year. The grant date fair value is calculated using the closing price of our common stock on the date of grant. For additional information regarding the valuation assumptions of this award, refer to Note
17
of our consolidated financial statements in the
2015
Form 10-K filed with the SEC on
March 1, 2016
. See the "
2015
Grants of Plan-Based Awards Table" and "Outstanding Equity Awards at
2015
Fiscal Year-End Table" in this Proxy Statement for information on stock awards granted in
2015
and prior years. These amounts reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Statement of Codification Topic 718 ("ASC Topic 718"), and do not correspond to the actual value that may be realized by the NEOs. Any performance awards included in these amounts have been valued based on the probable outcome of the performance conditions as of the grant date.
|
(c)
|
Represents the grant date fair value of SARs granted for each year. For additional information regarding the valuation assumptions of this award, refer to Note
17
of our consolidated financial statements in the
2015
Form 10-K filed with the SEC on
March 1, 2016
. See the "
2015
Grants of Plan-Based Awards Table" and "Outstanding Equity Awards at
2015
Fiscal Year-End Table" in this Proxy Statement for information on SARs awards granted in
2015
and prior years. These amounts reflect the aggregate grant date fair value computed in accordance with ASC Topic 718, and do not correspond to the actual value that may be realized by the NEOs. Any performance awards included in these amounts have been valued based on the probable outcome of the performance conditions as of the grant date.
|
(d)
|
The maximum value for awards (based on grant-date fair values), assuming the highest level of performance is achieved for performance awards granted, is provided for each executive in the table below. For Mr. Jackson, the amount represents the highest incremental value of his modified awards assuming the highest level of performance is achieved.
|
Name
|
|
Year
|
|
RSUs
Maximum Grant-Date Fair Value
($)
|
|
SARs
Maximum Grant-Date Fair Value
($)
|
|
Maximum Grant-Date Fair Value of Stock Awards and SARs
($)
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Mr. Jackson
|
|
2015
|
|
$
|
—
|
|
|
$
|
7,575,815
|
|
|
$
|
7,575,815
|
|
|
|
2014
|
|
—
|
|
|
3,250,061
|
|
|
3,250,061
|
|
|||
|
|
2013
|
|
700,007
|
|
|
2,750,036
|
|
|
3,450,044
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Mr. Norona
|
|
2015
|
|
—
|
|
|
850,012
|
|
|
850,012
|
|
|||
|
|
2014
|
|
—
|
|
|
900,114
|
|
|
900,114
|
|
|||
|
|
2013
|
|
541,790
|
|
|
800,034
|
|
|
1,341,825
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Mr. Sherman
|
|
2015
|
|
—
|
|
|
1,800,034
|
|
|
1,800,034
|
|
|||
|
|
2014
|
|
—
|
|
|
1,200,074
|
|
|
1,200,074
|
|
|||
|
|
2013
|
|
802,680
|
|
|
1,807,755
|
|
|
2,610,435
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Ms. Finley
|
|
2015
|
|
—
|
|
|
938,569
|
|
|
938,569
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Mr. Tyson
|
|
2015
|
|
—
|
|
|
600,060
|
|
|
600,060
|
|
|||
|
|
2014
|
|
—
|
|
|
700,082
|
|
|
700,082
|
|
|||
|
|
2013
|
|
505,903
|
|
|
681,811
|
|
|
1,187,714
|
|
(e)
|
Ms. Finley received an off-cycle grant of RSUs and SARs in February 2015 as a result of her promotion and increase in her job responsibilities. More information is provided in the "2015 Grants of Plan-Based Awards Table" in this Proxy Statement.
|
(f)
|
For 2013, amounts in this column were paid to the named executives in February 2014, for the preceding fiscal year’s performance according to the terms of the annual incentive plans in effect for each respective year. No annual incentive awards were earned for 2014 and 2015 performance.
|
(g)
|
Includes Company matching contributions according to the terms of the Company's 401(k) plan.
|
(h)
|
Includes life insurance premiums paid by the Company for each executive.
|
(i)
|
Includes executive allowances reimbursed for each executive in 2015. Information about these taxable perquisites is discussed under the heading "Other Compensation" in the Compensation Discussion and Analysis section of this Proxy Statement.
|
(j)
|
Includes a severance cash payment for Mr. Jackson of $1,308,000, reimbursement of $65,532 for temporary living expenses, reimbursement of $10,000 for Mr. Jackson's legal fees pursuant to his separation and release agreement, and a COBRA premium offset for eighteen months of $11,415.
|
(k)
|
This column also includes the value of any personal use of the Company aircraft calculated at the incremental cost to the Company related to personal use of the Company aircraft. Individual expenses related to aircraft use for 2013, 2014 and 2015 are provided in accordance with the Company's aircraft use policy. For 2015, reportable compensation for Mr. Jackson is $41,795 related to Company aircraft use. There was no reportable compensation for other NEOs related to Company aircraft use. The incremental cost to the Company for personal use of Company aircraft is calculated based on our primary variable operating costs, including fuel, maintenance and other miscellaneous variable costs. All personal use of the Company aircraft is reportable as taxable wages for executives and no tax reimbursements are provided by the Company.
|
(l)
|
For Mr. Jackson, represents the incremental fair value associated with awards modified for Mr. Jackson during 2015, calculated in accordance with ASC Topic 718. These awards were modified in connection with the separation agreement reached between the Company and Mr. Jackson, as further described in this Proxy Statement under the heading "Employment Agreements," to permit Mr. Jackson's LTI awards that were unvested as of the date of his retirement from the Company at the end of Fiscal 2015 to vest, based on the Company's performance during the relevant performance periods, as applicable, as if Mr. Jackson had satisfied the definition of Retirement contained in his respective LTI award agreements. Mr. Jackson did not receive an LTI award during Fiscal 2015.
