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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dicks Sporting Goods Inc | NYSE:DKS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.07 | 0.54% | 199.19 | 200.55 | 197.38 | 200.55 | 591,370 | 22:16:12 |
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Dick’s Sporting Goods, Inc.
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Dick’s Sporting Goods, Inc.
345 Court Street Coraopolis, PA 15108 |
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ABOUT THE MEETING
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Does the Board have a retirement policy?
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What is the purpose of the Annual Meeting?
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Does the Company have a Code of Ethics?
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Who is entitled to vote at the Annual Meeting?
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What is the Company's position on the hedging of Company securities?
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What are the voting rights of the holders of Dick’s Sporting Goods, Inc. common stock and Class B common stock?
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How may stockholders communicate with the Board?
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Who can attend the Annual Meeting?
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How does the Board determine which directors are considered independent?
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What constitutes a quorum?
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What is our policy on Annual Meeting attendance?
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How do I vote?
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Compensation Committee Interlocks and Insider Participation
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How do I request paper copies of the proxy materials?
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Certain Relationships and Transactions with Related Persons
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Can I change or revoke my vote after I vote online or return my proxy card?
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ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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What are the recommendations of the Board of Directors?
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Report of the Audit Committee
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What vote is required to approve each item?
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Audit and Non-Audit Fees and Independent Public Accountants
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We are a controlled company under the New York Stock Exchange rules
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EXECUTIVE COMPENSATION
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STOCK OWNERSHIP
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Compensation Committee Report
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Who are the largest owners of the Company’s stock?
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Compensation Discussion and Analysis
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How much stock do the Company’s directors, nominees and executive officers own?
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COMPENSATION TABLES
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Section 16(a) Beneficial Ownership Reporting Compliance
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Summary Compensation Table — 2018, 2017, 2016
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ITEM 1—ELECTION OF DIRECTORS
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Grants of Plan-Based Awards Table — 2018
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Directors Standing for Election
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Outstanding Equity Awards At Fiscal Year End Table — 2018
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Other Directors Not Standing for Election at this Meeting
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Option Exercises and Stock Vested Table — 2018
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How are our directors compensated?
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Pension Benefits
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Understanding Our Director Compensation Table
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Nonqualified Deferred Compensation Table — 2018
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CORPORATE GOVERNANCE
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Potential Payments upon Termination or Change-in-Control
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How often did the Board meet during fiscal 2018?
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ITEM 3—NON-BINDING ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
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What committees has the Board established and how often did they meet during fiscal 2018?
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How is our Board leadership structured?
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CHIEF EXECUTIVE OFFICER PAY RATIO
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What is the Board’s role in the oversight of risk management?
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ADDITIONAL INFORMATION
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How is Board and director performance evaluated?
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APPENDIX A
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How does the Board select its nominees for director?
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2019 ANNUAL MEETING OF STOCKHOLDERS
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Date and Time:
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Wednesday, June 12, 2019, 7:30 a.m. Eastern Time
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Place:
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Hyatt Regency, 1111 Airport Boulevard, Pittsburgh, PA 15231
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Record Date:
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April 15, 2019
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Voting:
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Stockholders of our common stock as of the record date are entitled to cast one (1) vote for each share held of record and holders of our Class B common stock are entitled to cast ten (10) votes for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors.
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VOTING MATTERS AND BOARD RECOMMENDATION
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Proposal
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Board's Recommendation
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Page
Reference
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1. Election of three (3) Class B directors, each for a term that expires in 2022
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FOR
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2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2019
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FOR
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3. Non-binding advisory vote to approve the 2018 compensation of named executive officers, as disclosed in these materials
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FOR
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CLASS B DIRECTOR NOMINEES
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Name
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Director
Since
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Age
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Independent
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Board
Committees
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Mark J. Barrenechea
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2014
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54
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YES
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- Audit Committee
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Emanuel Chirico
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2003
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61
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YES
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- Audit Committee
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Allen R. Weiss
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2011
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65
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YES
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- Compensation Committee
- Governance & Nominating
Committee
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VOTING YOUR SHARES
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Your vote is important! Shareholders of record can vote by:
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Internet at
www.proxyvote.com/dks
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Calling
1-800-690-6903
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Mail
Return the signed proxy card
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In Person
Attend the meeting
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follow the instructions on the website
www.proxyvote.com/dks;
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call 1-800-690-6903 and follow the instructions provided;
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if you received a proxy card in the mail, complete and return the paper proxy card to the Company; or
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attend the 2019 Annual Meeting of Stockholders and vote or deliver your proxy card in person
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by following the instructions at
www.proxyvote.com/dks;
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by following the instructions for a paper copy after calling 1-800-579-1639; or
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by sending a blank e-mail to
sendmaterial@proxyvote.com
containing your control number (located on your Notice) in the subject line.
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•
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FOR
election of the nominated slate of Class
B
directors for a term that expires in
2022
(see Item 1);
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•
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FOR
ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal
2019
(see Item 2); and
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•
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FOR
approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in these materials (see Item 3).
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Title of Class
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Name and Address
of Beneficial Owner |
Amount and Nature
of Beneficial Ownership (1) |
Percentage
of Common Stock (1) |
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Percentage
of Class B Common Stock (1) |
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Common Stock
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BlackRock Inc.
55 East 52nd Street New York, NY 10055 |
7,397,870
(2)
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10.00
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%
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—
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Common Stock
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The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
6,713,086
(3)
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9.10
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%
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—
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Common Stock
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LSV Asset Management
155 N. Wacker Drive
Chicago, IL 60606
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4,940,423
(4)
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6.70
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%
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—
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Common Stock
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Dimensional Fund Advisors LP
6300 Bee Cave Road
Austin, TX 78746
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4,810,276
(5)
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6.52
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%
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—
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(1)
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Ownership information is as reported by the stockholder in its most recently filed Schedule 13G filing.
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(2)
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Share ownership amounts are based on figures set forth in Amendment No. 7 to Schedule 13G filed by BlackRock Inc. on March 8, 2019. Of the shares beneficially owned, BlackRock Inc. has sole power to vote with respect to 7,040,919 shares and sole power to direct disposition with respect to 7,397,870 shares. BlackRock Inc. is a parent holding company for the following subsidiaries that own shares of our common stock: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors and BlackRock (Singapore) Limited.
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(3)
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Share ownership amounts are based on figures set forth in Amendment No. 5 to Schedule 13G filed by The Vanguard Group on February 11, 2019. Of the shares beneficially owned, The Vanguard Group has sole power to vote with respect to 36,351 shares, shared power to vote with respect to 10,700 shares, sole power to direct disposition with respect to 6,674,102 shares, and shared power to direct disposition with respect to 38,984 shares. The Vanguard Group, Inc. is a parent holding company for the following wholly-owned subsidiaries that own shares of our common stock: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.
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(4)
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Share ownership amounts are based on figures set forth in Schedule 13G filed by LSV Asset Management on February 13, 2019. Of the shares beneficially owned, LSV Asset Management has sole power to vote with respect to 2,960,893 shares and sole power to direct disposition with respect to 4,940,423 shares.
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(5)
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Share ownership amounts are based on figures set forth in Schedule 13G filed by Dimensional Fund Advisors LP on February 8, 2019. Of the shares beneficially owned, Dimensional Fund Advisors LP has sole power to vote with respect to 4,634,538 shares and sole power to direct disposition with respect to 4,810,276 shares. Dimensional Fund Advisors LP, is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds.
