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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cabelas Class A (delisted) | NYSE:CAB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 61.50 | 0 | 01:00:00 |
Delaware
|
|
20-0486586
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification Number)
|
|
|
|
One Cabela Drive, Sidney, Nebraska
|
|
69160
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.01 per share
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
PART III
|
Page
|
|
|
|
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
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Certain Relationships and Related Transactions, and Director Independence
|
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Item 14.
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Principal Accounting Fees and Services
|
|
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PART IV
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|
|
|
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Item 15.
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Exhibits, Financial Statement Schedules
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|
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SIGNATURES
|
||
EXHIBIT INDEX
|
•
|
Financial Expertise
- former Chief Financial Officer of Angelica Corporation; former Chair of the Audit Committee of UMB Financial Corporation; audit committee financial expert
|
•
|
Industry Experience
- former member of UMB Financial Corporation’s Board of Directors; director of the Company since 2004
|
•
|
Outside Board Experience
- former director of UMB Financial Corporation
|
•
|
Management and Leadership Experience
- current Chairman of the Company; former President of the Company; former Vice Chairman of the Company
|
•
|
Industry Experience
- co-founder of the Company; director of the Company since 1965
|
•
|
Marketing Experience
- innovator in the direct marketing of outdoor gear
|
•
|
Management and Leadership Experience
- former Chief Executive Officer of West Marine, Inc.; former Chief Executive Officer of World Duty Free Americas, Inc.
|
•
|
Financial Expertise
- former member of the Audit Committee of Vitamin Shoppe; audit committee financial expert
|
•
|
Industry Experience
- former Chief Executive Officer of specialty retailer; former member of Board of Directors of specialty retailer and direct marketer of vitamins and supplements; director of the Company since 2007
|
•
|
Marketing Experience -
former Chief Executive Officer of specialty retailer
|
•
|
Outside Board Experience
- former director of Vitamin Shoppe
|
•
|
Management and Leadership Experience
- served as our CEO from July 2003 to March 2009; former Vice Chairman of the Company
|
•
|
Industry Experience
- 38 years of employment by the Company, during which he held a series of senior management positions; director of the Company since 2003
|
•
|
Marketing Experience -
many years of experience in the marketing and promotion of outdoor products through direct and retail channels
|
•
|
Management and Leadership Experience
- Chairman of McCarthy Group
|
•
|
Financial Expertise
- former member of the Audit Committee of Union Pacific; determined to be audit committee financial expert by Union Pacific’s Board of Directors; founder of private equity firm
|
•
|
Industry Experience
- director of the Company since 1996
|
•
|
Outside Board Experience
- McCarthy Group; Union Pacific; and Peter Kiewit Sons’
|
•
|
Management and Leadership Experience
- current CEO; Chief Executive Officer of Remington from April 1999 to March 2009
|
•
|
Financial Expertise
- former member of the Audit Committee of Stanley Furniture Company; determined to be audit committee financial expert by Stanley Furniture’s Board of Directors
|
•
|
Industry Experience
- current CEO; director of the Company since 2009
|
•
|
Outside Board Experience
- Best Buy; former director of Stanley Furniture and Lazy Days’ R.V. Center
|
•
|
Management and Leadership Experience
- former Managing Director and Head of DTCC Solutions; former Chief Administrative Officer of DTCC; former Deputy Chief Executive Officer of DBA
|
•
|
Financial Expertise
- former Chief Administrative Officer of DTCC; former Deputy Chief Executive Officer of DBA
|
•
|
Industry Experience
- former Deputy Chief Executive Officer of DBA
|
•
|
Management and Leadership Experience
- President and Chief Executive Officer and subsequent Vice Chairman of Dean & DeLuca from 2006 to 2009; President and Chief Executive Officer of Organized Living from 2004 to 2005; President and Chief Executive Officer of Bath & Body Works from 1991 to 2003
|
•
|
Financial Expertise
- former member of the Audit Committees of Albertson’s and Zale Corporation
|
•
|
Industry Experience
- former President and Chief Executive Officer of several specialty retailers; member of Board of Directors of specialty retailer and direct marketer of vitamins and supplements; former member of Board of Directors of specialty retailer of jewelry
|
•
|
Marketing Experience -
former President and Chief Executive Officer of several specialty retailers
|
•
|
Outside Board Experience
- Vitamin Shoppe; Loblaw Companies Limited; former director of Borderfree, Zale Corporation, Shoppers Drug Mart Corporation, Ecolab, Borders Group, and Albertson’s
|
•
|
Management and Leadership Experience
- Chief Executive Officer President of Molson Coors from July 2008 to December 2014; President and Chief Executive Officer of Coors Brewing Company from October 2007 to June 2008; President and Chief Executive Officer of MCBC UK from 2005 to November 2007; President and Chief Executive Officer of Coors Brewing Worldwide from 2003 to 2005
|
•
|
Industry Experience
- director of specialty retailer
|
•
|
Marketing Experience -
former Chief Executive Officer and President of Molson Coors, Coors Brewing Company, MCBC UK, and Coors Brewing Worldwide; former Chief Operating Officer of MCBC UK
|
•
|
Outside Board Experience
- Express; former director of Molson Coors and MillerCoors
|
•
|
Management and Leadership Experience
- Chairman and Chief Executive Officer of Tractor Supply Company from November 2007 to January 2013; President and Chief Executive Officer of Tractor Supply Company from 2004 to November 2007; President and Chief Operating Officer of Tractor Supply Company from 2000 to 2004; President and Chief Executive Officer of Tire Kingdom from 1997 to 2000
|
•
|
Industry Experience
- former Chairman, President, Chief Executive Officer, and Chief Operating Officer of Tractor Supply Company; former President and Chief Executive Officer of Tire Kingdom; former director and Executive Committee member of the National Retail Federation
|
•
|
Marketing Experience -
former Chairman, President, Chief Executive Officer, and Chief Operating Officer of Tractor Supply Company; former President and Chief Executive Officer of Tire Kingdom
|
•
|
Outside Board Experience
- H&R Block; former director of Spartan Stores and Tractor Supply Company
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
James W. Cabela
|
|
77
|
|
Chairman
|
Thomas L. Millner
|
|
63
|
|
Chief Executive Officer
|
Scott K. Williams
|
|
53
|
|
President
|
Sean Baker
|
|
46
|
|
Executive Vice President and President and Chief Executive Officer of World’s Foremost Bank
|
Charles Baldwin
|
|
49
|
|
Executive Vice President and Chief Administrative Officer
|
Ralph W. Castner
|
|
54
|
|
Executive Vice President and Chief Financial Officer
|
Douglas R. Means
|
|
51
|
|
Executive Vice President and Chief Information Technology and Supply Chain Officer
|
•
|
each Company option will be fully vested and cancelled by virtue of the Merger and, in exchange therefor, each holder of any such cancelled Company option will be entitled to receive a payment in cash of an amount equal to the product of (i) the number of shares of Company common stock subject to such cancelled Company option, and (ii) the excess, if any, of the Merger consideration of $61.50 per share (subject to adjustment under certain circumstances specified in the Merger Agreement, as amended) (the “Merger Consideration”) over the exercise price per share subject to such cancelled Company option, without interest; provided, however, that any such Company option with respect to which the exercise price per share subject thereto is equal or greater than the Merger Consideration will be cancelled in exchange for no consideration; and
|
•
|
each restricted stock unit award will be fully vested (with any performance conditions applicable to such award deemed satisfied in full) and cancelled by virtue of the Merger and, in exchange therefor, each holder of any such cancelled award will be entitled to receive a payment in cash of an amount equal to the product of (i) the number of shares of Company common stock subject to such cancelled award and (ii) the Merger Consideration.
