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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Actuant Corp | NYSE:ATU | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.87 | 0 | 01:00:00 |
o
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Preliminary Proxy Statement
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o
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Confidential, For Use of the Commission Only
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x
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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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.
|
(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Page
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General Information
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The Proposals
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Proposal 1: Election of Directors
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Proposal 2: Ratification of Selection of Independent Auditors
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Proposal 3: Advisory Vote to Approve Compensation of Our Named Executive Officers
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Certain Beneficial Owners
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Corporate Governance Matters
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Board Committees, Charters, Functions and Meetings
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Independence of Directors; Financial Expertise of Audit Committee
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Compensation Risk Assessment
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Use of Compensation Consultants and Other Advisors
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Codes of Conduct and Ethics
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Director Selection Procedures
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Certain Relationships and Related Person Transactions
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Report of the Audit Committee
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Executive Compensation (Compensation Discussion and Analysis)
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Executive Summary
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Compensation and Link to Performance
|
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Shareholder Input on Executive Compensation Program
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Oversight of the Executive Compensation Program
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Assessing Competitive Compensation Practices
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Target Level Compensation Determination
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Components of Executive Compensation
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Tax Deductibility of Executive Compensation
|
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Stock Ownership Requirements
|
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Anti-Hedging Policy
|
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Compensation Clawback Policy
|
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Compensation Committee Report
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Summary Compensation Table
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Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
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Equity Awards Exercised and Vested in Fiscal 2018
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Employee Deferred Compensation
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Equity Compensation Plan Information
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Change In Control Payments and Other Separation Agreements
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CEO Pay Ratio
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Non-Employee Director Compensation
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Other Information
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Directors standing for re-election
|
|
Age
|
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Director Since
|
Alfredo Altavilla, Director
|
|
55
|
|
2018
|
Randal W. Baker, Chief Executive Officer
|
|
55
|
|
2016
|
J. Palmer Clarkson, Director
|
|
61
|
|
2018
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Danny L. Cunningham, Director
|
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63
|
|
2016
|
E. James Ferland, Director
|
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52
|
|
2014
|
Richard D. Holder, Director
|
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55
|
|
2017
|
Sidney S. Simmons, Director
|
|
60
|
|
2018
|
Holly A. Van Deursen, Director
|
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60
|
|
2008
|
•
|
Executive compensation is aligned with our overall business strategy of driving growth opportunities and improving operating metrics, focusing on sales, earnings, cash flow and return on invested capital.
|
•
|
Key executives responsible for establishing and executing our business strategy should have incentive compensation opportunities that align with long-term shareholder value creation. Performance equity awards, a compensation clawback policy, stock ownership requirements and multi-year vesting periods on equity awards are important components of that alignment.
|
•
|
Our overall compensation targets reflect our intent to pay executive Total Direct Compensation (base salary, annual bonus opportunity and the value of share based awards) at approximately the 50
th
percentile of pay. In some cases, to attract and retain top talent, we may set target compensation over market rates (generally not to exceed the 75
th
percentile) to align with an individual’s experience profile and reflect the complexities of certain roles.
|
Beneficial Owner
(1)
|
|
Amount and
Nature
|
|
|
|
Percent of
Class
|
Five Percent Shareholders:
|
|
|
|
|
|
|
Blackrock, Inc.
55 East 52
nd
Street
New York, NY 10022
|
|
8,166,690
|
|
(2)
|
|
13.4%
|
Vanguard Group, Inc.
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
|
6,073,567
|
|
(2)
|
|
10.0%
|
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
|
|
5,900,024
|
|
(2)
|
|
9.7%
|
Wellington Management Company, LLP
208 Congress Street
Boston, MA 02210
|
|
4,805,817
|
|
(2)
|
|
7.9%
|
Pzena Investment Management, LLC
320 Park Avenue, 8 th Floor New York, NY 10022 |
|
4,334,688
|
|
(2)
|
|
7.1%
|
|
|
|
|
|
|
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Named Executive Officers and Director Nominees:
|
|
|
|
|
|
|
Alfredo Altavilla, Director
|
|
3,000
|
|
|
|
*
|
Randal W. Baker, President and Chief Executive Officer
|
|
46,741
|
|
(3)
|
|
*
|
J. Palmer Clarkson, Director
|
|
1,335
|
|
(4)
|
|
*
|
Danny L. Cunningham, Director
|
|
10,349
|
|
(5)
|
|
*
|
Rick T. Dillon, Executive Vice President and Chief Financial Officer
|
|
9,991
|
|
(6)
|
|
*
|
E. James Ferland, Director
|
|
31,466
|
|
(7)
|
|
*
|
Richard D. Holder, Director
|
|
—
|
|
|
|
*
|
Roger A. Roundhouse, Executive Vice President, Engineered Components & Systems
|
|
53,223
|
|
(8)
|
|
*
|
John Jeffrey Schmaling, Executive Vice President, Industrial Tools & Services
|
|
—
|
|
|
|
*
|
Sidney S. Simmons, Director
|
|
1,418
|
|
(9)
|
|
*
|
Holly A. Van Deursen, Director
|
|
78,966
|
|
(10)
|
|
*
|
André L. Williams, Executive Vice President, Global Human Resources
|
|
2,775
|
|
(11)
|
|
*
|
|
|
|
|
|
|
|
Directors Not Continuing in Office:
|
|
|
|
|
|
|
Robert A. Peterson, Chair of the Board of Directors
|
|
139,764
|
|
(12)
|
|
*
|
|
|
|
|
|
|
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All Directors and Current Executive Officers as a group (14 persons)
|
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379,028
|
|
(13)
|
|
*
|
*
|
Less than 1%.
|
(1)
|
Unless otherwise noted, the specified person has sole voting power and/or dispositive power over the shares shown as beneficially owned.
|
(2)
|
Share ownership, as of September 30, 2018, based on a report issued to the Company by a third party service provider.
|
(3)
|
Includes 23 shares held in the 401(k) Plan. Excludes 2,268 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Baker does not have any voting or dipositive power with respect to the phantom stock units.
|
(4)
|
Includes 1,335 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
|
(5)
|
Includes 2,930 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018. Includes 5,007 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
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(6)
|
Includes 1,335 shares held in the 401(k) Plan. Excludes 804 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Dillon does not have any voting or dispositive power with respect to the phantom stock units.
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(7)
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Includes 11,029 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018. Also includes 9,160 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
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(8)
|
Includes 201 shares held in the 401(k) Plan. Also includes 15,567 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018. Excludes 1,099 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Roundhouse does not have any voting or dipositive power with respect to the phantom stock units.
|
(9)
|
Includes 1,418 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
|
(10)
|
Includes 6,025 shares held in an individual IRA account. Also, includes 54,679 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018.
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(11)
|
Excludes 135 phantom stock units held in the Employee Deferred Compensation Plan, which are settled in Actuant common stock no less than six months following termination of employment. Mr. Williams does not have any voting or dipositive power with respect to the phantom stock units.
