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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Best Buy Company | NYSE:BBY | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.64 | 0.87% | 73.98 | 74.68 | 73.14 | 73.30 | 810,105 | 18:00:35 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material pursuant to §240.14a-12
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BEST BUY CO., INC.
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(Name of Registrant as Specified In Its Charter)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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BEST BUY CO., INC.
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7601 Penn Avenue South
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Richfield, Minnesota 55423
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Time:
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9:00 a.m., Central Time, on Tuesday, June 14, 2016
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Place:
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Best Buy Corporate Campus — Convention Center
7601 Penn Avenue South
Richfield, Minnesota 55423
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Internet:
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Submit pre-meeting questions online by visiting
www.proxyvote.com
and view the live webcast of the Regular Meeting of Shareholders online at
www.investors.bestbuy.com
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Items of Business:
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1.
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To elect the ten directors listed herein to serve on our Board of Directors for a term of one year.
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2.
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To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2017.
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3.
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To conduct a non-binding advisory vote to approve our named executive officer compensation.
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4.
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To transact such other business as may properly come before the meeting.
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Record Date:
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You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April 18, 2016.
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Proxy Voting:
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Your vote is important. You may vote via proxy as a shareholder of record:
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1.
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By visiting
www.proxyvote.com
on the internet;
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2.
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By calling (within the U.S. or Canada) toll-free at
1-800-690-6903
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3.
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By signing and returning your proxy card if you have received paper materials.
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By Order of the Board of Directors
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Richfield, Minnesota
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Keith J. Nelsen
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May 3, 2016
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Secretary
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
REGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 14, 2016: |
This Notice of 2016 Regular Meeting of Shareholders and Proxy Statement and our Annual Report on
Form 10-K for the fiscal year ended January 30, 2016, are available at www.proxyvote.com. |
Help us make a difference by eliminating paper proxy mailings to your home or business. As permitted by rules adopted by the U.S. Securities and Exchange Commission ("SEC"), we are furnishing proxy materials to our shareholders primarily via the internet. On or about May 3, 2016, we mailed to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the internet or by telephone. Other shareholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet or have been mailed paper copies of our proxy materials and proxy card.
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Internet distribution of our proxy materials is designed to expedite receipt by our shareholders, lower the cost of the Regular Meeting of Shareholders and conserve precious natural resources. However, if you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive email notification with instructions to access these materials via the internet unless you elect otherwise.
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Doors open at 8:30 a.m. Central Time.
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Meeting starts at 9:00 a.m. Central Time.
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If you wish to attend the meeting in person, we are requesting that you RSVP and print your registration confirmation at
www.proxyvote.com —
select the "Request Meeting Admission" link. You will need a form of personal identification (such as a driver's license) along with either your printed meeting registration, Notice of Internet Availability, proxy card or proof of stock ownership to enter the Meeting. If your shares are held beneficially in the name of a bank, broker or other holder of record and you wish to be admitted to the Meeting, you must present proof of your ownership of Best Buy stock, such as a bank or brokerage account statement.
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You do not need to attend the meeting to vote if you submitted your proxy in advance of the meeting.
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Security measures may include bag search, bag scan, metal detector and hand-wand search.
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The use of cameras and recording devices is prohibited.
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If you are unable to attend the meeting in person, you can listen to the meeting live via the internet at
www.investors.bestbuy.com.
The webcast starts at 9:00 a.m. Central Time and a replay will be available until June 28, 2016.
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1.
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The election of the ten directors listed herein for a term of one year expiring in 2017;
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2.
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The ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2017;
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3.
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The non-binding advisory vote to approve our named executive officer compensation; and
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4.
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Such other business as may properly come before the Meeting.
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“FOR”
the election of directors as set forth in this proxy statement;
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“FOR”
the ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2017; and
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“FOR”
the non-binding advisory vote to approve our named executive officer compensation.
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vote via the internet or by telephone;
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properly submit a proxy card (even if you do not provide voting instructions); or
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attend the Meeting in person.
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Submitting a later-dated proxy prior to the Meeting (by mail, internet or telephone);
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Voting in person at the Meeting (attendance will not, by itself, revoke a proxy); or
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Providing written notice of revocation to Best Buy's Secretary at our principal office at any time before your shares are voted.
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1)
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Build on our strong industry position and multi-channel capabilities to move the existing business forward;
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2)
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Create greater efficiency and reduce waste throughout the business; and
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3)
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Advance key growth initiatives.
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1)
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Fairly skeptical that the latest products will actually do what is promised;
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2)
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Finding it difficult to pinpoint solutions available to best meet their needs;
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3)
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Frequently unaware of, or frustrated by, how to get the most out of their technology; and
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4)
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Struggling to make their technology work and find effective help when they need it.
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We continued to strengthen our Board composition in line with the needs of our business. In September 2015, we appointed Karen A. McLoughlin, chief financial officer of Cogizant Technology Solutions Corp., with a strong background in finance and information technology ("I.T.") services, to our Board. We also appointed Claudia F. Munce to serve as a director in March 2016. Ms. Munce spent over 30 years at IBM in their venture capital group and recently joined New Enterprise Associates as a venture advisor. The addition of Ms. McLoughlin and Ms. Munce not only
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Our Board continued to play a critical role in our strategic planning process. The Board placed a priority on guiding the development of the Company’s strategic direction as it enters the next phase of our transformation. In fiscal 2016, this review process included a budget and capital plan review at the beginning of the fiscal year and an extended strategic offsite mid-year to review and discuss management’s long-term plan for growing the Company and creating shareholder value. The Board’s strong mix of skills, experiences and perspectives relevant to our business has ensured a rigorous and active dialogue between the Board and management regarding the Company’s strategic plan and growth agenda.
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We successfully transitioned our Board leadership structure in order to support the strategic needs of our transformation. As announced last year, after 17 highly distinguished years on our Board (three of which he served as Chairman), Hatim Tyabji retired from our Board following the 2015 Regular Meeting of Shareholders (the "2015 Meeting"). Our CEO, Hubert Joly, assumed the role of Chairman, and Mr. Fradin (who joined our Board in 2013) began serving as our Lead Independent Director. To ensure the effectiveness of this structure, we employ corporate governance best practices, including Board meeting agendas proposed by the Chairman and reviewed by the Lead Independent Director, and executive sessions of the independent directors led by the Lead Independent Director at each regular Board meeting. We believe this leadership structure is ideally suited to this stage of our growth transformation.
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In addition to these developments, we continue to employ a strong framework of corporate governance practices. More information on our Corporate Governance policies and practices can be found in the
Corporate Governance
section of this proxy statement.
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Spring
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è
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Summer
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Follow-up engagement with proxy advisory firms and our largest shareholders to address important issues within our proxy statement in advance of the annual meeting.
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Review of feedback received from shareholders at our annual meeting and current trends in governance.
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é
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ê
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Winter
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Fall
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Review shareholder feedback from fall engagement with the Board and integration of feedback in governance practices and proxy disclosure.
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Primary engagement season with focus on our top 20 shareholders and proxy advisory firms through both in-person and telephonic conversations. Company participants include representatives from Legal, Investor Relations and Human Resources - Rewards.
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ç
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Name
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Age
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Director Since
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Position/Company
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Independence
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Current Committees
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Other For-Profit Directorships (*Public Company)
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Lisa M. Caputo
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52
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2009
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Executive Vice President, Marketing & Communications
The Travelers Companies, Inc.
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ü
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Nominating, Corporate Governance & Public Policy
Compensation & Human Resources
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—
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J. Patrick Doyle
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52
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2014
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President & CEO
Domino’s Pizza, Inc.
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ü
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Audit
Finance & Investment Policy
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Domino’s Pizza, Inc.*
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Russell P. Fradin
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60
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2013
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Operating Partner Clayton, Dubilier & Rice
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ü
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Compensation & Human Resources (Chair)
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—
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Kathy J. Higgins Victor
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59
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1999
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President & Founder
Centera Corporation
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ü
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Compensation & Human Resources
Nominating, Corporate Governance & Public Policy (Chair)
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—
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Hubert Joly
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56
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2012
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Chairman & CEO
Best Buy Co., Inc.
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—
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None
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Ralph Lauren Corporation*
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David W. Kenny
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54
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2013
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General Manager
IBM Watson, IBM
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ü
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Audit (Chair) Compensation & Human Resources
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SessionM
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Karen A. McLoughlin
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51
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2015
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Chief Financial Officer Cognizant Technology Solutions Corp.
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ü
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Audit Finance & Investment Policy
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—
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Thomas L. Millner
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62
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2014
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President & CEO
Cabela’s Inc.
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ü
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Audit
Nominating, Corporate Governance & Public Policy
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Cabela’s Inc.* Total Wine & More
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Claudia F. Munce
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56
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2016
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Venture Advisor New Enterprise Associates
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ü
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Audit Finance & Investment Policy
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Bank of the West
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Gérard R. Vittecoq
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67
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2008
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Group President & Executive Office Member (Retired)
Caterpillar, Inc.
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ü
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Audit
Finance & Investment Policy (Chair)
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Ariel Compressors
Vanguard Logistics Services
Mantrac Group
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Independence
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Average Tenure
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Average Age
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Gender Diversity
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90%
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4.7 years
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57 years
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40%
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Base Salary
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Bonus
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Performance Share Awards
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Time-Based Shares
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Stock Options
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Incentive Focus
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Short-Term
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Short-Term
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Long-Term
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Long-Term
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Long-Term
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Performance Period
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Ongoing
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Annual
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3 years
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Vest over 3 years
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Vest over 3 years, with a 10-year term
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Performance / Value Metrics
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N/A
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Compensable Enterprise Operating Income, Enterprise Comparable Sales, Renew Blue Priorities
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Total Shareholder Return ("TSR")
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Stock price appreciation
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Stock price appreciation
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Name and Principal Position
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Salary
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Stock
Awards
(1)
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Option
Awards
(1)
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Short-Term Incentive Plan Payout
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All Other
Compensation
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Total
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Hubert Joly
Chairman and
Chief Executive Officer
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$
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1,175,000
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$
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8,011,688
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$
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1,842,715
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$
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3,814,050
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$
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29,028
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$
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14,872,481
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Sharon L. McCollam
Chief Administrative and Chief Financial Officer
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$
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925,000
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$
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3,039,724
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$
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1,397,391
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$
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2,251,913
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$
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9,669
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$
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7,623,697
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Shari L. Ballard
President, U.S. Retail
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$
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790,385
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$
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2,672,270
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$
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1,228,476
|
|
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$
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1,927,311
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$
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24,641
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$
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6,643,083
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R. Michael Mohan
Chief Merchandising Officer
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$
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790,385
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$
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1,336,135
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$
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614,238
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$
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1,927,311
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$
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10,323
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$
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4,678,392
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Keith Nelsen
General Counsel and Secretary
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$
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640,385
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$
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1,102,314
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$
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506,742
|
|
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$
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1,027,899
|
|
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$
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10,482
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$
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3,287,822
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(1)
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The grant date fair value of an award is measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("ASC Topic 718"). The amounts reported have not been adjusted to eliminate service-based forfeiture assumptions. The other assumptions used in calculating these amounts are set forth in Note 7,
Shareholders' Equity
, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016.The grant date fair value for any performance share award is the value at the grant date of the probable outcome of the award.
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For the past five years, our shareholders have had an opportunity to share with us their opinion of our compensation practices through a non-binding advisory "Say on Pay" vote. These past five years have also been a time of significant transformation for the Company. After experiencing significant leadership transitions and challenges in fiscal 2012, we returned to our tradition of stable compensation practices, with a strong focus on performance outcomes. We believe that the shareholder voting results in the past three years reflect the Compensation & Human Resources Committee's approach to our compensation strategy, as well as the changes we made in consideration of shareholder feedback. This year, we again ask for our shareholders' support of our executive compensation practices and look forward to receiving feedback on our program and practices. For more information, see
Item No. 3 — Advisory Vote to Approve Named Executive Officer Compensation
in this proxy statement.
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Item Number
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Item Description
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Board Recommendation
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1
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Election of Directors
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For Each Nominee
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We have ten director nominees standing for election this year. You will find more information about our nominees' qualifications and experience starting on page
25
.
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2
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Ratification of Appointment of our Independent Registered Public Accounting Firm
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For
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We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2017.
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3
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Advisory Vote to Approve Named Executive Officer Compensation
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For
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For the sixth year, we are seeking advisory approval by our shareholders of our executive compensation program, the "Say on Pay" vote. In evaluating this proposal, please review our Compensation Discussion & Analysis ("CD&A"), which begins on page
40
, and describes how we have engaged with shareholders and the compensation decisions of our Compensation and Human Resources Committee.
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* For "Revenue - As Reported to Revenue - As Adjusted," "GAAP to non-GAAP" and "Return on Invested Capital" definitions and reconciliations, please refer to the schedules beginning on page
72
of this proxy statement.
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Selecting and evaluating the performance of our CEO (this duty is performed by the independent directors, with the Chairman and CEO abstaining from all discussions);
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Reviewing and approving major financial, strategic and operating decisions, and other significant actions;
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Overseeing the conduct of our business and the assessment of our business risks to evaluate whether our business is being properly managed;
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Overseeing the processes for maintaining the integrity of our financial statements and other public disclosures and complying with legal and ethical standards; and
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Planning for CEO succession and monitoring management's succession planning for other senior executives.
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Corporate Governance Principles.
Our Board has adopted Corporate Governance Principles as part of its commitment to good governance practices. These principles are available on our website at
www.investors.bestbuy.com.
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Annual Elections for Directors.
Each year, all directors stand for election by shareholders to serve for a one-year term.
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Majority Vote for Directors.
We have employed majority voting since our incorporation in 1966.
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Predominantly Independent.
All of our directors, other than the CEO, are independent.
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Lead Independent Director.
Our Corporate Governance Principles require us to have a Lead Independent Director with specific responsibilities to ensure independent oversight of management whenever our Chairman is not independent.
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Independent Committees.
Our Audit, Compensation & Human Resources and Nominating, Corporate Governance & Public Policy Committees are comprised exclusively of independent directors.
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Director Retirement Policy.
Our directors are required to retire at the expiration of their term upon reaching the age of 75 and must tender their resignation for consideration when their principal employment or affiliation changes.
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Outside Board Membership.