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Award (a)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (b)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#) (c)
|
|
Exercise
Price of Option Awards
($/sh) (d)
|
|
Grant Date Fair Value of Stock and Option Awards
($) (e) (f)
|
||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
|
|||||||||||||||||
Mr. Jackson
|
|
1/1/2015
|
|
$
|
491,697
|
|
|
$
|
1,404,849
|
|
|
$
|
2,809,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
11/11/2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
4,868,628
|
|
Mr. Norona
|
|
1/1/2015
|
|
177,387
|
|
|
506,821
|
|
|
1,013,642
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,911
|
|
|
11,644
|
|
|
23,288
|
|
|
—
|
|
|
151.76
|
|
|
425,006
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,801
|
|
|
—
|
|
|
425,080
|
|
|||||
Mr. Sherman
|
|
1/1/2015
|
|
284,084
|
|
|
811,670
|
|
|
1,623,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,165
|
|
|
24,658
|
|
|
49,316
|
|
|
—
|
|
|
151.76
|
|
|
900,017
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,931
|
|
|
—
|
|
|
900,089
|
|
|||||
Ms. Finley
|
|
1/1/2015
|
|
119,001
|
|
|
340,004
|
|
|
680,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
2/17/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,202
|
|
|
4,807
|
|
|
9,614
|
|
|
—
|
|
|
150.23
|
|
|
169,254
|
|
|||||
|
|
2/17/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,127
|
|
|
—
|
|
|
169,309
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,055
|
|
|
8,220
|
|
|
16,440
|
|
|
—
|
|
|
151.76
|
|
|
300,030
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,977
|
|
|
—
|
|
|
300,030
|
|
|||||
Mr. Tyson
|
|
1/1/2015
|
|
145,219
|
|
|
414,912
|
|
|
829,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,055
|
|
|
8,220
|
|
|
16,440
|
|
|
—
|
|
|
151.76
|
|
|
300,030
|
|
|||||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,977
|
|
|
—
|
|
|
300,030
|
|
(a)
|
The non-equity incentive plan information represents our 2015 annual incentive plan.
|
(b)
|
These columns include performance-based SAR grants to our executives. For the December 2015 grants, our executives except for Mr. Jackson received 50 percent of their target annual award value granted in the form of performance-based SARs and the remaining 50 percent granted in the form of time-based RSUs, which are shown in separate rows, respectively. The performance-based SARs may be earned on March 1, 2019, following certification by the Committee of the performance vesting achievement level during fiscal years 2016 through 2018. Our financial performance must meet the threshold level for executives to become eligible to receive any performance-based SARs. At the threshold level of performance, executives receive 25 percent of the target level of performance-based SARs. In order for the executive officers to earn the full performance-based SARs, our financial performance must equal the target level. If our financial performance exceeds the target level, executive officers may receive additional SARs up to a maximum of an additional 100 percent of the performance-based SARs. In February 2015, Ms. Finley received an off-cycle grant as a result of her promotion and increase in her job responsibilities. The grant is structured in the same way as our December 2014 grants, where the performance-based SARs may be earned on March 1, 2018, following certification by the Committee of the performance vesting achievement level during fiscal years 2015 through 2017.
|
(c)
|
This column includes the number of time-based RSUs awarded to each executive in December 2015, and for Ms. Finley, also includes her off-cycle grant awarded in February 2015. These shares will vest in three approximately equal annual installments commencing on the first anniversary date of the grant.
|
(d)
|
Stock prices shown are the exercise price of any SAR grants based on the closing price of our common stock on the date of grant.
|
(e)
|
The aggregate grant date fair value of the awards was computed in accordance with ASC Topic 718. The attainment of target level for performance awards was deemed probable at the date of grant for the December 10, 2015 annual grant and for the February 17, 2015 off-cycle grant. Accordingly, the grant date fair value was calculated at target level for these awards.
|
(f)
|
The amount shown for Mr. Jackson on November 11, 2015 represents the incremental fair value associated with awards modified during 2015, calculated in accordance with ASC Topic 718. These awards were modified in connection with the separation agreement reached between the Company and Mr. Jackson, as further described in this Proxy Statement under the heading "Employment Agreements," to permit Mr. Jackson's LTI awards that were unvested as of the date of his retirement from the Company at the end of Fiscal 2015 to vest, based on the Company's performance during the relevant performance periods, as applicable, as if Mr. Jackson had satisfied the definition of Retirement contained in his respective LTI award agreements. As a result of the modification, Mr. Jackson also vested in 11,723 time-based RSUs originally granted in December 2013, February 2014 and December 2014. These RSUs will convert to common stock and be distributed in accordance with the original vesting schedules for these awards.