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(12)
|
Includes 16,400 shares held in an individual IRA account and 6,000 shares held in trusts for his children. Also includes 63,329 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018. Also includes 33,544 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
|
(13)
|
Includes 16,400 shares held in an individual IRA account and 6,000 shares held in private trust accounts for children. Also includes 147,534 shares issuable pursuant to options exercisable currently or within 60 days of October 15, 2018. Also includes 53,178 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in Actuant common stock, generally within 60 days following the director’s termination of service.
|
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|
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Committees
|
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Committee Functions
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Audit
Danny L. Cunningham, Chair
Alfredo Altavilla
Richard D. Holder
Sidney S. Simmons
Fiscal 2018 Meetings
—10
|
|
• Manages oversight responsibilities related to accounting policies, internal control, financial reporting practices and legal and regulatory compliance
|
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• Reviews the integrity of the Company’s financial statements
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|
• Reviews the independent auditor’s qualifications and independence
|
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• Reviews the performance of the Company’s internal audit function and the Company’s independent auditors
|
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• Maintains lines of communication between the Board and the Company’s financial management, internal auditors and independent accountants
|
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• Prepares the Audit Committee report to be included in the Company’s annual proxy statement
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• Conducts an annual evaluation of the performance of the Audit Committee
|
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Nominating & Corporate Governance
Robert A. Peterson, Chair
J. Palmer Clarkson
E. James Ferland
Sidney S. Simmons
Holly A. Van Deursen
Fiscal 2018 Meetings
—4
|
|
• Responsible for evaluating and nominating prospective members for the Board
|
|
• Exercises a leadership role in developing, maintaining and monitoring the Company’s corporate governance policies and procedures
|
|
|
• Conducts an annual assessment of the Board, Committees and Directors performance and contributions
|
|
|
• Conducts an annual evaluation of the performance of the Nominating & Corporate Governance Committee
|
|
Compensation
Holly A. Van Deursen, Chair
Alfredo Altavilla J. Palmer Clarkson
E. James Ferland
Richard D. Holder
Fiscal 2018 Meetings
—8
|
|
• Determines the compensation of executive officers and makes recommendations to the Board regarding Chief Executive Officer compensation.
|
|
• Administers annual (short-term) incentive compensation plans and equity-based (long-term) compensation programs maintained by the Company
|
|
|
• Makes recommendations to the Board with respect to the amendment, termination or replacement of incentive compensation plans and equity-based compensation programs
|
|
|
• Recommends to the Board the compensation for Board members and conducts an annual evaluation of the performance of the Compensation Committee
|
•
|
the needs of the Company with respect to the particular talents and experience of its directors;
|
•
|
the knowledge, skills and experience of nominees, including operational and leadership experience;
|
•
|
familiarity with the Company's markets, including international business experience;
|
•
|
financial literacy and expertise with accounting rules and practices;
|
•
|
the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and
|
•
|
the appropriate size of the Company’s Board.
|
•
|
Forward the communication to the director or directors to whom it is addressed;
|
•
|
Attempt to handle the inquiry directly, for example where it is a request for information about the Company or it is a common stock related matter; or
|
•
|
Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
|
•
|
The Company had sales of less than $0.1 million to subsidiaries of Babcock & Wilcox Enterprises, Inc. (B&W). Mr. Ferland was formerly President and Chief Executive Officer and a board member of B&W during part of fiscal year 2018 while also serving on our Board. All sales transactions with B&W were negotiated in the ordinary course of business on arms’-length terms and conditions, and Mr. Ferland did not participate in those transactions. Mr. Ferland no longer is employed by, or a director of, B&W.
|
•
|
Mr. Cunningham became a director of WEC Energy Group (“WEC”) in 2018. WEC is an electric and gas utility providing services to customers in Wisconsin, Illinois, Michigan and Minnesota, where several of the Company’s facilities and operations are located. In fiscal 2018, the Company made purchases of approximately $1.1 million from the utility and its affiliates. In addition, the Company sold less than $0.1 million of products to WEC and its affiliates during the year. All transactions were on an arms’-length basis. The Board has evaluated the relationship between the Company and WEC and has determined that it does not interfere with the exercise of Mr. Cunningham’s independent judgment.
|
•
|
On March 20, 2018, the Company entered into an agreement (the “Southeastern Agreement”) with Southeastern Asset Management (“Southeastern”) pursuant to which the Company and the Board agreed to elect J. Palmer Clarkson and Sidney S. Simmons to the Board. Additionally, Southeastern agreed that until the day following the 2019 annual meeting of shareholders it would not call or seek to call, or encourage any other party to call or seek to call, a special meeting of the shareholders of the Company.
|
•
|
a member of the Compensation Committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Compensation Committee; or
|
•
|
director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.
|
•
|
discussed with PricewaterhouseCoopers LLP the overall scope and plans for its audit;
|
•
|
met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examinations, the evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting;
|
•
|
reviewed and discussed the audited financial statements for the fiscal year ended
August 31, 2018
with the Company’s management and PricewaterhouseCoopers LLP;
|
•
|
discussed with PricewaterhouseCoopers LLP those matters required to be discussed by the Public Company Accounting Oversight Board ("PCAOB") Audit Standard No. 1301, Communications with Audit Committees and SEC Regulations S-X, Rule 2-07, Communications with Audit Committees; and
|
•
|
received the written disclosures and the letter from PricewaterhouseCoopers LLP required pursuant to Rule 3526, “Communication with Audit Committees Concerning Independence,” of the PCAOB and has discussed with PricewaterhouseCoopers LLP its independence.
|
•
|
Randal W. Baker, President and Chief Executive Officer
|
•
|
Rick T. Dillon, Executive Vice President and Chief Financial Officer
|
•
|
Roger A. Roundhouse, Executive Vice President, Engineered Components & Systems Segment
|
•
|
John Jeffrey Schmaling, Executive Vice President Industrial Tools & Services Segment
|
•
|
André L. Williams, Executive Vice President, Human Resources
|
•
|
Theodore C. Wozniak, Executive Vice President, Business Development
(1)
|
•
|
attract and retain highly experienced and committed executives who have the skills, education, business acumen and background to successfully lead a diversified industrial company;
|
•
|
motivate executives to demonstrate exceptional personal performance and consistently perform at or above expected levels during different business cycles;
|
•
|
provide balanced incentives for the achievement of near-term and long-term objectives, without incentivizing executives to take excessive risk.
|
|
|
Year Ended August 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(amounts in millions, except per share amounts)
|
||||||
Net Sales
|
|
$
|
1,183
|
|
|
$
|
1,096
|
|
Core Sales Change
(1) (3)
|
|
6
|
%
|
|
(4
|
)%
|
||
Adjusted Earnings Per Share
(2)(3)
|
|
$
|
1.09
|
|
|
$
|
0.83
|
|
Adjusted EBITDA
(3)
|
|
$
|
145
|
|
|
$
|
122
|
|
Free Cash Flow
(3)
|
|
$
|
100
|
|
|
$
|
68
|
|
Fiscal Year-end Stock Price
|
|
$
|
29.45
|
|
|
$
|
24.05
|
|
What We Do
|
|
What We Do Not Do
|
Use performance metrics to align pay with performance
|
|
Offer gross-ups of related excise taxes on executive severance agreements
|
Cap payouts under our annual cash bonus plan and performance share plans
|
|
Provide single-trigger change-in-control severance benefits
|
Have robust stock ownership guidelines for our CEO and NEOs
|
|
Pay dividends on unearned and unvested performance shares
|
Apply clawback provisions to annual cash bonus and equity awards for executives in case of financial restatement.