None of our director nominees serves on more than two public company boards.
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Anti-Hedging and Anti-Pledging Policies.
We prohibit both hedging and pledging of Company securities by directors and executive officers.
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Stock Ownership Guidelines.
Our directors and executive officers are required to comply with stock ownership guidelines.
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Shareholder Voting Rights.
We have no cumulative voting rights and our only class of voting shares is our common stock.
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Right to Call a Special Meeting.
A shareholder(s) must own 10% of the voting shares of our stock to call a special meeting, or 25% if the special meeting relates to a business combination or change in our Board composition.
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No Shareholder Rights Plan (commonly known as a "Poison Pill").
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Shareholder Support for Directors.
In 2015, all directors standing for re-election received over 97% support from shareholders.
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Board Attendance.
On average, our directors attended over 98% of fiscal 2016 Board and Board committee meetings.
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Related Party Transactions.
None of our directors are involved in a material related party transaction.
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Financial Experts.
All directors who served on our Audit Committee during fiscal 2016 qualify as financial experts.
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•
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Board Diversity.
Our Board places an emphasis on diverse representation among its members. Four of our ten director nominees are women.
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received (or whose immediate family member has received as a result of service as an executive officer) more than $120,000 during any 12-month period in direct compensation from Best Buy, other than director and committee fees and certain pension payments and other deferred compensation;
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been an employee of Best Buy;
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had an immediate family member who was an executive officer of Best Buy;
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personally worked on (or whose immediate family member has personally worked on) our audit as a partner or an employee of our internal or external auditors or independent registered public accounting firm; or
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been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee at that time included a present executive officer of Best Buy; or
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a partner or employee of our independent registered public accounting firm, or a director whose immediate family member is a partner of such firm or is employed by such firm and personally works on our audit; or
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an employee (or has an immediate family member who is an executive officer) of another company that has made payments to Best Buy, or received payments from Best Buy, for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.
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Committee
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Key Responsibilities
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Fiscal 2016 Members
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Number of Meetings held in Fiscal 2016
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Audit
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Assists the Board in its oversight of:
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David W. Kenny*†
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8
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the integrity of our financial statements and financial reporting processes;
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J. Patrick Doyle†
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our internal accounting systems and financial and operational controls;
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Karen A. McLoughlin†
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the qualifications and independence of our independent registered public accounting firm;
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Tommy Millner†
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the performance of our internal audit function and our independent registered public accounting firm;
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Gerard R. Vittecoq†
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the preparation of a report as required by the SEC to be included in this proxy statement;
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our legal compliance and ethics programs, our legal, regulatory and risk oversight requirements, including the major risks facing the Company (including risks related to finance, operations and cyber-security), and our Code of Business Ethics.
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Compensation & Human Resources
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Responsible for executive officer and director compensation, including the establishment of our executive officer and director compensation philosophies, evaluating the performance of our CEO, approving CEO and executive officer compensation, and preparation of a report as required by the SEC to be included in this proxy statement.
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Russell P. Fradin*
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5
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Lisa M. Caputo
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Responsible for succession planning and compensation-related risk oversight.
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Kathy J. Higgins Victor
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Approves and oversees the development and evaluation of equity-based and other incentive compensation and certain other employee benefit plans.
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David W. Kenny
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Finance & Investment Policy
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Provides oversight of, and advises the Board regarding, our financial policies and financial condition to help enable us to achieve our long-range goals.
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Gerard R. Vittecoq*
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8
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Evaluates and monitors the: (i) protection and safety of our cash and investments; (ii) achievement of reasonable returns on financial assets within acceptable risk tolerance; (iii) maintenance of adequate liquidity to support our activities; (iv) assessment of the cost and availability of capital; and (v) alignment of our strategic goals and financial resources.
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Bradbury H. Anderson**
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J. Patrick Doyle
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Responsible for ensuring we have adequate liquidity and approving certain significant contractual obligations.
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Karen A. McLoughlin
|
||
Nominating, Corporate Governance, & Public Policy
|
|
Reviews and recommends corporate governance principles to the Board, screens and presents qualified individuals for election to the Board, and oversees the evaluation of the performance of the Board and its committees.
|
Kathy J. Higgins Victor*
|
5
|
|
Assists the Board with general corporate governance, including Board organization, membership, training and evaluation.
|
Lisa M. Caputo
|
||
|
Oversees matters of public policy and corporate responsibility and sustainability that affect us domestically and internationally.
|
Tommy Millner
|
*
|
Chair
|
†
|
Designated as an "audit committee financial expert"
|
•
|
Key strategic risk factors, such as the competitive environment, strategic prioritization, and global brand issues, are considered by the full Board as part of the Board’s overall review of the Company’s strategy and strategic plans.
|
•
|
Risks associated with our financial reporting processes, legal and regulatory compliance, data privacy and security (including cyber-security) and other operational matters are reviewed by our Audit Committee.
|
•
|
Risks associated with our compensation plans, benefits and management succession are reviewed by our Compensation Committee.
|
•
|
Risks associated with our investment portfolio, capital markets and liquidity are reviewed by our Finance and Investment Policy Committee.
|
•
|
Risks associated with our Board processes, corporate governance, public policy and social responsibility are reviewed by our Nominating Committee.
|
•
|
metric-based pay;
|
•
|
time matching performance periods;
|
•
|
payment for outputs;
|
•
|
goal diversification;
|
•
|
stock ownership guidelines;
|
•
|
payment caps; and
|
•
|
clawbacks.
|
•
|
Amended and Restated Articles of Incorporation
|
•
|
Amended and Restated By-laws
|
•
|
Corporate Governance Principles
|
•
|
Audit Committee Charter
|
•
|
Compensation and Human Resources Committee Charter
|
•
|
Finance and Investment Policy Committee Charter
|
•
|
Nominating, Corporate Governance and Public Policy Committee Charter
|
•
|
Code of Business Ethics
|
•
|
Best Buy Co., Inc. 2014 Omnibus Incentive Plan
|
•
|
Policy for Shareholder Nomination of Candidates to Become Directors of the Company
|
•
|
Process for Communication with the Board
|
|
Lisa M. Caputo
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
Age:
52
|
|
l
|
Compensation & Human Resources Committee
|
|
|
None
|
|
Director Since:
|
|
l
|
Nominating, Corporate Governance & Public Policy Committee
|
|
|
|
|
December 2009
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Patrick Doyle
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
|
Age
: 52
|
|
l
|
Audit Committee
|
|
l
|
Domino's Pizza, Inc.*
|
|
|
Director Since:
|
|
l
|
Finance and Investment Policy Committee
|
|
|
|
|
|
October 2014
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kathy J. Higgins Victor
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
Age
: 59
|
|
l
|
Compensation & Human Resources Committee
|
|
|
None
|
|
|
|
|
|
|
|||
Director Since:
|
|
l
|
Nominating, Corporate Governance & Public Policy Committee (Chair)
|
|
|
|
|
November 1999
|
|
|
|
|
|
||
|
|
|
|
|
|
|
David W. Kenny
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
Age
: 54
|
l
|
Audit Committee (Chair)
|
|
l
|
SessionM
|
||
Director Since:
|
l
|
Compensation & Human Resources Committee
|
|
|
|
||
September 2013
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Karen A. McLoughlin
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
Age:
51
|
l
|
Audit Committee
|
|
|
None
|
||
Director Since:
|
l
|
Finance & Investment Policy Committee
|
|
||||
September 2015
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Thomas L. "Tommy" Millner
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
Age:
62
|
l
|
Audit Committee
|
|
l
|
Cabela's Inc.*
|
||
Director Since:
|
l
|
Nominating, Corporate Governance & Public Policy Committee
|
|
l
|
Total Wine & More
|
||
January 2014
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Claudia F. Munce
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
Age:
56
|
l
|
Audit Committee
|
|
l
|
Bank of the West
|
||
Director Since:
|
l
|
Finance &
Investment Policy Committee
|
|
||||
March 2016
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Gérard R. Vittecoq
|
Best Buy Committees:
|
Other For-Profit Directorships (*Public Company)
|
||||
Age
: 67
|
|
l
|
Audit Committee
|
|
l
|
Ariel Compressors
|
|
Director Since:
|
|
l
|
Finance & Investment Policy Committee (Chair)
|
|
l
|
Vanguard Logistics Services
|
|
September 2008
|
|
|
|
l
|
Mantrac Group
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Address
(1)
|
|
Number of Shares
Beneficially Owned
|
|
|
|
|
Percent of Shares
Beneficially Owned
|
|
|
Hubert Joly, Chairman and Chief Executive Officer
|
|
1,903,088
|
|
|
(2
|
)
|
|
*
|
|
Sharon L. McCollam, Chief Administrative Officer and Chief Financial Officer
|
|
441,803
|
|
|
(3
|
)
|
|
*
|
|
Shari L. Ballard, President, U.S. Retail
|
|
425,730
|
|
|
(4
|
)
|
|
*
|
|
R. Michael Mohan, Chief Merchandising Officer
|
|
401,101
|
|
|
(5
|
)
|
|
*
|
|
Keith J. Nelsen, General Counsel & Secretary
|
|
253,471
|
|
|
(6
|
)
|
|
*
|
|
Bradbury H. Anderson, Director
|
|
154,935
|
|
|
(7
|
)
|
|
*
|
|
Lisa M. Caputo, Director
|
|
40,266
|
|
|
(8
|
)
|
|
*
|
|
J. Patrick Doyle, Director
|
|
8,388
|
|
|
(9
|
)
|
|
*
|
|
Russell P. Fradin, Director
|
|
17,766
|
|
|
(10
|
)
|
|
*
|
|
Kathy J. Higgins Victor, Director
|
|
68,496
|
|
|
(11
|
)
|
|
*
|
|
David W. Kenny, Director
|
|
13,743
|
|
|
(12
|
)
|
|
*
|
|
Karen A. McLoughlin, Director
|
|
2,598
|
|
|
(13
|
)
|
|
*
|
|
Thomas L. Millner, Director
|
|
12,230
|
|
|
(14
|
)
|
|
*
|
|
Claudia F. Munce, Director
|
|
345
|
|
|
(15
|
)
|
|
*
|
|
Gérard R. Vittecoq, Director
|
|
41,450
|
|
|
(16
|
)
|
|
*
|
|
All current directors and executive officers, as a group (19 individuals)
|
|
3,934,777
|
|
|
(17
|
)
|
|
1.21%
|
|
Richard M. Schulze, Founder and Chairman Emeritus 3033 Excelsior Blvd., Suite 525 Minneapolis, MN 55416
|
|
44,152,196
|
|
|
(18
|
)
|
|
13.64
|
%
|
FMR LLC ("Fidelity") 245 Summer Street
Boston, MA 02210
|
|
40,526,297
|
|
|
(19
|
)
|
|
11.82
|
%
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
|
28,532,817
|
|
|
(20
|
)
|
|
8.32
|
%
|
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
|
|
28,053,911
|
|
|
(21
|
)
|
|
8.10
|
%
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
|
17,977,273
|
|
|
(22
|
)
|
|
5.20
|
%
|
*
|
Less than 1%.
|
(1)
|
The business address for all current directors and executive officers is 7601 Penn Avenue South, Richfield, Minnesota, 55423.
|
(2)
|
The figure represents: (a) 402,563 outstanding shares owned by Mr. Joly; (b) 371,000 restricted stock units, which Mr. Joly could convert to shares within 60 days of April 13, 2016; (c) 43,554 restricted shares subject to a time-based vesting schedule, which vest within 60 days of April 13, 2016; and (d) options to purchase 714,971 shares, which Mr. Joly could exercise within 60 days of April 13, 2016.
|
(3)
|
The figure represents: (a) 267,663 outstanding shares owned by Ms. McCollam; (b) 22,400 restricted shares subject to a time-based vesting schedule, which vest within 60 days of April 13, 2016; and (c) options to purchase 151,740 shares, which Ms. McCollam could exercise within 60 days of April 13, 2016.
|
(4)
|
The figure represents: (a) 44,013 outstanding shares owned by Ms. Ballard; (b) 6,637 restricted shares subject to a time-based vesting schedule, which vest within 60 days of April 13, 2016; and (c) options to purchase 375,080 shares, which Ms. Ballard could exercise within 60 days of April 13, 2016.
|
(5)
|
The figure represents: (a) 102,104 outstanding shares owned by Mr. Mohan; (b) 5,531 restricted shares subject to a time-based vesting schedule, which vest within 60 days of April 13, 2016; (c) 2,029 outstanding shares held in the name of the Trustee in connection with the Retirement Saving Plan for the benefit of Mr. Mohan; and (d) options to purchase 291,437 shares, which Mr. Mohan could exercise within 60 days of April 13, 2016.
|
(6)
|
The figure represents: (a) 27,781 outstanding shares owned by Mr. Nelsen; (b) 7,190 restricted shares subject to a time-based vesting schedule, which vest within 60 days of April 13, 2016; (c) 869 outstanding shares held in the name of the Trustee in connection with the Retirement Saving Plan for the benefit of Mr. Nelsen; and (d) options to purchase 217,631 shares, which Mr. Nelsen could exercise within 60 days of April 13, 2016.
|
(7)
|
The figure rep
resents: (a) 125,174 outstanding shares registered in the name of Mr. Anderson's spouse and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Anderson's spouse (Mr. Anderson has disclaimed beneficial ownership of these shares); (b) 11,995 outstanding shares owned by the Anderson Family Foundation, of which Mr. Anderson is a director; and (c
) 17,766 restricted stock units, which Mr. Anderson could convert to shares within 60 days of April 13, 2016.
|
(8)
|
The figure represents: (a) 10,000 outstanding shares owned by Ms. Caputo; (b) 17,766 restricted stock units, which Ms. Caputo could convert to shares within 60 days of April 13, 2016; and (c) options to purchase 12,500 shares, which Ms. Caputo could exercise within 60 days of April 13, 2016.
|
(9)
|
The figure represents 8,388 restricted stock units, which Mr. Doyle could convert to shares within 60 days of April 13, 2016.
|
(10)
|
The figure represents 17,766 restricted stock units, which Mr. Fradin could convert to shares within 60 days of April 13, 2016.