|
|
|
|
|
Option Awards (a)
|
|
Stock Awards (b)
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards:
|
|||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|
Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)
|
|
Market Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
|
|||||||||||
Mr. Jackson
|
|
12/1/2010
|
|
82,893
|
|
|
—
|
|
|
—
|
|
|
$
|
66.15
|
|
|
4/1/2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
12/1/2011
|
|
51,640
|
|
|
—
|
|
|
—
|
|
|
68.75
|
|
|
4/1/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
53,739
|
|
|
—
|
|
|
63,413
|
|
|
73.17
|
|
|
4/1/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,544
|
|
|
834,427
|
|
|||
|
|
3/1/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
9,166
|
|
|
1,379,575
|
|
|||
|
|
12/12/2013 (h)
|
|
—
|
|
|
—
|
|
|
23,714
|
|
|
107.93
|
|
|
5/30/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/12/2013 (h)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
4,247
|
|
|
639,216
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)(h)
|
|
—
|
|
|
—
|
|
|
1,832
|
|
|
123.32
|
|
|
5/30/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)(h)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
676
|
|
|
101,745
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014 (h)
|
|
—
|
|
|
—
|
|
|
3,724
|
|
|
147.07
|
|
|
5/30/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014 (h)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
6,800
|
|
|
1,023,468
|
|
|
—
|
|
|
—
|
|
|||
Mr. Norona
|
|
12/1/2009
|
|
38,200
|
|
|
—
|
|
|
—
|
|
|
40.38
|
|
|
12/1/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2010
|
|
23,270
|
|
|
—
|
|
|
—
|
|
|
66.15
|
|
|
12/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2011
|
|
15,962
|
|
|
—
|
|
|
—
|
|
|
68.75
|
|
|
12/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
15,634
|
|
|
—
|
|
|
18,449
|
|
|
73.17
|
|
|
12/3/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,612
|
|
|
242,622
|
|
|||
|
|
3/1/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
6,548
|
|
|
985,539
|
|
|||
|
|
8/12/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|
76,158
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
10,348
|
|
|
107.93
|
|
|
12/12/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,236
|
|
|
186,030
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)
|
|
—
|
|
|
—
|
|
|
550
|
|
|
123.32
|
|
|
2/10/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
136
|
|
|
20,469
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
3,165
|
|
|
147.07
|
|
|
12/1/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,927
|
|
|
290,033
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
2,911
|
|
|
151.76
|
|
|
12/10/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,801
|
|
|
421,579
|
|
|
—
|
|
|
—
|
|
|||
Mr. Sherman
|
|
5/28/2013 (e)
|
|
7,238
|
|
|
3,619
|
|
|
12,811
|
|
|
83.63
|
|
|
5/28/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
5/28/2013 (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
269
|
|
|
40,487
|
|
|
950
|
|
|
142,985
|
|
|||
|
|
5/28/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
6,378
|
|
|
959,953
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
12,935
|
|
|
107.93
|
|
|
12/12/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,545
|
|
|
232,538
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)
|
|
—
|
|
|
—
|
|
|
1,099
|
|
|
123.32
|
|
|
2/10/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
271
|
|
|
40,788
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
4,096
|
|
|
147.07
|
|
|
12/1/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,494
|
|
|
375,372
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
6,165
|
|
|
151.76
|
|
|
12/10/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
5,931
|
|
|
892,675
|
|
|
—
|
|
|
—
|
|
|||
Ms. Finley
|
|
12/1/2011
|
|
1,296
|
|
|
—
|
|
|
—
|
|
|
68.75
|
|
|
12/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
1,407
|
|
|
—
|
|
|
634
|
|
|
73.17
|
|
|
12/3/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
25,135
|
|
|||
|
|
3/1/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
3,274
|
|
|
492,770
|
|
|||
|
|
5/28/2013 (f)
|
|
978
|
|
|
489
|
|
|
659
|
|
|
83.63
|
|
|
5/28/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
5/28/2013 (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
37
|
|
|
5,569
|
|
|
49
|
|
|
7,375
|
|
|||
|
|
5/28/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
27,092
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
1,708
|
|
|
107.93
|
|
|
12/12/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
414
|
|
|
62,311
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
28,597
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
492
|
|
|
147.07
|
|
|
12/1/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
608
|
|
|
91,510
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/17/2015 (g)
|
|
—
|
|
|
—
|
|
|
1,202
|
|
|
150.23
|
|
|
2/17/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/17/2015 (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,127
|
|
|
169,625
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
2,055
|
|
|
151.76
|
|
|
12/10/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,977
|
|
|
297,558
|
|
|
—
|
|
|
—
|
|
|||
Mr. Tyson
|
|
12/1/2009
|
|
13,102
|
|
|
—
|
|
|
—
|
|
|
40.38
|
|
|
12/1/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2010
|
|
9,454
|
|
|
—
|
|
|
—
|
|
|
66.15
|
|
|
12/1/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Option Awards (a)
|
|
Stock Awards (b)
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards:
|
|||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|
Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)
|
|
Market Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
|
|||||||||||
|
|
12/1/2011
|
|
9,859
|
|
|
—
|
|
|
—
|
|
|
68.75
|
|
|
12/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
10,260
|
|
|
—
|
|
|
4,616
|
|
|
73.17
|
|
|
12/3/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/3/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|
60,806
|
|
|||
|
|
3/1/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,330
|
|
|
802,218
|
|
|||
|
|
5/28/2013 (f)
|
|
2,444
|
|
|
1,222
|
|
|
1,649
|
|
|
83.63
|
|
|
5/28/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
5/28/2013 (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
91
|
|
|
13,696
|
|
|
122
|
|
|
18,362
|
|
|||
|
|
5/28/2013 (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
458
|
|
|
68,934
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
6,468
|
|
|
107.93
|
|
|
12/12/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/12/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
773
|
|
|
116,344
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)
|
|
—
|
|
|
—
|
|
|
1,099
|
|
|
123.32
|
|
|
2/10/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
2/10/2014 (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
271
|
|
|
40,788
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
2,234
|
|
|
147.07
|
|
|
12/1/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/1/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,360
|
|
|
204,694
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
2,055
|
|
|
151.76
|
|
|
12/10/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
12/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,977
|
|
|
297,558
|
|
|
—
|
|
|
—
|
|
(a)
|
Includes grants of SARs. All time-based SARs vest in three approximately equal annual installments commencing on the first anniversary date of the grant. The amounts shown for SARs granted in December 2009 represent the time-based portion of the grants and the performance-based portion of the grants vesting at slightly above the target level. The amounts shown for SARs granted in December 2010 and December 2011 represent the time-based portion of the grants only since there was no pay-out for the performance-based portion of the grants because our relative EVA results for the 2011-2013 and 2012-2014 performance periods did not meet the minimum threshold level of performance. The amounts shown for SARs granted in December 2012 and May 2013 represent the time-based portion of the grants and the performance-based portion of the grants at slightly above the target level. The amounts shown for SARs granted in December 2013 and February 2014 represent performance-based SARs at the threshold level for operating income and target level for comparable store sales growth - a 62.5 percent pay-out of the performance SARs. The amounts shown for SARs granted in December 2014, February 2015 and December 2015 represent performance-based SARs at the threshold level - a 25 percent pay-out of the performance-based SARs. The performance-based SAR awards shown in this table as Equity Incentive Plan Awards granted in December 2013, December 2014 and December 2015, may be eligible for exercise on March 1, 2017, March 1, 2018 and March 1, 2019 respectively, following certification by the Committee of the performance vesting achievement level. The May 2013 grants to Ms. Finley and Messrs. Sherman and Tyson may be eligible for exercise on May 28, 2016 upon completion of vesting. The February 2014 grants to Messrs. Jackson, Norona, Sherman and Tyson may be eligible for exercise on March 1, 2017. The February 2015 grant to Ms. Finley may be eligible for exercise on March 1, 2018.
