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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Briggs and Stratton Corp | NYSE:BGG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.7768 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(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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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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(1)
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To elect three directors to serve for three-year terms expiring in 2021;
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(2)
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To ratify the selection of Deloitte & Touche LLP as the company’s independent auditors;
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(3)
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To hold an advisory vote to approve executive compensation; and
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(4)
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To take action on any other matters brought before the meeting appropriate for consideration by the shareholders of a Wisconsin corporation at an annual meeting.
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KATHRYN M. BUONO
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Vice President, General Counsel and Corporate
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Secretary
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Page
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Name, Age, Principal Occupation, Committee Memberships and Directorships For at Least the Past Five Years
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Year First Became a Director
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SARA A. GREENSTEIN, 44
Positions:
Senior Vice President - Consumer Solutions of United States Steel Corporation, an integrated steel producer, since 2014. Previously President - Supply Chain and Sustainability of Underwriters Laboratories, Inc., a global independent safety science company (2012-2014).
Experience:
Ms. Greenstein has experience in operations, marketing and regulatory matters. She has also held numerous positions involving strategy development for public and private companies.
Education:
Ms. Greenstein earned a B.S. in Business Administration from the University of Illinois at Urbana-Champaign and an M.B.A. from the Ross School of Business at the University of Michigan.
Committee:
Effective as of October 1, 2018, Ms. Greenstein will serve on the Finance Committee and Nominating & Governance Committee of Briggs & Stratton.
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2018
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FRANK M. JAEHNERT, 60
Positions
: Retired Chief Executive Officer and President (2003 - 2013) and former Director of Brady Corporation, a leading provider of high performance labels and signs, safety devices, printing systems and software. Director of Nordson Corporation and of Itron, Inc. Also serves on the Board of Directors of NACD Chicago Chapter.
Experience
: Mr. Jaehnert is a former CEO and president of a global manufacturing business. He also served as chief financial officer of that business. His prior work experience includes various financial positions in Germany and the United States for Robert Bosch GmbH, an international manufacturer of automotive, communications, industrial and consumer products. Mr. Jaehnert’s experience as head of a diversified international business and his expertise in finance and operations enable him to make significant contributions to discussions regarding the company’s strategy and the activities of the committees on which he serves. Mr. Jaehnert also has expertise in executive compensation and mergers and acquisitions.
Education
: Mr. Jaehnert earned the equivalent of an M.B.A. degree from the University of Stuttgart, Germany. Mr. Jaehnert attended the NACD Advanced Director Professionalism Class in 2015 and the NACD Global Leaders Summit in 2015, 2016 and 2017, and was designated an NACD Leadership Fellow in 2015.
Committees
: Mr. Jaehnert currently serves on the company’s Audit Committee and Finance Committee. Effective as of October 1, 2018, he will serve on the company's Audit Committee and Nominating & Governance Committee. He has been designated as an audit committee financial expert by the Board of Directors.
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2014
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CHARLES I. STORY, 64
Positions
: President of ECS Group, Inc., an executive development company, since 2005. Advisory Director of Regions Bank.
Experience
: Mr. Story is a former CEO and has experience and expertise in operations, marketing, strategy development, and organizational and human resource matters. He is president of an executive development firm that advises numerous companies, including those in diversified manufacturing, consumer products, banking, insurance, construction, hospitality and healthcare, and previously served as President and CEO of INROADS, Inc., an international human resource consulting firm. Mr. Story has been the lead director of a public company and a director of two companies in addition to Briggs & Stratton. Mr. Story's broad expertise and tenure on the Board provide a valuable perspective to the other directors.
Education
: Mr. Story earned a B.A. degree in Psychology and Management from Fisk University and a Masters in Public Administration from the University of Tennessee and Tennessee State University (joint program).
Committees
: Mr. Story is Chair of the Finance Committee of Briggs & Stratton and a member of its Compensation Committee and Executive Committee.
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1994
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Name, Age, Principal Occupation, Committee Memberships and Directorships For at Least the Past Five Years
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Year First Became a Director
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JEFFREY R. HENNION, 51
Positions:
Chief Executive Officer of JEGS Automotive, Inc., a U.S.-based retailer of automotive supplies, since 2017. Former Executive Vice President, Chief Marketing and e-Commerce Officer of GNC Holdings, Inc. (2014-2017), a global specialty retailer of health and wellness products. Previously, President and Chief Financial Officer of Branding Brand LLC, a provider of mobile commerce strategies to retailers (2012-2014), Executive Vice President and Chief Marketing Officer of GNC Holdings, Inc. (2011-2012) and Executive Vice President and Chief Branding Officer of GNC Holdings, Inc. (2011).
Experience:
Mr. Hennion is a sitting CEO and has held several marketing, branding and e-commerce officer positions with significant international businesses, and has expertise and experience in finance, international business, selling to large retail stores, marketing, strategy development, and mergers and acquisitions. He has also served as a chief financial officer. Mr. Hennion's broad experience enables him to provide useful insights to the Committees on which he sits and the Board as a whole.
Education:
Mr. Hennion earned a B.A. in Economics from Northwestern University and an M.B.A. in Finance from Duquesne University.
Committees:
Mr. Hennion currently serves on the Compensation Committee and Nominating & Governance Committee of Briggs & Stratton. Effective as of October 1, 2018, Mr. Hennion will serve on the Audit Committee and the Compensation Committee of Briggs & Stratton. He has been designated as an audit committee financial expert by the Board of Directors.
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2015
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PATRICIA L. KAMPLING, 59
Positions:
Chairman and Chief Executive Officer of Alliant Energy Corporation, a regulated investor-owned public utility holding company, since 2012. Previously, President (2012-2017), President and Chief Operating Officer (2011-2012), Executive Vice President and Chief Financial Officer (2010-2011) and Vice President, Chief Financial Officer and Treasurer (2009-2010). Director of American Transmission Company, the first multistate, transmission only utility in the United States.
Experience:
Ms. Kampling is a sitting CEO who has expertise in finance, executive compensation, regulatory matters and strategy development. These areas of expertise allow Ms. Kampling to contribute significantly to the Board's oversight of these matters.