|
Corporate Financial Objectives
|
|
Fiscal 2015
|
|
Fiscal 2016
|
|
Increase/(Decrease)
|
|
|
|
|
|
|
|
Adjusted Operating Income
|
|
$329 million (1)
|
|
$318 million
|
|
$(11) million
|
|
|
|
|
|
|
|
(1)
|
Adjusted operating income was not a corporate financial objective in fiscal 2015. See “Fiscal 2016 Bonus Opportunities” for further information regarding how adjusted operating income is calculated for bonus purposes.
|
•
|
Short-term cash bonus opportunities are set on an annual basis, consisting of milestones which we believe contribute to growth in shareholder value.
|
•
|
The Company’s long-term incentive plans are designed to reward executive officers for the achievement of long-term objectives, which we believe result in an increase in shareholder value.
|
•
|
Since we believe that a significant ownership stake in the Company leads to a strong alignment of interests with shareholders, our executive officers are subject to minimum stock ownership and retention guidelines. Our CEO is required to own stock equal in value to five times his annual base salary, and our President and Executive Vice Presidents are required to own stock equal in value to three times their annual base salary. All of our executive officers are in compliance with the Company’s stock ownership and retention guidelines.
|
•
|
Management Change of Control Severance Agreements with our named executive officers contain a double trigger - meaning that any payments under these agreements are strictly tied to both a change in control and qualifying termination of employment.
|
•
|
Management Change of Control Severance Agreements with our named executive officers, if triggered, call for payments of less than three times annual base salary and bonus.
|
•
|
Management Change of Control Severance Agreements with our named executive officers, if triggered, do not provide tax gross-ups to our named executive officers.
|
•
|
The Company’s 2004 Stock Plan and the Company’s 2013 Stock Plan (the “Stock Plans”) prohibit the cash buyout of underwater options or stock appreciation rights.
|
•
|
The Stock Plans prohibit the repricing of options.
|
•
|
Proprietary Matters Agreements with our executive officers require our executive officers to forfeit all of their outstanding equity awards and reimburse us for any amounts received as profit or gain from any previously granted equity awards if the executive officer breaches the Proprietary Matters Agreement.
|
•
|
Executive officers receive retirement, health, and welfare benefits that are consistent with our other exempt employees.
|
•
|
Executive officers are not allowed to make a short sale of stock, which we define as any transaction whereby one may benefit from a decline in our stock price, or buy or sell derivative securities relating to the Company’s stock.
|
•
|
attract, motivate, and retain superior talent;
|
•
|
ensure that compensation is commensurate with our performance and shareholder returns;
|
•
|
provide performance awards for the achievement of strategic objectives that are critical to our long-term growth; and
|
•
|
ensure that our executive officers and certain key personnel have financial incentives to achieve sustainable growth in shareholder value.
|
•
|
improve top-line sales;
|
•
|
increase bottom-line profits;
|
•
|
retail store expansion and innovation;
|
•
|
customers first;
|
•
|
focus on all outfitters; and
|
•
|
grow World’s Foremost Bank.
|
•
|
our long-standing philosophy of having a significant portion of potential short- and long-term compensation tied to our performance;
|
•
|
internal equity; and
|
•
|
individual and corporate performance.
|
|
Fiscal 2015 Base Salary (1)
|
|
Fiscal 2016 Base Salary
|
|
Fiscal 2017 Base Salary
|
|
|
|
|
|
|
Thomas L. Millner
|
$1,025,000
|
|
$1,025,000
|
|
$1,055,750
|
Scott K. Williams
|
545,000
|
|
$750,000(2)
|
|
$772,500
|
Sean Baker
|
$410,000
|
|
$450,000
|
|
$463,500
|
Charles Baldwin
|
(3)
|
|
$420,000
|
|
$432,600
|
Ralph W. Castner
|
$475,000
|
|
$475,000
|
|
$489,250
|
Michael Copeland
|
$465,000
|
|
$465,000(4)
|
|
$465,000(4)
|
|
|
|
|
|
|
(1)
|
Represents base salaries in effect as of the end of fiscal 2015.
|
(2)
|
In February 2016, Mr. Williams’ base salary was, in light of market data, internal equity, and his increased responsibilities, increased to $750,000 in connection with his promotion to the position of President.
|
(3)
|
Mr. Baldwin was not a fiscal 2015 named executive officer.
|
(4)
|
Mr. Copeland is no longer an executive officer of the Company. Mr. Copeland transitioned to the position of Strategic Advisor in March 2016. His fiscal 2016 and fiscal 2017 base salaries were established pursuant to the executive employment agreement he entered into in connection with his transition, which agreement has a two-year term.
|
•
|
individual executive officer performance;
|
•
|
the effect of equity compensation grants on earnings per share;
|
•
|
the executive officers’ percentage of the total number of options and restricted stock units being granted to employees in fiscal 2016; and
|
•
|
the level of grants necessary to keep our executive officers focused, motivated, and engaged.
|
•
|
on March 2, 2012, 64,000 premium-priced stock options with an exercise price of $40.45 per share (115% of the closing price of $35.17 per share of the Company’s common stock on the NYSE on March 2, 2012);
|
•
|
on March 2, 2013, 64,000 premium-priced stock options with an exercise price of $58.55 per share (115% of the closing price of $50.91 per share of the Company’s common stock on the NYSE on March 2, 2013);
|
•
|
on March 2, 2014, 64,000 premium-priced stock options with an exercise price of $76.27 per share (115% of the closing price of $66.32 per share of the Company’s common stock on the NYSE on March 2, 2014);
|
•
|
on March 2, 2015, 64,000 premium-priced stock options with an exercise price of $63.78 per share (115% of the closing price of $55.46 per share of the Company’s common stock on the NYSE on March 2, 2015); and
|
•
|
on March 2, 2016, 64,000 premium-priced stock options with an exercise price of $55.66 per share (115% of the closing price of $48.40 per share of the Company’s common stock on the NYSE on March 2, 2016).
|
•
|
On an annual basis, the Compensation Committee’s current strategy is to use a balanced approach in allocating between base pay, annual cash bonus opportunities, and equity-based long-term compensation (the Compensation Committee did not grant equity-based long-term compensation awards in 2017 because of restrictions in the Merger Agreement, as amended).