|
(11)
|
The figure represents: (a) 10,730 outstanding shares owned by Ms. Higgins Victor; (b) 17,766 restricted stock units, which Ms. Higgins Victor could convert to shares within 60 days of April 13, 2016; and (c) options to purchase 40,000 shares, which Ms. Higgins Victor could exercise within 60 days of April 13, 2016.
|
(12)
|
The figure represents 13,743 restricted stock units, which Mr. Kenny could convert to shares within 60 days of April 13, 2016.
|
(13)
|
Ms. McLoughlin received a prorated equity grant of 3,606 restricted stock units on September 24, 2015, following her appointment to the Board. These units will vest one year from the grant date. If she were to leave the Board voluntarily within 60 days of April 13, 2016, she could convert to shares up to 2,598 units of her grant.
|
(14)
|
The figure represents 12,230 restricted stock units, which Mr. Millner could convert to shares within 60 days of April 13, 2016.
|
(15)
|
Ms. Munce received a prorated equity grant of 1,383 restricted stock units on March 14, 2016, following her appointment to the Board. These units will vest one year from the grant date. If she were to leave the Board voluntarily within 60 days of April 13, 2016, she could convert to shares up to 345 units of her grant.
|
(16)
|
The figure represents: (a) 2,434 outstanding shares owned by Mr. Vittecoq; (b) 17,766 restricted stock units, which Mr. Vittecoq could convert to shares within 60 days of April 13, 2016; and (c) options to purchase 21,250 shares, which Mr. Vittecoq could exercise within 60 days of April 13, 2016.
|
(17)
|
The figure represents: (a) the outstanding shares, restricted stock units and options described in the preceding footnotes (2) thru (16); (b) 28,712 outstanding shares owned by other executive officers; (c) 20,221 restricted shares subject to time-based vesting schedules, which are held by other executive officers and which vest within 60 days of April 13, 2016; and (d) options to purchase 100,434 shares, which the other executive officers could exercise within 60 days of April 13, 2016.
|
(18)
|
Mr. Schulze is our Founder and Chairman Emeritus, but he is no longer a member of our Board and is not considered an executive officer. He is listed here due to his status as a beneficial owner of more than 5% of our common stock. The figure represents: (a) 1,732,500 outstanding shares owned by Mr. Schulze; (b) 24,520,994 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Schulze, of which up to $150 million in aggregate value of shares have been pledged by the trust as collateral to secure a line of credit; (c) 11,629,440 outstanding shares registered in the name of Mr. Schulze and co-trustees, and held by them as trustees of Grantor Retained Annuity Trusts for the benefit of Mr. Schulze and his family; (d) 1,143,043 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of the Sandra Schulze Grantor Retained Annuity Trust; (e) 950,169 outstanding shares held by a limited partnership of which Mr. Schulze is the sole general partner (Mr. Schulze has disclaimed beneficial ownership of these shares except to the extent of his pecuniary interest therein); (f) 252,312 outstanding shares held by a limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner; (g) 31,672 outstanding shares held by a limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner; (h) 12,309 outstanding shares registered in the name of Mr. Schulze's spouse and co-trustees, and held by them as trustees of trusts for the benefit of Mr. Schulze's spouse (Mr. Schulze has disclaimed beneficial ownership of these shares); (i) 183,726 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of the Sandra Schulze Revocable Trust dated June 14, 2001 (Mr. Schulze has disclaimed beneficial ownership of these shares); (j) 2,061 outstanding shares held in Mr. Schulze's individual retirement account; (k) 3,618,078 outstanding shares owned by The Richard M. Schulze Family Foundation, of which Mr. Schulze is the sole director; (l) 75,892 outstanding shares registered in the name of the Trustee in connection with the Retirement Saving Plan for the benefit of Mr. Schulze; and (m) options to purchase 7,500 shares, which he could exercise within 60 days of April 13, 2016.
|
(19)
|
As reported on the owner's most recent Schedule 13G filed with the SEC on February 12, 2016 to report ownership as of December 31, 2015. FMR LLC and certain related entities have sole voting power over 3,363,312 shares and sole dispositive power over 40,526,297 shares.
|
(20)
|
As reported on the owner's most recent Schedule 13G filed with the SEC on February 10, 2016 to report ownership as of December 31, 2015. The Vanguard Group has sole voting power over 548,647 shares, shared voting power over 31,600 shares, sole dispositive power over 27,940,460 shares and shared dispositive power over 592,357 shares.
|
(21)
|
As reported on the owner's most recent Schedule 13G filed with the SEC on January 26, 2016 to report ownership as of December 31, 2015. JPMorgan Chase & Co. has sole voting power over 25,757,775 shares, shared voting power over 39,362 shares, sole dispositive power over 27,998,484 shares and shared dispositive power over 55,367 shares.
|
(22)
|
As reported on the owner's most recent Schedule 13G filed with the SEC on January 22, 2016 to report ownership as of December 31, 2015. BlackRock, Inc. has sole voting power over 15,054,839 shares and sole dispositive power over 17,977,273 shares.
|
Service Type
|
|
Fiscal 2016
|
|
|
Fiscal 2015
|
|
||
Audit Fees
(1)
|
|
$
|
2,740,000
|
|
|
$
|
3,072,000
|
|
Audit-Related Fees
(2)
|
|
400,000
|
|
|
1,133,000
|
|
||
Tax Fees
(3)
|
|
50,000
|
|
|
45,000
|
|
||
Total Fees
|
|
$
|
3,190,000
|
|
|
$
|
4,250,000
|
|
(1)
|
Consists of fees for professional services rendered in connection with the audits of our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal years ended January 30, 2016, and January 31, 2015; the reviews of the consolidated financial statements included in each of our Quarterly Reports on Form 10-Q during those fiscal years; and consultations on accounting matters.
|
(2)
|
Consists primarily of fees for statutory audit filings, as well as the audits of our retirement savings plans and foundations.
|
(3)
|
Consists primarily of tax compliance services based on time and materials.
|
l
|
Hubert Joly, Chairman and Chief Executive Officer;
|
l
|
Sharon L. McCollam, Chief Administrative Officer and Chief Financial Officer;
|
l
|
Shari L. Ballard, President, U.S. Retail and Chief Human Resources Officer;
(1)
|
l
|
R. Michael Mohan, Chief Merchandising Officer; and
|
l
|
Keith J. Nelsen, General Counsel and Secretary.
|
ü
|
We tie pay to performance by setting clear financial goals and delivering the majority of compensation opportunity through variable incentives in which payout is based on performance against predetermined goals or absolute and relative changes in our stock price over time.
|
ü
|
We use multiple performance metrics that differ for long-term and short-term plans.
|
ü
|
Our short term incentive plan includes a minimum performance threshold that requires a minimal level of operating income be achieved before any aspect of the bonus plan may be earned.
|
ü
|
We review peer group market data when making executive compensation decisions.
|
ü
|
We have share ownership and trading guidelines for executive officers and Board members.
|
ü
|
We have anti-hedging and anti-pledging policies and clawback provisions.
|
ü
|
We have robust processes to identify and mitigate compensation risk.
|
ü
|
Our Compensation Committee uses an outside independent compensation consulting firm that performs no other services for the Company.
|
ü
|
We have a shareholder engagement program that covers, among other things, executive compensation issues.
|
ü
|
We provide shareholder feedback to the Compensation Committee, which considers the feedback when reviewing executive compensation programs and policies.
|
•
|
Our Domestic comparable sales increased, and
|
•
|
Our Domestic non-GAAP operating income rate improved 100 basis points to 4.1%.
|
•
|
Base Salaries:
We made base salary changes for Ms. Ballard and Messrs. Mohan and Nelsen due to market comparisons and in recognition of each of their increased or continued growth in their respective roles.
|
•
|
Short-Term Incentives:
We increased Ms. Ballard’s short-term incentive target payout percentage from 125 to 150% in recognition of her expanded role, and Mr. Mohan’s target payout percentage from 125 to 150% in acknowledgment of his continued progress in his role and to match the market.
|
•
|
Long-Term Incentives:
Our long-term incentive program changes included increased targets for the NEOs to reflect market practice and promote retention of key leadership during this critical period of transformation, as well as a one-time award for Ms. Ballard to acknowledge comparable rates for the increased scope of her responsibilities and impact of her contributions to our Company performance. In addition, we increased the stock ownership target for our CEO from 140,000 shares to 200,000 shares to further promote alignment of officer and shareholder interests.
|
•
|
Other Compensation:
The NEOs continue to receive the same employee benefits, perquisites and other rewards generally offered to our U.S.-based officers. We do not provide special pension benefits or other non-performance-based entitlements to the NEOs that are inconsistent with our compensation philosophy.
|
•
|
Base Salaries:
We made slight increases to the base salary rates for two of the NEOs in light of the scope of their roles and responsibilities.
|
•
|
Short-Term Incentives:
We made no changes to the short-term incentive plan target payout percentages for the NEOs.
|
•
|
Long-Term Incentives:
Our long-term incentive program changes focused on changing the “mix” of vehicles for the NEOs, other than the CEO, to reflect the stage of growth Best Buy is in currently and to promote performance and retention of key leadership. For fiscal 2017, the mix will be 50% time-based restricted shares and 50% performance share awards. We also added a performance requirement to the time-based restricted shares granted to our top executives to further align their interests with the shareholders’ interests.
|
•
|
Other Compensation:
No material changes were made to the employee benefits, perquisites or other rewards offered to our NEOs.
|
•
|
Pay-for-performance.
We tie pay to performance. The majority of executive pay is not guaranteed but instead is tied to performance metrics designed to drive shareholder value. If performance goals are not attained, no incentive compensation is paid.
|
•
|
Mitigate undue risk.
We mitigate undue risk by, among other things, utilizing caps on incentive award payments and vesting periods on potential equity payments, clawback provisions, restrictive covenants and multiple performance metrics. The Compensation Committee annually reviews our compensation risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company.
|
•
|
Independent Compensation Committee and Committee Consultant.
The Compensation Committee is comprised solely of independent directors. The Compensation Committee's independent compensation consultant is retained directly by the Compensation Committee and performs no other consulting or other services for the Company.
|
•
|
Shareholder engagement.
We routinely engage with shareholders regarding executive compensation and related issues.
|
•
|
Re-pricing of stock options.
Stock options may not, without the approval of our shareholders, be (i) amended to reduce their initial exercise price (except for adjustments in the case of a stock split or similar event); (ii) canceled and replaced by stock options having a lower exercise price; or (iii) canceled and replaced with cash or other securities.
|
•
|
Stock ownership and trading policies.
We have stock ownership guidelines for all of our executive officers. As of the end of fiscal 2016, each NEO was in compliance with the guidelines. We prohibit all employees, including the NEOs and members of the Board, from hedging Company securities. Executive officers and Board members are also prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account.
|
•
|
NEOs' benefits.
Our executive officers, including the NEOs, generally receive the same employee benefits as other officers. We do not have an executive retirement plan that provides extra benefits to the NEOs.
|
Key Participant
|
|
|
|
|
Compensation Committee
|
|
|
|
|
Role in Decision-Making Process
|
||||
Establishes our compensation objectives.
|
||||
|
||||
Determines, approves and oversees executive compensation, including the design, competitiveness and effectiveness of our compensation programs. Also oversees the development, evaluation and approval of incentive compensation, equity-based pay and other material employee benefit plans for all employees. The Compensation Committee may delegate its responsibility to oversee compensation employees other than for the NEOs or other Section 16 officers.
|
||||
|
||||
The Compensation Committee's charter is available on our website at
www.investors.bestbuy.com
.
|
||||
|
||||
Compensation Committee's Independent Compensation Consultant
|
||||
Role in Decision-Making Process
|
||||
Reviews the recommendations of management with the Compensation Committee to ensure that the recommendations are aligned with our objectives and are reasonable when compared to our market for executive and director talent.
|
||||
|
||||
Assists the Compensation Committee in the design of the variable incentive plans, the determination of the overall compensation mix, the selection of performance metrics and the setting of the performance goals and ranges.
|
||||
|
||||
Provides analysis and crafts recommendations for the Compensation Committee in the setting of CEO compensation opportunity.
|
||||
|
||||
Reviews the results of the compensation risk assessment with the Compensation Committee and identifies key takeaways.
|
||||
|
||||
Provides perspective on market practice and information about emerging trends.
|
||||
|
||||
The Compensation Committee has sole discretion and adequate funding to engage consultants in connection with compensation-related matters. Frederic W. Cook & Co., Inc. has served as the Compensation Committee's independent compensation consultant since the fall of 2012.
|
||||
|
||||
CEO
|
|
|
|
|
Role in Decision-Making Process
|
||||
Creates and presents recommendations to the Compensation Committee for our other executive officers and provides his perspective. Does not participate in or otherwise influence recommendations regarding his own compensation.
|
||||
|
|
|
|
|
Human Resources ("HR")
|
|
|
|
|
Role in Decision-Making Process
|
||||
Provides the Compensation Committee with market analytics in support of the CEO's recommendations for our executive officers, other than the CEO. Management does not make recommendations on CEO compensation. As necessary, HR engages outside consultants, including Willis Towers Watson & Co. for fiscal 2016, to assist with its analytics and recommendations.
|
||||
|
||||
Finance
|
||||
Role in Decision-Making Process
|
||||
Provides the Compensation Committee with financial analytics in support of the short- and long-term program design and target setting.
|
•
|
Business model: combination of physical retailers, e-commerce retailers, digital companies, global companies and iconic brands;
|
•
|
Size: revenue similar to ours;
|
•
|
Current peers: preference, but not obligation, toward consistency in an effort to maintain reliability from year to year in the results of our compensation analysis; and
|
•
|
Labor market consideration: companies that listed us as a peer.
|
Amazon.com, Inc.
|
The Home Depot, Inc.
|
Nordstrom, Inc.
|
Apple Inc.
|
Kohl's Corporation
|
Office Depot, Inc.
|
Costco Wholesale Corporation
|
Lowe's Companies Inc.
|
Staples, Inc.
|
eBay Inc.
|
Macy’s, Inc.
|
Target Corporation
|
Alphabet Inc.
|
Microsoft Corporation
|
Wal-Mart Stores, Inc.
|
(formerly known as Google Inc.)
|
Nike, Inc.
|
Walgreen Co.
|
Compensation Component
|
|
Key Characteristics
|
|
Purpose
|
|
Principal Fiscal 2016 Actions
|
Base Salary
|
|
Cash; reviewed annually and adjusted if appropriate.