Education:
Ms. Kampling earned a B.A. in Economics and a B.S. in Engineering from Swarthmore College, and earned her M.B.A. in Finance from the University of Chicago.
Committees:
Ms. Kampling currently serves as Chair of the company’s Audit Committee and as a member of its Finance Committee and Executive Committee. Effective as of October 1, 2018, she will continue as Chair of the Audit Committee and as a member of the Executive Committee, and will also serve as a member of the Compensation Committee. She has been designated as an audit committee financial expert by the Board of Directors.
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2011
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TODD J. TESKE, 53
Positions:
Chairman, President and Chief Executive Officer of Briggs & Stratton since 2010. Previously, President and Chief Executive Officer (2010). President and Chief Operating Officer (2008-2009) and Executive Vice President and Chief Operating Officer (2005-2008). Director of Badger Meter, Inc. and of Lennox International, Inc.
Experience:
Mr. Teske is a sitting CEO and has experience and expertise in finance, operations, executive compensation, regulatory matters, strategy development, organizational and human resource matters, and mergers and acquisitions. He is Chairman, President and CEO of the company. Before becoming CEO, he served as the company's President and Chief Operating Officer, President of its power products business, head of corporate development and controller. Mr. Teske is a certified public accountant who worked at a public accounting firm before joining the company. Mr. Teske’s memberships on the Board and the Executive Committee of Briggs & Stratton help ensure the Board is linked to the company’s management and operations.
Education:
Mr. Teske earned a B.S. in Accounting from the University of Wisconsin Oshkosh and a Master of Management degree from the Kellogg Graduate School of Management at Northwestern University.
Committees:
Mr. Teske serves on the company's Executive Committee.
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2009
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Name, Age, Principal Occupation, Committee Memberships and Directorships For at Least the Past Five Years
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Year First Became a Director
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KEITH R. McLOUGHLIN, 62
Positions
: Interim Chief Executive Officer of Campbell Soup Company, a global food company, since May 2018. Director of Campbell Soup Company since 2016. Retired President and Chief Executive Officer (2011-2016) of AB Electrolux, a manufacturer of major home appliances. Previously, Chief Operations Officer Major Appliances of AB Electrolux (2009-2010).
Experience
: Mr. McLoughlin is an acting and former CEO of large international businesses and has experience and expertise in international business, operations, selling to large retail stores, marketing, strategy development, and organizational and human resources matters. His prior work experience includes general management responsibilities in an international consumer goods company. His experience as head of an original equipment manufacturing business and managing consumer goods in international markets enables him to provide useful insights to other directors and management on issues concerning sales, marketing and operations.
Education
: Mr. McLoughlin earned a B.S. in Engineering from the United States Military Academy and attended a training program for directors of public companies titled “Corporate Governance Essentials for Directors” sponsored by the Wharton School of the University of Pennsylvania.
Committees
: Mr. McLoughlin is Chair of the company’s Nominating & Governance Committee and also a member of its Executive Committee. Effective as of October 1, 2018, Mr. McLoughlin will serve on the company's Finance Committee and Nominating & Governance Committee.
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2007
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HENRIK C. SLIPSAGER, 63
Positions
: Retired President, Chief Executive Officer and Director (2000-2015) of ABM Industries, Inc., a leading provider of integrated facility solutions.
Experience
: Mr. Slipsager is a former CEO and has experience and expertise in finance, international business, operations, executive compensation, strategy development, and organizational and human resource matters. Mr. Slipsager previously served as a chief financial officer of another company. Mr. Slipsager’s experience in making strategic acquisitions and managing a diversified business and a finance organization enable him to provide valuable perspectives regarding strategy and operations.
Education
: Mr. Slipsager earned an M.B.A. degree (equivalent) from the Business School of Copenhagen.
Committees
: Mr. Slipsager currently serves on the Nominating & Governance Committee and the Audit Committee of Briggs & Stratton. Effective as of October 1, 2018, he will assume the role of Chair of the Nominating & Governance Committee and will continue to serve on the Audit Committee. He has been designated as an audit committee financial expert by the Board of Directors.
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2012
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BRIAN C. WALKER, 56
Positions
: Retired President, Chief Executive Officer and Director (2004-2018) of Herman Miller, Inc., a global provider of office furniture and services. Director of Universal Forest Products, Inc.
Experience
: Mr. Walker is a former CEO of a public company, which is an international original equipment manufacturer, and has experience and expertise in finance, international business, executive compensation, strategy development, and organizational and human resource matters. Mr. Walker has been a certified public accountant, previously served as chief operating officer and chief financial officer of Herman Miller, Inc. and was previously a member of the Detroit Board of Directors of the Federal Reserve Bank of Chicago. Mr. Walker’s experience enables him to make valuable contributions to Board discussions concerning the company’s strategy and operations, and his education, expertise and experience in accounting and compensation matters enhance his committee participation.
Education
: Mr. Walker earned a B.S. in Accounting from Michigan State University.
Committees
: Mr. Walker serves as Chair of the Compensation Committee and as a member of the Finance and Executive Committees. Mr. Walker also serves as the lead independent director of Briggs & Stratton’s Board of Directors.
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2002
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•
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A strong commitment to integrity
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Common sense and good judgment
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Relevant professional or business knowledge
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A record of accomplishment in prior positions
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The time and interest to attend and participate in Board meetings and serve on Board committees
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1.
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Significant chief executive officer experience
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2.
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Financial and accounting skills and experience, including at least one member with the ability to qualify as an “audit committee financial expert” under Securities and Exchange Commission requirements
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3.
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International experience with an understanding of conducting business on a global scale
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4.
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Relevant operations background
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Expertise involving the design and/or management of executive compensation plans and programs
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6.
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Legal and regulatory expertise
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7.
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Significant experience at, or working with, big box retailers and/or the retail channel
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8.
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In-depth knowledge and significant practical experience in marketing and branding
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9.
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Diversity, including with respect to age, gender and ethnicity
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10.
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Significant experience developing and implementing successful business strategies
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11.
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Considerable organizational and human resources experience or expertise, including an understanding of benefit plans and experience managing succession planning and leadership development
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12.