|
(b)
|
Includes awards of RSUs. All awards of time-based RSUs listed in the table vest in three approximately equal annual installments commencing on the first anniversary date of the grant. The market value of the stock awards is reflective of the closing price of our common stock as of December 31, 2015 ($150.51), the last day that our common stock was traded during Fiscal 2015. The amounts shown for RSUs granted in December 2012 and May 2013 represent the performance-based portion of the grants at slightly above the target level. The performance-based RSUs granted in December 2012 vested on March 1, 2016, following certification by the Committee of the performance achievement level. The May 2013 grants to Ms. Finley and Messrs. Sherman and Tyson will vest on May 28, 2016. The amounts shown for RSUs granted between December 2013 and December 2015 represent the time-based RSUs only. The amounts shown for the special long-term incentive awards granted in March 2013, May 2013, August 2013, and February 2014 represent the target level of performance-based RSUs, or a 100 percent pay-out of these awards. These performance-based RSUs vested on March 1, 2016 following certification by the Committee of the performance achievement level.
|
(c)
|
On March 1, 2013, Ms. Finley and Messrs. Jackson, Norona and Tyson received special long-term incentive grants under our 2004 LTIP. Under the same program, pro-rated grants were made on May 28, 2013 to Mr. Sherman in conjunction with his employment as our President on April 21, 2013 and to Mr. Tyson in conjunction with his promotion on April 21, 2013, on August 12, 2013 to Mr. Norona in recognition of his increased responsibilities, and on May 28, 2013 and February 10, 2014 to Ms. Finley in conjunction with her promotions on March 1, 2013 and December 29, 2013 respectively. These performance-based RSUs vested at 100 percent pay-out on March 1, 2016 following certification by the Committee of the performance vesting achievement level.
|
(d)
|
On February 10, 2014, Messrs. Jackson, Norona, Sherman and Tyson received additional target annual equity grants under our 2004 LTIP. These grants were based on the same structure and performance measures as the December 2013 grants.
|
(e)
|
Effective upon Mr. Sherman's employment as our President on April 21, 2013, Mr. Sherman received a pro-rated annual equity grant and a pro-rated special long-term incentive grant under our 2004 LTIP on May 28, 2013. The pro-rated annual grant was valued at $538,506 and consisted of 75 percent SARs and 25 percent RSUs. The time-based portion of the SARs and RSUs represents 50 percent of the target awards and will vest in three approximately equal annual installments commencing on the first anniversary date of the grant. In addition, the performance-based portion of the SARs and RSUs represents the remaining 50 percent of target awards
|
(f)
|
Ms. Finley and Mr. Tyson received a prorated off-cycle equity grant under our 2004 LTIP on May 28, 2013, following their promotions in March 2013 and April 2013 respectively. The grant consisted of 75 percent SARs and 25 percent restricted stock units. The time-based portion of the SARs and RSUs represents 75 percent of target awards and will vest in three approximately equal annual installments commencing on the first anniversary date of the grant. In addition, the performance-based portion of the SARs and RSUs represents the remaining 25 percent of target awards and will vest on the third anniversary of the grant date, based on the same performance measures as the December 2012 grants and our relative EVA performance for the 2013-2015 performance period.
|
(g)
|
Following a promotion in January 2015, Ms. Finley received a prorated off-cycle grant under our 2014 LTIP on February 17, 2015. The grant were based on the same structure and performance measures as the December 2014 grants.
|
(h)
|
These awards were modified in connection with the separation agreement reached between the Company and Mr. Jackson, as further described in this Proxy Statement under the heading "Employment Agreements," to permit Mr. Jackson's LTI awards that were unvested as of the date of his retirement from the Company at the end of Fiscal 2015 to vest, based on the Company's performance during the relevant performance periods, as applicable, as if Mr. Jackson had satisfied the definition of Retirement contained in his respective LTI award agreements. Mr. Jackson did not receive an LTI award during Fiscal 2015.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of
Shares Acquired
on Exercise (#)
|
|
Value
Realized on
Exercise ($)
|
|
Number of
Shares Acquired
on Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
||||||
Mr. Jackson
|
|
66,958
|
|
|
$
|
10,028,328
|
|
|
9,551
|
|
|
$
|
1,481,568
|
|
Mr. Norona
|
|
—
|
|
|
—
|
|
|
2,722
|
|
|
421,806
|
|
||
Mr. Sherman
|
|
—
|
|
|
—
|
|
|
3,193
|
|
|
495,993
|
|
||
Ms. Finley
|
|
1,983
|
|
|
313,128
|
|
|
877
|
|
|
135,642
|
|
||
Mr. Tyson
|
|
5,696
|
|
|
898,237
|
|
|
1,977
|
|
|
307,802
|
|
Name
|
|
Executive
Contributions (a)
|
|
Aggregate
Earnings (b)
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate
Balance at
January 2, 2016
|
||||||||
Mr. Jackson
|
|
$
|
—
|
|
|
$
|
(24,009
|
)
|
|
$
|
—
|
|
|
$
|
2,056,709
|
|
Mr. Norona
|
|
252,696
|
|
|
2,120
|
|
|
—
|
|
|
763,864
|
|
||||
Mr. Sherman
|
|
221,828
|
|
|
5,278
|
|
|
—
|
|
|
684,267
|
|
||||
Ms. Finley
|
|
39,616
|
|
|
(161
|
)
|
|
—
|
|
|
343,983
|
|
||||
Mr. Tyson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
Additional information is provided under "Retirement Savings Programs" in the CD&A section of this Proxy Statement. Any amounts reported as Executive Contributions are also reported in the Salary column of the "Summary Compensation Table" of this Proxy Statement.
|
(b)
|
Represents realized and unrealized gains or losses on market-based investments selected and dividends earned by executives for their deferred compensation balances. For Mr. Jackson, the amounts reported also include the value of dividends earned on DSUs and converted to additional DSUs and the change in overall value of DSUs based on our stock price.