|
•
|
We expect that in the long run the majority of total compensation paid to executive officers will come from equity-based long-term incentives. This is consistent with our philosophy of utilizing executive compensation to create sustainable growth in shareholder value.
|
•
|
We recognize that to create sustainable growth in shareholder value, increases in revenue and profitability are necessary in the near term. Accordingly, it is our intention to pay annual cash bonuses which have the potential to be equal to or greater than base pay. However, bonuses will only be paid to the extent short-term objectives are achieved or exceeded.
|
•
|
Finally, we recognize that in order to attract and retain the kind of talent necessary to build shareholder value, we must pay competitive base salaries and benefits.
|
Corporate Financial Objectives
|
|
Minimum
|
|
Target
|
|
Maximum
|
|
2016 Results
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Income
|
|
$330 million
|
|
$388 million
|
|
$407 million
|
|
$318 million
|
|
|
|
|
|
|
|
|
|
|
Minimum Bonus
|
|
Target Bonus
|
|
Maximum Bonus
|
|
|
|
|
|
|
Thomas L. Millner
|
$263,938
|
|
$1,425,263
|
|
$2,111,500
|
Scott K. Williams
|
$193,125
|
|
$965,625
|
|
$1,351,875
|
Sean Baker
|
$115,875
|
|
$463,500
|
|
$695,250
|
Charles Baldwin
|
$108,150
|
|
$432,600
|
|
$648,900
|
Ralph W. Castner
|
$122,313
|
|
$489,250
|
|
$733,875
|
|
|
|
|
|
|
•
|
Non-employee directors are required to own Company stock equal in value to five times their annual cash retainers for Board and Board Committee service.
|
•
|
The CEO is required to own stock equal in value to five times his annual base pay.
|
•
|
The President and Executive Vice Presidents are required to own stock equal in value to three times their annual base pay.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock Awards
($)(1)
|
|
Option Awards
($)(2)
|
|
Non-Equity Incentive Plan Compensation
($)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)(3)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Millner,
Chief Executive Officer
|
|
2016
2015
2014
|
|
$1,025,000
$1,054,731
$989,000
|
|
-
$392,376
-
|
|
$2,081,200
$920,636
$1,069,410
|
|
$2,287,414
$1,789,322
$2,353,510
|
|
-
-
-
|
|
-
-
-
|
|
$117,851
$10,400
$10,400
|
|
$5,511,465
$4,167,465
$4,422,320
|
Scott K. Williams,
President
|
|
2016
2015
2014
|
|
$718,461
$517,654
$432,923
|
|
-
$166,990
-
|
|
$2,031,120
$461,705
$535,534
|
|
$483,736
$335,755
$397,577
|
|
-
-
-
|
|
-
-
-
|
|
$23,612
$10,400
$10,400
|
|
$3,256,929
$1,492,504
$1,376,434
|
Sean Baker,
Executive Vice President and Chief Executive Officer of World’s Foremost Bank
|
|
2016
2015
|
|
$440,769
$423,077
|
|
-
$136,932
|
|
$532,400
$461,705
|
|
$294,448
$335,755
|
|
-
- |
|
-
- |
|
$28,739
$27,069
|
|
$1,296,356
$1,384,538
|
Charles Baldwin,
Executive Vice President and Chief Administrative Officer
|
|
2016
|
|
$414,231
|
|
-
|
|
$532,400
|
|
$294,448
|
|
-
|
|
-
|
|
$28,767
|
|
$1,269,846
|
Ralph W. Castner,
Executive Vice President and Chief Financial Officer
|
|
2016
2015
2014
|
|
$475,000
$489,567
$453,462
|
|
-
$158,640
-
|
|
$532,400
$461,705
$535,534
|
|
$294,448
$335,755
$397,577
|
|
-
-
-
|
|
-
-
-
|
|
$28,767
$28,264
$15,500
|
|
$1,330,615
$1,473,931
$1,402,073
|
Michael Copeland,
Strategic Advisor
|
|
2016
2015
2014
|
|
$465,000
$477,803
$424,577
|
|
-
$155,300
-
|
|
$532,400
$461,705
$535,534
|
|
$294,448
$335,755
$397,577
|
|
-
-
-
|
|
-
-
-
|
|
$29,399
$29,133
$15,500
|
|
$1,321,247
$1,459,696
$1,373,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification 718-10,
Share-Based Payment
(“ASC 718”) and is calculated based on the closing price of a share of our common stock on the date of grant. Includes the grant date fair value of performance-based restricted stock units granted to our named executive officers which are reported based on the probable achievement of the underlying performance goal. The performance criteria for fiscal 2016 performance-based restricted stock units is described under “Compensation Discussion and Analysis - Performance Criteria for Performance-Based Restricted Stock Units.”
|
(2)
|
Reflects the grant date fair value in accordance with ASC 718. Refer to Note 19 “Stock Based Compensation Plans and Employee Benefit Plans” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on February 16, 2017, for the relevant assumptions used to determine the valuation of our option awards.
|
(3)
|
For 2016, includes (i) 401(k) Plan matching contributions ($10,400 for Messrs. Millner and Williams and $15,500 for Messrs. Baker, Baldwin, Castner, and Copeland), (ii) financial planning services and home security services for Messrs. Baker, Baldwin, Castner, and Copeland, (iii) financial planning services, home security services, and personal travel on Company aircraft for Mr. Williams, and (iv) financial planning services, home security services, merchandise provided for testing, and personal travel on Company aircraft at an aggregate incremental cost to the Company of $92,152 for Mr. Millner. The aggregate incremental cost of Mr. Millner’s personal travel on Company aircraft is based on the Company’s variable cost per hour of operating the aircraft multiplied by the number of hours of personal travel.