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Shares Beneficially Owned
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Number
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Percent
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|||||||||||
Named Executive Officers, Directors and Nominees
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Common
Stock |
Class B
Common Stock |
Common
Stock (1) |
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Class B
Common Stock (1) |
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Voting
Power |
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Edward W. Stack
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1,749,974
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(2)
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19,057,377
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(3)
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2.47
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%
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77.81
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%
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60.89
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%
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Lee J. Belitsky
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329,496
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(4)
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—
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*
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—
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*
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Lauren R. Hobart
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264,060
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(5)
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—
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*
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—
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*
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Paul J. Gaffney
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119,375
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(6)
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—
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*
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—
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*
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Holly R. Tyson
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64,449
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(7)
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—
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*
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—
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*
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Mark J. Barrenechea
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38,381
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(8)
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—
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*
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—
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*
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Vincent C. Byrd
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45,757
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(9)
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—
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*
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—
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*
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Emanuel Chirico
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111,345
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(10)
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—
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*
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—
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*
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William J. Colombo
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342,937
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(11)
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3,608,445
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(12)
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*
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14.73
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%
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11.55
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%
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Jacqualyn A. Fouse
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45,770
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(13)
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—
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*
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—
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*
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Lawrence J. Schorr
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78,372
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(14)
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—
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*
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—
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*
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Larry D. Stone
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127,855
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(15)
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—
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*
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—
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*
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Allen R. Weiss
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23,020
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(16)
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—
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*
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—
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*
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All Directors and Executive Officers as a group
(15 persons) |
3,454,832
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(17)
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22,665,822
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4.84
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%
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92.55
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%
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72.75
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%
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*
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Percentage of shares of common stock or Class B common stock beneficially owned does not exceed one percent (1%).
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(1)
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Percentage of shares of common stock and Class B common stock beneficially owned are each calculated on a class-basis.
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(2)
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Includes
442,333
shares of common stock issuable upon exercise of options that are exercisable within 60 days of
April 15, 2019
and
356,151
shares of restricted stock subject to vesting.
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(3)
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Mr. Stack has indirect ownership with respect to 7,434,314 shares of Class B common stock owned by the grantor retained annuity trusts for which Mr. Stack retains sole voting and dispositive power as trustee. In addition, pursuant to a Memorandum of Understanding ("MOU") dated March 2, 2009, Mr. Stack’s former spouse holds 3,990,630 shares of Class B common stock, which are included in the number of shares owned by Mr. Stack for purposes of this table, as he retains voting but not dispositive power with respect to such shares.
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(4)
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Includes
169,016
shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of
April 15, 2019
and
74,392
shares of restricted stock subject to vesting.
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(5)
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Includes
137,265
shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of
April 15, 2019
and
103,984
shares of restricted stock subject to vesting.
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(6)
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Includes
25,261
shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of
April 15, 2019
and
84,667
shares of restricted stock subject to vesting.
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(7)
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Includes
24,019
shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of
April 15, 2019
and
40,430
shares of restricted stock subject to vesting.
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(8)
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Includes
20,000
shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of
April 15, 2019
and
8,426
shares of restricted stock subject to vesting.
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(9)
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Includes
20,000
shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of
April 15, 2019
and
8,426
shares of restricted stock subject to vesting.
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(10)
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Includes
8,426
shares of restricted stock subject to vesting.
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(11)
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Includes
8,426
shares of restricted stock subject to vesting. Also includes
800
shares held by Mr. Colombo’s child. Mr. Colombo disclaims beneficial ownership of the shares held by his child, and the inclusion of such shares should not be deemed an admission that Mr. Colombo is the beneficial owner of such shares.
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(12)
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These shares of Class B common stock are held by trusts for the benefit of Mr. Stack’s children, for which Mr. Colombo serves as trustee. As trustee, Mr. Colombo has voting and dispositive power over the Class B common stock held in the trusts (but no pecuniary interest), as outlined in the irrevocable trust agreements governing the terms of the trusts.
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(13)
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Includes
8,426
shares of restricted stock subject to vesting.
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(14)
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Includes
8,426
shares of restricted stock subject to vesting.
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(15)
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Includes
8,426
shares of restricted stock subject to vesting, and
119,429
shares held indirectly through a trust of which Mr. Stone is the trustee.
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(16)
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Includes
8,426
shares of restricted stock subject to vesting.
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(17)
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Includes
891,835
shares of common stock issuable upon the exercise of stock options that are exercisable within 60 days of
April 15, 2019
and
781,917
shares of restricted stock subject to vesting.
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MARK J. BARRENECHEA
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Committees
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Career Highlights
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–
Audit
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OpenText Corporation, an information management software products company (Nasdaq)
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Other Public Company Directorships
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–
Chief Executive Officer (2012 - present)
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–
Chief Technology Officer (2016 - present)
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OpenText Corporation
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Silicon Graphics International Corporation, a global leader in high performance computing (Nasdaq)
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Avery Dennison Corporation
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–
President and Chief Executive Officer (2007 - 2012)
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Age:
54
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Former Public Company Directorships
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CA Inc., an enterprise information technology management company (Nasdaq) (formerly Computer Associates International, Inc.)
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Director Since:
2014
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Hamilton Insurance Group
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–
Executive Vice President, Chief Technology Officer (2003 - 2006)
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Class:
B
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Silicon Graphics International Corporation
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Oracle Corporation, an enterprise software and corporate hardware products and services company (Nasdaq)
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–
Senior Vice President of Application Development (1997 - 2003)
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Qualifications
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Mr. Barrenechea has over 29 years' of experience in the technology industry, both in software management and server manufacturing, and brings insight regarding eCommerce and technology to the Board. Mr. Barrenechea also brings expertise to the Board from his executive and board leadership positions with various public and private companies, including experience with corporate strategy, corporate acquisitions and global operations. These experiences and skills have led the Board to conclude that he should continue to serve as a director of the Company.
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EMANUEL CHIRICO
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Committees
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Career Highlights
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–
Audit
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PVH Corp., a wholesale and retail apparel company (NYSE)
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–
Chairman of the Board (2007 - present)
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Other Public Company Directorships
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–
Chief Executive Officer (2006 - present)
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–
President and Chief Operating Officer (2005 - 2007)
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PVH Corp.
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–
Executive Vice President and Chief Financial Officer (1999 - 2005)
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–
Controller (1993 - 1999)
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Qualifications
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Age:
61
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Mr. Chirico brings extensive knowledge of the retail industry to our Board along with a deep understanding of the financial, operational and strategic domestic and international issues that face global wholesale and retail companies, gained through his experience as Chairman and Chief Executive Officer of PVH Corp., a major global apparel company that operates a portfolio of brands including Calvin Klein and Tommy Hilfiger. Mr. Chirico also contributes significant corporate finance, financial reporting and accounting expertise gained as a result of his experience with a large public accounting firm and in his prior role as Chief Financial Officer of PVH Corp. These experiences and skills have led the Board to conclude that he should continue to serve as a director of the Company.
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Director Since:
2003
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Class:
B
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ALLEN R. WEISS
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Committees
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Career Highlights
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–
Compensation
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The Walt Disney Company, a global entertainment company (NYSE)
(1972 - 2011) (
Retired
)
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–
Governance & Nominating
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–
President of Worldwide Operations for the Walt Disney Parks and Resorts business
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Former Public Company Directorships
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–
President of Walt Disney World Resort
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–
Executive Vice President of Walt Disney World Resort
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Apollo Education Group, Inc.