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Expertise or experience in mergers and acquisitions activities
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Reviews the experience, qualifications, attributes and skills of existing Board members
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Determines the experience, qualifications, attributes and skills desired in new director(s)
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Solicits suggestions from the Chief Executive Officer and directors on potential candidates
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Considers candidates recommended by shareholders
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Retains a search consultant as needed to identify candidates
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Evaluates the experience, qualifications, attributes and skills of all candidates recommended for consideration
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Contacts the preferred candidate(s) to assess their interest
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Interviews the preferred candidate(s) to assess their experience, qualifications, attributes and skills
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Recommends candidate(s) for consideration by the Board
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The Board makes determinations of director independence based on all relevant facts and circumstances concerning a director’s relationships with the company, including commercial, banking, consulting, charitable and family relationships. The Board shall not consider a director to be independent if the director has a relationship with the company that prevents independence under NYSE rules.
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The following commercial and charitable relationships will be considered to be immaterial relationships that do not impair a director’s independence: (1) the director or an immediate family member is an officer, employee, partner or significant owner of a company or organization that makes payments to, or receives payments from, Briggs & Stratton for property or services in an amount which, in any single fiscal year, is less than the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues, and (2) the director is an officer, director or trustee of a charitable organization which receives contributions from Briggs & Stratton and the Briggs & Stratton Corporation Foundation, Inc. that aggregate less than the greater of $1,000,000 or 2% of such organization’s consolidated gross revenues in any single fiscal year out of the preceding three fiscal years.
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The Audit Committee oversees the company’s risk policies and processes relating to financial statements, financial reporting and legal compliance. As part of its risk oversight role, the Committee receives periodic reports from the company’s Director of Internal Audit, its Director of Global Compliance and its General Counsel, receives an annual and other reports on the status of the company’s Global Compliance and Integrity Programs from its Director of Global Compliance, and receives periodic reports on any complaint reported under the Integrity Program concerning an accounting, internal accounting control or auditing matter. The Audit Committee also annually reviews the company's information technology ("IT") strategic plan with the company's Chief Information Officer, which plan covers the company's approach to IT controls, risk and compliance, and security, among other things.
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The Compensation Committee oversees risks associated with the company’s management succession plan and compensation structure. It reviews the management succession plan annually, and periodically engages an independent compensation consultant to review and make recommendations concerning the structure of executive compensation. Each year, the Committee also reviews a report on compensation-related risk prepared by the company’s internal audit staff.
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The Finance Committee reviews the company’s insurance and risk management programs, including programs designed to address financial risk such as the use of hedging and derivatives. The Finance Committee also regularly reviews matters relating to cybersecurity and data security, as well as the company’s policies regarding credit, liquidity and capital structure.
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The Nominating & Governance Committee oversees risks related to the company’s governance structure. The Committee also receives an annual report on the Integrity Program from the company's Director of Global Compliance
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Cash compensation:
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May be deferred at the election of the director into common share units.
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Deferred amounts are distributed in cash or stock, at the election of the director, in a single lump sum or installments following separation from service or an earlier designated date, in accordance with the director’s deferral election.
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Stock compensation:
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If the director does not satisfy the stock ownership guidelines as of the November 30 preceding the grant date, the stock is automatically deferred and distributed following the director’s separation from service.
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If the director satisfies the stock ownership guidelines as of the November 30 preceding the grant date, the stock is distributed one year after grant unless a deferral election is made.
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Dividends are credited to the director’s account balances and converted into additional common share units or common stock, as applicable.
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Fees Earned or
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Stock
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All Other
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Paid in Cash
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Awards
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Compensation
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Total
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Name
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($) (a)
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($) (b)
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($) (c)
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($) (d)
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J.R. Hennion
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87,500
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95,000
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1,682
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184,182
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J.E. Humphrey
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87,500
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95,000
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8,786
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191,286
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F.M. Jaehnert
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92,500
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95,000
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3,208
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190,708
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P.L. Kampling
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107,500
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95,000
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3,373
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205,873
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K.R. McLoughlin
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97,500
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95,000
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10,701
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203,201
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H.C. Slipsager
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92,500
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95,000
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0
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187,500
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C.I. Story
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97,500
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95,000
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0
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192,500
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B.C. Walker
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125,000
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95,000
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0
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220,000
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•
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Attract and retain executives who perform at a high level and are important to the continued success of the company
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•
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Provide strong financial incentives for named executive officers to increase shareholder value over the long term at reasonable cost to the shareholders
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•
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Annual salaries
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•
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Cash incentive awards
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•
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Long-term incentive awards
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•
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Retirement and deferred compensation plans
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•
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Employment and change of control agreements and benefits
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•
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Fiscal 2018 highlights included record commercial sales, significant progress on the company’s business optimization initiatives, and increasingly efficient operations. While the company encountered some temporary, significant headwinds in the second half of the year, its financial results demonstrated the success of its diversification and optimization strategies.
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Fiscal 2018 net sales were $1.88 billion, up $95.2 million, or 5.3%, from the prior year’s net sales of $1.79 billion. The company’s commercial product sales were $505 million, a new record and 16% higher than in fiscal 2017.
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The company recorded a net loss in fiscal 2018 of $11.3 million on a GAAP (as defined below) basis, compared to net income in fiscal 2017 of $56.7 million. The company’s GAAP results included business optimization charges, pension settlement charges, senior note repurchase premiums, and the impact of implementing U.S. tax reform. Excluding such items, the company’s adjusted net income, which is a non-GAAP financial measure, was $55.8 million.
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Engines segment net sales of $1.1 billion decreased by $32.5 million, or 3.0%, compared to fiscal 2017 net sales. The decrease was primarily due to certain channel partners decreasing their orders in response to the delayed start of spring weather, reductions in channel inventory in advance of anticipated brand transitions next season in the United States and inventory reductions by channel partners in Europe in advance of new emissions requirements that become applicable in calendar 2019. Higher sales of Vanguard™ commercial engines as well as higher pricing year-over-year partially offset the decrease.
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Products segment net sales of $904.0 million increased by $125.6 million, or 16.1%, compared to fiscal 2017 net sales of $778.4 million. The increase was primarily due to higher sales of commercial lawn and garden equipment, job site equipment and generators.