|
Name
|
|
Award Type
|
|
Grant Date
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards
($/Sh)
|
|
Grant Date
Fair Value of Stock and Option Awards
($)(1)
|
||||
|
|
|
|
|
|
|
||||||||||||
|
|
|
Minimum
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
Annual Option
Annual Option
Annual RSU
Annual PBRSU
Annual Cash
|
|
03/02/16
03/02/16
03/02/16
03/02/16
-
|
|
-
- - - $256,250 |
|
-
- - - $1,383,750 |
|
-
- - - $2,050,000 |
|
-
- 5,000 38,000 - |
|
70,000
64,000
-
-
-
|
|
$48.40
$55.66
-
-
-
|
|
$1,472,240
$815,174
$242,000
$1,839,200
-
|
Scott K. Williams
|
|
President RSU
Annual Option
Annual RSU
Annual PBRSU
Annual Cash
|
|
02/08/16
03/02/16
03/02/16
03/02/16
-
|
|
-
-
- - $187,500 |
|
-
- -
-
$937,000 |
|
-
-
-
- $1,322,500 |
|
33,333
-
2,500 12,000 - |
|
-
23,000
-
-
-
|
|
-
$48.40
-
-
-
|
|
$1,329,320
$483,736
$121,000
$580,800
-
|
Sean Baker
|
|
Annual Option
Annual RSU
Annual PBRSU
Annual Cash
|
|
03/02/16
03/02/16
03/02/16
-
|
|
-
- - $112,500 |
|
-
- - $450,000 |
|
-
- - $675,000 |
|
-
2,500 8,500 - |
|
14,000
-
-
-
|
|
$48.40
-
-
-
|
|
$294,448
$121,000
$411,400
-
|
Ralph W. Castner
|
|
Annual Option
Annual RSU
Annual PBRSU
Annual Cash
|
|
03/02/16
03/02/16
03/02/16
-
|
|
-
- - $118,750 |
|
-
- - $475,000 |
|
-
- - $712,500 |
|
-
2,500 8,500 - |
|
14,000
-
-
-
|
|
$48.40
-
-
-
|
|
$294,448
$121,000
$411,400
-
|
Charles Baldwin
|
|
Annual Option
Annual RSU
Annual PBRSU
Annual Cash
|
|
03/02/16
03/02/16
03/02/16
-
|
|
-
- - $105,000 |
|
-
- - $420,000 |
|
-
- - $630,000 |
|
-
2,500 8,500 - |
|
14,000
-
-
-
|
|
$48.40
-
-
-
|
|
$294,448
$121,000
$411,400
-
|
Michael Copeland
|
|
Annual Option
Annual RSU
Annual PBRSU
Annual Cash
|
|
03/02/16
03/02/16
03/02/16
-
|
|
-
- - - |
|
-
- - - |
|
-
- - - |
|
-
2,500 8,500 - |
|
14,000
-
-
-
|
|
$48.40
-
-
-
|
|
$294,448
$121,000
$411,400
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the grant date fair value of stock and option awards in accordance with ASC 718. For stock awards, the grant date fair value was calculated based on the closing price of a share of our common stock on the date of grant and the probable achievement of the underlying performance goal. Refer to Note 19 “Stock Based Compensation Plans and Employee Benefit Plans” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on February 16, 2017, for the relevant assumptions used to determine the valuation of our option awards.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||
Name
|
|
Number
of
Securities Underlying Unexercised Options
(#)
Exercisable
|
|
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)(6)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
111,720
60,000
40,000
40,000
-
23,739
-
13,426
-
6,913
-
-
-
|
|
-
- - - 64,000 (1) 7,911 (2) 64,000 (1) 13,424 (3) 64,000 (1) 20,737 (4) 64,000 (1)
70,000 (5)
64,000 (1)
|
|
-
- - - - - - - - - -
-
- |
|
$8.68
$16.18
$26.89
$35.17
$40.45
$50.91
$58.55
$66.32
$76.27
$55.46
$63.78
$48.40
$55.66
|
|
03/13/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2020
03/02/2021
03/02/2021
03/02/2022
03/02/2022
03/02/2023
03/02/2023
03/02/2024
03/02/2024
|
|
8,179 (7)
|
|
$478,880
|
|
60,079 (10)
|
|
$3,517,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott K. Williams
|
|
16,000
9,507
6,714
3,457
-
|
|
-
3,168 (2)
6,711 (3)
10,368 (4)
23,000 (5)
|
|
-
- - -
-
|
|
$35.17
$50.91
$66.32
$55.46
$48.40
|
|
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
39,012 (8)
|
|
$2,284,153
|
|
21,078 (11)
|
|
$1,234,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sean B. Baker
|
|
2,400
1,980
1,050
1,160
7,125
5,376
3,457
-
|
|
-
- - - 2,375 (2)
5,374 (3)
10,368 (4)
14,000 (5)
|
|
-
- - - - - - - |
|
$8.01
$16.18
$26.89
$35.17
$50.91
$66.32
$55.46
$48.40
|
|
03/02/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
5,679 (9)
|
|
$332,505
|
|
16,504 (12)
|
|
$966,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Baldwin
|
|
30,000
18,000
12,000
12,000
7,125
5,376
3,457
-
|
|
-
- - - 2,375 (2)
5,374 (3)
10,368 (4)
14,000 (5)
|
|
-
- - - - - - - |
|
$8.01
$16.18
$26.89
$35.17
$50.91
$66.32
$55.46
$48.40
|
|
03/02/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
5,679 (9)
|
|
$332,505
|
|
16,504 (12)
|
|
$966,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ralph W. Castner
|
|
30,000
24,000
16,000
16,000
11,871
6,714
3,457
-
|
|
-
- - - 3,954 (2)
6,711 (3)
10,368 (4)
14,000 (5)
|
|
-
- - - - - - - |
|
$8.01
$16.18
$26.89
$35.17
$50.91
$66.32
$55.46
$48.40
|
|
03/02/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
5,679 (9)
|
|
$332,505
|
|
17,971 (13)
|
|
$1,052,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Copeland
|
|
4,350
7,500
18,000
12,000
12,000
11,871
6,714
3,457
-
|
|
-
- - -
-
3,954 (2)
6,711 (3)
10,368 (4)
14,000 (5)
|
|
-
- - - - - - - - |
|
$8.01
$12.74
$16.18
$26.89
$35.17
$50.91
$66.32
$55.46
$48.40
|
|
03/02/2017
05/12/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
5,679 (9)
|
|
$332,505
|
|
17,971 (13)
|
|
$1,052,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Options vest in three equal annual installments beginning on March 2, 2017, and have an eight-year term.
|
(2)
|
Options vest in four equal annual installments beginning on March 2, 2014, and have an eight-year term.
|
(3)
|
Options vest in four equal annual installments beginning on March 2, 2015, and have an eight-year term.
|
(4)
|
Options vest in four equal annual installments beginning on March 2, 2016, and have an eight-year term.
|
(5)
|
Options vest in four equal annual installments beginning on March 2, 2017, and have an eight-year term.
|
(6)
|
Market value of shares calculated by multiplying $58.55, the closing price of our common stock on December 30, 2016, the last business day of fiscal 2016, by the number of shares.
|
(7)
|
Consists of 2,875 restricted stock units that vested on March 2, 2017, 2,279 restricted stock units scheduled to vest on March 2, 2018, 1,775 restricted stock units scheduled to vest on March 2, 2019, and 1,250 restricted stock units scheduled to vest on March 2, 2019.
|
(8)
|
Consists of 2,250 restricted stock units that vested on March 2, 2017, 1,654 restricted stock units scheduled to vest on March 2, 2018, 1,150 restricted stock units scheduled to vest on March 2, 2019, 33,333 restricted stock units scheduled to vest on February 8, 2020, and 625 restricted stock units scheduled to vest on March 2, 2020.
|
(9)
|
Consists of 2,250 restricted stock units that vested on March 2, 2017, 1,654 restricted stock units scheduled to vest on March 2, 2018, 1,150 restricted stock units scheduled to vest on March 2, 2019, and 625 restricted stock units scheduled to vest on March 2, 2020.