|
|
Reprice stock options
|
Engage an independent compensation consultant that reports to the Compensation Committee
|
|
Provide tax gross-ups in the event of a change in control
|
Prohibit short sales, hedging or pledging of our stock by our executive officers and directors
|
|
|
•
|
Reasonably comparable market capitalization and annual revenues
|
•
|
Global scope and complexity
|
•
|
End-market diversification
|
•
|
Similar growth strategies
|
Altra Industrial Motion Corp
|
Crane Co
|
IDEX Corp
|
Standex International Corp
|
AO Smith Corp
|
EnerSys
|
John Bean Technologies Corp
|
TriMas Corp
|
Barnes Group Inc
|
EnPro Industries, Inc
|
Kennametal Inc
|
Woodward, Inc
|
Belden Inc
|
Graco Inc
|
Lincoln Electric Holdings Inc
|
|
Brady Corp
|
Harsco Corp
|
Nordson Corp
|
|
Briggs & Stratton Corp
|
Hillenbrand, Inc
|
Rexnord Corp
|
|
|
|
Annual Bonus
Opportunity as a %
of Base Salary
|
|
Weighting of Components of
Target Annual Bonus
|
||||||||||||
Name
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actuant
Core Sales
|
|
Actuant EBITDA Margin %
|
|
Segment Core Sales
|
|
Segment EBITDA Margin %
|
|
Actuant Free Cash Flow
|
Randal W. Baker
|
|
0%
|
|
100%
|
|
200%
|
|
33.3%
|
|
33.3%
|
|
—
|
|
—
|
|
33.4%
|
Rick T. Dillon
|
|
0%
|
|
70%
|
|
140%
|
|
33.3%
|
|
33.3%
|
|
—
|
|
—
|
|
33.4%
|
Roger A. Roundhouse
|
|
0%
|
|
60%
|
|
120%
|
|
—
|
|
—
|
|
33.3%
|
|
33.3%
|
|
33.4%
|
John Jeffrey Schmaling
(1)
|
|
0%
|
|
60%
|
|
120%
|
|
33.3%
|
|
33.3%
|
|
—
|
|
—
|
|
33.4%
|
André L. Williams
|
|
0%
|
|
60%
|
|
120%
|
|
33.3%
|
|
33.3%
|
|
—
|
|
—
|
|
33.4%
|
Theodore C. Wozniak
(2)
|
|
0%
|
|
60%
|
|
120%
|
|
33.3%
|
|
33.3%
|
|
—
|
|
—
|
|
33.4%
|
(1)
|
In accordance with his offer letter dated January 24, 2018, Mr. Schmaling received a full year earned bonus payout. Due to significant restructuring efforts in the Industrial and Energy Segment, it was decided by the compensation committee to payout Mr. Schmaling on the Corporate scale.
|
(2)
|
Mr. Wozniak did not receive a bonus payout in fiscal 2018 due to his departure from the Company in December 2017.
|
|
|
Fiscal 2018 Bonus Scale
|
|
Fiscal 2018 Bonus Achievement
|
|||||||
|
|
Threshold
|
|
|
|
Target
|
Maximum
|
|
Result
|
|
Bonus Payout %
|
|
|
0%
|
|
50%
|
|
100%
|
200%
|
|
|
||
Consolidated Core Sales Metric
|
|
0.0%
|
|
1.5%
|
|
2.5%
|
5.5%
|
|
6.0%
|
|
200.0%
|
Consolidated EBITDA Margin % Metric
|
|
12.2%
|
|
12.9%
|
|
13.6%
|
15.6%
|
|
12.3%
|
|
7.7%
|
Fiscal Year
|
|
Annual Bonus Payout
|
2014
|
|
7%
|
2015
|
|
0%
|
2016
|
|
4%
|
2017
|
|
58%
|
2018
|
|
119%
|
Measure
|
|
Threshold
|
|
Target
|
|
Maximum
|
Vesting Scale (as a percentage of Target)
|
|
50%
|
|
100%
|
|
150%
|
Relative TSR Percentile
|
|
25th
|
|
50th
|
|
75th
|
Free Cash Flow Conversion
|
|
100%
|
|
115%
|
|
140%
|
Performance Period Ended
|
|
Target Shares
|
|
Actual Shares Vested
|
|
% of Target Shares Vested
|
August 31, 2016
|
|
4,699
|
|
2,963
|
|
63%
|
August 31, 2017
|
|
10,570
|
|
7,769
|
|
74%
|
August 31, 2018
(1)
|
|
6,353
|
|
6,939
|
|
109%
|
|
|
Threshold (50%)
|
|
Target (100%)
|
|
Maximum (150%)
|
|
Actual Relative TSR Percentile
|
|
Actual Vesting for Relative TSR Percentile
|
Relative TSR Percentile
|
|
25
th
|
|
50
th
|
|
75
th
|
|
33
rd
|
|
66%
|
|
|
Threshold (50%)
|
|
Target (100%)
|
|
Maximum (150%)
|
|
Actual Cash Flow Conversion
|
|
Actual Vesting for Free Cash Flow Conversion
|
Free Cash Flow Conversion
|
|
100%
|
|
115%
|
|
140%
|
|
148%
|
|
150%
|
|
|
2018 Performance Shares Grant
|
||||
Name
|
|
Threshold
|
|
Target
|
|
Maximum
|
Randal W. Baker
|
|
—
|
|
47,853
|
|
71,780
|
Rick T. Dillon
|
|
—
|
|
10,026
|
|
15,039
|
Roger A. Roundhouse
|
|
—
|
|
10,026
|
|
15,039
|
John Jeffrey Schmaling
|
|
—
|
|
10,191
|
|
15,287
|
André L. Williams
|
|
—
|
|
4,557
|
|
6,836
|
Theodore C. Wozniak
(1)
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
Non-Routine Stock Awards
|
|
|
||||||||||||||
Name
|
|
Year
|
|
Routine Stock Awards
|
|
Employment Transition Stock Awards
|
|
Retention Stock Awards
|
|
Matching Shares
(1)
|
|
Total Stock Awards
|
||||||||||
Randal W. Baker
|
|
2018
|
|
$
|
2,625,009
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,625,009
|
|
|
|
2017
|
|
2,374,977
|
|
|
—
|
|
|
—
|
|
|
282,500
|
|
|
2,657,477
|
|
|||||
|
|
2016
|
|
1,150,000
|
|
|
—
|
|
|
—
|
|
|
174,423
|
|
|
1,324,423
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rick T. Dillon
|
|
2018
|
|
$
|
549,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
549,987
|
|
|
|
2017
|
|
357,484
|
|
|
599,988
|
|
|
—
|
|
|
—
|
|
|
957,472
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Roger A. Roundhouse
|
|
2018
|
|
$
|
549,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
549,987
|
|
|
|
2017
|
|
337,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
337,986
|
|
|||||
|
|
2016
|
|
299,000
|
|
|
—
|
|
|
731,100
|
|
|
104,880
|
|
|
1,134,980
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
John Jeffrey Schmaling
(2)
|
|
2018
|
|
$
|
—
|
|
|
$
|
500,007
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
André L. Williams
|
|
2018
|
|
$
|
249,987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,987
|
|
|
|
2017
|
|
—
|
|
|
375,009
|
|
|
—
|
|
|
—
|
|
|
375,009
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Theodore C. Wozniak
(3)
|
|
2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2017
|
|
179,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,999
|
|
|||||
|
|
2016
|
|
149,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,998
|
|
(1)
|
The ability for NEOs to receive Matching Shares under the Program expired in March 2016 for all NEOs, with the exception of Mr. Baker who was provided matching eligibility through October 2016 in accordance with the terms of his offer letter dated February 24, 2016.
|
(2)
|
Mr. Schmaling received a new hire grant consistent with his offer letter dated January 18, 2018 which vests in equal installments over 3 years.
|
(3)
|
Mr. Wozniak did not receive a stock grant in fiscal 2018 due to his departure from the Company in December 2017.