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As noted, fiscal 2018 brought certain challenges, including a delayed mowing season caused by a prolonged cold and wet spring, inventory reductions taken by channel partners in anticipation of brand transitions in the United States and new emissions regulations in Europe. Despite these challenges, the company continued to execute on its strategies of diversifying its business into higher growth, higher return product categories and maximizing efficiencies.
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Several new products were launched in fiscal 2018, most notably:
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•
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The 6.5 gross horsepower Vanguard® 200, the first in a new line of single-cylinder
horizontal shaft commercial gasoline engines built from the ground up based on customer input and designed to address key areas of performance critical to
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•
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Stand-on commercial spreader/sprayers
for fertilizer and pesticide-herbicide lawn applications on mid- to large-sized residential and commercial properties, through an acquisition of the Ground Logic® product line.
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•
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I
nfoHub™, a company-developed and brand agnostic “Internet of Things” device and web-based platform that enables commercial landscapers to better manage their businesses by tracking crew and equipment and optimizing scheduling and routes, allowing them to drive efficiency and bid more profitability.
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•
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CO Guard™ Carbon Monoxide Shutdown technology for portable generators, which is designed to shut off the generator if harmful levels of CO accumulate in the generator's operating area.
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The Night-Light
TM
E-Series Light Tower, which is geared toward special event rental applications and has multi-directional forklift pockets and the ability to withstand 50 mph winds.
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The company also made substantial progress on several business optimization initiatives designed to drive efficiencies and expand capacity in commercial engines and cutting equipment. Among them, Ferris
®
commercial mower production commenced at the company’s new, state-of-the-art production facility in Sherill, New York. The company completed preparations to build Vanguard™ commercial engines at its plants in Georgia and Alabama, where production commenced in July 2018. Also in July 2018, the company’s enterprise resource planning ("ERP") upgrade went live, which is intended to streamline company processes to improve efficiencies.
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•
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The company generated cash from operations of $92.7 million and returned $34.3 million to shareholders by paying $24.0 million in dividends and repurchasing $10.3 million of common stock under the company’s share repurchase program. The company’s capital structure was strengthened by a $30 million voluntary pension plan contribution and the repurchase of approximately $22.3 million of its high yield senior notes. The company also invested $103 million in capital expenditures, primarily to fund its business optimization initiatives.
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•
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Briggs Value Added (“BVA”), the company’s measurement tool that drives annual cash incentive compensation, was $37.3 million for fiscal 2018, resulting in annual incentives paid at 36% of target. BVA is operating income of the company, or a division or plant where applicable, less a capital charge.
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•
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Cumulative operating income over the three-year performance period consisting of fiscal years 2016, 2017 and 2018 equaled $262.7 million, resulting in no payout under the performance share unit awards ("PSUs") granted in fiscal 2016.
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2018
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2017
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||
Net Income
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$
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(11.3
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)
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$
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56.7
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Tax effected charges to reported net income:
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||||
Business Optimization Charges
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14.8
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-
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Pension Settlement Charges
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29.6
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-
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Tax Reform Charge
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21.1
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-
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Premiums on Early Bond Repurchases
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1.6
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-
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||
Adjusted Net Income
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$
|
55.8
|
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$
|
56.7
|
|
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|
Lennox International Inc.
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•
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Providing above-market award opportunities for superior performance
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•
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Placing a greater emphasis on combined company-wide, group and business unit results
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•
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Providing a consistent emphasis on performance throughout the company
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•
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Recognizing as appropriate individual and non-financial factors that contribute to success
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•
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Emphasizing teamwork and collaboration across all businesses and functions
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•
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The operating income component of the BVA calculation equals income from operations as reported on the company’s financial statements for the plan year, adjusted for material non-recurring items approved by the Compensation Committee.
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•
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The capital component of the BVA calculation is based on the capital employed in the company’s businesses multiplied by a cost of capital rate approved by the Compensation Committee.
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Name
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Total Grant Date Value
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Stock Options
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Restricted/Deferred Stock
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PUAs
|
T.J. Teske
|
$2,800
|
$1,120
|
$840
|
$840
|
M.A. Schwertfeger
|
525
|
157.5
|
210
|
157.5
|
D.J. Rodgers
|
650
|
195
|
260
|
195
|
W.H. Reitman
|
293
|
88
|
117
|
88
|
K.M. Buono
|
446
|
134
|
178
|
134
|
(1)
|
a lump sum equal to the officer’s accrued salary and cash award for the current year, plus three times the officer’s current annual salary and highest annual cash award (which is the greater of the
|
(2)
|
the present value of a three-year enhancement of service under the retirement plan and supplemental executive retirement plan,
|
(3)
|
continuation of benefits for three years after termination of employment under the company’s 401(k) plan, supplemental defined contribution and welfare benefit plans, including without limitation medical, prescription, dental, disability, salary continuance, employee life, group health, accidental death and travel insurance,
|
(4)
|
outplacement services selected by the officer,
|
(5)
|
any benefits the officer is eligible to receive under any other plan, program, policy, practice or contract of the company,
|
(6)
|
a “gross-up” payment that will reimburse the officer for any amounts paid under federal excise taxes, and
|
(7)
|
immediate vesting of all outstanding stock options, restricted stock, RSUs and deferred stock pursuant to the company’s incentive compensation plans; PUAs and PSUs will be paid out pro rata as if the target was achieved.
|
(1)
|
The agreements no longer have a provision that permits an officer to receive severance benefits if he or she voluntarily terminates employment during a 30-day window period one year after a change of control.
|
(2)
|
The agreements require that a named executive officer who intends to terminate his or her employment for good reason must provide the company with a written explanation and allow the company 30 days to address the situation.
|
(3)
|
The agreements provide that the company will reduce the lump sum payment that would be made to an officer to a level that does not invoke the federal excise tax imposed by Section 4999 of the Internal Revenue Code.