|
Executive
|
|
Voluntary
Termination without Good Reason or
Involuntary
Termination for Due
Cause (a)
|
|
Retirement
|
|
Disability
|
|
Death
|
|
Involuntary Termination
without Due Cause or
Voluntary Termination
for Good Reason
not
related to a Change in
Control (b)
|
|
Involuntary
Termination without
Due Cause or Voluntary
Termination for Good Reason related to a
Change in Control (c)
|
||||||||||||
Mr. Jackson (i)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,732,500
|
|
|
$
|
2,467,500
|
|
|
$
|
1,308,321
|
|
|
$
|
4,935,000
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
9,955,010
|
|
|
9,955,010
|
|
|
7,753,954
|
|
|
9,518,383
|
|
||||||
Cont'd Medical Coverage (g)
|
|
—
|
|
|
—
|
|
|
7,610
|
|
|
—
|
|
|
7,610
|
|
|
7,610
|
|
||||||
Outplacement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
12,000
|
|
||||||
Executive Choice
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
15,000
|
|
||||||
Life Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,050,000
|
|
|
—
|
|
|
—
|
|
||||||
Disability Insurance Payout (h)
|
|
—
|
|
|
—
|
|
|
630,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,325,120
|
|
|
$
|
13,472,510
|
|
|
$
|
9,096,885
|
|
|
$
|
14,487,993
|
|
Mr. Norona
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
678,000
|
|
|
$
|
1,073,500
|
|
|
$
|
698,421
|
|
|
$
|
2,147,000
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
3,956,538
|
|
|
3,956,538
|
|
|
2,913,310
|
|
|
3,831,421
|
|
||||||
Cont'd Medical Coverage (g)
|
|
—
|
|
|
—
|
|
|
7,610
|
|
|
—
|
|
|
7,610
|
|
|
7,610
|
|
||||||
Outplacement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
12,000
|
|
||||||
Life Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
565,000
|
|
|
—
|
|
|
—
|
|
||||||
Disability Insurance Payout (h)
|
|
—
|
|
|
—
|
|
|
339,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,981,148
|
|
|
$
|
5,595,038
|
|
|
$
|
3,631,342
|
|
|
$
|
5,998,031
|
|
Mr. Sherman
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,567,500
|
|
|
$
|
2,232,500
|
|
|
$
|
1,082,849
|
|
|
$
|
4,465,000
|
|
Stock Incentives (e) (f)
|
|
|
|
—
|
|
|
4,064,287
|
|
|
4,064,287
|
|
|
2,080,847
|
|
|
3,904,746
|
|
|||||||
Cont'd Medical Coverage (g)
|
|
—
|
|
|
—
|
|
|
7,610
|
|
|
—
|
|
|
7,610
|
|
|
7,610
|
|
||||||
Outplacement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
12,000
|
|
||||||
Life Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
950,000
|
|
|
—
|
|
|
—
|
|
||||||
Disability Insurance Payout (h)
|
|
—
|
|
|
—
|
|
|
570,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,209,397
|
|
|
$
|
7,246,787
|
|
|
$
|
3,183,307
|
|
|
$
|
8,389,356
|
|
Ms. Finley
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
460,000
|
|
|
$
|
740,000
|
|
|
$
|
426,973
|
|
|
$
|
1,480,000
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
1,382,217
|
|
|
1,382,217
|
|
|
702,876
|
|
|
1,362,153
|
|
||||||
Cont'd Medical Coverage (g)
|
|
—
|
|
|
—
|
|
|
6,246
|
|
|
—
|
|
|
6,246
|
|
|
6,246
|
|
||||||
Outplacement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
12,000
|
|
||||||
IRC 280G "Net Best" Reduction (j)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(204,112
|
)
|
||||||
Life Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
||||||
Disability Insurance Payout (h)
|
|
—
|
|
|
—
|
|
|
240,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,088,464
|
|
|
$
|
2,522,217
|
|
|
$
|
1,148,095
|
|
|
$
|
2,656,288
|
|
Mr. Tyson
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Severance (d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
563,500
|
|
|
$
|
906,500
|
|
|
$
|
594,219
|
|
|
$
|
1,813,000
|
|
Stock Incentives (e) (f)
|
|
—
|
|
|
—
|
|
|
2,378,297
|
|
|
2,378,297
|
|
|
1,539,519
|
|
|
2,294,328
|
|
||||||
Cont'd Medical Coverage (g)
|
|
—
|
|
|
—
|
|
|
7,957
|
|
|
—
|
|
|
7,957
|
|
|
7,957
|
|
||||||
Outplacement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
12,000
|
|
||||||
Life Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
490,000
|
|
|
—
|
|
|
—
|
|
||||||
Disability Insurance Payout (h)
|
|
—
|
|
|
—
|
|
|
294,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,243,754
|
|
|
$
|
3,774,797
|
|
|
$
|
2,153,696
|
|
|
$
|
4,127,285
|
|
(a)
|
Voluntary termination without Good Reason or termination for Due Cause makes an executive ineligible for any employment agreement benefits other than any rights the executive may have under the normal terms of other benefit plans. Executives must exercise vested long-term incentives within 90 days after the date of termination. The term "Due Cause" is defined in the agreements as (i) a material breach of the executive’s obligations under the agreement or a material violation of any code or standard of conduct applicable to our officers that is willful and deliberate and committed in bad faith and that has not been cured; (ii) a material violation of the loyalty obligations as provided in the agreement; (iii) the executive’s willful engagement in bad faith conduct that is demonstrably and materially injurious to us; (iv) a conviction of a crime of moral turpitude or a felony involving fraud, breach of trust, or misappropriation; or (v) a determination that the executive is in material violation of our Substance Abuse Policy.
|
(b)
|
The employment agreements of our NEOs provide that the executive’s employment is deemed to be terminated by us without Due Cause if the executive elects to terminate his employment for Good Reason. The term "Good Reason" is defined in the agreements as: (i) a material diminution in the executive’s total direct compensation; (ii) a material diminution in the executive’s authority, duties or responsibilities or those of the executive’s supervisors; (iii) the termination of the Executive Incentive Plan without a replacement plan or the material reduction of the executive’s benefits without a similar reduction for other executives; or (iv) requiring the executive to be based more than 60 miles from our office at which the executive was principally employed immediately prior to the date of the relocation. Upon termination of employment by us other than for Due Cause or by the executive for Good Reason, the executive is entitled to receive a cash "termination payment" which equals the sum of the executive’s annual base salary and an amount equal to the average annual bonus payment over the past three years (five years in the case of Mr. Norona). Mr. Jackson is entitled to the prorated value of the annual Executive Choice Plan. The value of the bonus amount included for each executive in the cash severance payment is the average bonus paid for fiscal years 2013, 2014 and 2015 (2011-2015 in the case of Mr. Norona). In addition, the executive will receive outplacement services and certain medical benefits coverage.