|
(10)
|
Consists of 20,804 performance-based restricted stock units that vested on March 2, 2017, 16,650 performance-based restricted stock units scheduled to vest on March 2, 2017, 13,125 performance-based restricted stock units scheduled to vest on March 2, 2018, and 9,500 performance-based restricted stock units scheduled to vest on March 2, 2019.
|
(11)
|
Consists of 7,456 performance-based restricted stock units that vested on March 2, 2017, 6,068 performance-based restricted stock units scheduled to vest on March 2, 2018, 4,554 performance-based restricted stock units scheduled to vest on March 2, 2019, and 3,000 performance-based restricted stock units scheduled to vest on March 2, 2020.
|
(12)
|
Consists of 5,843 performance-based restricted stock units that vested on March 2, 2017, 4,857 performance-based restricted stock units scheduled to vest on March 2, 2018, 3,679 performance-based restricted stock units scheduled to vest on March 2, 2019, and 2,125 performance-based restricted stock units scheduled to vest on March 2, 2020.
|
(13)
|
Consists of 6,974 performance-based restricted stock units that vested on March 2, 2017, 5,193 performance-based restricted stock units scheduled to vest on March 2, 2018, 3,679 performance-based restricted stock units scheduled to vest on March 2, 2019, and 2,125 performance-based restricted stock units scheduled to vest on March 2, 2020.
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Number of Shares
Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)
|
|
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
—
|
|
—
|
|
18,933
|
|
$916,357
|
Scott K. Williams
|
|
—
|
|
—
|
|
8,687
|
|
$420,451
|
Sean Baker
|
|
9,500
|
|
$354,065
|
|
5,861
|
|
$284,120
|
Charles Baldwin
|
|
25,000
|
|
$958,750
|
|
7,346
|
|
$355,546
|
Ralph W. Castner
|
|
27,500
|
|
$772,035
|
|
8,978
|
|
$434,535
|
Michael Copeland
|
|
10,313
|
|
$426,553
|
|
8,478
|
|
$410,335
|
|
|
|
|
|
|
|
|
|
•
|
any acquisition (other than directly from the Company) of more than 50% of the combined voting power of the Company’s then outstanding voting securities by any “person” as defined in the Exchange Act;
|
•
|
the consummation of a sale or other disposition of all or substantially all of the assets of the Company, except for a sale after which the Board does not change;
|
•
|
any merger, consolidation, or reorganization of the Company, unless the prior shareholders continue to own at least 51% of the outstanding equity interests of the Company;
|
•
|
a complete liquidation or dissolution of the Company; or
|
•
|
election of a Board at least a majority of which is not made up of directors as of the date of the change of control agreements or individuals approved by such directors.
|
•
|
material diminution in the executive’s base compensation;
|
•
|
material diminution in the executive’s authority, duties, or responsibilities;
|
•
|
material diminution in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report, including, if the executive reports directly to the Board, a requirement that the executive report to a corporate officer or employee instead of reporting directly to the Board;
|
•
|
material diminution in the budget over which the executive retains authority; or
|
•
|
change in the executive’s principal place of employment by a distance in excess of 100 miles.
|
•
|
the executive being charged with a felony;
|
•
|
fraud, embezzlement, or theft by the executive relating to the Company;
|
•
|
gross negligence (i.e., actions in bad faith, not merely an error in judgment) of the executive which is materially detrimental to the Company’s business; or
|
•
|
failure by the executive to fulfill his duties as an employee of the Company that have not been remedied within 30 days after written notice of such failure or repeated failure to fulfill the same duties after having received two notifications regarding such failure from the Company.
|
Name
|
|
Lump Sum Cash Payment
($)
|
|
Value of 18 Months Coverage for Health and Dental Insurance ($)(1)
|
|
Value of 18 Months Coverage for Life and Disability Insurance
($)(1)
|
|
Maximum Value of Accelerated Vesting of Stock Options
($)(2)
|
|
Maximum Value of Accelerated Vesting of Restricted Stock Units
($)(3)
|
|
Maximum Value of Accelerated Vesting of Performance-Based Restricted Stock Units
($)(4)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
$3,651,352
|
|
$33,945
|
|
$1,152
|
|
$2,178,377
|
|
$478,880
|
|
$3,517,625
|
|
$9,861,331
|
Scott K. Williams
|
|
$2,492,150
|
|
$33,945
|
|
$1,152
|
|
$289,681
|
|
$2,284,153
|
|
$1,234,117
|
|
$6,335,198
|
Sean Baker
|
|
$1,550,213
|
|
$33,945
|
|
$1,152
|
|
$192,282
|
|
$332,505
|
|
$966,309
|
|
$3,076,406
|
Charles Baldwin
|
|
$1,453,023
|
|
$33,945
|
|
$1,152
|
|
$192,282
|
|
$332,505
|
|
$966,309
|
|
$2,979,216
|
Ralph W. Castner
|
|
$1,657,417
|
|
$33,945
|
|
$1,152
|
|
$204,346
|
|
$332,505
|
|
$1,052,202
|
|
$3,281,567
|
Michael Copeland
|
|
$1,622,524
|
|
$33,945
|
|
$1,152
|
|
$204,346
|
|
$332,505
|
|
$1,052,202
|
|
$3,246,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The health, dental, life, and disability insurance payments are calculated based on the current per employee pro rata costs accrued each month and any premiums payable to third party carriers.
|
(2)
|
The maximum value of accelerated vesting of stock options was calculated by multiplying the number of shares underlying unvested options by the closing price of our common stock on December 30, 2016, and then deducting the aggregate exercise price.
|
(3)
|
The maximum value of accelerated vesting of restricted stock units was calculated by multiplying the number of shares of unvested restricted stock units by the closing price of our common stock on December 30, 2016.
|
(4)
|
The maximum value of accelerated vesting of performance-based restricted stock units was calculated by multiplying the number of shares of unvested performance-based restricted stock units by the closing price of our common stock on December 30, 2016. Vesting assumes the performance criteria had been satisfied.
|
(5)
|
Mr. Copeland transitioned to the position of Strategic Advisor and entered into an employment agreement with the Company. Information concerning our employment agreement with Mr. Copeland, including severance benefits under his employment agreement, can be found on page 25 under the heading “Employment Agreements - Strategic Advisor Employment Agreement.”