|
|
|
|
|
|
|
|
Change in
|
|
|
|||||||
|
|
|
|
|
|
|
Pension
|
|
|
|||||||
|
|
|
|
|
|
|
Value &
|
|
|
|||||||
|
|
|
|
|
|
|
Nonqualified
|
|
|
|||||||
Name &
|
|
|
|
|
|
Non-equity
|
Deferred
|
|
|
|||||||
Principal
|
|
|
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
|
|||||||
Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|||||||
(a)
|
(b)
|
($) (c)
|
($) (d)
|
($) (e)
|
($) (f)
|
($) (g)
|
($) (h)
|
($) (i)
|
($) (j)
|
|||||||
T.J. Teske
Chairman, Pres. & CEO |
2018
|
958,333
|
|
-
|
840,089
|
|
1,120,003
|
|
379,500
|
|
17,000
|
|
199,853
|
|
3,514,778
|
|
2017
|
935,000
|
|
-
|
810,045
|
|
1,080,000
|
|
462,825
|
|
(301,000
|
)
|
239,687
|
|
3,226,557
|
|
|
2016
|
930,167
|
|
-
|
1,607,920
|
|
1,071,992
|
|
675,301
|
|
1,365,000
|
|
277,563
|
|
5,927,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.A. Schwertfeger
Sr. Vice Pres. & CFO |
2018
|
405,833
|
|
-
|
210,022
|
|
157,482
|
|
87,660
|
|
-
|
|
50,334
|
|
911,331
|
|
2017
|
366,667
|
|
-
|
180,010
|
|
135,014
|
|
99,000
|
|
-
|
|
59,695
|
|
840,386
|
|
|
2016
|
311,667
|
|
-
|
245,168
|
|
105,016
|
|
123,420
|
|
-
|
|
66,965
|
|
852,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.J. Rodgers
Sr. Vice Pres. & Pres. – Engines Group |
2018
|
475,800
|
|
-
|
259,969
|
|
195,019
|
|
102,773
|
|
8,000
|
|
84,561
|
|
1,126,122
|
|
2017
|
466,563
|
|
-
|
252,014
|
|
189,005
|
|
125,972
|
|
(31,000
|
)
|
98,633
|
|
1,101,187
|
|
|
2016
|
457,150
|
|
-
|
451,929
|
|
193,700
|
|
181,031
|
|
200,000
|
|
100,156
|
|
1,583,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W.H. Reitman
Sr. Vice Pres. & Pres. – Global Support |
2018
|
399,550
|
|
-
|
117,293
|
|
87,882
|
|
86,303
|
|
70,000
|
|
362,629
|
|
1,123,657
|
|
2017
|
391,875
|
|
-
|
142,668
|
|
83,712
|
|
105,806
|
|
(44,000
|
)
|
267,404
|
|
947,465
|
|
|
2016
|
384,375
|
|
-
|
247,302
|
|
83,440
|
|
178,943
|
|
576,000
|
|
272,300
|
|
1,742,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K.M. Buono
Vice President, General Counsel & Corporate Secretary |
2018
|
416,833
|
|
-
|
178,498
|
|
133,818
|
|
75,030
|
|
-
|
|
55,609
|
|
859,788
|
|
2017
|
409,000
|
|
-
|
170,052
|
|
127,488
|
|
82,822
|
|
-
|
|
64,286
|
|
853,648
|
|
|
2016
|
402,000
|
|
-
|
293,923
|
|
125,996
|
|
106,128
|
|
-
|
|
70,143
|
|
998,190
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
All Other
|
All Other
|
|
|
|||||||
|
|
|
|
|
|
|
Stock
|
Option
|
|
Grant
|
|||||||
|
|
|
|
|
|
|
Awards:
|
Awards:
|
Exercise or
|
Date Fair
|
|||||||
|
|
|
|
|
|
|
Number
|
Number of
|
Base Price
|
Value of
|
|||||||
|
|
|
|
|
|
|
of Shares
|
Securities
|
of Option
|
Stock &
|
|||||||
|
|
Grant
|
Approval
|
|
|
|
of Stock
|
Underlying
|
Awards
|
Option
|
|||||||
|
Name
|
Date
|
Date
|
Threshold
|
Target
|
Maximum
|
or Units
|
Options
|
($/Share)
|
Awards
|
|||||||
|
(a)
|
(b)
|
(c)
|
($) (d)
|
($) (e)
|
($) (f)
|
(#) (g)
|
(#) (h)
|
(i)
|
($) (j)
|
|||||||
T.J. Teske
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Cash Award
|
8/31/18
|
8/14/18
|
|
|
1,054,166
|
|
2,108,333
|
|
|
|
|
|
|
|
|
|
Stock Option
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
|
|
241,380
|
|
20.47
|
|
1,120,003
|
|
|
Stock Award
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
41,040
|
|
|
|
|
|
840,089
|
|
|
PUAs
|
8/21/17
|
8/15/17
|
210,000
|
|
840,000
|
|
1,680,000
|
|
|
|
|
|
|
|
|
|
|
M.A. Schwertfeger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Award
|
8/31/18
|
8/14/18
|
|
|
243,500
|
|
487,000
|
|
|
|
|
|
|
|
|
|
Stock Option
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
|
|
33,940
|
|
20.47
|
|
157,482
|
|
|
Stock Award
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
10,260
|
|
|
|
|
|
210,022
|
|
|
PUAs
|
8/21/17
|
8/15/17
|
39,375
|
|
157,500
|
|
315,000
|
|
|
|
|
|
|
|
|
|
|
D.J. Rodgers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Award
|
8/31/18
|
8/14/18
|
|
|
285,480
|
|
570,960
|
|
|
|
|
|
|
|
|
|
Stock Option
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
|
|
42,030
|
|
20.47
|
|
195,019
|
|
|
Stock Award