|
(c)
|
If, within 12 months of a Change in Control (as defined in our 2014 LTIP), the executive’s employment is terminated by us other than for Due Cause or by the executive for Good Reason, the executive will be entitled to a Change in Control Termination Payment equal to (i) two times the executive’s base salary; (ii) two times the amount equal to the executive’s target bonus; and (iii) for Mr. Jackson only, the prorated value of the annual Executive Choice Plan.
|
(d)
|
In the case of voluntary termination without Good Reason or termination for Due Cause, the executive would be ineligible to receive a cash severance payment. In accordance with the employment agreements, if the executive’s employment is terminated on account of death, the executive’s beneficiary or estate is entitled to receive a lump sum payment equivalent to the executive’s annual base salary and target bonus amount. In the event that the executive is terminated on account of disability, the employment agreements provide that the executive is entitled to receive a cash severance amount equivalent to 30 percent of the executive’s annual base salary and an amount equal to the executive’s annual target bonus.
|
(e)
|
Amounts shown here are calculated as the differences between the exercise price, if any, of the outstanding stock-based incentives and the closing price of our stock on the last day our stock was traded during Fiscal 2015 ($150.51).
|
(f)
|
The terms of the executives’ SAR and restricted stock agreements provide that upon termination of employment due to death or disability, any remaining previously unvested time-based SARs and RSUs will vest immediately. Performance-based SARs and RSUs will vest based on our performance at the end of the applicable performance period on a pro-rata basis commensurate with the time employed prior to death or disability during the performance period. In the event of retirement, which requires 10 years of service and a minimum age of 55 years, time-based shares will continue to vest commensurate with the vesting period of the award. Performance-based SARs and RSUs vest based on our performance at the end of the applicable performance period on a pro-rata basis commensurate with the time employed prior to retirement during the performance period. In the event of involuntary termination without Due Cause, or voluntary termination for Good Reason, a pro rata portion of the performance-based SARs and RSUs will vest immediately as of the date of the executive's termination of employment based on the amount of time employed during the performance period and our performance as of the most recently completed fiscal quarter. All time-based SARs and RSUs will vest and become exercisable only if the acquiring entity does not exchange or replace the LTI grants or upon termination of employment without Due Cause within 24 months following the Change in Control event. Performance-based SARs and RSUs will vest at the same time on a pro rata basis based on the amount of time employed during the performance period and our performance as of the most recently completed fiscal quarter.
|
(g)
|
Amounts provided for continued medical coverage represent our cost of providing one year of health care coverage to the executive at the same cost as active employees.
|
(h)
|
Disability amounts shown consist of the amount the executives would receive under our qualified plan.
|
(i)
|
On November 11, 2015, the Company entered into a Mutual Separation and Release Agreement with Mr. Jackson, effective upon his retirement from the Company at the end of Fiscal 2015, under which he received a lump sum severance payment of $1,308,000, which is equal to the sum of one times his annual base salary and the average of the bonus payments made to him for Fiscal 2013 through Fiscal 2015. Mr. Jackson will be treated as having experienced a termination on account of Retirement for purposes of his unvested equity awards, which resulted in an incremental fair value of $4,868,628 as reported in the Summary Compensation Table. Mr. Jackson also received certain additional benefits, including outplacement services up to $12,000 and a COBRA premium offset of $11,415 to continue medical benefits for up to eighteen months post-termination at the same cost as active employees.
|
(j)
|
In the event of an involuntary termination without Due Cause or voluntary termination for Good Reason related to a Change in Control, Ms. Finley would be entitled to a total severance payment in excess of the limit allowed by Section 4999 of the Internal Revenue Code, making her payment subject to an Excise Tax. In such a situation, Ms. Finley’s employment agreement allows for a reduction in payments if such reduction would provide her with a greater after tax amount than if such amounts were not reduced.
|
•
|
Our compensation programs are substantially tied into our key business objectives and the success of our stockholders. If the value we deliver to our stockholders declines, so does the value of the compensation we deliver to our executives.
|
•
|
We maintain the highest level of corporate governance over our executive pay programs.
|
•
|
We closely monitor the compensation programs and pay levels of executives from companies of similar size and complexity so that we may ensure that our compensation programs are within the norm of a range of market practices.
|
•
|
Our Compensation Committee, in conjunction with our Nominating and Corporate Governance Committee, our Chief Executive Officer and other key leaders, engages in a talent review process annually to address succession and executive development for our Chief Executive Officer and other key executives.
|
Name
|
|
Age
|
|
Position
|
Thomas R. Greco*
|
|
57
|
|
Chief Executive Officer
|
George E. Sherman
|
|
54
|
|
President
|
Tammy M. Finley
|
|
49
|
|
Executive Vice President, Human Resources, General Counsel and Corporate Secretary
|
Michael A. Norona
|
|
52
|
|
Executive Vice President, Chief Financial Officer
|
Charles E. Tyson
|
|
54
|
|
Executive Vice President, Merchandising, Marketing and Supply Chain
|
William H. Carter
|
|
45
|
|
Senior Vice President, Business Development and Integration
|
Jill A. Livesay
|
|
47
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
•
|
each person or entity that beneficially owns more than 5 percent of our common stock;
|
•
|
each member of our Board;
|
•
|
each of our executive officers named in the "Summary Compensation Table" included in the Executive Compensation section of this Proxy Statement; and
|
•
|
all directors and executive officers as a group.
|
|
|
Shares beneficially owned
|
||||
Name of Beneficial Owner
|
|
Number
|
|
Percentage
|
||
|
|
|
|
|
||
Wellington Management Company, LLP
(a)
|
|
7,360,284
|
|
|
10.0
|
%
|
280 Congress Street
|
|
|
|
|
||
Boston, MA 02210
|
|
|
|
|
||
|
|
|
|
|
||
The Vanguard Group
(b)
|
|
5,980,109
|
|
|
8.1
|
%
|
100 Vanguard Blvd.
|
|
|
|
|
||
Malvern, PA 19355
|
|
|
|
|
||
|
|
|
|
|
||
BlackRock, Inc.