|
|
|
Stock Plans
|
||||||||
Name
|
|
Number of Securities Underlying Unexercisable Options
(#)(1)
|
|
Closing Price of Common Stock on Dec. 30, 2016
($)(2)
|
|
Option Exercise Price ($)(3)
|
|
Maximum Value of Accelerated Vesting of Stock Options
($)(2) minus (3) times (1)
|
|
Option Expiration Date
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
64,000
7,911 64,000 13,424 64,000 20,737 64,000 70,000 64,000 |
|
$58.55
$58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 |
|
$40.45
$50.91 $58.55 $66.32 $76.27 $55.46 $63.78 $48.40 $55.66 |
|
$1,158,400
$60,440 - - - $64,077 - $710,500 $184,960 |
|
03/02/2020
03/02/2021 03/02/2021 03/02/2022 03/02/2022 03/02/2023 03/02/2023 03/02/2024 03/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
Scott K. Williams
|
|
3,168
6,711 10,368 23,000 |
|
$58.55
$58.55 $58.55 $58.55 |
|
$50.91
$66.32 $55.46 $48.40 |
|
$24,204
- $32,037 $233,450 |
|
03/02/2021
03/02/2022 03/02/2023 03/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
Sean Baker
|
|
2,375
5,374 10,368 14,000 |
|
$58.55
$58.55 $58.55 $58.55 |
|
$50.91
$66.32 $55.46 $48.40 |
|
$18,145
- $32,037 $142,100 |
|
03/02/2021
03/02/2022 03/02/2023 03/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
Charles Baldwin
|
|
2,375
5,374 10,368 14,000 |
|
$58.55
$58.55 $58.55 $58.55 |
|
$50.91
$66.32 $55.46 $48.40 |
|
$18,145
- $32,037 $142,100 |
|
03/02/2021
03/02/2022 03/02/2023 03/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
Ralph W. Castner
|
|
3,954
6,711 10,368 14,000 |
|
$58.55
$58.55 $58.55 $58.55 |
|
$50.91
$66.32 $55.46 $48.40 |
|
$30,209
- $32,037 $142,100 |
|
03/02/2021
03/02/2022 03/02/2023 03/02/2024 |
|
|
|
|
|
|
|
|
|
|
|
Michael Copeland
|
|
3,954
6,711 10,368 14,000 |
|
$58.55
$58.55 $58.55 $58.55 |
|
$50.91
$66.32 $55.46 $48.40 |
|
$30,209
- $32,037 $142,100 |
|
03/02/2021
03/02/2022 03/02/2023 03/02/2024 |
|
|
Stock Plans
|
||||||||
Name
|
|
Number of Securities Underlying Outstanding Options
(#)(1)
|
|
Closing Price of Common Stock on Dec. 30,2016
($)(2)
|
|
Option Exercise Price ($)(3)
|
|
Cash Payment
($)(2) minus (3) times (1)
|
|
Option Expiration Date
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
111,720 (1)
60,000 40,000 40,000 64,000 31,650 64,000 26,850 64,000 27,650 64,000 70,000 64,000 |
|
$58.55
$58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 |
|
$8.68
$16.18 $26.89 $35.17 $40.45 $50.91 $58.55 $66.32 $76.27 $55.46 $63.78 $48.40 $55.66 |
|
$5,571,476
$2,542,200 $1,266,400 $935,200 $1,158,400 $241,806 - - - $85,439 - $710,500 $184,960 |
|
03/13/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2020
03/02/2021
03/02/2021
03/02/2022
03/02/2022
03/02/2023
03/02/2023
03/02/2024
03/02/2024
|
|
|
|
|
|
|
|
|
|
|
|
Scott K. Williams
|
|
16,000
12,675 13,425 13,825 23,000 |
|
$58.55
$58.55 $58.55 $58.55 $58.55 |
|
$35.17
$50.91 $66.32 $55.46 $48.40 |
|
$374,080
$96,837 - $42,719 $233,450 |
|
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
|
|
|
|
|
|
|
|
|
|
Sean Baker
|
|
2,400
1,980 1,050 1,160 9,500 10,750 13,825 14,000 |
|
$58.55
$58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 |
|
$8.01
$16.18 $26.89 $35.17 $50.91 $66.32 $55.46 $48.40 |
|
$121,296
$83,893 $33,243 $27,121 $72,580 - $42,719 $142,100 |
|
03/02/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
|
|
|
|
|
|
|
|
|
|
Charles Baldwin
|
|
30,000
18,000 12,000 12,000 9,500 10,750 13,825 14,000 |
|
$58.55
$58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 |
|
$8.01
$16.18 $26.89 $35.17 $50.91 $66.32 $55.46 $48.40 |
|
$1,516,200
$762,660 $379,920 $280,560 $72,580 - $42,719 $142,100 |
|
03/02/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
|
|
|
|
|
|
|
|
|
|
Ralph W. Castner
|
|
30,000
24,000 16,000 16,000 15,825 13,425 13,825 14,000 |
|
$58.55
$58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 |
|
$8.01
$16.18 $26.89 $35.17 $50.91 $66.32 $55.46 $48.40 |
|
$1,516,200
$1,1016,880 $506,560 $374,080 $120,903 - $42,719 $142,100 |
|
03/02/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
|
|
|
|
|
|
|
|
|
|
Michael Copeland
|
|
4,350
7,500 18,000 12,000 12,000 15,825 13,425 13,825 14,000 |
|
$58.55
$58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 $58.55 |
|
$8.01
$12.74 $16.18 $26.89 $35.17 $50.91 $66.32 $55.46 $48.40 |
|
$219,849
$343,575 $762,660 $379,920 $280,560 $120,903 - $42,719 $142,100 |
|
03/02/2017
05/12/2017
03/02/2018
03/02/2019
03/02/2020
03/02/2021
03/02/2022
03/02/2023
03/02/2024
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We granted Mr. Millner these options pursuant to the inducement award exception under the NYSE rules to induce an executive officer to join the Company. These options are governed by the same terms and conditions as if they were granted pursuant to the 2004 Stock Plan.