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
12,700
|
|
|
|
|
|
259,969
|
|
|
PUAs
|
8/21/17
|
8/15/17
|
48,750
|
|
195,000
|
|
390,000
|
|
|
|
|
|
|
|
|
|
|
W.H. Reitman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Award
|
8/31/18
|
8/14/18
|
|
|
239,730
|
|
479,460
|
|
|
|
|
|
|
|
|
|
Stock Option
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
|
|
18,940
|
|
20.47
|
|
87,882
|
|
|
Stock Award
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
5,730
|
|
|
|
|
|
117,293
|
|
|
|
PUAs
|
8/21/17
|
8/15/17
|
21,975
|
|
87,900
|
|
175,800
|
|
|
|
|
|
|
|
|
|
K.M. Buono
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Award
|
8/31/18
|
8/14/18
|
|
|
208,417
|
|
416,833
|
|
|
|
|
|
|
|
|
|
Stock Option
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
|
|
28,840
|
|
20.47
|
|
133,818
|
|
|
Stock Award
|
8/21/17
|
8/15/17
|
|
|
|
|
|
|
8,720
|
|
|
|
|
|
178,498
|
|
|
PUAs
|
8/21/17
|
8/15/17
|
33,450
|
|
133,800
|
|
267,600
|
|
|
|
|
|
|
|
|
|
OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR-END
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
Option Awards
|
|
Stock Awards
|
||||||||||||
|
|
|
|
|
|
|
|
|
Equity
|
||||||
|
|
|
|
|
|
|
|
Equity
|
Incentive
|
||||||
|
|
|
|
|
|
|
|
Incentive
|
Plan Awards
|
||||||
|
|
|
|
|
|
|
|
Plan
|
Market or
|
||||||
|
|
|
|
|
|
|
|
Awards:
|
Payout
|
||||||
|
|
|
|
|
|
|
Market
|
No. of
|
Value of
|
||||||
|
No. of
|
No. of
|
|
|
|
No. of
|
Value of
|
Unearned
|
Unearned
|
||||||
|
Securities
|
Securities
|
|
|
|
Shares or
|
Shares or
|
Shares,
|
Shares,
|
||||||
|
Underlying
|
Underlying
|
Option
|
|
|
Units of
|
Units of
|
Units or
|
Units or
|
||||||
|
Unexercised
|
Unexercised
|
Exercise
|
Option
|
|
Stock That
|
Stock That
|
Other Rights
|
Other Rights
|
||||||
|
Options
|
Options
|
Price
|
Expiration
|
|
Have Not
|
Have Not
|
That Have
|
That Have
|
||||||
|
Exercisable
|
Unexercisable
|
($/Share)
|
Date
|
|
Vested
|
Vested
|
Not Vested
|
Not Vested
|
||||||
Name (a)
|
(#) (b)
|
(#) (c)
|
(d)
|
(e)
|
|
(#) (f)
|
($) (g)
|
(#) (h)
|
($) (i)
|
||||||
T.J. Teske
|
92,680
|
|
|
$20.82
|
8/31/18
|
|
39,620
|
|
697,708
|
|
10,924
|
|
192,372
|
|
|
|
272,970
|
|
|
|
$18.83
|
10/21/24
|
|
37,390
|
|
658,438
|
|
|
|
|
|
|
|
288,170
|
|
$19.90
|
8/18/25
|
|
40,400
|
|
711,444
|
|
|
|
|
||
|
|
281,250
|
|
$19.15
|
8/22/26
|
|
42,300
|
|
744,903
|
|
|
|
|
||
|
|
241,380
|
|
$20.47
|
8/21/27
|
|
41,040
|
|
722,714
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.A. Schwertfeger
|
16,270
|
|
|
|
$18.83
|
10/21/24
|
|
3,960
|
|
69,736
|
|
1,428
|
|
25,143
|
|
|
|
28,230
|
|
$19.90
|
8/18/25
|
|
2,230
|
|
39,270
|
|
|
|
|
|
|
|
|
35,160
|
|
$19.15
|
8/22/26
|
|
7,040
|
|
123,974
|
|
|
|
|
|
|
|
|
33,940
|
|
$20.47
|
8/21/27
|
|
9,400
|
|
165,534
|
|
|
|
|
||
|
|
|
|
|
|
10,260
|
|
180,679
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||
D.J. Rodgers
|
21,947
|
|
|
|
$20.82
|
8/31/18
|
|
9,030
|
|
159,018
|
|
2,631
|
|
46,332
|
|
|
64,570
|
|
|
|
$18.83
|
10/21/24
|
|
8,840
|
|
155,672
|
|
|
|
|
|
|
|
52,070
|
|
$19.90
|
8/18/25
|
|
12,980
|
|
228,578
|
|
|
|
|
||
|
|
49,220
|
|
$19.15
|
8/22/26
|
|
13,160
|
|
231,748
|
|
|
|
|
||
|
|
42,030
|
|
$20.47
|
8/21/27
|
|
12,700
|
|
223,647
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W.H. Reitman
|
27,820
|
|
|
|
$18.83
|
10/21/24
|
|
4,040
|
|
71,144
|
|
1,133
|
|
19,952
|
|
|
|
22,430
|
|
$19.90
|
8/18/25
|
|
3,000
|
|
52,830
|
|
|
|
|
|
|
|
|
21,800
|
|
$19.15
|
8/22/26
|
|
4,228
|
|
74,455
|
|
|
|
|
||
|
|
18,940
|
|
$20.47
|
8/21/27
|
|
6,046
|
|
106,470
|
|
|
|
|
||
|
|
|
|
|
|
3,222
|
|
56,739
|
|
|
|
||||
|
|
|
|
|
|
6,140
|
|
108,125
|
|
|
|
||||
|
|
|
|
|
|
1,693
|
|
29,814
|
|
|
|
||||
|
|
|
|
|
|
5,881
|
|
103,564
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
K.M. Buono
|
|
|
33,870
|
|
$19.90
|
8/18/25
|
|
8,440
|
|
148,628
|
|
1,712
|
|
30,140
|
|
|
|
33,200
|
|
$19.15
|
8/22/26
|
|
8,880
|
|
156,377
|
|
|
|
|||
|
|
28,840
|
|
$20.47
|
8/21/27
|
|
8,720
|
|
153,559
|
|
|
|