|
Type of Benefit
|
|
NEOs
|
|
Certain Other
Executives and
High Level Managers
|
|
Most Other
Full Time Employees
|
401(k) Retirement Plan
|
|
ü
|
|
ü
|
|
ü
|
Supplemental Executive Retirement Plan (SERP)
|
|
ü
|
|
Selectively
|
|
Not Offered
|
Employee Deferred Compensation Plan
|
|
ü
|
|
ü
|
|
Selectively
|
Medical/Dental/Vision Insurance
|
|
ü
|
|
ü
|
|
ü
|
Annual Physical
|
|
ü
|
|
Selectively
|
|
Not Offered
|
Life and Disability Insurance
|
|
ü
|
|
ü
|
|
ü
|
Supplemental Life and Disability Insurance
|
|
ü
|
|
Selectively
|
|
Not Offered
|
Employee Stock Purchase Plan
|
|
ü
|
|
ü
|
|
ü
|
Vacation
|
|
ü
|
|
ü
|
|
ü
|
Tuition Reimbursement Plan
|
|
ü
|
|
ü
|
|
ü
|
Automobile Allowance/Leased Vehicle
|
|
ü
|
|
Selectively
|
|
Selectively
|
Financial Planning Services
|
|
ü
|
|
Selectively
|
|
Not Offered
|
Personal Use of Company Aircraft
|
|
ü
|
|
Selectively
|
|
Not Offered
|
Position
|
|
Multiple of Base Salary
Required to be held in
Actuant Stock
|
CEO
|
|
5X
|
Other NEOs
|
|
3X
|
Name & Principal Position
|
|
Year
|
|
Salary
($) |
|
Stock
Awards ($) (7) |
|
Option
Awards ($) (8) |
|
Annual Bonus
($) (9) |
|
Non-qualified
Deferred Compensation Earnings ($) (10) |
|
All Other
Compensation ($) (11) |
|
Total
($) |
||||||||||||||
Randal W. Baker
(1)
|
|
2018
|
|
$
|
867,000
|
|
|
$
|
2,625,009
|
|
|
$
|
—
|
|
|
$
|
1,028,262
|
|
|
$
|
2,226
|
|
|
$
|
134,350
|
|
|
$
|
4,656,847
|
|
President and Chief Executive Officer
|
|
2017
|
|
850,000
|
|
|
1,907,495
|
|
|
875,059
|
|
|
496,400
|
|
|
879
|
|
|
120,514
|
|
|
4,250,347
|
|
|||||||
|
|
2016
|
|
405,385
|
|
|
1,324,423
|
|
|
1,150,000
|
|
|
212,500
|
|
|
—
|
|
|
39,641
|
|
|
3,131,949
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rick T. Dillon
(2)
|
|
2018
|
|
$
|
463,500
|
|
|
$
|
549,987
|
|
|
$
|
—
|
|
|
$
|
384,798
|
|
|
$
|
—
|
|
|
$
|
157,706
|
|
|
$
|
1,555,991
|
|
Executive Vice President and Chief Financial Officer
|
|
2017
|
|
320,192
|
|
|
957,472
|
|
|
392,531
|
|
|
183,960
|
|
|
—
|
|
|
409,468
|
|
|
2,263,623
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Roger A. Roundhouse
(3)
|
|
2018
|
|
$
|
441,000
|
|
|
$
|
549,987
|
|
|
$
|
—
|
|
|
$
|
371,016
|
|
|
$
|
906
|
|
|
$
|
82,042
|
|
|
$
|
1,444,951
|
|
Executive Vice President - Engineered Components & Systems Segment
|
|
2017
|
|
420,000
|
|
|
337,986
|
|
|
182,000
|
|
|
299,376
|
|
|
908
|
|
|
54,368
|
|
|
1,294,638
|
|
|||||||
|
|
2016
|
|
405,000
|
|
|
1,134,980
|
|
|
160,991
|
|
|
—
|
|
|
583
|
|
|
59,709
|
|
|
1,761,263
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
John Jeffrey Schmaling
(4)
|
|
2018
|
|
$
|
233,654
|
|
|
$
|
500,007
|
|
|
$
|
—
|
|
|
$
|
320,220
|
|
|
$
|
—
|
|
|
$
|
38,075
|
|
|
$
|
1,091,956
|
|
Executive Vice President - Industrial Tools & Services Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
André L. Williams
(5)
|
|
2018
|
|
$
|
330,000
|
|
|
$
|
249,987
|
|
|
$
|
—
|
|
|
$
|
234,828
|
|
|
$
|
—
|
|
|
$
|
53,888
|
|
|
$
|
868,703
|
|
Executive Vice President - Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Theodore C. Wozniak
(6)
|
|
2018
|
|
$
|
153,231
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,679
|
|
|
$
|
590,496
|
|
|
$
|
789,406
|
|
Executive Vice President, Business Development
|
|
2017
|
|
415,000
|
|
|
179,999
|
|
|
179,966
|
|
|
145,416
|
|
|
45,011
|
|
|
67,155
|
|
|
1,032,547
|
|
|||||||
|
|
2016
|
|
405,000
|
|
|
210,418
|
|
|
150,004
|
|
|
8,465
|
|
|
47,971
|
|
|
56,313
|
|
|
878,171
|
|
(1)
|
Mr. Baker joined the company in March 2016 and therefore his base salary in 2016 represents actual salary earned since then. Fiscal 2016 stock awards include the non-routine awards described on page 21. Mr. Baker's fiscal 2016 annual bonus was the minimum bonus awarded in his offer letter dated February 24, 2016.
|
(2)
|
Mr. Dillon joined the Company in December 2016 and therefore base salary represents actual salary earned since then. His annual salary at August 31, 2017 was $450,000. Mr. Dillon also received a $600,000 restricted stock grant and $200,000 option grant upon joining the Company. Further, fiscal 2017 stock awards include the non-routine awards described on page 21. Mr. Dillon's fiscal 2017 annual bonus was based on full year bonus as stated in his offer letter dated November 10, 2017.
|
(3)
|
Mr. Roundhouse's fiscal 2016 stock awards include the non-routine awards described on page 21.
|
(4)
|
Mr. Schmaling joined the company in February 2018 and therefore his base salary in 2018 represents actual salary earned since then. His annual salary at August 31, 2018 was $450,000. Mr. Schmaling also received a $250,000 restricted stock grant and $250,000 performance share grant upon joining the Company. Further, fiscal 2018 stock awards include the non-routine awards described on page 21. Mr. Schmaling's fiscal 2018 annual bonus was based on full year bonus as stated in his offer letter dated January 18, 2018.
|
(5)
|
Mr. Williams was promoted to the Executive Vice President - Human Resources position on September 6, 2017.
|
(6)
|
Mr. Wozniak departed the company on December 31, 2017 and therefore fiscal 2018 base salary represents actual salary earned prior to his departure.
|
(7)
|
Amounts reflect the aggregate grant date fair value of restricted stock and Performance Share awards and Investment/Matching Restricted Stock as described in detail under “Non-Routine Stock Awards”. The amount was determined by multiplying the grant date fair value of the award by the number of restricted shares/units granted, or the number of Performance Shares awarded (assuming a payout at target). As described on page 19, Performance Share vesting ranges from 0% to 150% of target. At August 31, 2018, the value of outstanding unvested Performance Shares at the maximum payout of 150% is summarized in the following table:
|
Name
|
|
2018 Grant
|
|
2017 Grant
|
||||
Randal W. Baker
|
|
$
|
2,113,906
|
|
|
$
|
1,459,719
|
|
Rick T. Dillon
|
|
442,899
|
|
|
265,227
|
|
||
Roger A. Roundhouse
|
|
442,899
|
|
|
303,615
|
|
||
John Jeffrey Schmaling
|
|
450,187
|
|
|
-
|
|
||
André L. Williams
|
|
201,305
|
|
|
-
|
|
(8)
|
Amounts represent the aggregate grant date fair value of options utilizing a binomial pricing model. The amounts do not represent the realized or unrealized earnings or value earned in the respective year. Actual realization of value or earnings under equity compensation plans is related to common stock share price appreciation. No option grants were made in fiscal 2018.
|
(9)
|
Reflects amounts earned under the Annual Bonus plan. Amounts are paid in the first quarter of the subsequent fiscal year. For additional information on the Annual Bonus plan, see page 18.
|
(10)
|
Reflects the portion of interest earned in the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan that exceeds the SEC benchmark “market” rate of 2.28%, 3.09% and 3.55% in 2016, 2017 and 2018, respectively (120% of the applicable federal long term rate). See page 22 for information on the Employee Deferred Compensation Plan, and page 30 for NEO activity in this plan.