|
|
|
Stock Plans
|
||||
Name
|
|
Number of Restricted Stock Units
(#)(1)
|
|
Closing Price of Common Stock on Dec. 30, 2016
($)(2)
|
|
Maximum Value of Accelerated Vesting of Restricted Stock Units
($)(1) times (2)
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
8,179
|
|
$58.55
|
|
$478,880
|
Scott K. Williams
|
|
39,012
|
|
$58.55
|
|
$2,284,153
|
Sean Baker
|
|
5,679
|
|
$58.55
|
|
$332,505
|
Charles Baldwin
|
|
5,679
|
|
$58.55
|
|
$332,505
|
Ralph W. Castner
|
|
5,679
|
|
$58.55
|
|
$332,505
|
Michael Copeland
|
|
5,679
|
|
$58.55
|
|
$332,505
|
|
|
Stock Plans
|
||||
Name
|
|
Number of Performance-Based Restricted Stock Units
(#)(1)
|
|
Closing Price of Common Stock on Dec. 30, 2016
($)(2)
|
|
Maximum Value of Accelerated Vesting of Performance-Based Restricted Stock
Units
($)(1) times (2)
|
|
|
|
|
|
|
|
Thomas L. Millner
|
|
60,079
|
|
$58.55
|
|
$3,517,625
|
Scott K. Williams
|
|
21,078
|
|
$58.55
|
|
$1,234,117
|
Sean Baker
|
|
16,504
|
|
$58.55
|
|
$966,309
|
Charles Baldwin
|
|
16,504
|
|
$58.55
|
|
$966,309
|
Ralph W. Castner
|
|
17,971
|
|
$58.55
|
|
$1,052,202
|
Michael Copeland
|
|
17,971
|
|
$58.55
|
|
$1,052,202
|
•
|
significant weighting toward long-term incentive compensation (stock options, restricted stock units, performance-based restricted stock units, and premium-priced stock options) discourages excessive short-term risk taking. These long-term
|
•
|
annual cash bonus performance metrics are set to create sustainable long-term shareholder value. For fiscal 2016 and fiscal 2017, the metric is adjusted operating income. Additional information concerning our fiscal 2016 and fiscal 2017 cash bonus opportunities can be found on page 16 under the heading “Fiscal 2016 Cash Bonus Opportunities” and on page 17 under the heading “Fiscal 2017 Cash Bonus Opportunities”;
|
•
|
annual cash bonus opportunities are capped by the Compensation Committee as discussed on page 17, which discourages our executive officers from solely focusing on short-term results;
|
•
|
stock ownership and retention guidelines described under the heading “Our Stock Ownership Requirements and Prohibition of Hedging Risk of Stock Ownership Further Align the Interests of our Executive Officers with Shareholders” on page 19 discourage excessive risk taking and encourage our executive officers to focus on the creation of long-term value for shareholders rather than solely focusing on short-term results; an
d
|
•
|
as a retailer, the Company does not face the same level of risks associated with compensation for employees at financial services companies (traders and instruments with a high degree of risk) or technology companies (rapidly changing markets).
|
Name
(1)
|
|
Fees Earned or
Paid in
Cash
($)(2)
|
|
Stock
Awards
($)(3)
|
|
Option
Awards
($)(3)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theodore M. Armstrong
|
|
$127,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$252,016
|
John H. Edmondson
|
|
$85,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$210,016
|
Dennis Highby
|
|
$50,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$175,016
|
Michael R. McCarthy
|
|
$137,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$262,016
|
Donna M. Milrod
|
|
$107,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$232,016
|
Beth M. Pritchard
|
|
$70,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$195,016
|
Peter S. Swinburn
|
|
$75,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$200,016
|
James F. Wright
|
|
$90,000
|
|
$62,508
|
|
$62,508
|
|
—
|
|
—
|
|
—
|
|
$215,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Mr. Cabela, the Company’s executive Chairman, and Mr. Millner, the Company’s CEO, are not included in this table as they are employees of the Company and thus receive no compensation for their service as directors. The compensation received by Mr. Millner as an employee of the Company is shown in the Fiscal 2016 Summary Compensation Table on page 21. Compensation received by Mr. Cabela is not required to be presented in the Fiscal 2016 Summary Compensation Table pursuant to the rules of the SEC because he did serve as the Company’s principal executive officer or principal financial officer, and was not one of the Company’s other three most highly compensated executive officers, at any time during fiscal 2016.
|
(2)
|
The amount shown is the amount earned during fiscal 2016 by our non-employee directors. Our non-employee directors are paid annual retainer amounts in four quarterly installments. These installments are paid at the beginning of each quarter. Fees earned for meeting attendance during a quarter are paid at the beginning of the following quarter. The amount shown includes $32,000, $32,000, and $27,000 for each of Ms. Milrod and Messrs. Armstrong and McCarthy, respectively, for fees earned as a director of World’s Foremost Bank, our wholly-owned bank subsidiary.
|
(3)
|
Reflects the grant date fair value in accordance with ASC 718. Refer to Note 19 “Stock Based Compensation Plans and Employee Benefit Plans” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on February 16, 2017, for the relevant assumptions used to determine the valuation of our option awards. As of December 31, 2016, the directors who served in fiscal 2016 had the following number of stock options outstanding: Mr. Armstrong, 29,186; Mr. Edmondson, 27,186; Mr. Highby, 11,186; Mr. McCarthy, 29,186; Ms. Milrod, 11,186; Ms. Pritchard, 16,186; Mr. Swinburn, 6,648; and Mr. Wright, 8,139. As of December 31, 2016, the directors who served in fiscal 2016 had the following number of restricted stock units outstanding: Mr. Armstrong, 1,239; Mr. Edmondson, 1,239; Mr. Highby, 1,239; Mr. McCarthy, 1,239; Ms. Milrod, 1,239; Ms. Pritchard, 1,239; Mr. Swinburn 1,239; and Mr. Wright, 1,239.
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options
|
|
Weighted-Average
Exercise Price of
Outstanding Options
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders
|
|
2,787,725 (1)
|
|
$43.20
|
|
3,754,408 (2)
|
Equity compensation plans not approved by security holders
|
|
111,720 (3)
|
|
$8.68
|
|
—
|
Total
|
|
2,899,445
|
|
$41.23
|
|
3,754,408 (2)
|
|
|
|
|
|
|
|
(1)
|
Includes 938,761 shares underlying outstanding restricted stock units (including performance-based restricted stock units). Because there is no exercise price associated with restricted stock units, such equity awards are not included in the weighted-average exercise price calculation.
|
(2)
|
Of these shares, 1,738,226 remain available for future issuance under our 2013 Employee Stock Purchase Plan and 2,016,182 remain available for future issuance under our 2013 Stock Plan.
|
(3)
|
The Company’s non-shareholder approved plan is the inducement exception plan pursuant to NYSE rules for awards granted to Mr. Millner pursuant to his prior employment agreement (“Millner Inducement Exception Awards”), under which no further grants may be made. The Millner Inducement Exception Awards were made pursuant to the inducement award exception under the NYSE rules to induce an executive officer to join the Company. These awards were granted to Mr. Millner pursuant to his prior employment agreement and were made in order to attract and retain an executive of his unique caliber and experience. The outstanding Millner Inducement Exception Awards consists of options to purchase 111,720 shares of common stock at $8.68 per share that vested ratably on March 13, 2010, March 13, 2011, and March 13, 2012. These options expire on March 13, 2017.