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–
Vice President of Resort Operations Support
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Age:
65
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|
|
Qualifications
|
|
|
|
Director Since:
2011
|
|
Mr. Weiss brings international leadership experience to our Board and extensive expertise in brand management, marketing, finance and strategic planning from overseeing the operations of a global corporation. Mr. Weiss brings these qualifications, along with seasoned leadership skills, to our Board through his executive management experience with The Walt Disney Company. These experiences and skills have led the Board to conclude that he should continue to serve as a director of the Company.
|
||
Class:
B
|
|
|||
|
||||
|
|
|
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PERSONS NOMINATED TO SERVE AS CLASS B DIRECTORS.
|
VINCENT C. BYRD
|
|
|
|
|
|
|
|
|
|
|
|
Committees
|
|
Career Highlights
|
|
–
Audit (Chair)
|
|
J. M. Smucker Company, a manufacturer and marketer of branded food products (NYSE) (
Retired
)
|
|
|
Former Public Company Directorships
|
|
||
|
|
–
Vice Chairman (2015 - 2016)
|
||
|
J. M. Smucker Company
|
|
–
President and Chief Operating Officer (2011 - 2015)
|
|
|
Myers Industries, Inc.
|
|
–
President, U.S. Retail — Coffee (2008 - 2011)
|
|
|
|
|
–
Senior Vice President, Consumer Market (2004 - 2008)
|
|
|
|
|
–
Member, Board of Directors (1999 - 2016)
|
|
|
Qualifications
|
|
|
|
Age:
64
|
|
Mr. Byrd brings over 40 years' of experience to the Board as a Fortune 500 executive in the areas of strategic planning, acquisitions and integration, marketing, and domestic and international operations. Mr. Byrd also brings financial expertise to the Board as a result of his background in finance and accounting. Additionally, through his years of service on the boards of both public and private companies in a variety of industries, Mr. Byrd is able to provide diverse and valuable corporate governance, financial, operational and strategic expertise to the Board.
|
||
|
||||
Director Since:
2013
|
|
|||
Class:
A
|
|
|||
|
||||
|
|
WILLIAM J. COLOMBO
|
|
|
|
|
|
|
|
|
|
|
|
Committees
|
|
Career Highlights
|
|
–
Compensation
|
|
Dick's Sporting Goods, Inc. (NYSE) (
Retired
)
|
|
|
–
Governance & Nominating
|
|
–
Interim Chief Marketing Officer (2010 - 2011)
|
|
|
|
–
President & Chief Operating Officer (2002 - 2008)
|
||
|
Former Public Company Directorships
|
|
–
Executive Vice President & Chief Operating Officer (2000 - 2002)
|
|
|
|
–
President dsports.com LLC (1998 - 2000)
|
||
|
Gibraltar Industries
|
|
–
Executive Vice President & Chief Operating Officer (1995 - 1998)
|
|
|
|
|
–
Various Leadership Roles (1988 - 1995)
|
|
Vice Chairman
|
|
|
|
J.C. Penney Company, a retail company (NYSE)
|
Age:
63
|
|
|
|
–
Various Field & District Positions (1977 - 1988)
|
|
Qualifications
|
|
|
|
Director Since:
2002
|
|
Mr. Colombo brings more than 40 years' of retail experience and insight to the Board, including expertise in operations, marketing and strategy. The Company continues to value his more than 30 years' of Company-specific experience.
|
||
Class:
A
|
|
|||
|
JACQUALYN A. FOUSE, PhD
|
|
|
|
|
|
|
|
|
|
|
|
Committees
|
|
Career Highlights
|
|
–
Audit
|
|
Agios Pharmaceuticals, Inc., a biopharmaceutical company (Nasdaq)
|
|
|
Other Public Company Directorships
|
|
–
Chief Executive Officer (2019 - present)
|
|
|
|
Dermavant Sciences, a private biopharmaceutical company
|
||
|
Incyte Corp.
|
|
–
Executive Chair (2017 - 2018)
|
|
|
Agios Pharmaceuticals, Inc.
|
|
Celegene Corporation, a global biopharmaceutical company (Nasdaq)
|
|
|
|
–
Strategic Advisor to Executive Committee (2017)
|
||
|
Former Public Company Directorships
|
|
–
President and Chief Operating Officer (2016 - 2017)
|
|
Age:
57
|
|
|
–
President, Global Hematology and Oncology (2014 - 2016)
|
|
|
Celgene Corporation
|
|
–
Chief Financial Officer (2010 - 2014)
|
|
Director Since:
2010
|
|
Perrigo Company
|
|
Bunge Limited, a global agribusiness and food company (NYSE)
|
Class:
C
|
|
|
|
–
Chief Financial Officer (2007 - 2010)
|
|
Qualifications
|
|
|
|
|
|
Dr. Fouse adds significant corporate finance, financial reporting and accounting expertise as a result of her executive roles at Agios Pharmaceuticals, Celgene, and her prior positions with other companies. Additionally, Dr. Fouse is able to provide diverse and valuable corporate governance, management, operational and strategic expertise to the Board through her experience as an executive officer and a public company board member.
|
||
|
|
|||
|
|
LAWRENCE J. SCHORR
|
|
|
|
|
|
|
|
|
|
|
|
Committees
|
|
Career Highlights
|
|
–
Compensation
|
|
SIMONA AMERICA GROUP, the North American operations of SIMONA AG, a German manufacturing company (General Standard segment of the Frankfurt Stock Exchange)
|
|
|
–
Governance & Nominating (Chair)
|
|
||
|
|
|||
|
|
|
–
Chief Executive Officer (2014 - present)
|
|
|
|
|
Boltaron Performance Products, a privately owned plastics manufacturing company that was acquired by SIMONA AG
|
|
|
|
|
||
|
|
|
–
Chief Executive Officer (2004 - 2014)
|
|
|
|
|
RRT-Recycle America, a subsidiary of WMX Technologies, Inc.
|
|
Lead Director
|
|
|
|
–
President (1992 -1995)
|
Age:
65
|
|
|
|
Resource Recycling Technologies, Inc., a solid waste material management company (American Stock Exchange)
|
|
|
|
||
Director Since:
1985
|
|
|
|
–
President (1988 - 1992)
|
Class:
C
|
|
|
|
Levene, Gouldin and Thompson LLP
|
|
|
|
–
Partner and Managing Partner (1981 - 1988; 2001 - 2008)
|
|
|
|
Qualifications
|
|
|
|
|
In addition to Mr. Schorr’s legal experience, he brings demonstrated leadership skills to the Board as the past Chief Executive Officer of Boltaron and now of SIMONA AMERICA GROUP, and as the former managing partner of a law firm. Mr. Schorr has over 30 years' of knowledge of the Company from serving as a member of the Board during the Company’s expansion from a two-store chain to a multi-banner retailer with over 800 stores and an eCommerce business.
|
||
|
|
|||
|
|
|||
|
|
EDWARD W. STACK
|
|
|
|
|
|
|
|
|
|
|
|
Former Public Company Directorships
|
|
Career Highlights
|
|
|
Dick's Sporting Goods, Inc. (NYSE)
|
||
|
Key Corp
|
|
–
Chief Executive Officer (1984 - present)
|
|
|
|
|
–
A variety of positions including Store Manager and Merchandising Manager (1977 - 1984)
|
|
|
|
|
||
|
Qualifications
|
|
|
|
|
As the most senior executive of the Company, Mr. Stack provides the Board with insight into the Company’s business operations, opportunities and challenges. He has led the Company’s sustained growth, from a two-store chain to a multi-banner chain with over 800 stores and an eCommerce business. In addition, Mr. Stack’s history with the Company, his extensive industry and retail experience and his expertise in corporate strategy, development and execution have led the Company to its current success.