|
(11)
|
Reflects all other compensation, as summarized in the following table:
|
Name
|
|
Year
|
|
401(k) Core and Match
|
|
401(k) Restoration
(1)
|
|
SERP
(2)
|
|
Automobile Allowance
|
|
Supplemental Life & Disability Insurance
|
|
Executive Physical
|
|
Personal Use of Company Plane
(3)
|
|
Club Dues
|
|
Financial Planning
|
|
Relocation Expense
|
|
Other
(4)
|
|
Total
|
||||||||||||||||||||||||
Randal W. Baker
|
|
2018
|
|
$
|
12,375
|
|
|
$
|
32,625
|
|
|
$
|
54,301
|
|
|
$
|
10,414
|
|
|
$
|
4,083
|
|
|
$
|
7,753
|
|
|
$
|
12,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134,350
|
|
|
|
2017
|
|
12,150
|
|
|
23,925
|
|
|
42,500
|
|
|
7,182
|
|
|
4,083
|
|
|
4,874
|
|
|
25,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,514
|
|
||||||||||||
|
|
2016
|
|
12,150
|
|
|
4,212
|
|
|
16,215
|
|
|
—
|
|
|
2,739
|
|
|
4,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,641
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Rick T. Dillon
|
|
2018
|
|
$
|
12,375
|
|
|
$
|
11,184
|
|
|
$
|
19,284
|
|
|
$
|
12,303
|
|
|
$
|
4,936
|
|
|
$
|
6,086
|
|
|
$
|
15,500
|
|
|
$
|
—
|
|
|
$
|
6,310
|
|
|
$
|
69,728
|
|
|
$
|
—
|
|
|
$
|
157,706
|
|
|
|
2017
|
|
12,150
|
|
|
10,656
|
|
|
9,606
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
|
—
|
|
|
65,056
|
|
|
300,000
|
|
|
409,468
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Roger A. Roundhouse
|
|
2018
|
|
$
|
12,375
|
|
|
$
|
13,893
|
|
|
$
|
29,324
|
|
|
$
|
17,226
|
|
|
$
|
4,838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,385
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,041
|
|
|
|
2017
|
|
12,150
|
|
|
4,494
|
|
|
16,592
|
|
|
10,633
|
|
|
3,916
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,583
|
|
|
—
|
|
|
—
|
|
|
54,368
|
|
||||||||||||
|
|
2016
|
|
12,150
|
|
|
4,044
|
|
|
15,992
|
|
|
9,479
|
|
|
3,577
|
|
|
7,507
|
|
|
—
|
|
|
—
|
|
|
6,960
|
|
|
—
|
|
|
—
|
|
|
59,709
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
John Jeffrey Schmaling
|
|
2018
|
|
$
|
10,090
|
|
|
$
|
—
|
|
|
$
|
9,346
|
|
|
$
|
16,053
|
|
|
$
|
2,586
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
André L. Williams
|
|
2018
|
|
$
|
12,107
|
|
|
$
|
3,703
|
|
|
$
|
19,672
|
|
|
$
|
8,272
|
|
|
$
|
2,572
|
|
|
$
|
7,562
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Theodore C. Wozniak
|
|
2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,625
|
|
|
$
|
—
|
|
|
$
|
6,168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,665
|
|
|
$
|
563,038
|
|
|
$
|
590,496
|
|
|
|
2017
|
|
12,150
|
|
|
4,650
|
|
|
25,200
|
|
|
11,744
|
|
|
4,610
|
|
|
—
|
|
|
8,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,155
|
|
||||||||||||
|
|
2016
|
|
12,150
|
|
|
4,072
|
|
|
20,025
|
|
|
11,692
|
|
|
4,049
|
|
|
4,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,313
|
|
(1)
|
Represents Company Restoration Contribution to the Employee Deferred Compensation Plan, as described on page 22.
|
(2)
|
Represents Company contribution to the SERP plan as described on page 22.
|
(3)
|
The income for personal use of the Company plane was determined by calculating the incremental cost including fuel, pilot and other variable costs.
|
(4)
|
Represents termination/severance amounts in fiscal 2018 for Mr. Wozniak and sign-on bonus in fiscal 2017 for Mr. Dillon.
|
|
|
Grant
Date |
|
Estimated Future Payouts Under Annual Bonus
(1)
|
|
Estimated Future Vesting
Under Equity Incentive Plan Awards (2) |
|
All Other
Stock Awards: Number of Shares (#) (3) |
|
All Other
Option Awards: Number of Securities Underlying Options (#) (4) |
|
Exercise
or Base Price of Option Awards ($/Sh) |
|
Grant Date
Fair Value of Stock and Option Awards ($) (5) |
||||||||||||||||||||||
Name
|
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||||||||||||||||||||
Randal W. Baker
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,661
|
|
|
33,992
|
|
|
—
|
|
|
—
|
|
|
$
|
28.96
|
|
|
$
|
656,263
|
|
||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,192
|
|
|
37,788
|
|
|
—
|
|
|
—
|
|
|
26.05
|
|
|
656,252
|
|
||||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,191
|
|
|
—
|
|
|
26.15
|
|
|
1,312,495
|
|
||||
|
|
n/a
|
|
—
|
|
|
$
|
867,000
|
|
|
$
|
1,734,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Rick T. Dillon
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,748
|
|
|
7,122
|
|
|
—
|
|
|
—
|
|
|
$
|
28.96
|
|
|
$
|
137,502
|
|
||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,278
|
|
|
7,917
|
|
|
—
|
|
|
—
|
|
|
26.05
|
|
|
137,492
|
|
||||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,516
|
|
|
—
|
|
|
26.15
|
|
|
274,993
|
|
||||
|
|
n/a
|
|
—
|
|
|
$
|
324,450
|
|
|
$
|
648,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Roger A. Roundhouse
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,748
|
|
|
7,122
|
|
|
—
|
|
|
—
|
|
|
$
|
28.96
|
|
|
$
|
137,502
|
|
||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,278
|
|
|
7,917
|
|
|
—
|
|
|
—
|
|
|
26.05
|
|
|
137,492
|
|
||||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,516
|
|
|
—
|
|
|
26.15
|
|
|
274,993
|
|
||||
|
|
n/a
|
|
—
|
|
|
$
|
264,600
|
|
|
$
|
529,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
John Jeffrey Schmaling
(6)
|
|
2/12/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,826
|
|
|
7,239
|
|
|
—
|
|
|
—
|
|
|
$
|
25.90
|
|
|
$
|
124,993
|
|
||
|
|
2/12/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,365
|
|
|
8,048
|
|
|
—
|
|
|
—
|
|
|
23.30
|
|
|
125,005
|
|
||||
|
|
2/12/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,730
|
|
|
—
|
|
|
23.30
|
|
|
250,009
|
|
||||
|
|
n/a
|
|
—
|
|
|
$
|
270,000
|
|
|
$
|
540,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
André L. Williams
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,158
|
|
|
3,237
|
|
|
—
|
|
|
—
|
|
|
$
|
28.96
|
|
|
$
|
62,496
|
|
||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,399
|
|
|
3,599
|
|
|
—
|
|
|
—
|
|
|
26.05
|
|
|
62,494
|
|
||||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,780
|
|
|
—
|
|
|
26.15
|
|
|
124,997
|
|
||||
|
|
n/a
|
|
—
|
|
|
$
|
198,000
|
|
|
$
|
396,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Theodore C. Wozniak
|
|
n/a
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These columns show the range of payouts under the fiscal 2018 Annual Bonus plan described on page 18. The actual bonuses earned under this plan are included in the Summary Compensation Table on page 25. Since Mr. Wozniak departed the Company effective December 2017, he was not eligible for a 2018 bonus and therefore bonus payout ranges are not provided.
|
(2)
|
Reflects Performance Shares granted in fiscal 2018 under the Company’s 2017 Omnibus Plan. Refer to page 19 “Equity Compensation-Performance Based Restricted Stock” for further details on these awards.
|
(3)
|
Reflects restricted stock granted in fiscal 2018 under the Company’s 2017 Omnibus Plan.
|
(4)
|
No option grants were made in fiscal 2018
|
(5)
|
The fair value of restricted stock awards is based on the market price of the shares on the grant date or a simulation model (Monte Carlo), depending on the type of performance condition, while the fair value of the option awards is determined using a binomial pricing model. Refer to our Annual Report on Form 10-K for details regarding assumptions utilized to value share based awards.
|
(6)
|
Mr. Schmaling joined the Company in February 2018, but his annual bonus opportunity was not pro-rated based on actual months employed. Mr. Schmaling also received a $250,000 restricted stock grant and $250,000 performance share grant upon joining the Company.