(c)
|
|
3,994,565
|
|
|
5.4
|
%
|
55 East 52nd Street
|
|
|
|
|
||
New York, NY 10022
|
|
|
|
|
||
|
|
|
|
|
||
Lazard Asset Management LLC
(d)
|
|
3,717,415
|
|
|
5.0
|
%
|
30 Rockefeller Plaza
|
|
|
|
|
||
New York, NY 10112
|
|
|
|
|
||
|
|
|
|
|
||
Executive Officers, Directors and Others
(e)
|
|
|
|
|
||
John F. Bergstrom
|
|
14,660
|
|
|
*
|
|
John C. Brouillard
|
|
24,327
|
|
|
*
|
|
Fiona P. Dias
|
|
9,640
|
|
|
*
|
|
John F. Ferraro
|
|
1,000
|
|
|
*
|
|
Thomas R. Greco
(f)
|
|
—
|
|
|
*
|
|
Darren R. Jackson
|
|
192,390
|
|
|
*
|
|
Adriana Karaboutis
|
|
1,000
|
|
|
*
|
|
Eugene I. Lee, Jr.
|
|
1,643
|
|
|
*
|
|
Michael A. Norona
|
|
135,789
|
|
|
*
|
|
William S. Oglesby
|
|
18,864
|
|
|
*
|
|
J. Paul Raines
|
|
12,200
|
|
|
*
|
|
Gilbert T. Ray
|
|
19,421
|
|
|
*
|
|
Carlos A. Saladrigas
|
|
38,609
|
|
|
*
|
|
George E. Sherman
|
|
15,104
|
|
|
*
|
|
O. Temple Sloan, III
|
|
2,471
|
|
|
*
|
|
Jeffrey C. Smith
(g)
|
|
2,755,413
|
|
|
3.7
|
%
|
Charles E. Tyson
|
|
50,041
|
|
|
*
|
|
Tammy M. Finley
|
|
9,452
|
|
|
*
|
|
Jimmie L. Wade
|
|
28,382
|
|
|
*
|
|
All executive officers and directors as a group (21 persons)
|
|
3,361,290
|
|
|
4.5
|
%
|
(a)
|
Based solely on a Schedule 13G filed with the SEC on February 11, 2016 by Wellington Management Company, LLP ("Wellington Management"), Wellington Management, in its capacity as investment advisor, may be deemed to beneficially own
7,360,284
shares which are held of record by clients of Wellington Management.
|
(b)
|
Based solely on a Schedule 13G filed with the SEC on February 10, 2016 by The Vanguard Group, The Vanguard Group is the beneficial owner of
5,980,109
shares and has sole dispositive power of 5,835,435 shares and voting power of 137,801 shares.
|
(c)
|
Based solely on a Schedule 13G filed with the SEC on January 25, 2016 by BlackRock, Inc., BlackRock, Inc. is the beneficial owner of
3,994,565
shares and has sole dispositive power of
3,994,565
shares and voting power of 3,414,062 shares.
|
(d)
|
Based solely on a Schedule 13G filed with the SEC on February 4, 2016 by Lazard Asset Management LLC, Lazard Asset Management LLC is the beneficial owner of
3,717,415
shares and has sole dispositive power of 3,717,415 shares and voting power of 1,215,672 shares.
|
(e)
|
The following table provides further detail regarding the shares beneficially owned by our directors and executive officers:
|
|
|
Shares beneficially owned
|
||||
|
|
Shares of our common stock issuable with respect to
|
||||
Name of Beneficial Owner
|
|
DSUs
|
|
Options and/or SARS
exercisable within 60
days of March 23, 2016
|
||
|
|
|
|
|
||
John F. Bergstrom
|
|
10,128
|
|
|
—
|
|
John C. Brouillard
|
|
14,847
|
|
|
—
|
|
Fiona P. Dias
|
|
9,640
|
|
|
—
|
|
John F. Ferraro
|
|
1,000
|
|
|
—
|
|
Thomas R. Greco
|
|
—
|
|
|
—
|
|
Darren R. Jackson
|
|
3,294
|
|
|
63,413
|
|
Adriana Karaboutis
|
|
1,000
|
|
|
—
|
|
Eugene I. Lee, Jr.
|
|
413
|
|
|
—
|
|
Michael A. Norona
|
|
—
|
|
|
111,515
|
|
William S. Oglesby
|
|
14,159
|
|
|
—
|
|
J. Paul Raines
|
|
11,332
|
|
|
—
|
|
Gilbert T. Ray
|
|
14,321
|
|
|
—
|
|
Carlos A. Saladrigas
|
|
18,353
|
|
|
—
|
|
George E. Sherman
|
|
182
|
|
|
7,238
|
|
O. Temple Sloan, III
|
|
1,070
|
|
|
—
|
|
Jeffrey C. Smith
|
|
413
|
|
|
—
|
|
Charles E. Tyson
|
|
—
|
|
|
36,633
|
|
Tammy M. Finley
|
|
—
|
|
|
4,315
|
|
Jimmie L. Wade
|
|
—
|
|
|
—
|
|
All executive officers and directors as a group (21 persons)
|
|
100,152
|
|
|
243,483
|
|
(f)
|
Reflects Mr. Greco’s ownership as of April 11, 2016, when he became a director and Chief Executive Officer.
|
(g)
|
Includes common shares owned directly by Starboard Value LP through certain managed accounts (the “Managed Accounts”), Starboard Value and Opportunity Master Fund LTD (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard T Fund LP ("Starboard T LP"), Starboard Leaders Select I LP (Starboard Leaders Select I") and Starboard Leaders India LLC ("Starboard India LLC"). Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC (“Starboard Value GP”), the general partner of Starboard Value LP, and as a member and member of the Management Committee of Starboard Principal Co GP LLC (“Principal GP”), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Managed Accounts. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard T LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard T LP. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Leaders Select I, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Leaders Select I. Mr. Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard India LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities owned directly by Starboard India LLC. Mr. Smith expressly disclaims beneficial ownership of all such shares, 2,755,000 shares in total, except to the extent of his pecuniary interest therein.