|
|||
|
||||
Chairman
|
|
|||
Age:
64
|
|
|||
|
||||
Director Since:
1984
|
|
|||
Class:
C
|
|
|||
|
LARRY D. STONE
|
|
|
|
|
|
|
|
|
|
|
|
Committees
|
|
Career Highlights
|
|
–
Compensation (Chair)
|
|
Lowes Companies, Inc., a home improvement retailer (NYSE) (
Retired
)
|
|
|
–
Governance & Nominating
|
|
–
President & Chief Operating Officer (2006 - 2011)
|
|
|
|
–
Senior Executive Vice President, Merchandising/Marketing (2005 - 2006)
|
||
|
Other Public Company Directorships
|
|
||
|
|
–
Senior Executive Vice President, Store Operations (2003 - 2005)
|
||
|
Novant Health Systems, Inc.
|
|
–
Executive Vice President, Store Operations (2001 - 2003)
|
|
|
|
|
||
Age:
67
|
|
At Home Group, Inc.
|
|
|
|
|
|
|
|
Director Since:
2007
|
|
Qualifications
|
|
|
Class:
A
|
|
Mr. Stone brings considerable retail experience gained through his positions at Lowe’s Companies, Inc., combined with the leadership skills developed as its President and Chief Operating Officer and his expertise in real estate, store operations, eCommerce, brand management, marketing and strategic finance, to the Board.
|
||
|
||||
|
|
Name
(1)
(a) |
Fees
Earned or Paid in Cash ($) (2) (b) |
Stock
Awards ($) (3) (c) |
Option
Awards($) (4) (d) |
|
Non-Equity
Incentive Plan Compensation ($) (e) |
|
Nonqualified
Deferred Compensation Earnings ($) (f) |
|
All Other
Compensation ($) (g) |
|
Total ($)
(h) |
|
|
|
|
|
|
|
|
||||
Mark J. Barrenechea
|
$98,500
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$258,489
|
Vincent C. Byrd
|
$112,236
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$272,225
|
Emanuel Chirico
|
$98,500
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$258,489
|
William J. Colombo
|
$101,500
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$261,489
|
Jacqualyn A. Fouse
|
$104,514
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$264,503
|
Lawrence J. Schorr
|
$136,500
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$296,489
|
Larry D. Stone
|
$116,500
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$276,489
|
Allen R. Weiss
|
$101,500
|
$159,989
|
—
|
|
—
|
|
—
|
|
—
|
|
$261,489
|
(1)
|
Edward W. Stack and Lauren R. Hobart are employees of the Company and as such do not receive any compensation in connection with their service on the Board. Mr. Stack’s and Ms. Hobart's
2018
compensation is reported in the "Summary Compensation Table" and the other compensation tables in this proxy statement.
|
(2)
|
Amounts reflect fees relating to calendar
2018
.
|
(3)
|
The values set forth in this column represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, Compensation — Stock Compensation (excluding the effect of forfeitures), of the restricted stock award granted to each director on April 3, 2018. A discussion of the relevant assumptions made in the valuation of this award may be found in Note 10 ("Stock-Based Compensation and Employee Stock Plans") of the footnotes to the Company’s consolidated financial statements, in the Company’s Annual Report on Form 10-K for the fiscal year ended
February 2, 2019
filed with the SEC on
March 29, 2019
. The grant date fair value of such awards was computed based on the closing price of the Company’s common stock on April 3, 2018, which was $
33.81
per share. The number of shares of unvested restricted stock outstanding as of
February 2, 2019
for each director was 7,689.
|
(4)
|
The aggregate number of shares underlying unexercised stock option awards outstanding as of
February 2, 2019
for each non-employee director was: 20,000 shares for each of Messrs. Barrenechea and Byrd; and 0 shares for each of Messrs. Colombo, Chirico, Schorr, Stone, and Weiss and Dr. Fouse.
|
|
Audit
Committee
|
Compensation Committee
|
Governance and Nominating Committee
|
|
|
|
|
Edward W. Stack
|
|
|
|
William J. Colombo
|
|
X
|
X
|
Mark J. Barrenechea
|
X*
|
|
|
Vincent C. Byrd
|
Chair*
|
|
|
Emanuel Chirico
|
X*
|
|
|
Jacqualyn A. Fouse
|
X*
|
|
|
Lauren R. Hobart
|
|
|
|
Lawrence J. Schorr
|
|
X
|
Chair
|
Larry D. Stone
|
|
Chair
|
X
|
Allen Weiss
|
|
X
|
X
|
Number of Meetings
|
9
|
5
|
4
|
•
|
Recommending an overall executive compensation design for the Company
|
•
|
Discharging the Board’s responsibilities relating to compensation of the officers and directors of the Company
|
•
|
Monitoring and serving as administrator of our stock and incentive plans
|
•
|
Providing oversight and guidance to the Board to ensure that the membership, structure, policies and processes of the Board and its committees facilitate the effective exercise of the Board’s role in our corporate governance
|
•
|
Reviewing and evaluating policies and practices with respect to the size, composition and functions of the Board
|
•
|
Evaluating the qualifications of candidates for election as directors, and recommending such candidates to the full Board
|
•
|
Advising in connection with management succession planning
|
•
|
Overseeing annual self-evaluations by the Board, its committees and our Chairman and Chief Executive Officer
|
•
|
The Company’s compliance function reports to the General Counsel and also reports regularly to an Executive Compliance Committee comprised of senior management of various Company business functions. The Audit Committee receives regular reports (three times in fiscal 2018) regarding compliance matters.
|
•
|
The Audit Committee receives regular reports on the Company’s information and cyber security measures from the Information Security Department (four times in fiscal 2018).
|
•
|
The Internal Audit Department assesses controls and procedures and partners with the Compliance function to assess the implementation of compliance policies. Internal Audit reports regularly to the Audit Committee (four times in fiscal 2018).
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
||
Audit Fees
|
|
$1,295,896
|
|
|
$1,329,430
|
|
Audit-Related Fees
|
22,998
|
|
24,641
|
|
||
Tax Fees
|
71,386
|
|
82,687
|
|
||
All Other Fees
|
3,790
|
|
3,790
|
|
||
Total All Fees
|
|
$1,394,070
|
|
|
$1,440,548
|
|
|
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2019.
|
CD&A INDEX
|
|
|
|
Our Named Executive Officers . . . . . . . . . . . . . . . . . . . . . .
|
23
|
|
OUR NAMED EXECUTIVE OFFICERS
|
Financial Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
24
|
|
This Compensation Discussion and Analysis describes our executive compensation program, including a discussion of the philosophy and intent of the material elements of the program. The discussion is focused on our named executive officers for fiscal 2018, who were:
|
Compensation Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
24
|
|
|
Variable Compensation Components . . . . . . . . . . . . . . . . .
|
25
|
|
|
Governance Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
26
|
|
|
Compensation Decision-Making Practices . . . . . . . . . . . . .
|
27
|
|
|
Insight into Market Practices . . . . . . . . . . . . . . . . . . . . . . . .
|
28
|
|
Edward W. Stack
|
Stockholder Support of Our Pay Program . . . . . . . . . . . . . .
|
29
|
|
Chairman and Chief Executive Officer
|
Elements of 2018 Compensation . . . . . . . . . . . . . . . . . . . . .
|
29
|
|
Lee J. Belitsky
|
Changes to 2019 Compensation . . . . . . . . . . . . . . . . . . . . .
|
34
|
|
Executive Vice President — Chief Financial Officer
|
Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . . . . . . .
|
35
|
|
Lauren R. Hobart
|
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
35
|
|
President
|
|
|
|
Paul J. Gaffney
|
COMPENSATION TABLES
|
|
|
Executive Vice President — Chief Technology Officer
|
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . .
|
38
|
|
Holly R. Tyson
|
Grants of Plan-Based Awards Table . . . . . . . . . . . . . . . . . .
|
40
|
|
Senior Vice President — Chief Human Resources Officer
|
Outstanding Equity Awards at Fiscal Year End Table . . . . .
|
41
|
|
|
Option Exercises and Stock Vested Table . . . . . . . . . . . . . .
|
43
|
|
|
Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
43
|
|
|
Nonqualified Deferred Compensation Table . . . . . . . . . . . .
|
43
|
|
|
Potential Payments upon Termination or Change in Control
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*See Appendix A for the GAAP to non-GAAP reconciliations.