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Performance Awards
(2)
|
|||||||||||||||||||||||
Name
|
|
Date of
Grant
|
|
Number of
Securities
Underlying
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Options (#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(1)
|
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(1)
|
|||||||||||
Randal W. Baker
|
|
3/21/2016
|
|
—
|
|
|
120,441
|
|
|
$
|
24.42
|
|
(4)
|
3/21/2026
|
|
|
47,092
|
|
|
$
|
1,386,859
|
|
(4)
|
|
—
|
|
|
—
|
|
|
|
|
4/4/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,031
|
|
|
59,813
|
|
(6)
|
|
—
|
|
|
—
|
|
|||
|
|
7/11/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,397
|
|
|
158,942
|
|
(6)
|
|
—
|
|
|
—
|
|
|||
|
|
10/14/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
|
368,125
|
|
(6)
|
|
—
|
|
|
—
|
|
|||
|
|
10/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
33,044
|
|
|
$
|
973,146
|
|
||
|
|
1/16/2017
|
|
—
|
|
|
73,130
|
|
|
26.95
|
|
(4)
|
1/16/2027
|
|
|
21,646
|
|
|
637,475
|
|
(5)
|
|
—
|
|
|
—
|
|
|||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
47,853
|
|
|
1,409,271
|
|
|||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,191
|
|
|
1,478,125
|
|
(5)
|
|
—
|
|
|
—
|
|
|||
Rick T. Dillon
|
|
12/27/2016
|
|
—
|
|
|
18,980
|
|
|
$
|
26.95
|
|
(4)
|
12/27/2026
|
|
|
11,131
|
|
|
$
|
327,808
|
|
(3)
|
|
—
|
|
|
—
|
|
|
|
|
1/16/2017
|
|
—
|
|
|
16,090
|
|
|
26.95
|
|
(4)
|
1/16/2027
|
|
|
4,762
|
|
|
140,241
|
|
(5)
|
|
6,004
|
|
|
$
|
176,818
|
|
||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10,026
|
|
|
295,266
|
|
|||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,516
|
|
|
309,696
|
|
(5)
|
|
—
|
|
|
—
|
|
|||
Roger A. Roundhouse
|
|
5/5/2014
|
|
7,331
|
|
|
—
|
|
|
$
|
33.93
|
|
|
5/5/2024
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||
|
|
1/20/2015
|
|
8,236
|
|
|
8,235
|
|
|
22.98
|
|
(4)
|
1/20/2025
|
|
|
3,236
|
|
|
$
|
95,300
|
|
(4)
|
|
—
|
|
|
—
|
|
||
|
|
4/6/2015
|
|
—
|
|
|
6,000
|
|
|
24.46
|
|
(7)
|
4/6/2025
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
10/30/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,600
|
|
|
135,470
|
|
(6)
|
|
—
|
|
|
—
|
|
|||
|
|
1/19/2016
|
|
—
|
|
|
19,430
|
|
|
21.41
|
|
(4)
|
1/19/2026
|
|
|
7,519
|
|
|
221,435
|
|
(4)
|
|
—
|
|
|
—
|
|
|||
|
|
3/17/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,668
|
|
|
196,373
|
|
(5)
|
|
10,000
|
|
|
$
|
294,500
|
|
||
|
|
10/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6,873
|
|
|
202,410
|
|
|||
|
|
1/16/2017
|
|
—
|
|
|
15,210
|
|
|
26.95
|
|
(4)
|
1/16/2027
|
|
|
4,502
|
|
|
132,584
|
|
(5)
|
|
—
|
|
|
—
|
|
|||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10,026
|
|
|
295,266
|
|
|||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/22/2028
|
|
|
10,516
|
|
|
309,696
|
|
(5)
|
|
—
|
|
|
—
|
|
|||
John Jeffrey Schmaling
|
|
2/12/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,730
|
|
|
$
|
315,999
|
|
(5)
|
|
10,191
|
|
|
$
|
300,125
|
|
|
André L. Williams
|
|
1/16/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,277
|
|
|
$
|
273,208
|
|
(5)
|
|
—
|
|
|
—
|
|
||
|
|
10/17/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4,557
|
|
|
$
|
134,204
|
|
||
|
|
1/22/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,780
|
|
|
140,771
|
|
(5)
|
|
—
|
|
|
—
|
|
|||
Theodore C. Wozniak
|
|
1/9/2009
|
|
4,250
|
|
|
—
|
|
|
—
|
|
(8)
|
1/9/2019
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
1/12/2010
|
|
9,250
|
|
|
—
|
|
|
—
|
|
(8)
|
1/12/2020
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
1/14/2011
|
|
15,700
|
|
|
—
|
|
|
—
|
|
(8)
|
1/14/2021
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
1/9/2012
|
|
12,000
|
|
|
—
|
|
|
—
|
|
(8)
|
1/9/2022
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
1/14/2013
|
|
9,982
|
|
|
—
|
|
|
—
|
|
(8)
|
1/14/2023
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
1/19/2016
|
|
18,104
|
|
|
—
|
|
|
—
|
|
(8)
|
1/19/2026
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
1/16/2017
|
|
15,040
|
|
|
—
|
|
|
—
|
|
(8)
|
1/16/2027
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
(1)
|
Market value of restricted stock awards and Performance Shares has been computed by multiplying the $29.45 closing price of the Company’s common stock on August 31, 2018 (the last trading day of fiscal 2018) by the number of shares awarded.
|
(2)
|
With the exception of the March 17, 2016 grant to Mr. Roundhouse, awards represent Performance Shares (at target) that include a three-year performance period and vest based on achievement of an absolute Free Cash Flow Conversion target and the Company’s TSR percentile relative to the S&P 600 SmallCap Industrial Index. Subsequent to August 31, 2018 and the completion of the three year performance period, the 2016 Performance Share grant (granted on October 19, 2015) vested at 109% of the target level. See “Equity Compensation-Performance Based Restricted Stock” on page 19 for additional details. The March 17, 2016 award to Mr. Roundhouse vests on March 17, 2019 if certain segment-specific EBITDA targets are achieved by August 31, 2018.
|
(3)
|
Restricted stock vests in equal installments over a two year period.
|
(4)
|
Fifty percent of the share based award vests on the third anniversary and the balance on the fifth anniversary of the grant date.
|
(5)
|
Restricted stock vests in equal installments over a three year period.
|
(6)
|
Restricted stock received in connection with the Investment/Matching Restricted Stock Program vests on the third anniversary of the grant date.
|
(7)
|
Stock options become exercisable on the fifth anniversary of the grant date.