|
|
Provide competitive, fixed compensation to attract and retain executive talent.
|
|
Base compensation increases for Messrs. Mohan and Nelsen and Ms. Ballard due to market factors.
|
Short-Term Incentive
("STI")
|
|
Cash. Variable compensation component. Performance-based award opportunity. Payable based on financial metrics.
|
|
Create a strong financial incentive for achieving or exceeding Company goals.
|
|
STI target percentage payout increases for Ms. Ballard and Mr. Mohan from 125 to 150%. Financial metrics for fiscal 2016 were enterprise comparable sales, enterprise operating income, North America “waste and efficiency,” U.S. online revenue growth and U.S. net promoter score. The NEOs received payouts equal to 162% of target.
|
Long-Term Incentive
("LTI")
|
|
Performance share awards, stock options and time-based restricted shares.
|
|
Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention.
|
|
LTI changes included increased targets for the NEOs to reflect market practice and promote retention of key leadership, and a one-time award for Ms. Ballard to align with market rates, the increased scope of her responsibilities and impact of her contributions over the past several years.
|
Health, Retirement and Other Benefits
|
|
Eligibility to participate in benefit plans generally available to our employees, including health, retirement, stock purchase, severance, paid time off, life insurance and disability plans.
|
|
Plans are part of our broad-based employee benefits program.
|
|
No material changes were made to the NEOs' health, retirement and other benefits in fiscal 2016.
|
Executive Benefits
|
|
Annual executive physical exam, supplemental long-term disability insurance, and tax planning/preparation services.
|
|
Provide competitive benefits to promote the health, well-being and financial security of our executive officers.
|
|
No material changes were made to the NEOs' benefits in fiscal 2016.
|
Base Salary
|
Name
|
|
Fiscal 2016 Annual Base Salary
|
|
|
Fiscal 2015 Annual Base Salary
|
|
|
Percent Change
|
||
Mr. Joly
|
|
$
|
1,175,000
|
|
|
$
|
1,175,000
|
|
|
0%
|
Ms. McCollam
|
|
$
|
925,000
|
|
|
$
|
925,000
|
|
|
0%
|
Ms. Ballard
|
|
$
|
800,000
|
|
|
$
|
700,000
|
|
|
14%
|
Mr. Mohan
|
|
$
|
800,000
|
|
|
$
|
700,000
|
|
|
14%
|
Mr. Nelsen
|
|
$
|
650,000
|
|
|
$
|
550,000
|
|
|
18%
|
Short-Term Incentive
|
STI Metric
|
|
Metric Weighting
|
|
Definition
|
Compensable Enterprise Operating Income
|
|
50%. Served as the minimum threshold for STI awards to be paid
|
|
Enterprise revenue less Enterprise cost of goods sold less Enterprise SG&A expenses.
|
Enterprise Comparable Sales
|
|
20%
|
|
Domestic revenue at websites, stores, and call centers operating for at least 14 full months, compared to revenue from similar channels open at least 14 full months in the prior fiscal year.
|
Renew Blue Priorities:
|
|
|
|
|
Waste and Efficiency
(1)
|
|
10%
|
|
Annualized net year-over-year cost savings (gross savings less reinvestment, compared to fiscal 2015 expense) of cost reduction actions put into effect in fiscal 2016.
|
U.S. Online Revenue Growth
|
|
10%
|
|
Total fiscal 2016 online revenue less total fiscal 2015 online revenue divided by total fiscal 2015 online revenue.
|
U.S. Net Promoter Score
|
|
10%
|
|
Customer experience metric in which customers (both purchasers and non-purchasers) are asked how likely they are to recommend Best Buy to a friend, colleague or family member; the percent of those likely to recommend less the percent of those unlikely to recommend is Net Promoter Score.
|
Metric ($ in millions)
|
|
Minimum
|
|
Target
|
|
Max
|
|
Actual Result
|
|
Metric Score
|
Compensable Enterprise Operating Income (50%)
(1)(2)
|
|
$1,408
|
|
$1,498
|
|
$1,678
|
|
$1,610
|
|
1.62
|
Fiscal 2015 Compensable Enterprise Operating Income (50%)
(1)(3)
|
|
$1,163
|
|
$1,353
|
|
$1,533
|
|
$1,523
|
|
1.94
|
Enterprise Comparable Sales (20%)
(4)
|
|
(0.06)%
|
|
0.4%
|
|
1.32%
|
|
0.9%
|
|
1.54
|
Fiscal 2015 Enterprise Comparable Sales (20%)
|
|
(1.0)%
|
|
0.52%
|
|
1.44%
|
|
.44%
|
|
0.91
|
Renew Blue Priorities:
|
|
|
|
|
|
|
|
|
|
|
Waste and Efficiency (10%)
|
|
$100
|
|
$120
|
|
$160
|
|
$154
|
|
1.83
|
Fiscal 2015 North America Cost Take Out (10%)
(5)
|
|
$360
|
|
$410
|
|
$460
|
|
$438
|
|
1.56
|
U.S. Digital Revenue Growth (10%)
|
|
5.95%
|
|
10.95%
|
|
20.95%
|
|
13.24%
|
|
1.22
|
Fiscal 2015 U.S. Digital Revenue Growth (10%)
|
|
20%
|
|
30%
|
|
40%
|
|
16.5%
|
|
—
|
U.S. Net Promoter Score
(6)
(10%) (for purchasers and non-purchasers)
|
|
35.4
|
|
35.7
|
|
36.4
|
|
38.5
|
|
2.00
|
Fiscal 2015 U.S. Net Promoter Score (10%) (for purchasers and non-purchasers)
|
|
35.5
|
|
36.5
|
|
38.5
|
|
34.8
|
|
—
|
|
|
|
|
Fiscal 2016 Blended Score:
|
|
1.62
|
||||
|
|
|
|
Fiscal 2015 Blended Score:
|
|
1.31
|
(1)
|
Actual performance for this metric had to be above the minimum threshold in order for STI payments to be made. A result lower than the minimum threshold would have resulted in an overall blended score of zero, and no STI payments.
|
(2)
|
Compensable Enterprise Operating Income was determined based on the non-GAAP operating income from continuing operations of $1,566 million in our fiscal 2016 Annual Report on Form 10-K, adjusted for differences from budgeted foreign exchange rates and adjusted for the impact of the Canadian brand consolidation.
|
(3)
|
Compensable Enterprise Operating Income was determined based on the non-GAAP operating income from continuing operations of $1,497 million in our fiscal 2015 Annual Report on Form 10-K, adjusted for differences from budgeted foreign exchange rates and adjusted to include the impact of Five Star (a former Chinese subsidiary) prior to December 3, 2014 (the date the Company entered into a definitive agreement to sell Five Star to a third party).
|
(4)
|
The goal of keeping the target for this metric near 0.0% was to halt the historical consumer electronics industry decline over the last several years.
|
(5)
|
North America Cost Takeout was a fiscal 2015 Renew Blue Priority and was defined as total cost of goods sold and selling, general and administrative expense reduction initiatives approved and executed during the year, measured as an annualized value. In fiscal 2016, the goal was replaced by Waste and Efficiency, as defined above.
|
•
|
Enterprise Operating Income - 40%
|
•
|
Enterprise Comparable Sales - 30%
|
•
|
Renew Blue Priorities (maintaining the three fiscal 2016 priorities and adding a fourth metric based on Services revenue) - 30%
|
Long-Term Incentive
|
Annual Fiscal 2016 Award Details
|
||||||||
Name
|
|
No. of Stock Options
|
|
No. of Restricted Shares
|
|
Target No. of Shares under Performance Share Award
|
|
Target Grant Date Value
|
Mr. Joly
|
|
158,445
|
|
77,142
|
|
118,374
|
|
$10,000,000
|
Ms. McCollam
|
|
120,154
|
|
39,000
|
|
35,907
|
|
$4,550,000
|
Ms. Ballard
|
|
52,815
|
|
17,143
|
|
15,783
|
|
$2,000,000
|
Mr. Mohan
|
|
52,815
|
|
17,143
|
|
15,783
|
|
$2,000,000
|
Mr. Nelsen
|
|
43,572
|
|
14,143
|
|
13,021
|
|
$1,650,000
|
One-Time Award Details
|
||||||||
Name
|
|
No. of Stock Options
|
|
No. of Restricted Shares
|
|
Target No. of Shares under Performance Share Award
|
|
Target Grant Date Value
|
Ms. Ballard
|
|
52,815
|
|
17,143
|
|
15,783
|
|
$2,000,000
|
•
|
For the CEO, 50% performance share awards (using TSR as the performance metric), 20% stock options and 30% time-based restricted shares. This mix is consistent with the fiscal 2016 design.
|
•
|
For the other NEOs: 50% performance share awards (using TSR as the performance metric) and 50% time-based restricted shares. The Compensation Committee made changes to remove stock options from the mix of equity vehicles for the other NEOs in order to more closely align the performance share percentage amounts of the CEO and the other NEOs. The Compensation Committee also added a performance requirement to the time-based restricted shares granted to our top executives to better align their interests with the shareholders’ interests. The performance requirement is based on achievement of positive adjusted net earnings and acts as a minimum threshold in order for the restricted shares to vest over time.
|
Other Compensation
|
Benefit
|
|
All Full-Time
U.S.-Based Employees
|
|
Executive
Officers
|
Accidental Death & Dismemberment
|
|
●
|
|
●
|
Deferred Compensation Plan
(1)
|
|
|
|
●
|
Employee Discount
|
|
●
|
|
●
|
Employee Stock Purchase Plan
|
|
●
|
|
●
|
Health Insurance
|
|
●
|
|
●
|
— Executive Physical Exam
|
|
|
|
●
|
Life Insurance
|
|
●
|
|
●
|
Long-Term Disability
|
|
●
|
|
●
|
— Executive Long-Term Disability
|
|
|
|
●
|
Retirement Savings Plan
|
|
●
|
|
●
|
Severance Plan
|
|
●
|
|
●
|
Short-Term Disability
|
|
●
|
|
●
|
Tax Planning and Preparation
|
|
|
|
●
|
(1)
|
Only officers and directors are eligible to participate in the Deferred Compensation Plan, as described in the
Compensation of Executive Officers – Nonqualified Deferred Compensation – Deferred Compensation Plan
section.
|
•
|
Ms. Ballard and Messrs. Mohan and Nelsen, at an enterprise executive vice president level, are eligible for two years of salary, a payment of $25,000 in lieu of outplacement and other tax and financial planning assistance, and a payment of 150% of the cost of 24 months of basic employee benefits such as medical, dental and life insurance.
|
•
|
Equivalent shares owned in the Best Buy Stock Fund within our Retirement Savings Plan;
|
•
|
100% of non-vested shares subject to time-based conditions granted under our LTI program; and
|
•
|
50% of the intrinsic value of vested stock options (denominated as a number of shares) granted under our LTI program.
|
Name
|
|
Ownership Target (in shares)
|
|
Ownership as of Fiscal 2016 Year-End Using Guidelines (in shares)
|
Mr. Joly
|
|
200,000
|
|
792,194
|
Ms. McCollam
|
|
55,000
|
|
387,814
|
Ms. Ballard
|
|
55,000
|
|
76,353
|
Mr. Mohan
|
|
55,000
|
|
120,982
|
Mr. Nelsen
|
|
35,000
|
|
35,528
|
Name and Principal Position
|
|
Year
|
|
Salary
(1)
|
|
Bonus
|
|
Stock
Awards
(2)(3)
|
|
Option
Awards
(2)
|
|
Non-Equity
Incentive Plan
Compensation
(4)
|
|
All Other
Compensation
(5)
|
|
Total
|
|
|||||||||||||
Hubert Joly
Chairman and
Chief Executive Officer
|
|
2016
|
|
$
|
1,175,000
|
|
|
$
|
—
|
|
|
$
|
8,011,688
|
|
|
$
|
1,842,715
|
|
|
$
|
3,814,050
|
|
|
$
|
29,028
|
|
|
$
|
14,872,481
|
|
|
2015
|
|
1,175,000
|
|
|
—
|
|
|
6,986,928
|
|
|
1,654,070
|
|
|
3,078,500
|
|
|
42,796
|
|
|
12,937,294
|
|
||||||||
|
2014
|
|
1,175,000
|
|
|
—
|
|
|
8,167,213
|
|
|
2,000,360
|
|
|
2,514,500
|
|
|
24,146
|
|
|
13,881,219
|
|
||||||||
Sharon L. McCollam
Chief Administrative Officer and Chief Financial Officer
|
|
2016
|
|
$
|
925,000
|
|
|
$
|
—
|
|
|
$
|
3,039,724
|
|
|
$
|
1,397,391
|
|
|
$
|
2,251,913
|
|
|
$
|
9,669
|
|
|
$
|
7,623,697
|
|
|
2015
|
|
925,000
|
|
|
—
|
|
|
2,696,985
|
|
|
1,275,987
|
|
|
1,817,625
|
|
|
269,558
|
|
|
6,985,155
|
|
||||||||
|
2014
|
|
925,000
|
|
|
—
|
|
|
3,131,454
|
|
|
1,543,133
|
|
|
1,484,625
|
|
|
215,221
|
|
|
7,299,433
|
|
||||||||
Shari L. Ballard
(6)
President, U.S. Retail and Chief Human Resources Officer
|
|
2016
|
|
$
|
790,385
|
|
|
$
|
—
|
|
|
$
|
2,672,270
|
|
|
$
|
1,228,476
|
|
|
$
|
1,927,311
|
|
|
$
|
24,641
|
|
|
$
|
6,643,083
|
|
|
2015
|
|
700,000
|
|
|
—
|
|
|
799,099
|
|
|
378,065
|
|
|
1,146,250
|
|
|
30,494
|
|
|
3,053,908
|
|
||||||||
|
2014
|
|
700,000
|
|
|
—
|
|
|
927,819
|
|
|
457,228
|
|
|
936,250
|
|
|
17,131
|
|
|
3,038,428
|
|
||||||||
R. Michael Mohan
Chief Merchandising Officer
|
|
2016
|
|
$
|
790,385
|
|
|
$
|
—
|
|
|
$
|
1,336,135
|
|
|
$
|
614,238
|
|
|
$
|
1,927,311
|
|
|
$
|
10,323
|
|
|
$
|
4,678,392
|
|
|
2015
|
|
650,000
|
|
|
—
|
|
|
1,556,015
|
|
|
972,974
|
|
|
1,004,333
|
|
|
12,477
|
|
|
4,195,799
|
|
||||||||
|
2014
|
|
498,462
|
|
|
—
|
|
|
2,106,552
|
|
|
1,047,696
|
|
|
401,250
|
|
|
14,581
|
|
|
4,068,541
|
|
||||||||
Keith J. Nelsen
General Counsel and Secretary
|
|
2016
|
|
$
|
640,385
|
|
|
$
|
—
|
|
|
$
|
1,102,314
|
|
|
$
|
506,742
|
|
|
$
|
1,027,899
|
|
|
$
|
10,482
|
|
|
$
|
3,287,822
|
|
|
2015
|
|
550,000
|
|
|
—
|
|
|
865,684
|
|
|
409,575
|
|
|
720,500
|
|
|
12,081
|
|
|
2,557,840
|
|
||||||||
|
2014
|
|
543,750
|
|
|
—
|
|
|
1,005,159
|
|
|
495,324
|
|
|
582,704
|
|
|
41,323
|
|
|
2,668,260
|
|
(1)
|
These amounts reflect actual earnings based on a blend of prior annual base salary rates and the go-forward base salary rates approved by the Compensation Committee during its annual review in March of each year, as well as any off-cycle increases approved by the Compensation Committee during the year. Further, these amounts are before any deferrals under the Deferred Compensation Plan. We do not provide guaranteed, above-market or preferential earnings on compensation deferred under the Deferred Compensation Plan. The investment options available for notional investment of deferred compensation are similar to those available under the Retirement Savings Plan and can be found, along with additional information about deferred amounts, in the
Nonqualified Deferred Compensation
section.