|
|
|
Number of shares to be
issued upon exercise of
outstanding options,
warrants, and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants, and rights
(b)
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(c)
|
||||
Equity compensation plans
|
|
|
|
|
|
|
|
|||
approved by stockholders
(d)
|
|
831,054
|
|
|
$
|
93.19
|
|
|
4,738,589
|
|
|
|
|
|
|
|
|
||||
Equity compensation plans
|
|
|
|
|
|
|
||||
not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
831,054
|
|
|
$
|
93.19
|
|
|
4,738,589
|
|
(a)
|
Includes the shares that would be issued upon exercise of outstanding RSUs, performance-based RSUs and DSUs and the net shares that would be issued upon exercise of outstanding SARs and performance-based SARs and is based on management's estimate of the probable vesting outcome for performance-based awards. The gross number of awards expected to vest based on management's estimate of the probable vesting outcome for performance-based awards is 1,749,866.
|
(b)
|
Includes weighted average exercise price of outstanding SARs only based on management's estimate of the probable vesting outcome for performance-based awards.
|
(c)
|
Excludes shares reflected in the first column and is based on management's estimate of the probable vesting outcome for outstanding performance-based awards.
|
(d)
|
Includes the 2014 LTIP and remaining awards outstanding under the 2004 LTIP.
|
|
|
2015
|
|
2014
|
||||
|
|
($ in thousands)
|
||||||
Audit Fees (a)
|
|
$
|
4,434
|
|
|
$
|
4,631
|
|
Audit-Related Fees (b)
|
|
139
|
|
|
1,241
|
|
||
Tax Fees (c)
|
|
20
|
|
|
295
|
|
||
All Other Fees (d)
|
|
—
|
|
|
1,774
|
|
||
Total
|
|
$
|
4,593
|
|
|
$
|
7,941
|
|
(a)
|
Fees for audit services billed for
2015
and
2014
consisted of fees for:
|
•
|
the audit of our annual financial statements, including the opening balance sheet of GPI upon acquisition;
|
•
|
the attestation of management’s assessment and effectiveness of internal controls, including GPI, as required by Section 404 of the Sarbanes-Oxley Act of 2002;
|
•
|
reviews of our quarterly financial statements; and
|
•
|
statutory and regulatory audits, consents and other services related to SEC matters.
|
(b)
|
Fees for audit-related services billed in
2014
consisted primarily of advisory services pertaining to GPI's accounting processes and procedures.
|
(c)
|
Tax fees billed in
2014
were related to tax planning strategies as well as state tax related matters.
|
(d)
|
All other fees are for any other services not included in the first three categories and consisted primarily of fees related to consulting services associated with integration planning for accounting and other administrative functions of GPI in 2014.
|
•
|
appointed Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year
2015
;
|
•
|
met with management and the independent accountants to review and discuss Advance’s critical accounting policies and significant estimates;
|
•
|
met with management and the independent accountants to review and approve the fiscal year
2015
audit plan;
|
•
|
met regularly with both the independent accountants and the Chief Internal Audit Executive outside the presence of management;
|
•
|
met with management and the independent accountants to review the audited financial statements for the year ended
January 2, 2016
, and internal controls over financial reporting as of
January 2, 2016
;
|
•
|
reviewed and discussed the quarterly and annual reports prior to filing with the SEC;
|
•
|
reviewed and discussed the quarterly earnings press releases;
|
•
|
met with the Chief Internal Audit Executive to review, among other things, the audit plan, test work, findings and recommendations, and staffing;
|
•
|
reviewed the processes by which risk is assessed and mitigated; and
|
•
|
completed all other responsibilities under the Audit Committee charter.
|
*
|
Proposal No. 4
- This year, the Board has proactively recommended that the Company’s current Certificate of Incorporation and Amended and Restated By-laws be amended to eliminate the one year holding period requirement for stockholders to call a special meeting. If approved, this amendment would allow stockholders holding at least 25 percent of the outstanding common stock of the Company to call a special meeting, without regard to the length of time they have held such stock.
|
*
|
Elimination of supermajority voting
- In 2013, the Board and stockholders amended the Company’s Certificate of Incorporation and By-laws to eliminate supermajority voting requirements.
|
*
|
Stockholders’ right to call a special meeting
- In 2013, the Board also recommended and the stockholders approved amendments to the Company’s Certificate of Incorporation and By-laws to give stockholders holding at least 25 percent of the outstanding common stock of the Company the ability to call a special meeting. The 2013 amendment included an additional one year holding period requirement which, as discussed in Proposal No. 4, the Board recommends eliminating in order to enhance stockholders’ ability to call special meetings.
|
*
|
Independent Board
- Our Board is primarily comprised of independent directors, a majority of whom are considered independent pursuant to the listing standards of the New York Stock Exchange. Similarly, each director on the Company’s Audit Committee is considered independent pursuant to the “bright line independence” criteria set forth in such listing standards.
|
*
|
Declassified Board
- The Company’s board is not classified and its directors are instead elected annually.
|
*
|
Majority Voting for Election of Directors
- Upon the recommendation of the Company’s Nominating and Corporate Governance Committee, the Company previously proactively amended its organizational documents and implemented a majority vote standard for the election of directors in uncontested elections.
|
*
|
Pay-for-Performance Compensation Philosophy
- The Company’s executive compensation structure follows the pay-for-performance philosophy. Under this approach, the Company is able to maximize stockholder value by attracting and retaining highly experienced and successful executives. Additionally, because compensation is linked to Company performance, the equity compensation delivered to our executives is decreased in the event stockholder value declines. Our stockholders have expressed overwhelming support of our executive compensation programs, and the Compensation Committee of the Board continues to consider the opinions of our stockholders as it evaluates and adapts the Company’s compensation structure to reflect best practices.
|
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