|
(8)
|
Mr. Wozniak departed the Company in December 2018. As a condition of his termination, all of Mr. Wozniak's unvested restricted stock and stock options were fully vested.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares
Acquired on Exercise (#)
|
|
Value
Realized on Exercise ($) (1) |
|
Number of Shares
Acquired on Vesting (#)
|
|
Value Realized
on Vesting ($) (1) |
||||||
Randal W. Baker
|
|
—
|
|
|
$
|
—
|
|
|
10,822
|
|
|
$
|
101,175
|
|
Rick T. Dillon
|
|
—
|
|
|
—
|
|
|
13,513
|
|
|
121,921
|
|
||
Roger A. Roundhouse
|
|
—
|
|
|
—
|
|
|
15,156
|
|
|
132,253
|
|
||
John Jeffrey Schmaling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
André L. Williams
|
|
—
|
|
|
—
|
|
|
4,638
|
|
|
47,574
|
|
||
Theodore C. Wozniak
|
|
7,000
|
|
|
69,440
|
|
|
34,538
|
|
|
311,570
|
|
(1)
|
Value realized on exercise of stock options reflects the difference between the option exercise price and the market price at exercise multiplied by the number of shares, while the value realized on the vesting of restricted stock awards reflects the number of shares vested multiplied by the market price of the stock on the vest date.
|
Name
|
|
NEO
Contributions
in Fiscal 2018
(1)
|
|
Actuant
Contributions
|
|
Aggregate
Investment Earnings
in Fiscal 2018
|
|
Aggregate
Withdrawals
and
Distributions
|
|
Aggregate
Balance at
August 31,
2018
(4)
|
||||||||||||||
Interest
(2)
|
|
Other
(3)
|
|
|||||||||||||||||||||
Randal W. Baker
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Compensation
|
|
$
|
43,056
|
|
|
$
|
32,625
|
|
|
$
|
5,016
|
|
|
$
|
3,386
|
|
|
$
|
—
|
|
|
$
|
174,534
|
|
Supplemental Executive Retirement
|
|
—
|
|
|
54,301
|
|
|
3,406
|
|
|
—
|
|
|
—
|
|
|
117,385
|
|
||||||
Rick T. Dillon
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Compensation
|
|
$
|
6,061
|
|
|
$
|
11,184
|
|
|
$
|
105
|
|
|
$
|
1,050
|
|
|
$
|
—
|
|
|
$
|
29,055
|
|
Supplemental Executive Retirement
|
|
—
|
|
|
19,284
|
|
|
518
|
|
|
—
|
|
|
—
|
|
|
29,407
|
|
||||||
Roger A. Roundhouse
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Compensation
|
|
$
|
—
|
|
|
$
|
13,893
|
|
|
$
|
—
|
|
|
$
|
2,754
|
|
|
$
|
—
|
|
|
$
|
31,346
|
|
Supplemental Executive Retirement
|
|
—
|
|
|
29,324
|
|
|
3,518
|
|
|
—
|
|
|
—
|
|
|
89,991
|
|
||||||
John Jeffrey Schmaling
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Compensation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental Executive Retirement
|
|
—
|
|
|
9,346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,346
|
|
||||||
André L. Williams
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Compensation
|
|
$
|
43,154
|
|
|
$
|
3,703
|
|
|
$
|
746
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,603
|
|
Supplemental Executive Retirement
|
|
—
|
|
|
19,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,672
|
|
||||||
Theodore C. Wozniak
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Compensation
|
|
$
|
36,266
|
|
|
$
|
—
|
|
|
$
|
70,362
|
|
|
$
|
71,400
|
|
|
$
|
—
|
|
|
$
|
1,375,176
|
|
Supplemental Executive Retirement
|
|
—
|
|
|
—
|
|
|
16,973
|
|
|
—
|
|
|
—
|
|
|
252,495
|
|
(1)
|
NEO contributions include employee elective deferrals of base salary, annual bonus or restricted stock units (in accordance with the 2017 Omnibus Incentive Plan).
|
(2)
|
Interest was earned on deferred balances at various rates based on the year that eligible compensation was deferred, with a rate of
6.02%
for calendar
2018
contributions. While the interest rates are above the SEC benchmark “market” rate (120% of the applicable federal long-term rate), the Company believes the rates are appropriate as they are reflective of the unsecured and unfunded nature of the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan. The rates are intended to approximate the rates the Company would pay for similar unsecured loans on the open market. Only the difference between the interest credited to the participant’s account and the SEC benchmark “market” rate of
3.55%
is included under the caption “Non-qualified Deferred Compensation Earnings” in the Summary Compensation Table on page 25.
|
(3)
|
Represents gain (loss) on Actuant stock and reinvested dividends included in each NEO’s deferred compensation account.
|
(4)
|
The aggregate balance of
August 31, 2018
represents the balance in each NEO’s participant account.
|
Plan Category
|
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(1)
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in First
Column)
(2)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
2,922,813
|
|
|
$
|
25.40
|
|
|
4,677,163
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,922,813
|
|
|
$
|
25.40
|
|
|
4,677,163
|
|
(1)
|
The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 1,612,535 stock options at a weighted average exercise price of $25.36, 156,541 stock appreciation rights at a weighted average exercise price of $25.83 (the number of actual shares issued will vary based on the stock price on the date of exercise), 951,883 restricted stock units and 201,854 Performance Shares (at target).
|
(2)
|
The number of securities remaining available for future issuance under equity compensation plans include 4,408,499 shares under the 2017 Omnibus Plan, 44,349 shares under the Actuant Corporation Deferred Compensation Plan and 224,315 shares under the Actuant Corporation 2010 Employee Stock Purchase Plan.
|
•
|
a material reduction in the base salary or annual bonus opportunity, or material reduction in the total value of the fringe benefits received by the executive from the Company from prior levels received at the time of a change in control or during the six month period prior to the change in control;
|
•
|
a material reduction in authority and responsibility or a material decrease in the same for the supervisor to whom the executive reports, from the levels existing at the time of a change in control or the six month period prior to the change in control; or
|
•
|
a change in the location or headquarters where the executive is expected to work that is 40 or more miles from the previous location existing at the time of the change in control or during the six month period preceding the change in control.
|
•
|
the acquisition by a person or group of more than 50% of our common stock;
|
•
|
the acquisition by a person or group of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross market value of all of the assets of the Company immediately before such acquisition; or
|
•
|
the acquisition by a person or group of 30% or more of the total voting power of the stock of the Company; or
|
•
|
a change in the majority of our Board without the endorsement of the existing Board members.
|
Name
|
|
Base
Salary
|
|
Annual
Bonus
(1)
|
|
Stock
Options
(2)
|
|
Stock
Awards
(3)
|
|
Benefits
(4)
|
|
Total
|
||||||||||||
Randal W. Baker
|
|
$
|
1,734,000
|
|
|
$
|
2,056,524
|
|
|
$
|
788,643
|
|
|
$
|
6,471,755
|
|
|
$
|
112,740
|
|
|
$
|
11,163,663
|
|
Rick T. Dillon
|
|
927,000
|
|
|
769,595
|
|
|
87,675
|
|
|
1,249,829
|
|
|
109,292
|
|
|
3,143,391
|
|
||||||
Roger A. Roundhouse
|
|
882,000
|
|
|
742,044
|
|
|
277,463
|
|
|
2,070,129
|
|
|
89,099
|
|
|
4,060,734
|
|
||||||
John Jeffrey Schmaling
|
|
900,000
|
|
|
630,000
|
|
|
—
|
|
|
616,123
|
|
|
106,635
|
|
|
2,252,758
|
|
||||||
André L. Williams
|
|
660,000
|
|
|
630,000
|
|
|
—
|
|
|
548,182
|
|
|
87,642
|
|
|
1,925,825
|
|
(1)
|
Actual payout will be based on the highest annual bonus target or highest annual paid bonus paid during the previous three years, multiplied by two.