|
(2)
|
These amounts reflect the aggregate grant date fair value for stock-based awards granted to our NEOs for all fiscal years reflected, however fiscal 2016 amounts are explained in greater detail under the heading
Grants of Plan-Based Awards
. The grant date fair value reflected for any performance share award is the value at the grant date of the probable outcome of the award. The grant date fair value of an award is measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("ASC Topic 718"). The amounts reported have not been adjusted to eliminate service-based forfeiture assumptions. The other assumptions used in calculating these amounts are set forth in Note 7,
Shareholders' Equity
, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016.
|
(3)
|
The fiscal 2016 amounts reflected in this column include the grant date fair value of: (a) one or more time-based restricted share award (described in greater detail in the
Grants of Plan-Based Awards
section
)
and (b) one or more performance share award (valued at the probable outcome of the award as of the grant date) that will be earned depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a three-year period (also described in greater detail in the
Grants of Plan-Based Awards
section). The maximum value of the performance share awards as of the grant date, assuming the highest level of performance conditions, is noted in the following table:
|
Name
|
|
Probable
Grant Date Fair Value of Performance Share Awards
(reflected in
Stock Awards Column)
|
|
Target Performance Grant in Shares
|
|
Maximum Performance Grant in Shares
|
|
Maximum
Grant Date Fair Value of Performance Share Awards
|
|
Grant Date Fair Value of Time-Based Awards
(reflected in Stock Awards Column)
|
|
Stock Awards Column Total
|
||||||||||
Mr. Joly
|
|
$
|
4,997,750
|
|
|
118,374
|
|
|
177,561
|
|
|
$
|
7,496,625
|
|
|
$
|
3,013,938
|
|
|
$
|
8,011,688
|
|
Ms. McCollam
|
|
1,515,994
|
|
|
35,907
|
|
|
53,861
|
|
|
2,273,990
|
|
|
1,523,730
|
|
|
3,039,724
|
|
||||
Ms. Ballard*
|
|
1,332,716
|
|
|
31,566
|
|
|
47,350
|
|
|
1,999,076
|
|
|
1,339,554
|
|
|
2,672,270
|
|
||||
Mr. Mohan
|
|
666,358
|
|
|
15,783
|
|
|
23,675
|
|
|
999,538
|
|
|
669,777
|
|
|
1,336,135
|
|
||||
Mr. Nelsen
|
|
549,747
|
|
|
13,021
|
|
|
19,532
|
|
|
824,620
|
|
|
552,567
|
|
|
1,102,314
|
|
(4)
|
These amounts reflect STI payments made for all fiscal years shown. The fiscal 2016 STI plan is described in the section
Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive
.
|
(5)
|
The fiscal 2016 amounts reflected in this column include All Other Compensation as described in the following table:
|
Name
|
|
Retirement Plan
Contribution
(a)
|
|
|
Life Insurance
Premiums
(b)
|
|
|
Other
|
|
|
Total
|
|
||||
Mr. Joly
|
|
$
|
11,404
|
|
|
$
|
492
|
|
|
$
|
17,132
|
|
(c)
|
$
|
29,028
|
|
Ms. McCollam
|
|
9,177
|
|
|
492
|
|
|
—
|
|
(d)
|
9,669
|
|
||||
Ms. Ballard
|
|
9,990
|
|
|
492
|
|
|
14,159
|
|
(c)
|
24,641
|
|
||||
Mr. Mohan
|
|
9,831
|
|
|
492
|
|
|
—
|
|
(d)
|
10,323
|
|
||||
Mr. Nelsen
|
|
9,990
|
|
|
492
|
|
|
—
|
|
(d)
|
10,482
|
|
(a)
|
These amounts reflect our matching contributions to the NEOs' Retirement Savings Plan accounts and include true-up contributions made during fiscal 2016 to NEOs who had not previously received the prior year's maximum matching contribution.
|
(b)
|
These amounts reflect the portions of premiums paid by us for group term life insurance coverage.
|
(c)
|
These amounts reflect portions of premiums paid by us for supplemental executive long-term disability insurance.
|
(d)
|
In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to the named executive officers are not included for fiscal 2016 for Ms. McCollam and Messrs. Mohan and Nelsen because the aggregate incremental value of perquisites was less than $10,000 for each of these named executive officers.
|
(6)
|
Effective March 1, 2016, Ms. Ballard took on a new role. While remaining President of U.S. Retail, she will also focus on accelerating our efforts around waste and efficiency. A new Chief Human Resources Officer, Paula Baker, was promoted internally effective March 1, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards ($ / Sh)
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date Fair Value of Stock and Option Awards
($)
(2)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
Estimated Future Payouts Under
|
|
Estimated Future Payouts Under
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
Non-Equity Incentive Plan Awards
(1)
|
|
Equity Incentive Plan Awards
|
|
|
|
|
||||||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
Target
($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target
(#)
|
|
Maximum (#)
|
|
|
|
|
||||||||||||||||||||
Mr. Joly
|
|
—
|
|
|
$
|
587,500
|
|
|
$
|
2,350,000
|
|
|
$
|
4,700,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
3/12/2015
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158,445
|
|
|
40.85
|
|
1,842,715
|
|
||||||
|
|
3/12/2015
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,142
|
|
|
—
|
|
|
—
|
|
|
3,013,938
|
|
|||||
|
|
3/12/2015
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
59,187
|
|
|
118,374
|
|
|
177,561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,997,750
|
|
|||||
Ms. McCollam
|
|
|
|
346,875
|
|
|
1,387,500
|
|
|
2,775,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
3/12/2015
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,154
|
|
|
40.85
|
|
1,397,391
|
|
||||||
|
|
3/12/2015
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,000
|
|
|
—
|
|
|
—
|
|
|
1,523,730
|
|
|||||
|
|
3/12/2015
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
17,954
|
|
|
35,907
|
|
|
53,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,515,994
|
|
|||||
Ms. Ballard
|
|
—
|
|
|
296,875
|
|
|
1,187,499
|
|
|
2,374,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
3/12/2015
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,815
|
|
|
40.85
|
|
614,238
|
|
||||||
|
|
3/12/2015
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,143
|
|
|
—
|
|
|
—
|
|
|
669,777
|
|
|||||
|
|
3/12/2015
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
7,892
|
|
|
15,783
|
|
|
23,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
666,358
|
|
|||||
|
|
3/12/2015
|
|
(3)(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,815
|
|
|
40.85
|
|
614,238
|
|
||||||
|
|
3/12/2015
|
|
(4)(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,143
|
|
|
—
|
|
|
—
|
|
|
669,777
|
|
|||||
|
|
3/12/2015
|
|
(5)(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
7,892
|
|
|
15,783
|
|
|
23,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
666,358
|
|
|||||
Mr. Mohan
|
|
—
|
|
|
296,875
|
|
|
1,187,499
|
|
|
2,374,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
3/12/2015
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,815
|
|
|
40.85
|
|
614,238
|
|
||||||
|
|
3/12/2015
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,143
|
|
|
—
|
|
|
—
|
|
|
669,777
|
|
|||||
|
|
3/12/2015
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
7,892
|
|
|
15,783
|
|
|
23,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
666,358
|
|
|||||
Mr. Nelsen
|
|
—
|
|
|
158,333
|
|
|
633,333
|
|
|
1,266,666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
3/12/2015
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,572
|
|
|
40.85
|
|
506,742
|
|
||||||
|
|
3/12/2015
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,143
|
|
|
—
|
|
|
—
|
|
|
552,567
|
|
|||||
|
|
3/12/2015
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,511
|
|
|
13,021
|
|
|
19,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549,747
|
|
(1)
|
These amounts reflect the potential threshold, target and maximum payout for each NEO under our fiscal 2016 STI, which is described in greater detail under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive
. The actual payout to each NEO for fiscal 2016 is provided in the following sections:
Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive
and the
Summary Compensation Table
.
|
(2)
|
These amounts reflect the aggregate grant date fair value, measured in accordance with ASC Topic 718. The amounts reported have not been adjusted to eliminate service-based forfeiture assumptions. The other assumptions used in calculating these amounts are set forth in Note 7,
Shareholders' Equity
, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016. The value reflected for any performance share award is the value at the grant date of the probable outcome of the award
–
see footnote (3) to the
Summary Compensation Table
.
|
(3)
|
The amounts reflect nonqualified stock options, as discussed under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
that have a term of ten years and become exercisable in three equal installments of one-third on each of the first three anniversaries of the grant date provided the NEO has been continually employed with us through those dates. The option exercise price is equal to the closing price of our common stock on the grant date, as quoted on the NYSE.
|
(4)
|
The amounts reflect time-based restricted shares, as discussed under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
which will vest in three equal installments of one-third on each of the first three anniversaries of the grant date, provided the NEO has been continually employed with us through those dates.
|
(5)
|
The amounts reflect performance share awards, as discussed under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
that, if earned, will vest at or between the threshold (50% of target) and maximum (150% of target) levels depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on March 1, 2015 and ending on February 28, 2018.