There is no Non-GAAP EPS for fiscal 2018.
|
|
|
|
Pay Practices We Utilize
|
|
Link Pay to Performance
|
We link a significant portion of executive compensation to Company performance. A substantial majority of our named executive officer's fiscal 2018 compensation was variable compensation tied to our financial performance and/or our stock price.
|
Use of threshold gate for payouts to occur
|
The Company will not payout short-term and long-term performance-based incentive awards unless the Company achieves a threshold level of earnings before taxes even if the Company meets other performance goals. This ensures that a level of stockholder value is generated before payment of performance-based incentive compensation. See pages 29 to 34 for further information.
|
Pay Practices We Utilize
|
|
Alignment of performance metrics with Company’s strategy
|
The variety of performance metrics used in our performance-based incentive programs aligns compensation with Company long-term strategy. See pages 29 to 34 for further information.
|
Dividends on restricted stock are subject to forfeiture
|
The Company currently pays quarterly dividends. However, all dividends paid on restricted stock (both time and performance based) are accrued and paid only if the underlying restricted stock ultimately vests.
|
Stock ownership guidelines
|
Our stock ownership guidelines ensure that our executive officers and directors are financially invested in the Company alongside our stockholders, as further detailed on page 35 of this proxy statement.
|
No short-sales or hedging and restricted pledging transactions
|
Our executive officers and directors are strictly prohibited from engaging in short selling, put, call, or other derivative transactions or hedging or other monetization transactions in our common stock. Executive officers and directors are strongly discouraged from pledging our common stock and require pre-approval to do so.
|
Limited perquisites
|
We provide limited perquisites. Executive officers and directors are required to reimburse the Company for personal use of the Company’s aircraft. See
Perquisites and Other Personal Benefits
and
Personal Use of Company Aircraft
on page 36 for further information.
|
Pay Practices We Avoid
|
|
No employment agreements with our executive officers
|
The Company has no employment contracts with its executive officers and is only obligated to pay very limited severance in connection with non-competition agreements entered into with certain employees, including our executive officers.
|
No change-in-control Agreements
|
The Company does not have change-in-control agreements with any of its executive officers.
|
No automatic accelerated vesting of awards upon a change-in-control
|
Except for the 2017 LTIP, our equity compensation plans do not provide for automatic acceleration of vesting of awards in the event of a change-in-control. See pages 45 to 46 for further information.
|
No tax gross-ups
|
Other than for relocation benefits, we do not provide tax gross-ups on compensation or personal benefits. See pages 35 to 37 for further information.
|
No repricing underwater stock options
|
Our equity plan prohibits the repricing of stock options unless our stockholders approve such actions.
|
|
|
•
|
publicly-held retailers, with an emphasis on specialty retailers
|
•
|
retailers with annual revenues between one-half and two and one-half times the Company’s annual revenue
|
•
|
retailers with which we compete for executive talent
|
Advance Auto Parts, Inc.
|
Foot Locker, Inc.
|
Ross Stores, Inc.
|
Ascena Retail Group, Inc.
|
Gap, Inc.
|
Tractor Supply Company
|
AutoZone, Inc.
|
L Brands, Inc.
|
Ulta Beauty Inc.
|
Bed, Bath & Beyond, Inc.
|
Michaels Stores, Inc.
|
VF Corporation
|
Big Lots, Inc.
|
Ralph Lauren Corporation
|
Williams-Sonoma, Inc.
|
Cabela’s Incorporated*
|
|
|
|
|
Name
|
Position
|
2018 Salary
|
2019 Salary
|
% Change
|
Edward W. Stack
|
Chairman and Chief Executive Officer
|
$1,000,000
|
$1,100,000
|
10.0%
|
Lee J. Belitsky
|
Executive Vice President — Chief Financial Officer
|
$669,500
|
$686,200
|
2.5%
|
Lauren R. Hobart
|
President
|
$750,000
|
$775,000
|
3.3%
|
Paul J. Gaffney
|
Executive Vice President — Chief Technology Officer
|
$675,000
|
$691,900
|
2.5%
|
Holly R. Tyson
|
Senior Vice President — Chief Human Resources Officer
|
$463,500
|
$475,100
|
2.5%
|
Name
|
Position
|
Threshold
|
Target
|
Maximum
|
(as a % of eligible earnings)
|
||||
Edward W. Stack
|
Chairman and Chief Executive Officer
|
90%
|
210%
|
400%
|
Lee J. Belitsky
|
Executive Vice President — Chief Financial Officer
|
60%
|
75%
|
150%
|
Lauren R. Hobart
*
|
President
|
80%
|
100%
|
200%
|
Paul J. Gaffney
|
Executive Vice President — Chief Technology Officer
|
60%
|
75%
|
150%
|
Holly R. Tyson
|
Senior Vice President — Chief Human Resources Officer
|
48%
|
60%
|
120%
|
*
|
In 2019, Ms. Hobart's threshold, target, and max STIP payout amounts, as a percentage of eligible earnings, were increased to 100%, 125%, and 250%, respectively.
|
2018 Performance Goals
|
Weight
|
Threshold
|
Target Range
|
Maximum
|
Actual
|
|
Low
|
High
|
|||||
Adjusted EBT*
(millions)
|
80%
|
$391.8
|
$434.5
|
$457.4
|
$464.9
|
$434.6
|
Consolidated Sales
(millions)
|
20%
|
$8,358.2
|
$8,616.7
|
$8,676.8
|
$8,788.0
|
$8,436.6
|
Payout Opportunity
(as % of Target)
|
|
80%
|
100%
|
100%
|
200%
|
|
Chief Executive Officer % Attainment**
|
92.0%
|
|||||
Other NEO % Attainment
|
97.2%
|
*
|
See Appendix A for GAAP to non-GAAP reconciliations.
|
**
|
Chief Executive Officer % Attainment is lower than the Other NEO % Attainment because the CEO's payout curve varies from the other NEO payout curves as illustrated in the table on page 30.
|
Eligible Earnings
|
x
|
Target Payment
(% of Eligible Earnings)
|
x
|
% Attainment
|
=
|
Actual STIP Payout
|
Name
|
Eligible Earnings
|
Target Payment
(% of Eligible Earnings) |
% Attainment
|
Actual STIP Payout*
|
||
$
|
% Eligible Earnings
|
|||||
Edward W. Stack
|
$1,000,000
|
210%
|
92.0%
|
$1,932,789
|
193%
|
|
Lee J. Belitsky
|
$666,500
|
75%
|
97.2%
|
$485,944
|
73%
|
|
Lauren R. Hobart
|
$734,615
|
100%
|
97.2%
|
$714,143
|
97%
|
|
Paul J. Gaffney
|
$675,000
|
75%
|
97.2%
|
$492,142
|
73%
|
|
Holly R. Tyson
|
$461,423
|
60%
|
97.2%
|
$269,138
|
58%
|
*
|
Percent attainment is rounded. Consequently, the product of eligible earnings, target payment, and % attainment does not correspond to actual STIP payout shown in the table
.