|
Name
|
|
Amount and Nature of Beneficial Ownership of Company Common Stock
|
|
Percent of Class
|
|
|
|
|
|
|
|
5% Shareholders
|
|
|
|
|
|
James W. Cabela (1)
|
|
11,205,376
|
|
|
16.3%
|
Cabela’s Family, LLC (2)
|
|
4,641,809
|
|
|
6.7%
|
The Vanguard Group (3)
|
|
4,018,356
|
|
|
5.8%
|
Blackrock, Inc. (4)
|
|
3,736,718
|
|
|
5.4%
|
|
|
|
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
Thomas L. Millner (5)
|
|
540,689
|
|
|
*
|
Scott K. Williams (6)
|
|
82,433
|
|
|
*
|
Sean Baker (7)
|
|
60,276
|
|
|
*
|
Charles Baldwin (8)
|
|
144,752
|
|
|
*
|
Ralph W. Castner (9)
|
|
500,597
|
|
|
*
|
Michael Copeland (10)
|
|
113,383
|
|
|
*
|
Theodore M. Armstrong (11)
|
|
49,671
|
|
|
*
|
John H. Edmondson (12)
|
|
41,642
|
|
|
*
|
Dennis Highby (13)
|
|
360,182
|
|
|
*
|
Michael R. McCarthy (14)
|
|
1,595,751
|
|
|
2.3%
|
Donna M. Milrod (15)
|
|
14,217
|
|
|
*
|
Beth M. Pritchard (16)
|
|
24,642
|
|
|
*
|
Peter S. Swinburn (17)
|
|
9,285
|
|
|
*
|
James F. Wright (18)
|
|
12,378
|
|
|
*
|
All Directors and Executive Officers as a group (15 persons) (19)
|
|
14,723,228
|
|
|
21.1%
|
|
|
|
|
|
*
|
|
Less than 1%.
|
||||
|
|
|
|
|
|
|
(1
|
)
|
|
Includes 10,402 shares of common stock held in our 401(k) Plan. The address for Mr. Cabela is c/o Cabela’s Incorporated, One Cabela Drive, Sidney, Nebraska 69160.
|
|||
|
|
|
|
|
|
|
(2
|
)
|
|
This is based on a Schedule 13G/A filed with the SEC on February 16, 2016, by Cabela’s Family, LLC. According to the Schedule 13G/A, Cabela’s Family, LLC had sole voting power and sole dispositive power with regard to 4,641,809 shares of common stock as of December 31, 2015. The Schedule 13G/A states that Cabela’s Family, LLC’s address is 3020 11th Avenue, Sidney, Nebraska 69162.
|
|||
|
|
|
|
|
|
|
(3
|
)
|
|
This is based on a Schedule 13G filed with the SEC on February 10, 2017, by The Vanguard Group. According to the Schedule 13G, The Vanguard Group had sole voting power with regard to 30,137 shares of common stock, shared voting power with regard to 5,626 shares of common stock, sole dispositive power with regard to 3,984,981 shares of common stock, and shared dispositive power with regard to 33,375 shares of common stock as of December 31, 2016. The Schedule 13G states that The Vanguard Group’s address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
|
|||
|
|
|
|
|
|
|
(4
|
)
|
|
This is based on a Schedule 13G/A filed with the SEC on January 23, 2017, by BlackRock, Inc. According to the Schedule 13G/A, BlackRock, Inc. had sole voting power with regard to 3,584,739 shares of common stock, shared voting power with regard to 324 shares of common stock, sole dispositive power with regard to 3,736,394 shares of common stock, and shared dispositive power power with regard to 324 shares of common stock as of December 31, 2016. The Schedule 13G/A states that BlackRock Inc.’s address is 55 East 52
nd
Street, New York, New York 10055.
|
|||
|
|
|
|
|
|
|
(5
|
)
|
|
Includes (a) 939 shares of common stock (unitized) held in our 401(k) Plan through the Cabela’s stock fund and (b) 329,785 shares of common stock issuable upon exercise of stock options within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(6
|
)
|
|
Includes (a) 933 shares of common stock (unitized) held in our 401(k) Plan through the Cabela’s stock fund and (b) 51,410 shares of common stock issuable upon exercise of stock options within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(7
|
)
|
|
Includes (a) 2,516 shares of common stock (unitized) held in our 401(k) Plan through the Cabela’s stock fund and (b) 28,668 shares of common stock issuable upon exercise of stock options within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
(8
|
)
|
|
Includes (a) 1,956 shares of common stock (unitized) held in our 401(k) Plan through the Cabela’s stock fund and (b) 66,478 shares of common stock issuable upon exercise of stock options within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(9
|
)
|
|
Includes (a) 119 shares of common stock held in our 401(k) Plan, (b) 1,033 shares of common stock (unitized) held in our 401(k) Plan through the Cabela’s stock fund, (c) 92,310 shares of common stock issuable upon exercise of stock options within 60 days of April 24, 2017, and (d) 111,981 shares of common stock held by Castner Family, LLC.
|
|||
|
|
|
|
|
|
|
(10
|
)
|
|
Includes (a) 409 shares of common stock (unitized) held in our 401(k) Plan through the Cabela’s stock fund and (b) 78,310 shares of common stock issuable upon exercise of stock options within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(11
|
)
|
|
Includes 29,186 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(12
|
)
|
|
Includes 27,186 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(13
|
)
|
|
Includes (a) 14,595 shares of common stock held in our 401(k) Plan, (b) 346 shares of common stock (unitized) held in our 401(k) Plan, (c) 242,302 shares of common stock held by Highby Family, LLC, and (d) 11,186 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(14
|
)
|
|
Includes (a) 29,186 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017 and (b) 1,513,916 shares of common stock held by MGL Holdings, LLC, or Holdings. Holdings is a wholly-owned subsidiary of McCarthy Group, LLC, or MGL. McCarthy Capital Corporation is an indirectly wholly-owned subsidiary of MGL and also the manager of Holdings. Mr. McCarthy is the Chairman of MGL.
|
|||
|
|
|
|
|
|
|
(15
|
)
|
|
Includes 11,186 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(16
|
)
|
|
Includes 22,642 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(17
|
)
|
|
Includes 6,648 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(18
|
)
|
|
Includes 8,139 shares of common stock issuable upon exercise of stock options and 1,239 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017.
|
|||
|
|
|
|
|
|
|
(19
|
)
|
|
Includes 752,162 shares of common stock issuable upon exercise of stock options and 9,912 shares of common stock issuable upon the vesting of restricted stock units within 60 days of April 24, 2017. Mr. Copeland’s beneficial ownership is not included in this amount as he is no longer an executive officer of the Company.
|
|||
|
|
|
|
|
|
|
Fiscal 2016
|
|
|
Fiscal 2015
|
|
||
|
|
|
|
||||
Audit Fees
|
$
|
1,253,100
|
|
|
$
|
1,182,000
|
|
Audit-Related Fees
|
242,000
|
|
|
365,905
|
|
||
Tax Fees
|
170,769
|
|
|
160,237
|
|
||
All Other Fees
|
4,000
|
|
|
4,000
|
|
||
Total Fees
|
$
|
1,669,869
|
|
|
$
|
1,712,142
|
|
|
|
CABELA’S INCORPORATED
|
|
|
|
|
|
Dated:
|
April 28, 2017
|
By:
|
/s/ Thomas L. Millner
|
|
|
|
Thomas L. Millner
|
|
|
|
Chief Executive Officer
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
31.3
|
|
Certification of CEO Pursuant to Rule 13a-14(a) under the Exchange Act
|
||
|
|
|
|
|
31.4
|
|
Certification of CFO Pursuant to Rule 13a-14(a) under the Exchange Act
|
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