|
(6)
|
As discussed under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
in addition to her fiscal 2016 LTI award, Ms. Ballard received a one-time long-term incentive equity award having the same terms as the fiscal 2016 LTI award.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Name
|
|
Grant
Date
(1)
|
|
Number of
Securities Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That Have Not Vested
($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(2)
|
||||||
Mr. Joly
|
|
3/12/2015
|
|
|
|
158,445
(3)
|
|
$
|
40.85
|
|
|
3/11/2025
|
|
77,142
(4)
|
|
$
|
2,154,576
|
|
|
59,187
(5)
|
|
$
|
1,653,093
|
|
|
|
8/18/2014
|
|
61,330
(3)
|
|
122,660
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
61,588
(4)
|
|
1,720,153
|
|
|
149,257
(6)
|
|
4,168,748
|
|
|||
|
|
4/16/2013
|
|
166,905
(3)
|
|
83,453
(3)
|
|
23.66
|
|
|
4/15/2023
|
|
43,554
(4)
|
|
1,216,463
|
|
290,376
(7)
|
|
8,110,202
|
|
||||
|
|
9/4/2012
|
|
350,468
(8)
|
|
|
|
18.02
|
|
|
9/3/2022
|
|
|
|
|
|
|
|
|
|||||
Ms. McCollam
|
|
3/12/2015
|
|
|
|
120,154
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
39,000
(4)
|
|
1,089,270
|
|
|
17,954
(5)
|
|
501,455
|
|
|||
|
|
8/18/2014
|
|
47,311
(3)
|
|
94,623
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
31,674
(4)
|
|
884,655
|
|
|
46,056
(6)
|
|
1,286,344
|
|
|||
|
|
4/16/2013
|
|
128,755
(3)
|
|
64,378
(3)
|
|
23.66
|
|
|
4/15/2023
|
|
22,400
(4)
|
|
625,632
|
|
|
89,603
(7)
|
|
2,502,612
|
|
|||
|
|
12/10/2012
|
|
383,142
(3)
|
|
|
|
12.39
|
|
|
12/9/2022
|
|
|
|
|
|
|
|
|
|||||
Ms. Ballard
|
|
3/12/2015
|
|
105,630
(3)
|
|
|
|
40.85
|
|
|
3/11/2025
|
|
34,286
(4)
|
|
957,608
|
|
|
15,783
(5)
|
|
440,819
|
|
|||
|
|
8/18/2014
|
|
28,036
(3)
|
|
14,018
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
9,385
(4)
|
|
262,123
|
|
|
13,646
(6)
|
|
381,133
|
|
|||
|
|
4/16/2013
|
|
38,150
(3)
|
|
19,075
(3)
|
|
23.66
|
|
|
4/15/2023
|
|
6,637
(4)
|
|
185,372
|
|
|
26,549
(7)
|
|
741,514
|
|
|||
|
|
1/16/2013
|
|
11,084
(3)
|
|
|
|
14.67
|
|
|
1/15/2023
|
|
|
|
|
|
|
|
|
|||||
|
|
9/19/2012
|
|
11,084
(3)
|
|
|
|
17.94
|
|
|
9/18/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
6/20/2012
|
|
11,084
(3)
|
|
|
|
20.31
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
4/18/2012
|
|
8,334
(3)
|
|
|
|
22.06
|
|
|
4/17/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
2/1/2012
|
|
11,250
(9)
|
|
3,750
(9)
|
|
24.18
|
|
|
1/31/2022
|
|
417
(10)
|
|
11,647
|
|
|
|
|
|
||||
|
|
9/21/2011
|
|
15,000
(9)
|
|
|
|
24.12
|
|
|
9/20/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
6/20/2011
|
|
15,000
(9)
|
|
|
|
31.54
|
|
|
6/19/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
4/6/2011
|
|
20,000
(9)
|
|
|
|
29.75
|
|
|
4/5/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
1/12/2011
|
|
20,000
(9)
|
|
|
|
35.67
|
|
|
1/11/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
9/20/2010
|
|
20,000
(9)
|
|
|
|
38.32
|
|
|
9/19/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
6/23/2010
|
|
16,563
(9)
|
|
|
|
36.63
|
|
|
6/22/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
4/7/2010
|
|
16,563
(9)
|
|
|
|
44.20
|
|
|
4/6/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
1/13/2010
|
|
16,563
(9)
|
|
|
|
39.73
|
|
|
1/12/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
9/17/2009
|
|
16,563
(9)
|
|
|
|
37.59
|
|
|
9/16/2019
|
|
|
|
|
|
|
|
|
|||||
|
|
6/23/2009
|
|
33,125
(9)
|
|
|
|
32.98
|
|
|
6/22/2019
|
|
|
|
|
|
|
|
|
|||||
|
|
10/31/2008
|
|
66,250
(9)
|
|
|
|
26.88
|
|
|
10/30/2018
|
|
|
|
|
|
|
|
|
|||||
|
|
10/18/2007
|
|
66,200
(9)
|
|
|
|
47.84
|
|
|
10/17/2017
|
|
|
|
|
|
|
|
|
|||||
|
|
10/23/2006
|
|
66,200
(9)
|
|
|
|
55.46
|
|
|
10/22/2016
|
|
|
|
|
|
|
|
|
|||||
Mr. Mohan
|
|
3/12/2015
|
|
|
|
52,815
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
15,783
(4)
|
|
440,819
|
|
|
7,892
(5)
|
|
220,424
|
|
|||
|
|
8/18/2014
|
|
20,443
(3)
|
|
40,886
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
13,686
(4)
|
|
382,250
|
|
|
19,901
(6)
|
|
555,835
|
|
|||
|
|
3/12/2014
|
|
15,128
(3)
|
|
30,257
(3)
|
|
25.74
|
|
|
3/11/2024
|
|
10,527
(4)
|
|
294,019
|
|
|
|
|
|
||||
|
|
4/16/2013
|
|
31,791
(3)
|
|
15,896
(3)
|
|
23.66
|
|
|
4/15/2023
|
|
5,531
(4)
|
|
154,481
|
|
|
22,124
(7)
|
|
617,923
|
|
|||
|
|
3/11/2013
|
|
19,970
(3)
|
|
35,330
(3)
|
|
20.08
|
|
|
3/10/2023
|
|
11,514
(4)
|
|
321,586
|
|
|
|
|
|
||||
|
|
1/16/2013
|
|
1,330
(3)
|
|
|
|
14.67
|
|
|
1/15/2023
|
|
|
|
|
|
|
|
|
|||||
|
|
9/19/2012
|
|
1,330
(3)
|
|
|
|
17.94
|
|
|
9/18/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
4/18/2012
|
|
3,000
(3)
|
|
|
|
22.06
|
|
|
4/17/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
2/1/2012
|
|
3,750
(9)
|
|
1,250
(9)
|
|
24.18
|
|
|
1/31/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
9/21/2011
|
|
5,000
(9)
|
|
|
|
24.12
|
|
|
9/20/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
6/20/2011
|
|
5,000
(9)
|
|
|
|
31.54
|
|
|
6/19/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
4/6/2011
|
|
5,000
(9)
|
|
|
|
29.75
|
|
|
4/5/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
1/12/2011
|
|
5,000
(9)
|
|
|
|
35.67
|
|
|
1/11/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
9/20/2010
|
|
5,000
(9)
|
|
|
|
38.32
|
|
|
9/19/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
6/23/2010
|
|
5,000
(9)
|
|
|
|
36.63
|
|
|
6/22/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
4/7/2010
|
|
6,250
(9)
|
|
|
|
44.20
|
|
|
4/6/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
1/13/2010
|
|
6,250
(9)
|
|
|
|
39.73
|
|
|
1/12/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
9/17/2009
|
|
6,250
(9)
|
|
|
|
37.59
|
|
|
9/16/2019
|
|
|
|
|
|
|
|
|
|||||
|
|
6/23/2009
|
|
12,500
(9)
|
|
|
|
32.98
|
|
|
6/22/2019
|
|
|
|
|
|
|
|
|
|||||
|
|
10/31/2008
|
|
18,333
(9)
|
|
|
|
26.88
|
|
|
10/30/2018
|
|
|
|
|
|
|
|
|
|||||
|
|
8/5/2008
|
|
20,000
(9)
|
|
|
|
41.19
|
|
|
8/4/2018
|
|
|
|
|
|
|
|
|
|||||
|
|
10/18/2007
|
|
4,878
(9)
|
|
|
|
47.84
|
|
|
10/17/2017
|
|
|
|
|
|
|
|
|
|||||
|
|
10/23/2006
|
|
5,025
(9)
|
|
|
|
55.46
|
|
|
10/22/2016
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Name
|
|
Grant
Date
(1)
|
|
Number of
Securities Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That Have Not Vested
($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(2)
|
||||||
Mr. Nelsen
|
|
3/12/2015
|
|
|
|
43,572
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
14,143
(4)
|
|
$
|
395,014
|
|
|
6,511
(5)
|
|
$
|
181,852
|
|
|
|
|
8/18/2014
|
|
15,186
(3)
|
|
30,373
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
10,167
(4)
|
|
283,964
|
|
|
14,783
(6)
|
|
412,889
|
|
|||
|
|
4/16/2013
|
|
41,328
(3)
|
|
20,665
(3)
|
|
23.66
|
|
|
4/15/2023
|
|
7,190
(4)
|
|
200,817
|
|
|
28,761
(7)
|
|
803,295
|
|
|||
|
|
1/16/2013
|
|
3,325
(3)
|
|
|
|
14.67
|
|
|
1/15/2023
|
|
|
|
|
|
|
|
|
|||||
|
|
9/19/2012
|
|
3,325
(3)
|
|
|
|
17.94
|
|
|
9/18/2022
|
|
|
|
|
|
|
|
|
|||||
|
|
2/1/2012
|
|
7,031
(9)
|
|
2,344
(9)
|
|
24.18
|
|
|
1/31/2022
|
|
261
(10)
|
|
7,290
|
|
|
|
|
|
||||
|
|
9/21/2011
|
|
6,875
(9)
|
|
|
|
24.12
|
|
|
9/20/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
6/20/2011
|
|
9,375
(9)
|
|
|
|
31.54
|
|
|
6/19/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
4/6/2011
|
|
5,000
(9)
|
|
|
|
29.75
|
|
|
4/5/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
1/12/2011
|
|
5,000
(9)
|
|
|
|
35.67
|
|
|
1/11/2021
|
|
|
|
|
|
|
|
|
|||||
|
|
9/20/2010
|
|
5,000
(9)
|
|
|
|
38.32
|
|
|
9/19/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
6/23/2010
|
|
5,000
(9)
|
|
|
|
36.63
|
|
|
6/22/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
4/7/2010
|
|
5,250
(9)
|
|
|
|
44.20
|
|
|
4/6/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
1/13/2010
|
|
5,250
(9)
|
|
|
|
39.73
|
|
|
1/12/2020
|
|
|
|
|
|
|
|
|
|||||
|
|
9/17/2009
|
|
5,250
(9)
|
|
|
|
37.59
|
|
|
9/16/2019
|
|
|
|
|
|
|
|
|
|||||
|
|
6/23/2009
|
|
10,500
(9)
|
|
|
|
32.98
|
|
|
6/22/2019
|
|
|
|
|
|
|
|
|
|||||
|
|
10/31/2008
|
|
10,000
(9)
|
|
|
|
26.88
|
|
|
10/30/2018
|
|
|
|
|
|
|
|
|
|||||
|
|
8/5/2008
|
|
20,000
(9)
|
|
|
|
41.19
|
|
|
8/4/2018
|
|
|
|
|
|
|
|
|
|||||
|
|
10/18/2007
|
|
4,403
(9)
|
|
|
|
47.84
|
|
|
10/17/2017
|
|
|
|
|
|
|
|
|
|||||
|
|
2/21/2007
|
|
13,000
(9)
|
|
|
|
50.39
|
|
|
2/20/2017
|
|
|
|
|
|
|
|
|
(1)
|
For a better understanding of the equity-based awards included in this table, we have provided the grant date of each award.
|
(2)
|
These amounts were determined based on the closing price of Best Buy common stock on January 29, 2016, the last trading day in fiscal 2016. The closing price quoted on the NYSE was $27.93.
|
(3)
|
The amount reflects nonqualified stock options that become exercisable over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates.
|
(4)
|
The amount reflects time-based restricted shares that vest over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates.
|
(5)
|
The amount reflects an outstanding performance share award assuming a payout at threshold (50% of the target grant). The number of shares ultimately earned will be based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on March 1, 2015 and ending on February 28, 2018. As of the end of fiscal 2016, performance was beneath the threshold payout level for these shares.
|
(6)
|
The amount reflects an outstanding performance share award assuming payout at target. The number of shares ultimately earned will be based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on August 1, 2014 and ending on July 31, 2017. As of the end of fiscal 2016, performance was between the threshold and target payout level for these shares.
|
(7)
|
The amount reflects an outstanding performance share award assuming a maximum payout (150% of the target grant). The number of shares ultimately earned will be based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on April 1, 2013 and ending on March 31, 2016. As of the end of fiscal 2016, performance was between the target and maximum payout level for these shares.
|
(8)
|
The amount reflects nonqualified stock options that became exercisable in four equal installments of 25% each, with the first installment vesting on the grant date and the remaining three installments vesting on each of the next three anniversaries of the grant date.
|
(9)
|
The amount reflects nonqualified stock options that become exercisable over a four-year period at the rate of 25% per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates.
|
(10)
|
The amount reflects time-based restricted shares which will vest in equal installments over a four-year period at the rate of 25% per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates.
|
|
|
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
(2)
($)
|
|||||
Mr. Joly
|
|
—
|
|
|
$
|
—
|
|
|
499,688
(3)
|
|
$
|
18,238,473
|
|
Ms. McCollam
|
|
—
|
|
|
—
|
|
|
317,756
(4)
|
|
11,460,330
|
|
||
Ms. Ballard
|
|
—
|
|
|
—
|
|
|
60,203
(5)
|
|
2,143,230
|
|
||
Mr. Mohan
|
|
30,000
(6)
|
|
|
557,658
|
|
|
92,857
(7)
|
|
3,455,950
|
|
||
Mr. Nelsen
|
|
14,975
(8)
|
|
|
277,491
|
|
|
52,066
(9)
|
|
1,244,973
|
|
(1)
|
Value based on market value of Best Buy common stock at the time of exercise, minus the exercise cost.
|
(2)
|
Value based on the closing market price of Best Buy common stock on the vesting date.
|
(3)
|
The amount represents:
|
(a)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2015 LTI program: one-third (30,794 shares) of the August 18, 2014 grant, which vested on August 18, 2015;
|
(b)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2014 LTI program: one-third (43,554 shares) of the April 16, 2013 grant, which vested on April 16, 2014;
|
(c)
|
the final vesting for Mr. Joly's September 4, 2012 time-based restricted stock unit award: (i) 73,992 restricted stock units, which vested in 8 equal installments of 9,249 restricted stock units on the fourth day of each month in fiscal 2016 through September 4, 2015 and (ii) 19,739 restricted stock units earned as dividend equivalents, which also vested during fiscal 2016. The vested units are payable to Mr. Joly in the form of shares of our common stock (one share per unit); however, issuance of the shares to Mr. Joly is deferred until after his separation from the Company per the terms of the award agreement; and
|
(d)
|
the shares (299,859) and dividend equivalents (31,750) acquired upon the vesting and settlement of a performance share award which was granted on September 4, 2012 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on September 30, 2015.
|
(4)
|
The amount represents:
|
(a)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2015 LTI program: one-third (15,836) of the August 18, 2014 grant, which vested on August 18, 2015;
|
(b)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2014 LTI program: one-third (22,399 shares) of the April 16, 2013 grant, which vested on April 16, 2015;
|
(c)
|
the final vesting for Ms. McCollam's December 10, 2012 time-based restricted share award (35,872 shares and 4,061 shares earned as dividend equivalents), which occurred on December 10, 2015; and
|
(d)
|
the shares (218,819) and dividend equivalents (20,769) acquired upon the vesting and settlement of a performance share award which was granted on December 10, 2012 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on September 30, 2015.
|
(5)
|
The amount represents:
|
(a)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2015 LTI program: one-third (4,692) of the August 18, 2014 grant, which vested on August 18, 2015;
|
(b)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2014 LTI program: one-third (6,637 shares) of the April 16, 2013 grant, which vested on April 16, 2015;
|
(c)
|
the partial vesting of four time-based restricted share awards granted under our fiscal 2013 LTI program: (i) one-third (926 shares) of the April 18, 2012 grant, which vested on April 20, 2015, (ii) one-third (926 shares) of the June 20, 2012 grant, which vested on June 22, 2015, (iii) one-third (926 shares) of the September 19, 2012 grant, which vested on September 21, 2015 and (iv) one-third (926 shares) of the January 16, 2013 grant, which vested on January 19, 2016;
|
(d)
|
the final vesting (25,668 shares) of Ms. Ballard's June 21, 2012 time-based restricted share award, which occurred on June 22, 2015;
|
(e)
|
the partial vesting of three time-based restricted share awards granted under our fiscal 2012 LTI program: (i) 25% (417 shares) of the February 2, 2011 grant, which vested on February 2, 2015, (ii) 25% (417 shares) of the June 20, 2011 grant, which vested on June 22, 2015, and (iii) 25% (417 shares) of the September 21, 2011 grant, which vested on September 21, 2015; and
|
(f)
|
the shares (16,668) and dividend equivalents (1,583) acquired upon the vesting and settlement of a performance share award which was granted on September 19, 2012 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on September 30, 2015.