|
Name
|
Target Award Value
|
Actual Award Value
|
|
Edward W. Stack
|
$5,000,000
|
$5,000,000
|
|
Lee J. Belitsky
|
$900,000
|
$900,000
|
|
Lauren R. Hobart
|
$1,200,000
|
$1,200,000
|
|
Paul J. Gaffney
|
$1,100,000
|
$1,100,000
|
|
Holly R. Tyson
|
$500,000
|
$500,000
|
|
Target # of Shares
|
x
|
Weighted Score
|
=
|
Actual # of Shares Earned under the 2017 LTIP
|
Name
|
Target Shares (#)
|
Grant Date Value Target
|
Performance Criteria Payout %
|
Actual Shares Earned (#)
|
Award Value
1
|
Edward W. Stack
|
25,474
|
$1,250,009
|
33.2%
|
8,457
|
$298,363
|
Lee J. Belitsky
|
25,474
|
$1,250,009
|
33.2%
|
8,457
|
$298,363
|
Lauren R. Hobart
|
25,474
|
$1,250,009
|
33.2%
|
8,457
|
$298,363
|
Paul J. Gaffney
2
|
14,860
|
$429,454
|
33.2%
|
4,934
|
$174,072
|
Holly R. Tyson
|
10,190
|
$500,023
|
33.2%
|
3,383
|
$119,352
|
2
|
The target number of shares Mr. Gaffney received under the 2017 LTIP was equal to the target number of shares established for Messrs. Stack and Belitsky and Ms. Hobart in April 2017 and pro-rated according to the date on which he joined the Company.
|
|
Name
|
Restricted Stock Shares
|
Restricted Stock Value
1
|
Lee J. Belitsky
|
18,000
|
$688,860
|
Lauren R. Hobart
|
18,500
|
$707,995
|
Paul J. Gaffney
|
11,000
|
$420,970
|
Holly R. Tyson
|
7,500
|
$287,025
|
1
|
The restricted stock value is based on
$38.27
, which was the closing stock price on the date the restricted stock were issued.
|
|
Role
|
Value of Common Stock to be Owned
|
Chairman and Chief Executive Officer
|
6 times base salary
|
President / Executive Vice Presidents
|
3 times base salary
|
Other Executive Officers
|
1 times base salary
|
Board of Directors
|
5 times annual retainer — $375,000*
|
*
|
The stock ownership guidelines for the members of the Board of Directors increased from $350,000 in fiscal 2018 to five time the annual retainer, which equals $375,000, in fiscal 2019.
|
|
(1)
|
Fiscal year 2017 comprised a 53-week period ended February 3, 2018. Fiscal years 2018 and 2016 comprised a 52-week period ended February 2, 2019 and January 28, 2017, respectively.
|
(2)
|
The values set forth in this column represent the aggregate grant date fair value of restricted stock awards and performance-based stock awards and the aggregate incremental fair market value in connection with the modification of performance-based stock award granted under our 2017 LTIP, in each case, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). For 2018, the values under Stock Awards include shares of restricted stock that vest with the passage of time and the aggregate incremental fair market value in connection with the modification of performance-based restricted stock granted under our 2017 LTIP. For Messrs. Stack and Belitsky and Ms. Hobart, the aggregate incremental fair market value of the 2017 LTIP modification was $864,588, and the aggregate incremental fair market value of the 2017 LTIP modification for Mr. Gaffney and Ms. Tyson was $504,348 and $345,849, respectively. For 2017, the values under Stock Awards include shares of restricted stock that vest with the passage of time, as well as the value of the performance-based stock awards granted under our 2017 LTIP based on the probable outcome of the 2017 LTIP Performance Criteria as of the grant date. The value of the 2017 LTIP award on the grant date assuming the maximum value of the award would have been: Messrs. Stack, Belitsky and Ms. Hobart - $2,500,018; Ms. Tyson - $999,998; and Mr. Gaffney - $858,908. See Annual Long-Term Incentive Awards on page 31 for a discussion of the restricted stock awards granted to our named executive officers and see Special Long-Term Performance-Based Incentive Awards on page 32 for a discussion of the 2017 LTIP. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 10 ("Stock-Based Compensation and Employee Stock Plans") of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended
February 2, 2019
filed with the SEC on
March 29, 2019
.
|
(3)
|
The values set forth in this column represent the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). See Annual Long-Term Incentive Awards on page 31 for a discussion of the stock option awards granted to our named executive officers.
|
(4)
|
Includes STIP payouts for Company performance in each of fiscal
2018
,
2017
and
2016
, regardless of when paid. Under the Company’s 2012 Plan, the relevant performance measures for the annual performance incentive awards are satisfied in fiscal
2018
,
2017
and
2016
, as applicable, and thus are reportable in fiscal
2018
,
2017
and
2016
, as applicable, even though payments, if any, were made in fiscal
2019
,
2018
and
2017
, respectively.
|
(5)
|
Represents mandatory Company contributions to the Officer’s Plan. See the "Nonqualified Deferred Compensation Table" and accompanying narrative on page 43 for more information.
|
(6)
|
Totals may not sum due to rounding.
|
(7)
|
Neither Mr. Stack nor Ms. Hobart receive any compensation from the Company in connection with their service as a member of the Board.
|
(8)
|
All Other Compensation for fiscal
2018
consisted of $170,856 in personal security services provided to Mr. Stack and his family in addition to the security services provided at business facilities; insurance premiums of $41,392 paid in fiscal
2018
on two life insurance policies for the benefit of Mr. Stack, the beneficiaries of which are chosen by Mr. Stack; $18,887 of country club dues; Company discounts provided to certain members of Mr. Stack's family under the Company's employee discount program; and matching contributions to the Company’s defined contribution plan. See page 36 for a discussion of the personal security services.
|
(9)
|
All Other Compensation for fiscal 2018 consisted matching contributions to the Company's defined contribution plan and a holiday gift.
|
(10)
|
All Other Compensation for fiscal 2018 consisted of $41,039 in personal security services provided to Ms. Hobart and her family in addition to the security services provided at business facilities, matching contributions to the Company's defined contribution plan, and a holiday gift. See page 36 for a discussion of the personal security services.
|
(11)
|
All Other Compensation for fiscal 2018 consisted of relocation benefits of $137,367, a tax gross-up payment of $111,562 relating to the relocation benefits, and a holiday gift.
|
(12)
|
All Other Compensation for fiscal 2018 consisted of a holiday gift.