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2018
|
|||||
|
|
|
|
||
|
Option Awards
|
|
Stock Awards
|
||
|
No. of Shares
|
Value Realized on
|
|
No. of Shares
|
Value Realized on
|
Name
|
Acquired on Exercise
|
Exercise
|
|
Acquired on Vesting
|
Vesting
|
(a)
|
(#)(b)
|
($)(c)
|
|
(#)(d)
|
($)(e)
|
T.J. Teske
|
105,830
|
281,623
|
|
39,360
|
958,810
|
M.A. Schwertfeger
|
-
|
-
|
|
3,790
|
92,324
|
D.J. Rodgers
|
11,000
|
37,873
|
|
8,750
|
213,150
|
W.H. Reitman
|
-
|
-
|
|
4,080
|
99,389
|
K.M. Buono
|
-
|
-
|
|
8,000
|
146,800
|
PENSION BENEFITS FOR FISCAL YEAR 2018
|
|||||
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Years
|
Present Value
|
Payments
|
|
|
|
Credited
|
of Accumulated
|
During Last
|
|
Name
|
Plan Name
|
Service
|
Benefit
|
Fiscal Year
|
|
(a)
|
(b)
|
(#) (c)
|
($) (d)
|
($) (e)
|
|
T.J. Teske
|
B & S Retirement Plan
|
|
631,000
|
|
|
|
B & S Supplemental Executive Retirement Plan
|
|
5,492,000
|
|
|
|
Total
|
22.10
|
6,123,000
|
|
—
|
|
|
|
|
|
|
D.J. Rodgers
|
B & S Retirement Plan
|
|
154,000
|
|
|
|
B & S Supplemental Executive Retirement Plan
|
|
536,000
|
|
|
|
Total
|
11.60
|
690,000
|
|
—
|
|
|
|
|
|
|
W.H. Reitman
|
B & S Retirement Plan
|
|
1,040,000
|
|
|
|
B & S Supplemental Executive Retirement Plan
|
|
2,449,000
|
|
|
|
Total
|
25.39
|
3,489,000
|
|
—
|
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2018
|
||||||||||
Name
(a) |
|
Executive Contributions in Last Fiscal Year
($) (b) |
|
Registrant Contributions in Last Fiscal Year
($) (c) |
|
Aggregate Earnings (Loss) in Last Fiscal Year
($) (d) |
|
Aggregate Withdrawals/
Distributions ($) (e) |
|
Aggregate Balance at Last Fiscal Year End
($) (f) |
T.J. Teske
|
|
29,804
|
|
154,937
|
|
127,041
|
|
0
|
|
2,385,937
|
M.A. Schwertfeger
|
|
25,268
|
|
31,288
|
|
10,919
|
|
0
|
|
195,138
|
D.J. Rodgers
|
|
41,831
|
|
58,679
|
|
82,880
|
|
0
|
|
832,006
|
W.H. Reitman
|
|
24,568
|
|
50,538
|
|
34,816
|
|
0
|
|
828,214
|
K.M. Buono
|
|
33,161
|
|
31,437
|
|
9,232
|
|
0
|
|
222,537
|
CHANGE IN CONTROL PAYMENTS
|
|||||||||||||||||||||
Name
|
Severance Payment
|
Pension Enhancements
|
Outplacement Services
|
Tax
Gross-Up
|
Early Stock and PUA Vesting
|
Other Benefits
|
Total
|
||||||||||||||
T.J. Teske
|
|
$4,949,532
|
|
|
$320,000
|
|
|
$12,000
|
|
$
|
4,513,561
|
|
|
$4,355,108
|
|
|
$985,833
|
|
|
$15,136,034
|
|
M.A. Schwertfeger
|
1,560,231
|
|
-
|
|
12,000
|
|
-
|
|
721,618
|
|
184,123
|
|
2,477,972
|
|
|||||||
D.J. Rodgers
|
1,986,462
|
|
77,000
|
|
12,000
|
|
1,556,903
|
|
1,189,643
|
|
334,057
|
|
5,156,065
|
|
|||||||
W.H. Reitman
|
1,695,462
|
|
135,000
|
|
12,000
|
|
1,030,639
|
|
688,229
|
|
336,497
|
|
3,897,827
|
|
|||||||
K.M. Buono
|
1,518,579
|
|
-
|
|
12,000
|
|
-
|
|
588,143
|
|
196,986
|
|
2,315,708
|
|
Name
|
Deferred Compensation
|
Life
Insurance
|
Financial Planning
|
Medical Insurance
|
Company Plane (a)
|
Total
|
||||||||||||
T.J. Teske
|
|
$742,430
|
|
|
$66,486
|
|
|
$15,000
|
|
|
$41,917
|
|
|
$120,000
|
|
|
$985,833
|
|
M.A. Schwertfeger
|
156,023
|
|
-
|
|
15,000
|
|
13,100
|
|
-
|
|
184,123
|
|
||||||
D.J. Rodgers
|
258,240
|
|
18,900
|
|
15,000
|
|
41,917
|
|
-
|
|
334,057
|
|
||||||
W.H. Reitman
|
254,319
|
|
37,050
|
|
15,000
|
|
30,128
|
|
-
|
|
336,497
|
|
||||||
K.M. Buono
|
151,858
|
|
-
|
|
15,000
|
|
30,128
|
|
-
|
|
196,986
|
|
|
|
2018
|
|
2017
|
|
||
Audit Fees
|
|
|
$1,369,000
|
|
|
$1,281,000
|
|
Audit-Related Fees
|
|
0
|
|
0
|
|
||
Tax Fees
|
|
583,000
|
|
327,000
|
|
||
All Other Fees
|
|
2,000
|
|
0
|
|
||
|
Total Fees
|
$
|
1,954,000
|
|
$
|
1,608,000
|
|
Name and Address of
Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percent of
Class |
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
6,237,001 (a)
|
14.7%
|
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355 |
4,316,187 (b)
|
10.2%
|
Dimensional Fund Advisors LP Building One
6300 Bee Cave Road Austin, TX 78746 |
3,610,325 (c)
|
8.5%
|
LSV Asset Management
155 North Wacker Drive, Suite 4600 Chicago, IL 60606 |
2,309,617 (d)
|
5.2%
|
Brandes Investment Partners, L.P.