|
(2)
|
Represents the intrinsic value (difference between the closing trading price at August 31, 2018 and exercise price, multiplied by the number of shares subject to the option) of unvested stock options with an exercise price less than $29.45 (i.e. options that are “in the money”).
|
(3)
|
Represents market value of unvested restricted stock based on the August 31, 2018 closing price of the Company’s common stock ($29.45).
|
(4)
|
Represents estimated costs to provide the welfare benefits and perquisites provided to the NEOs as described on page 22.
|
•
|
the median of the Annual Total Compensation of all our employees (other than our CEO), was $46,822; and,
|
•
|
the Annual Total Compensation of our CEO was $4,656,847
|
Committee
|
|
Member Fee
|
|
Chairperson Fee
|
||||
Audit
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
Compensation
|
|
10,000
|
|
|
10,000
|
|
||
Nominating & Governance
|
|
10,000
|
|
|
7,500
|
|
Name
|
|
Annual
Retainer ($)
|
|
Committee
Fees ($)
|
|
Chairman / Lead Director Fee ($)
|
|
Stock
Awards
($)
(1)
|
|
Option
Awards
($)
(1)
|
|
Total ($)
|
|
Outstanding
Stock
Options at
Fiscal Year
End (#)
|
|
Non-vested
Restricted
Stock at
Fiscal
Year End
(#)
|
||||||||||||||
Alfredo Altavilla
(2)
|
|
$
|
11,903
|
|
|
$
|
4,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,862
|
|
|
—
|
|
|
—
|
|
Gurminder S. Bedi
(3)
|
|
60,000
|
|
|
20,000
|
|
|
—
|
|
|
99,989
|
|
|
—
|
|
|
179,989
|
|
|
54,679
|
|
|
—
|
|
||||||
J. Palmer Clarkson
(2)
|
|
11,903
|
|
|
3,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,870
|
|
|
—
|
|
|
—
|
|
||||||
Danny L. Cunningham
|
|
60,000
|
|
|
15,000
|
|
|
15,000
|
|
|
99,989
|
|
|
—
|
|
|
189,989
|
|
|
2,930
|
|
|
3,831
|
|
||||||
E. James Ferland, Jr.
|
|
60,000
|
|
|
25,000
|
|
|
—
|
|
|
99,989
|
|
|
—
|
|
|
184,989
|
|
|
11,029
|
|
|
—
|
|
||||||
Richard D. Holder
|
|
60,000
|
|
|
25,000
|
|
|
—
|
|
|
99,989
|
|
|
—
|
|
|
184,989
|
|
|
—
|
|
|
3,831
|
|
||||||
R. Alan Hunter, Jr.
(3)
|
|
60,000
|
|
|
25,000
|
|
|
—
|
|
|
99,989
|
|
|
—
|
|
|
184,989
|
|
|
39,679
|
|
|
—
|
|
||||||
Robert A. Peterson
|
|
172,500
|
|
|
10,000
|
|
|
7,500
|
|
|
122,487
|
|
|
—
|
|
|
312,487
|
|
|
55,329
|
|
|
4,693
|
|
||||||
Sidney S. Simmons
(2)
|
|
11,903
|
|
|
4,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,862
|
|
|
—
|
|
|
—
|
|
||||||
Holly A. Van Deursen
|
|
60,000
|
|
|
20,000
|
|
|
10,000
|
|
|
99,989
|
|
|
—
|
|
|
189,989
|
|
|
54,679
|
|
|
3,831
|
|
||||||
Dennis K. Williams
(3)
|
|
60,000
|
|
|
25,000
|
|
|
—
|
|
|
99,989
|
|
|
—
|
|
|
184,989
|
|
|
28,959
|
|
|
—
|
|
(1)
|
Amounts represent the aggregate grant date fair value. The amounts do not correspond to the actual value that may be realized by our non-employee directors, as that is dependent on the long-term appreciation in the Company’s common stock. Refer to our Annual report on Form 10-K for details regarding assumptions utilized to value share based awards.
|
(2)
|
Mr. Altavilla, Mr. Clarkson and Mr. Simmons were appointed as Directors effective March 20, 2018.
|
(3)
|
Mr. Bedi, Mr. Hunter and Mr. Williams retired as Directors effective March 20, 2018.
|
|
|
Fiscal Year Ended
August 31, 2018 |
|
Fiscal Year Ended
August 31, 2017 |
||||
Audit Fees
|
|
$
|
2,598,100
|
|
|
$
|
2,315,700
|
|
Audit-Related Fees
|
|
81,300
|
|
|
—
|
|
||
Tax Compliance Fees
|
|
552,100
|
|
|
320,900
|
|
||
Tax Consulting Fees
|
|
957,600
|
|
|
990,900
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
|
|
$
|
4,189,100
|
|
|
$
|
3,627,500
|
|
|
|
|
|
TO VOTE BY INTERNET OR
|
|
|
||
|
|
|
|
TELEPHONE, SEE REVERSE SIDE
|
||||
|
|
|
|
OF THIS PROXY CARD.
|
|
|
|
1.
Election of
directors:
|
|
01 Alfredo Altavilla
|
|
05 E. James Ferland
|
|
¨
Vote FOR
|
|
¨
Vote WITHHELD
|
|
||
|
|
02 Randal W. Baker
|
|
06 Richard D. Holder
|
|
all nominees (except as marked)
|
|
from all nominees
|
|
|||
|
|
03 J. Palmer Clarkson
|
|
07 Sidney S. Simmons
|
|
|
|
|
||||
|
|
|
04 Danny L. Cunningham
|
|
08 Holly A. Van Deursen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
|
|
|
|
|
|
|
|||||
|
|
|
|
|
||||||||
|
2. Ratification of PricewaterhouseCoopers LLP as the Company's independent auditor.
|
¨
For
|
|
¨
Against
|
|
¨
Abstain
|
|
|||||
|
|
|
|
|
||||||||
|
3. Advisory vote to approve the compensation of our named executive officers.
|
¨
For
|
|
¨
Against
|
|
¨
Abstain
|
|
|||||
|
|
|||||||||||
|
4. In their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment thereof; all as set out in
|
|
||||||||||
Notice and Proxy Statement relating to the Annual Meeting, receipt of which is hereby acknowledged.
|
|
|||||||||||
|
|
|||||||||||
|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IMPORTANT – THIS PROXY MUST BE SIGNED AND DATED.
|
|
||||||||||
|
|
|
||||||||||
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature(s) in Box
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
proxy
|
|
This proxy is solicited on behalf of the Board of Directors for the Annual Meeting to be held on January 22, 2019.
Randal W. Baker and Rick T. Dillon, and each of them, are hereby authorized as Proxies, with full power of substitution, to represent and vote the Class A Common Stock of the undersigned at the Annual Meeting of Shareholders of ACTUANT CORPORATION, a Wisconsin corporation, to be held on January 22, 2019 at 8:00 a.m. Eastern Time at The Breakers, One South Country Road, Palm Beach, Florida, or at any adjournments thereof, with like effect as if the undersigned were personally present and voting, upon the matters indicated on the reverse side of this card.
|
|
|
|
|
|
:
|
|
(
|
|
*
|
INTERNET/MOBILE
|
|
PHONE
|
|
MAIL
|
www.proxypush.com/atu
|
|
1-866-883-3382
|
|
|
|
|
|
|
|
Use the Internet to vote your proxy
|
|
Use a touch-tone telephone to
|
|
Mark, sign and date your proxy
|
until 11:59 p.m. (CT) on
|
|
vote your proxy until 11:59 p.m. (CT)
|
|
card and return it in the
|
January 21, 2019
|
|
on January 21, 2019.
|
|
postage-paid envelope provided.
|
1 Year Actuant Chart |
1 Month Actuant Chart |
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