|
Grant Date (b)
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
Estimated Future
Payouts Under
Equity Incentive Plan Awards (2) |
All Other Stock Awards: Number of Shares of Stock or Units
(#) (i)
|
|
All Other
Option Awards: Number of Securities Underlying Options (#) (j) |
|
Exercise
or Base Price of Option Awards ($/Sh) (3) (k) |
|
Grant
Date Fair Value of Stock and Option Awards (4) ($) (l) |
|
|||||||||||||||||||
Threshold
($) (c)
|
Target
($) (d)
|
Maximum
($) (e)
|
Threshold
(#) (f) |
|
Target
(#) (g) |
|
Maximum
(#) (h)
|
|
|||||||||||||||||||||
Edward W. Stack
|
|||||||||||||||||||||||||||||
3/21/2018
|
|
|
|
|
|
|
|
12,737
|
|
25,474
|
|
50,948
|
|
|
|
|
|
$864,588
|
|
||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
103,520
|
|
|
|
|
$3,500,011
|
|
||||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
|
160,600
|
|
|
$33.81
|
|
|
$1,500,004
|
|
||||||||||
—
|
|
|
$900,000
|
|
|
|
$2,100,000
|
|
|
|
$4,000,000
|
|
|
|
|
|
|
|
|
|
|||||||||
Lee J. Belitsky
|
|||||||||||||||||||||||||||||
3/21/2018
|
|
|
|
|
|
|
|
12,737
|
|
25,474
|
|
50,948
|
|
|
|
|
|
$864,588
|
|
||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
18,634
|
|
|
|
|
$630,016
|
|
||||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
|
30,578
|
|
|
$33.81
|
|
|
$270,004
|
|
||||||||||
—
|
|
|
$399,900
|
|
|
|
$499,875
|
|
|
|
$999,750
|
|
|
|
|
|
|
|
|
|
|||||||||
Lauren R. Hobart
|
|||||||||||||||||||||||||||||
3/21/2018
|
|
|
|
|
|
|
|
12,737
|
|
25,474
|
|
50,948
|
|
|
|
|
|
$864,588
|
|
||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
24,845
|
|
|
|
|
$840,009
|
|
||||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
|
40,770
|
|
|
$33.81
|
|
|
$359,999
|
|
||||||||||
—
|
|
|
$587,692
|
|
|
|
$734,615
|
|
|
|
$1,469,230
|
|
|
|
|
|
|
|
|
|
|||||||||
Paul J. Gaffney
|
|||||||||||||||||||||||||||||
3/21/2018
|
|
|
|
|
|
|
|
7,430
|
|
14,860
|
|
29,720
|
|
|
|
|
|
$504,348
|
|
||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
22,774
|
|
|
|
|
$769,989
|
|
||||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
|
37,373
|
|
$33.81
|
|
$330,004
|
|
||||||||||||
—
|
|
|
$405,000
|
|
|
|
$506,250
|
|
|
|
$1,012,500
|
|
|
|
|
|
|
|
|
|
|||||||||
Holly R. Tyson
|
|||||||||||||||||||||||||||||
3/21/2018
|
|
|
|
|
|
|
|
5,095
|
|
10,190
|
|
20,379
|
|
|
|
|
$345,849
|
||||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
10,352
|
|
|
|
$350,001
|
||||||||||||||
4/3/2018
|
|
|
|
|
|
|
|
|
|
|
|
17,222
|
|
$33.81
|
$150,004
|
||||||||||||||
—
|
|
|
$221,483
|
|
|
|
$276,854
|
|
|
|
$553,708
|
|
|
|
|
|
|
|
|
|
(1)
|
Actual STIP payments based on the Company’s fiscal 2018 performance are set forth in column (g) of our "Summary Compensation Table."
|
(2)
|
Represents the aggregate incremental fair market value in connection with the modification of performance-based restricted stock granted under our 2017 LTIP. The performance-based restricted stock issued pursuant to the 2017 LTIP had the potential to vest up to 200% based on level of performance targets achieved. Threshold, Target, and Maximum shown in the table represent 50%, 100% and 200% of the award. On March 19, 2019, the Compensation Committee certified the Company's performance under the 2017 LTIP, and it determined that
33.2%
of the performance-based restricted stock will vest on April 3, 2020. See Special Long-Term Performance-Based Incentive Awards on page 32 for a discussion of the 2017 LTIP.
|
(3)
|
The exercise price of the stock options awarded was determined in accordance with the 2012 Plan, which provides that the exercise price for each option will be the fair market value on the grant date.
|
(4)
|
The grant date fair value calculations with respect to the restricted stock or options awarded to the named executive officers in fiscal
2018
under the 2012 Plan and the aggregate incremental fair value in connection with the modification of the performance-based restricted stock granted under our 2017 LTIP are computed in accordance with FASB ASC Topic 718 (disregarding any estimates of forfeitures related to service-based vesting conditions). A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 10 ("Stock-Based Compensation
|
Name
|
Option Awards
|
Stock Awards
|
||||||||||||||
Number of
Securities Underlying Unexercised Options (#) Exercisable (b) |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable (c) |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) |
|
Option
Exercise Price ($) (e) |
Option
Expiration Date (f) |
Number
of Shares or Units of Stock That Have Not Vested (#) (g) |
Market Value
of Shares or Units of Stock That Have Not Vested ($) (h) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) (1) |
||||||
Edward W. Stack
|
||||||||||||||||
|
112,164
|
|
—
|
|
|
—
|
|
$48.60
|
4/3/2019
|
|
|
|
|
|
|
|
|
78,630
|
|
—
|
|
|
—
|
|
$46.29
|
4/3/2020
|
|
|
|
|
|
|
|
|
31,120
|
|
—
|
|
|
—
|
|
$55.29
|
4/3/2021
|
|
|
|
|
|
|
|
|
72,925
|
|
24,309
|
|
(1)
|
—
|
|
$58.48
|
4/3/2022
|
|
|
|
|
|
|
|
|
79,730
|
|
79,731
|
|
(2)
|
—
|
|
$47.09
|
4/3/2023
|
|
|
|
|
|
|
|
|
37,802
|
|
113,408
|
|
(3)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
|
|
—
|
|
160,600
|
|
(4)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,489
|
|
(5)
|
$3,929,987
|
|
|
|
|||
|
|
|
|
|
|
|
106,990
|
|
(6)
|
$3,771,398
|
|
|
|
|||
|
|
|
|
|
|
|
103,520
|
|
(7)
|
$3,649,080
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
25,474
|
(8)
|
$897,959
|
||||
Lee J. Belitsky
|
||||||||||||||||
|
9,672
|
|
—
|
|
|
—
|
|
$48.60
|
4/3/2019
|
|
|
|
|
|
|
|
|
15,259
|
|
—
|
|
|
—
|
|
$46.29
|
4/3/2020
|
|
|
|
|
|
|
|
|
10,275
|
|
—
|
|
|
—
|
|
$55.29
|
4/3/2021
|
|
|
|
|
|
|
|
|
26,862
|
|
—
|
|
|
—
|
|
$44.38
|
10/3/2021
|
|
|
|
|
|
|
|
|
36,997
|
|
12,333
|
|
(1)
|
—
|
|
$58.48
|
4/3/2022
|
|
|
|
|
|
|
|
|
32,820
|
|
32,820
|
|
(2)
|
—
|
|
$47.09
|
4/3/2023
|
|
|
|
|
|
|
|
|
5,208
|
|
15,625
|
|
(3)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
|
|
—
|
|
30,578
|
|
(4)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,467
|
|
(5)
|
$404,212
|
|
|
|
|||
|
|
|
|
|
|
|
12,839
|
|
(6)
|
$452,575
|
|
|
|
|||
|
|
|
|
|
|
|
18,634
|
|
(7)
|
$656,849
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
25,474
|
(8)
|
$897,959
|
Name
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Number of
Securities Underlying Unexercised Options (#) Exercisable (b) |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable (c) |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) |
|
Option
Exercise Price ($) (e) |
Option
Expiration Date (f) |
Number
of Shares or Units of Stock That Have Not Vested (#) (g) |
Market Value
of Shares or Units of Stock That Have Not Vested ($) (h) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) |
|||||||
Lauren R. Hobart
|
|||||||||||||||||
|
9,672
|
|
—
|
|
|
—
|
|
$48.60
|
4/3/2019
|
|
|
|
|
|
|
||
|
15,259
|
|
—
|
|
|
—
|
|
$46.29
|
4/3/2020
|
|
|
|
|
|
|
||
|
10,275
|
|
—
|
|
|
—
|
|
$55.29
|
4/3/2021
|
|
|
|
|
|
|
||
|
13,129
|
|
4,377
|
|
(1)
|
—
|
|
$58.48
|
4/3/2022
|
|
|
|
|
|
|
||
|
19,179
|
|
6,394
|
|
(9)
|
—
|
|
$51.02
|
10/3/2022
|
|
|
|
|
|
|
||
|
32,820
|
|
32,820
|
|
(2)
|
—
|
|
$47.09
|
4/3/2023
|
|
|
|
|
|
|
||
|
7,812
|
|
23,438
|
|
(3)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
||
|
—
|
|
40,770
|
|
(4)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
11,467
|
|
(5)
|
$404,212
|
|
|
|
||||
|
|
|
|
|
|
|
19,258
|
|
(6)
|
$678,845
|
|
|
|
||||
|
|
|
|
|
|
|
24,845
|
|
(7)
|
$875,786
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
25,474
|
|
(8)
|
$897,959
|
||||
Paul J. Gaffney
|
|||||||||||||||||
|
15,918
|
|
47,756
|
|
(10)
|
—
|
|
$28.90
|
12/3/2024
|
|
|
|
|
|
|
||
|
—
|
|
37,373
|
|
(4)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
25,838
|
|
(11)
|
$910,790
|
|
|
|
||||
|
|
|
|
|
|
|
22,774
|
|
(7)
|
$802,784
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
14,860
|
|
(8)
|
$523,815
|
||||
Holly R. Tyson
|
|||||||||||||||||
|
13,666
|
|
13,668
|
|
(12)
|
—
|
|
$51.42
|
8/3/2023
|
|
|
|
|
|
|
||
|
3,024
|
|
9,073
|
|
(3)
|
—
|
|
$49.07
|
4/3/2024
|
|
|
|
|
|
|
||
|
—
|
|
17,222
|
|
(4)
|
—
|
|
$33.81
|
4/3/2025
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
4,745
|
|
(13)
|
$167,261
|
|
|
|
||||
|
|
|
|
|
|
|
7,133
|
|
(6)
|
$251,438
|
|
|
|
||||
|
|
|
|
|
|
|
10,352
|
|
(7)
|
$364,908
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,190
|
|
(8)
|
$359,198
|
(1)
|
Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2016, April 3, 2017, April 3, 2018 and April 3, 2019.