11988 El Camino Real, Suite 600 San Diego, CA 92130 |
2,221,027 (e)
|
5.2%
|
(a)
|
BlackRock, Inc. reported that as of December 31, 2017, it had sole voting power with respect to 6,110,697 shares and sole dispositive power with respect to 6,237,001 shares.
|
(b)
|
The Vanguard Group, Inc. reported that as of January 31, 2018, it had sole voting power with respect to 45,341 shares, shared voting power with respect to 8,700 shares, sole dispositive power with respect to 4,266,184 shares and shared dispositive power with respect to 50,003 shares.
|
(c)
|
Dimensional Fund Advisors LP reported that as of December 31, 2017, it had sole voting power with respect to 3,461,774 shares and sole dispositive power with respect to 3,610,325 shares.
|
(d)
|
LSV Asset Management reported that as of December 31, 2017, it had sole voting power with respect to 1,175,592 shares and sole dispositive power with respect to 2,309,617 shares.
|
(e)
|
Brandes Investment Partners, L.P. reported that as of December 31, 2017, it had shared voting power with respect to 1,622,480 shares and shared dispositive power with respect to 2,221,027 shares.
|
|
|
Number
|
|
|
|
|
Nature of Beneficial Ownership
|
|
||||
|
|
of Shares
|
|
|
Percent
|
|
Sole Voting
|
|
Shared Voting
|
|
Sole
|
|
|
|
Beneficially
|
|
|
of
|
|
& Investment
|
|
& Investment
|
|
Voting Power
|
|
Name
|
|
Owned
|
|
|
Class
|
|
Power
|
|
Power
|
|
Only
|
|
Kathryn M. Buono
|
|
65,450
|
(a)
|
|
*
|
|
39,410
|
|
0
|
|
26,040
|
(b)
|
Sara A. Greenstein
|
|
0
|
|
|
*
|
|
0
|
|
0
|
|
0
|
|
Jeffrey R. Hennion
|
|
14,605
|
(c)
|
|
*
|
|
14,605
|
|
0
|
|
0
|
|
James E. Humphrey
|
|
34,783
|
(c)
|
|
*
|
|
34,783
|
|
0
|
|
0
|
|
Frank M. Jaehnert
|
|
29,127
|
(c)
|
|
*
|
|
29,127
|
|
0
|
|
0
|
|
Patricia L. Kampling
|
|
39,705
|
(c)
|
|
*
|
|
39,705
|
|
0
|
|
0
|
|
Keith R. McLoughlin
|
|
43,400
|
(c)
|
|
*
|
|
43,400
|
|
0
|
|
0
|
|
William H. Reitman
|
|
91,862
|
(a)(e)
|
|
*
|
|
53,035
|
|
31,787
|
|
7,040
|
(b)
|
David J. Rodgers
|
|
239,223
|
(a)
|
|
*
|
|
182,513
|
|
0
|
|
56,710
|
(b)
|
Mark A. Schwertfeger
|
|
83,028
|
(a)
|
|
*
|
|
50,138
|
|
0
|
|
32,890
|
(b)
|
Henrik C. Slipsager
|
|
43,624
|
(c)
|
|
*
|
|
43,624
|
|
0
|
|
0
|
|
Charles I. Story
|
|
57,615
|
(c)
|
|
*
|
|
57,615
|
|
0
|
|
0
|
|
Todd J. Teske
|
|
1,629,912
|
(a)
|
|
3.8
|
|
829,162
|
|
600,000
|
(d)
|
200,750
|
(b)
|
Brian C. Walker
|
|
57,032
|
(c)
|
|
*
|
|
57,032
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and current executive officers
|
|
|
|
|
|
|
|
|
|
|||
as a group (18 persons including
|
|
|
|
|
|
|
|
|
|
|
||
the above named persons)
|
2,746,081
|
(a)(b)(c)
|
|
6.3
|
|
|
|
|
|
|
|
|
|
|
|
(d)(e)
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes shares issuable pursuant to stock options exercisable within 60 days of August 17, 2018, for Mr. Teske 653,820 shares, Mr. Schwertfeger 44,500 shares, Mr. Rodgers 138,587 shares, Mr. Reitman 50,250 shares and all directors and executive officers as a group 1,080,007 shares.
|
(b)
|
Executive officers hold shares of restricted stock (included in the table above) over which the holders have sole voting but no investment power as indicated: Mr. Teske 200,750 shares, Mr. Schwertfeger 32,890 shares, Mr. Rodgers 56,710 shares, Mr. Reitman 7,040 shares, Ms. Buono 26,040 shares and all directors and executive officers as a group 389,500 shares. Of those amounts, the following shares of restricted stock vested on August 18, 2018, and August 20, 2018: Mr. Teske 80,020 shares, Mr. Schwertfeger 11,000 shares, Mr. Rodgers 22,010 shares, Mr. Reitman 4,040 shares, Ms. Buono 8,440 shares and all directors and executive officers as a group 150,610 shares.
|
(c)
|
Includes grants to directors deferred under the Deferred Compensation Plan for the following Directors: Mr. Hennion 14,605 shares, Mr. Humphrey 34,783 shares, Mr. Jaehnert 19,127 shares, Ms. Kampling 34,616 shares, Mr. McLoughlin 38,613 shares,
Mr. Slipsager 23,624 shares, Mr. Story 45,207 shares, and Mr. Walker 54,632 shares.
|
(d)
|
For Mr. Teske, includes 600,000 shares in the Briggs & Stratton Corporation Foundation, Inc. over which he shares beneficial ownership through joint voting and investment power. For Mr. Reitman, includes 31,787 shares held in a living trust where he and his spouse serve as co-trustees.
|
(e)
|
Mr. Reitman also holds a total of 27,210 deferred shares of company common stock and RSUs; included in that total are 6,046 RSUs that vested on August 18, 2018. These securities are intended to reflect the performance of company common stock and are payable in common stock, but these shares have no voting rights and are not included in the number of shares reflected in the “Number of Shares Beneficially Owned” column in the table above. The company lists them in this footnote because they represent an additional economic interest tied to the performance of company common stock.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in 1st column)
|
Equity compensation plans approved by security holders
|
3,193,154 (1)
|
$19.65 (2)
|
5,500,366 (3)
|
Equity compensation plans not approved by security holders
|
-
|
n/a
|
-
|
Total
|
3,193,154
|
$19.65
|
5,500,366
|
(1)
|
Represents options, restricted stock, RSUs, deferred stock and PSUs granted under the Omnibus Plan. PSUs included in this number are the maximum number of shares that could be issued.
|
(2)
|
Weighted average exercise price relates only to stock options.
|
(3)
|
Represents securities available for future issuance under the Omnibus Plan. The calculation counts one option as a single share, each share of restricted or deferred stock as 2.90 shares, each RSU as 2.90 shares and a target award of a PSU as 2.90 shares in accordance with the Omnibus Plan.
|
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