|
(6)
|
On September 16, 2015, Mr. Mohan exercised options to purchase 27,340 shares at an exercise price of $20.08, 1,330 shares at an exercise price of $20.31, and 1,330 shares at an exercise price of $14.67. These options were exercised when the market prices of a share of Best Buy common stock were $38.43 (27,340 shares) and $38.50 (2,660 shares).
|
(7)
|
The amount represents:
|
(a)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2015 LTI program: one-third (6,843) of the August 18, 2014 grant, which vested on August 18, 2015;
|
(b)
|
the partial vesting (5,263 shares) of Mr. Mohan's March 12, 2014 time-based restricted share award, which occurred on March 12, 2015;
|
(c)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2014 LTI program: one-third (5,531 shares) of the April 16, 2013 grant, which vested on April 16, 2015;
|
(d)
|
the partial vesting (11,514 shares) of Mr. Mohan's March 11, 2013 time-based restricted share award, which vested on March 11, 2015;
|
(e)
|
the partial vesting of four time-based restricted share awards granted under our fiscal 2013 LTI program: (i) one-third (334 shares) of the April 18, 2012 grant, which vested on April 20, 2015, (ii) one-third (334 shares) of the June 20, 2012 grant, which vested on June 22, 2015, (iii) one-third (334 shares) of the September 19, 2012 grant, which vested on September 21, 2015, and (iv) one-third (334 shares) of the January 16, 2013 grant, which vested on January 19, 2015;
|
(f)
|
the final vesting (5,545 shares) of Mr. Mohan's June 21, 2012 time-based restricted share award, which occurred on June 22, 2015;
|
(g)
|
the shares (6,000) and dividend equivalents (570) acquired upon the vesting and settlement of a performance share award which was granted on September 19, 2012 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on September 30, 2015; and
|
(h)
|
the shares (46,557) and dividend equivalents (3,698) acquired upon the vesting and settlement of a performance share award which was granted on March 13, 2013 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on September 30, 2015.
|
(8)
|
On September 21, 2015, Mr. Nelsen exercised options to purchase 3,325 shares at an exercise price of $20.31, 2,500 shares at an exercise price of $22.06, 2,500 shares at an exercise price of $24.12, 3,325 shares at an exercise price of $17.94 and 3,325 shares at an exercise price of $14.67. These options were all exercised when the market price of a share of Best Buy common stock was $37.99.
|
(9)
|
The amount represents:
|
(a)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2015 LTI program: one-third (5,083) of the August 18, 2014 grant, which vested on August 18, 2015;
|
(b)
|
the partial vesting of the time-based restricted shares granted under our fiscal 2014 LTI program: one-third (7,190 shares) of the April 16, 2013 grant, which vested on April 16, 2015;
|
(c)
|
the partial vesting of four time-based restricted share awards granted under our fiscal 2013 LTI program: (i) one-third (834 shares) of the April 18, 2012 grant, which vested on April 20, 2015, (ii) one-third (834 shares) of the June 20, 2012 grant, which vested on June 22, 2015, (iii) one-third (834 shares) of the September 19, 2012 grant, which vested on September 21, 2015 and (iv) one-third (834 shares) of the January 16, 2013 grant, which vested on January 19, 2016;
|
(d)
|
the final vesting (19,251 shares) of Mr. Nelsen's June 21, 2012 time-based restricted share award, which occurred on June 22, 2015;
|
(e)
|
the partial vesting of three time-based restricted share awards granted under our fiscal 2012 LTI program: (i) 25% (260 shares) of the February 2, 2011 grant, which vested on February 2, 2015; (ii) 25% (261 shares) of the June 20, 2011 grant, which vested on June 22, 2015, and (iii) 25% (261 shares) of the September 21, 2011 grant, which vested on September 21, 2015; and
|
(f)
|
the shares (15,000) and dividend equivalents (1,424) acquired upon the vesting and settlement of a performance share award which was granted on September 19, 2012 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on September 30, 2015.
|
Name
|
|
Executive
Contributions
in Last Fiscal Year
|
|
|
Registrant
Contributions
in Last Fiscal Year
|
|
|
Aggregate
Earnings
(Losses)
in Last Fiscal Year
|
|
|
Aggregate
Withdrawals/
Distributions
|
|
|
Aggregate
Balance at
Last Fiscal Year End
|
|
|
|||||
Mr. Joly
|
|
$
|
2,647,896
|
|
(1)
|
$
|
—
|
|
|
$
|
649,872
|
|
(2)
|
$
|
—
|
|
|
$
|
10,362,030
|
|
(3)
|
Ms. McCollam
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Ms. Ballard
|
|
—
|
|
|
—
|
|
|
(88,576
|
)
|
|
—
|
|
|
1,752,142
|
|
(4)
|
|||||
Mr. Mohan
|
|
—
|
|
|
—
|
|
|
(5,413
|
)
|
|
—
|
|
|
121,840
|
|
(5)
|
|||||
Mr. Nelsen
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
This amount reflects the value of the portion of Mr. Joly's September 4, 2012 restricted stock unit award (73,992 units) that vested during fiscal 2016. The 73,992 vested units are payable to Mr. Joly in the form of shares of our common stock (one share per unit). The shares were a part of the equity granted to Mr. Joly to compensate him for certain forfeitures he incurred upon termination of his employment with his former employer. The shares will be issued to Mr. Joly within six months following his separation from the Company, pursuant to his employment arrangement with the Company as disclosed on the Current Report on Form 8-K filed by the Company on August 21, 2012.
|
(2)
|
This amount reflects the value of the dividend equivalents earned by Mr. Joly relative to his September 4, 2012 restricted stock unit award which vested during fiscal 2016 (19,739 dividend equivalent units). The 19,739 units are payable to Mr. Joly in the form of shares of our common stock (one share per unit). The shares will be issued to Mr. Joly within six months following his separation from the Company.
|
(3)
|
This amount reflects the end of fiscal year value of all vested restricted stock units and related dividend equivalents from Mr. Joly's September 4, 2012 award (in total, 332,964 units and 38,036 dividend equivalent units), calculated based on the closing price of our common stock ($27.93) as quoted on the NYSE on January 29, 2016, the last business day in fiscal 2016. The entire amount has been previously reported in the “Stock Awards” column of the
Summary Compensation Table
.
|
(4)
|
This amount includes $859,369 that has previously been reported as either "Salary" or "Non-Equity Incentive Plan Compensation" in the
Summary Compensation Table
.
|
(5)
|
No portion of this amount has been previously reported in the
Summary Compensation Table
.
|
•
|
Up to 75% of base salary; and
|
•
|
Up to 100% of a cash bonus (earned and paid in the same year) and short-term incentive compensation (earned and paid in different years), as applicable.
|
Investment
|
|
Rate of Return
(1)
|
|
NVIT Money Market
|
|
—
|
%
|
PIMCO VIT Total Return
|
|
(1.19
|
)%
|
PIMCO VIT High-Yield Bond
|
|
(3.22
|
)%
|
Fidelity VIP II Asset Manager
|
|
(5.24
|
)%
|
Vanguard VIF Diversified Value
|
|
(3.11
|
)%
|
Vanguard VIF Equity Index
|
|
(0.76
|
)%
|
MFS VIT Growth Series
|
|
3.79
|
%
|
Franklin VIPT Small Cap Value Securities
|
|
(6.49
|
)%
|
Wells Fargo Advantage VT Small Cap Growth
|
|
(12.81
|
)%
|
Vanguard VIF International
|
|
(8.72
|
)%
|
(1)
|
Rate of return is net of investment management fees, fund expenses or administrative charges, as applicable.
|
Event
|
|
Vested Stock Options
(1)
|
|
Unvested Stock Options
|
Voluntary termination without
Good Reason
(2)
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Sign-on stock options granted to Mr. Joly and Ms. McCollam in fiscal 2013 (on September 4, 2012 and December 10, 2012, respectively) (the "Sign-On Stock Options") are exercisable for a 90-day period following the termination date.
|
|
All stock options are forfeited.
|
Voluntary termination for Good Reason
(2)
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Mr. Joly and Ms. McCollam's Sign-On Stock Options are exercisable for a two-year period following the termination date.
|
|
All stock options are forfeited.
|
Involuntary termination for Cause
|
|
Not exercisable.
|
|
All stock options are forfeited.
|
Involuntary termination without
Cause
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Mr. Joly and Ms. McCollam's Sign-On Stock Options are exercisable for a two-year period following the termination date.
|
|
All stock options are forfeited.
|
Termination
(3)
within 12 months of a change-of-control
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Mr. Joly and Ms. McCollam's Sign-On Stock Options are exercisable for a two-year period following the termination date.
|
|
All stock options vest 100%.
|
Death or disability
|
|
Generally exercisable for a one-year period.
|
|
All stock options vest 100%.
|
Qualified retirement
(4)
|
|
Generally exercisable for a one- to three-year period depending on the terms and conditions of the respective award agreement.
|
|
Stock options granted since fiscal 2015 continue to vest according to their normal vesting terms.
Stock options granted prior to fiscal 2015 vest 100%.
|
(1)
|
Stock options may not be exercised after their expiration dates under any circumstance.
|
(2)
|
Good Reason
is usually deemed to exist if the Company makes a material adverse change to the NEO's title, responsibilities or salary or requires the NEO to work more than 50 miles from the corporate office location in Richfield, MN (except for temporary business-related travel).
|
(3)
|
For awards granted prior to fiscal 2015, this means involuntary termination without Cause or voluntary termination for Good Reason. For awards granted in fiscal 2015 and thereafter, this means only involuntary termination without Cause.
|
(4)
|
Qualified Retirement
is defined in our employment and award agreements as: retirement by an employee, including our NEOs, on or after their 60
th
birthday, so long as they have been employed continuously for at least the five-year period immediately preceding their retirement date.
|
Outstanding Awards
|
|
Event
|
|
Effect on Unvested Shares
|
Fiscal 2016 and fiscal 2015 LTI program time-based restricted share awards (all NEOs)
|
|
-Death or disability
|
|
-Vest 100%
|
|
-Qualified retirement
|
|
-Continue to vest according to normal vesting terms without risk of forfeiture
|
|
Fiscal 2014 LTI program time-based restricted share awards (all NEOs)
|
|
-Qualified retirement
|
|
-Vest 100%
|
Fiscal 2012 LTI program time-based restricted share awards (Ms. Ballard and Mr. Nelsen)
|
|
-Death or disability
|
|
-All restrictions on the shares lapse and they become non-forfeitable and transferable
|
|
-Qualified retirement
|
|
||
|
-Change-of-control
(1)
|
|
(1)
|
Means involuntary termination without Cause or voluntary termination for Good Reason within 12 months following a change-of-control.
|
Outstanding Awards
|
|
Event
|
|
Effect on Unearned Shares
|
Fiscal 2016 and fiscal 2015 LTI program performance share awards (all NEOs)
|
|
-Death or disability
|
|
-Deemed earned on a pro-rata basis (number of days employed through termination / total number of days in performance period) based on the level of performance achieved as of the
termination date
|
|
-Involuntary termination without Cause
|
|
-Deemed earned on a pro-rata basis (number of days employed through termination / total number of days in performance period) based on the level of performance achieved as of the end of the
performance period
|
|
|
-Qualified retirement
|
|
||
|
-Change-of-control
|
|
-Deemed earned based on the level of performance achieved or at target, whichever is greater, as of the date of the change-of-control. Issuance of earned shares is subject to the NEO's continued employment through the end of the performance period
|
|
|
-Termination following a change-of-control due to: death or disability or involuntary termination without Cause
|
|
-A pro-rata portion (determined by number of days employed through termination / total number of days in performance period) of those shares deemed earned as of the date of the change-of-control are issued to the NEO
|
|
Fiscal 2014 LTI program performance share awards (all NEOs)
|
|
-Death or disability
|
|
-Deemed earned on a pro-rata basis (number of days employed through termination / total number of days in performance period) based on the level of performance achieved as of the
termination date
|
|
-Involuntary termination without Cause
|
|
||
|
-Voluntary termination for Good Reason
|
|
||
|
-Change-of-control
|
|
-Deemed earned based on the level of performance achieved or at target, whichever is greater, as of the date of the change-of-control. Issuance of earned shares is subject to the NEO's continued employment through the end of the performance period
|
|
|
-Termination following a change-of-control due to: death, disability, involuntary termination without Cause or voluntary termination for Good Reason
|
|
-A pro-rata portion (determined by number of days employed through termination / total number of days in performance period) of those shares deemed earned as of the date of the change-of-control are issued to the NEO
|
Name
|
|
Cash Payments
|
|
Performance Share Awards
(1)
|
|
Total
|
||||||
Mr. Joly
|
|
$
|
2,406,970
|
|
(2)
|
$
|
7,346,959
|
|
|
$
|
9,753,929
|
|
Ms. McCollam
|
|
4,625,000
|
|
(3)
|
2,267,081
|
|
|
6,892,081
|
|
|||
Ms. Ballard
|
|
—
|
|
|
671,718
|
|
|
671,718
|
|
|||
Mr. Mohan
|
|
—
|
|
|
559,759
|
|
|
559,759
|
|
|||
Mr. Nelsen
|
|
—
|
|
|
727,697
|
|
|
727,697
|
|
(1)
|
Performance share awards granted in fiscal 2014 vest on a pro-rata basis to the extent that the performance goals have been attained through the termination date if the NEO terminates their employment voluntarily for Good Reason. If the Compensation Committee deems that performance goals have been achieved and has determined the number of shares earned, the actual number of shares that would vest is calculated based on the number of days the NEO was employed through termination over the total number of days in the performance period. The values in this column were calculated using an estimated vesting percentage of 144% which is based on performance trends for the fiscal 2014 performance share awards as of the end of fiscal 2016.
|
(2)
|
The amount reflects a severance payment pursuant to Mr. Joly's employment agreement, equal to 24 months of base salary and 150% of the cost of 24 months of COBRA health coverage and group life insurance based on the cost of coverage in place at the time of termination.
|
(3)
|
The amount reflects a severance payment pursuant to Ms. McCollam's employment agreement, equal to 24 months of base salary plus two times her target STI bonus payment (150% of base salary).
|
Name
|
|
Cash Payments
|
|
Performance Share Awards
(1)
|
|
Total
|
||||||
Mr. Joly
|
|
$
|
2,406,970
|
|
(2)
|
$
|
9,167,038
|
|
|
$
|
11,574,008
|
|
Ms. McCollam
|
|
4,625,000
|
|
(3)
|
2,828,700
|
|
|
7,453,700
|
|
|||
Ms. Ballard
|
|
—
|
|
(4)
|
838,121
|
|
|
838,121
|
|
|||
Mr. Mohan
|
|
—
|
|
(4)
|
802,437
|
|
|
802,437
|
|
|||
Mr. Nelsen
|
|
—
|
|
(4)
|
907,965
|
|
|
907,965
|
|
(1)
|
All outstanding performance share awards vest on a pro-rata basis to the extent that the performance goals have been attained through either the termination date or the end of the performance period (depending on the award) if the NEO is terminated involuntarily without Cause. If the Compensation Committee deems that performance goals have been achieved and has determined the number of shares earned, the actual number of shares that would vest is calculated based on the number of days the NEO was employed through termination over the total number of days in the performance period.
|
Fiscal Year of
Performance Share Award
|
|
Performance Period
|
|
Estimated vesting percentage
as of January 30, 2016
|
|
Fiscal 2016
|
|
March 1, 2015 - February 28, 2018
|
|
—
|
%
|
Fiscal 2015
|
|
August 1, 2014 - July 31, 2017
|
|
87
|
%
|
Fiscal 2014
|
|
April 1, 2013 - March 31, 2016
|
|
144
|
%
|
(2)
|
The amount reflects a severance payment pursuant to Mr. Joly's employment agreement and includes 24 months of base salary and 150% of the cost of 24 months of COBRA health coverage and group life insurance based on the cost of coverage in place at the time of termination.
|
(3)
|
The amount reflects a severance payment pursuant to Ms. McCollam's employment agreement, equal to 24 months of base salary plus two times her target STI bonus payment (150% of base salary).
|
(4)
|
Pursuant to our Severance Plan, these NEOs are eligible for cash severance, as detailed above under the heading
Cash payments
, if they are involuntarily terminated as a result of job elimination, reduction in force or business restructuring (or other circumstances at our discretion). Since the applicability of the Severance Plan is more narrow than is implied by the table name "Involuntary Termination without Cause", the severance payments the NEOs are eligible for under those limited circumstances (Ms. Ballard: $1,628,619; Mr. Mohan: $1,644,852; and Mr. Nelsen: $1,353,802) are not included in the table.
|
Name
|
|
Cash Payments
|
|
Stock Options
(2)
|
|
Time-Based Restricted Shares
|
|
Performance-Share Awards
(3)
|
|
Total
|
||||||||||
Mr. Joly
|
|
$
|
10,921,020
|
|
(4)
|
$
|
356,344
|
|
|
$
|
—
|
|
|
$
|
15,255,321
|
|
|
$
|
26,532,685
|
|
Ms. McCollam
|
|
6,911,967
|
|
(4)
|
274,894
|
|
|
—
|
|
|
4,690,052
|
|
|
11,876,913
|
|
|||||
Ms. Ballard
|
|
—
|
|
|
95,513
|
|
|
11,647
|
|
(5)
|
1,974,116
|
|
|
2,081,276
|
|
|||||
Mr. Mohan
|
|
—
|
|
|
416,167
|
|
|
—
|
|
|
1,589,435
|
|
|
2,005,602
|
|
|||||
Mr. Nelsen
|
|
—
|
|
|
97,030
|
|
|
6,033
|
|
(5)
|
1,547,193
|
|
|
1,650,256
|
|
(1)
|
This table reflects the specific instances where our employment and award agreements have provisions related to change-of-control, some of which apply upon the change-of-control itself and some of which apply upon termination following the change-of-control. As such, the totals reflected are not necessarily indicative of the actual value that each NEO would realize upon a change-of-control or upon termination following a change-of-control. Additionally, if an NEO is terminated following a change-of-control, the NEO would potentially realize additional value not reflected here depending on the nature of the termination, as detailed in the other tables within this section.
|
(2)
|
All unvested stock options granted to our NEOs fully vest upon involuntary termination without Cause or voluntary termination for Good Reason within 12 months following a change-of-control.
|
(3)
|
All outstanding performance share awards are deemed earned upon a change-of-control based on the level of actual performance achieved as of the date of the change-of-control or at target, whichever is greater. Issuance of the earned shares is subject to the NEO's continued employment through the end of the performance period for each award. If the NEO's employment were to be terminated following the change-of-control, but prior to the end of the performance period, a pro-rata portion of the shares deemed earned would potentially be issued to the NEO depending on the type of termination (as described earlier in this section under the heading
Performance share awards
).
|
Fiscal Year of
Performance Share Award
|
|
Performance Period
|
|
Estimated vesting percentage
as of January 30, 2016 or
Target (100%)
|
Fiscal 2016
|
|
March 1, 2015 - February 28, 2018
|
|
100%
|
Fiscal 2015
|
|
August 1, 2014 - July 31, 2017
|
|
100%
|
Fiscal 2014
|
|
April 1, 2013 - March 31, 2016
|
|
144%
|
(4)
|
The amounts reflect cash severance payments pursuant to Mr. Joly and Ms. McCollam's employment agreements. In the event Mr. Joly or Ms. McCollam voluntarily terminate their employment for Good Reason or are involuntarily terminated without Cause in anticipation of or within 12 months following a change-of-control, they are entitled to an enhanced severance offering of: (i) two times the sum of base salary plus target annual bonus; (ii) a pro-rata annual bonus for the fiscal year in which such termination occurs based on actual performance (for fiscal 2016 payouts, see
Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive
) and (iii) 150% of the cost of 24 months of COBRA health coverage and group life insurance based on the cost of coverage in place at the time of termination.
|
(5)
|
The amounts represent the unvested portions of the time-based restricted shares granted under our fiscal 2012 LTI program which become non-forfeitable upon involuntary termination without Cause or voluntary termination for Good Reason within 12 months following a change-of-control.
|
Name
|
|
Stock Options
(1)
|
|
Time-Based Restricted Shares
|
|
Performance Share Awards
(2)
|
|
Total
|
||||||||
Mr. Joly
|
|
$
|
356,344
|
|
|
$
|
3,874,729
|
|
(3)
|
$
|
9,167,038
|
|
|
$
|
13,398,111
|
|
Ms. McCollam
|
|
274,894
|
|
|
1,973,925
|
|
(3)
|
2,828,700
|
|
|
5,077,519
|
|
||||
Ms. Ballard
|
|
95,513
|
|
|
1,231,378
|
|
(4)
|
838,121
|
|
|
2,165,012
|
|
||||
Mr. Mohan
|
|
416,167
|
|
|
1,155,073
|
|
(3)
|
802,437
|
|
|
2,373,677
|
|
||||
Mr. Nelsen
|
|
97,030
|
|
|
685,011
|
|
(4)
|
907,965
|
|
|
1,690,006
|
|
(1)
|
All outstanding unvested stock options fully vest upon death or disability.
|
(2)
|
All outstanding performance share awards vest on a pro-rata basis to the extent that the performance goals have been attained through the date of the NEO's death or termination due to disability. If the Compensation Committee deems that performance goals have been achieved and has determined the number of shares earned, the actual number of shares that would vest is calculated based on the number of days the NEO was employed through termination over the total number of days in the performance period.
|
Fiscal Year of
Performance Share Award
|
|
Performance Period
|
|
Estimated vesting percentage
as of January 30, 2016
|
|
Fiscal 2016
|
|
March 1, 2015 - February 28, 2018
|
|
—
|
%
|
Fiscal 2015
|
|
August 1, 2014 - July 31, 2017
|
|
87
|
%
|
Fiscal 2014
|
|
April 1, 2013 - March 31, 2016
|
|
144
|
%
|
(3)
|
The amounts represent unvested time-based restricted shares granted under our fiscal 2016 and fiscal 2015 LTI programs, which fully vest upon death or disability.
|
(4)
|
The amounts represent the unvested time-based restricted shares granted under our fiscal 2016 and fiscal 2015 LTI programs, which fully vest upon death or disability and unvested time-based restricted shares granted under our fiscal 2012 LTI program, which would become non-forfeitable upon death or disability.
|
|
Annual Amount
|
|
|
Annual retainer
|
$
|
80,000
|
|
Lead independent director stipend*
|
25,000
|
|
|
Annual committee chair retainer - Audit
|
25,000
|
|
|
Annual committee chair retainer - Compensation & Human Resources
|
20,000
|
|
|
Annual committee chair retainer - Nominating
|
15,000
|
|
|
Annual committee chair retainer - Finance and Investment Policy
|
10,000
|
|
|
Fiscal 2016 Amount
|
|
|
Change for Fiscal 2017
|
|
Annual retainer
|
$
|
80,000
|
|
|
Increase by $5,000
|
Lead independent director stipend
|
25,000
|
|
|
No change
|
|
Annual committee chair retainer - Audit
|
25,000
|
|
|
No change
|
|
Annual committee chair retainer - Compensation & Human Resources
|
20,000
|
|
|
No change
|
|
Annual committee chair retainer - Nominating
|
15,000
|
|
|
No change
|
|
Annual committee chair retainer - Finance and Investment Policy
|
10,000
|
|
|
No change
|
|
Annual equity award
|
185,000
|
|
|
Increase by $5,000
|
Name
(1)
|
|
Fees Earned or
Paid In Cash
|
|
|
Stock
Awards
(2)
|
|
|
Option
Awards
(3)
|
|
|
All Other Compensation
(4)
|
|
|
Total
|
|
|||||
Bradbury H. Anderson*
|
|
$
|
80,000
|
|
|
$
|
180,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
260,293
|
|
Lisa M. Caputo
|
|
80,000
|
|
|
180,293
|
|
|
—
|
|
|
—
|
|
|
260,293
|
|
|||||
J. Patrick Doyle
|
|
80,000
|
|
|
180,293
|
|
|
—
|
|
|
—
|
|
|
260,293
|
|
|||||
Russell P. Fradin
(5)
|
|
116,209
|
|
|
180,293
|
|
|
—
|
|
|
—
|
|
|
296,502
|
|
|||||
Kathy J. Higgins Victor
(6)
|
|
95,000
|
|
|
180,293
|
|
|
—
|
|
|
—
|
|
|
275,293
|
|
|||||
David W. Kenny
(7)
|
|
96,209
|
|
|
180,293
|
|
|
—
|
|
|
—
|
|
|
276,502
|
|
|||||
Sanjay Khosla
(8)
|
|
28,352
|
|
|
—
|
|
|
—
|
|
|
8,541
|
|
|
36,893
|
|
|||||
Allen U. Lenzmeier
(9)
|
|
28,352
|
|
|
—
|
|
|
—
|
|
|
8,541
|
|
|
36,893
|
|
|||||
Karen L. McLoughlin
(10)
|
|
30,549
|
|
|
128,770
|
|
|
|
|
|
|
159,319
|
|
|||||||
Thomas L. Millner
|
|
80,000
|
|
|
180,293
|
|
|
—
|
|
|
—
|
|
|
260,293
|
|
|||||
Hatim A. Tyabji
(11)
|
|
65,563
|
|
|
—
|
|
|
—
|
|
|
17,083
|
|
|
82,646
|
|
|||||
Gérard R. Vittecoq
(12)
|
|
90,000
|
|
|
180,293
|
|
|
—
|
|
|
—
|
|
|
270,293
|
|
(1)
|
Mr. Joly, our only management director during fiscal 2016, did not receive any compensation for his service as a director.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair value for restricted stock units granted to our non-management directors during fiscal 2016, measured in accordance with ASC Topic 718. As of January 30, 2016, our non-management directors held outstanding stock units including both unvested restricted stock units and restricted stock units that have vested, but that are subject to a holding requirement until the director leaves the board ("deferred units") as follows: Mr. Anderson — 5,398 unvested units and 12,368 deferred units; Ms. Caputo — 5,398 unvested units and 12,638 deferred units; Mr. Doyle — 5,398 unvested units and 2,990 deferred units; Mr. Fradin — 5,398 unvested units and 12,368 deferred units; Ms. Higgins Victor — 5,398 unvested units and 12,368 deferred units; Mr. Kenny — 5,398 unvested units and 8,345 deferred units; Ms. McLoughlin — 3,606 unvested units and 0 deferred units; Mr. Millner — 5,398 unvested units and 6,832 deferred units; Mr. Vittecoq — 5,398 unvested units and 12,368 deferred units.
|
(3)
|
We did not grant stock option awards to our non-management directors in fiscal 2016. As of January 30, 2016, our non-management directors held outstanding stock options as follows: Mr. Anderson — 0 stock options; Ms. Caputo — 12,500 stock options; Mr. Doyle — 0 stock options; Mr. Fradin — 0 stock options; Ms. Higgins Victor — 40,000 stock options; Mr. Kenny — 0 stock options; Ms. McLoughlin — 0 stock options; Mr. Millner — 0 stock options; Mr. Vittecoq — 21,250 stock options.
|
(4)
|
Pursuant to the terms of the restricted stock units granted to our non-management directors on June 19, 2013, directors are entitled to an accrual of dividend equivalents from the vesting date (June 19, 2014) through the date the restricted stock units are issued to the director as shares (upon departure from the Board). Dividend equivalent accruals are to be settled in cash at the time the shares are delivered to the departing director. The amounts in this column reflect the dividend equivalent payments received by directors who retired during fiscal 2016.
|
(5)
|
Mr. Fradin became Lead Independent Director on June 9, 2015. Mr. Fradin is also chair of the Compensation Committee.
|
(6)
|
Ms. Higgins Victor is chair of the Nominating Committee.
|
(7)
|
Mr. Kenny became chair of the Audit Committee on June 9, 2015.
|
(8)
|
Mr. Khosla retired from the Board on June 9, 2015.
|
(9)
|
Mr. Lenzmeier retired from the Board on June 9, 2015.
|
(10)
|
Ms. McLoughlin joined the Board on September 14, 2015.
|
(11)
|
Mr. Tyabji retired from the Board on June 9, 2015. Prior to retiring, Mr. Tyabji served as Chairman of the Board and chair of the Audit Committee.
|
(12)
|
Mr. Vittecoq is chair of the Finance and Investment Policy Committee.
|
|
|
|
|
|
By Order of the Board of Directors
|
|
|
|
|
|
Keith J. Nelsen
|
May 3, 2016
|
|
Secretary
|
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