|
(2)
|
Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2017, April 3, 2018, April 3, 2019 and April 3, 2020.
|
(3)
|
Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2018, April 3, 2019, April 3, 2020 and April 3, 2021.
|
(4)
|
Stock option vests at the rate of 25% per year, with vesting dates of April 3, 2019, April 3, 2020, April 3, 2021 and April 3, 2022.
|
(5)
|
Restricted stock award vests 100% on April 3, 2019.
|
(6)
|
Restricted stock award vests 100% on April 3, 2020.
|
(7)
|
Restricted stock award vests 100% on April 3, 2021.
|
(8)
|
Represents the target number of shares of unvested performance-based restricted stock granted under our 2017 LTIP. On March 19, 2019, the Compensation Committee certified the Company's performance under the 2017 LTIP, and it determined that
33.2%
of the performance-based restricted stock will vest on April 3, 2020.
|
(9)
|
Stock option vests at the rate of 25% per year, with vesting dates of October 3, 2016, October 3, 2017, October 3, 2018 and October 3, 2019.
|
(10)
|
Stock option vests at the rate of 25% per year, with vesting dates of December 3, 2018, December 3, 2019, December 3, 2020 and December 3, 2021.
|
(11)
|
Restricted stock award vests at the rate of 33% per year, with the vesting dates of December 3, 2018, December 3, 2019 and December 3, 2020.
|
(12)
|
Stock option vests at the rate of 25% per year, with vesting dates of August 3, 2017, August 3, 2018, August 3, 2019 and August 3, 2020.
|
(13)
|
Restricted stock award vests 100% on August 3, 2019.
|
|
Option Awards
|
Stock Awards
|
|||||||
Name
(a) |
Number of Shares
Acquired on Exercise (#) (b) |
|
Value Realized on Exercise ($)
(c) |
Number of Shares
Acquired on Vesting (#)(d) |
|
Value Realized
on Vesting ($) (e) |
|
||
Edward W. Stack
|
—
|
|
—
|
|
|
89,774
|
|
$3,035,259
|
|
Lee J. Belitsky
|
—
|
|
—
|
|
|
9,234
|
|
$312,202
|
|
Lauren R. Hobart
|
—
|
|
—
|
|
|
7,794
|
|
$264,635
|
|
Paul J. Gaffney
|
—
|
|
—
|
|
|
12,917
|
|
$481,804
|
|
Holly R. Tyson
|
—
|
|
—
|
|
|
—
|
|
—
|
|
Name
(a)
|
Executive
Contributions in Last Fiscal Year ($) (b) (1) |
Registrant
Contributions in Last Fiscal Year ($) (c) (2) |
Aggregate
Earnings in Last Fiscal Year ($) (d) |
Aggregate
Withdrawals/ Distributions ($) (e) |
|
Aggregate
Balance at Last Fiscal Year End ($)(f) (3) |
Edward W. Stack
|
$259,616
|
$50,000
|
$(33,080)
|
$(1,663,994)
|
$4,441,116
|
|
Lee J. Belitsky
|
$69,075
|
$13,285
|
$(116,653)
|
—
|
|
$2,642,369
|
Lauren R. Hobart
|
$25,962
|
$5,000
|
$(21,534)
|
—
|
|
$876,713
|
Paul J. Gaffney
|
$37,644
|
$6,750
|
$(229)
|
—
|
|
$47,083
|
Holly R. Tyson
|
$47,821
|
$9,197
|
$280
|
—
|
|
$140,186
|
(1)
|
Amounts set forth in this column (b) reflect amounts deferred and contributed by the named executive officer under the Officers’ Plan, which became effective April 1, 2007. Fiscal
2018
executive contributions are included in the Summary Compensation Table as (i)
2018
Salary and/or (ii)
2018
Non-Equity Incentive Plan Compensation depending on the named executive officer’s deferral election.
|
(2)
|
Amounts set forth in this column (c) are reported in the Summary Compensation Table as Change in Pension Value and Nonqualified Deferred Compensation Earnings.
|
(3)
|
Includes unvested Company contributions.
|
|
Voluntary
Resignation or Termination without Cause |
Involuntary
Not For Cause Termination |
Death
|
Disability
|
Retirement
(1)
|
Change-in-Control
|
||||||||||||||||||
Edward W. Stack
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Officers’ Plan
(4)
|
|
$4,441,116
|
|
(4a)
|
|
$4,441,116
|
|
(4a)
|
|
$4,441,116
|
|
(4b)
|
|
$4,441,116
|
|
(4b)
|
|
$4,441,116
|
|
(4c)
|
|
$4,441,116
|
|
(4d)
|
Stock Options
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Restricted Stock
(6)
|
—
|
|
|
—
|
|
|
|
$11,797,937
|
|
|
|
$11,797,937
|
|
|
—
|
|
|
—
|
|
|
||||
Insurance Benefits
(7)
|
—
|
|
|
—
|
|
|
|
$6,413,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
2017 LTIP
(8)
|
—
|
|
|
—
|
|
|
$310,034
|
(8a)
|
$310,034
|
(8a)
|
$189,459
|
(8b)
|
$310,034
|
(8c)
|
||||||||||
Lee J. Belitsky
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Competition Agreement
(3)
|
—
|
|
|
|
$270,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Officers’ Plan
(4)
|
|
$2,642,369
|
|
(4a)
|
|
$2,642,369
|
|
(4a)
|
|
$2,642,369
|
|
(4b)
|
|
$2,642,369
|
|
(4b)
|
|
$2,642,369
|
|
(4c)
|
|
$2,642,369
|
|
(4d)
|
Stock Options
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Restricted Stock
(6)
|
—
|
|
|
—
|
|
|
|
$1,567,637
|
|
|
|
$1,567,637
|
|
|
—
|
|
|
—
|
|
|
||||
2017 LTIP
(8)
|
—
|
|
|
—
|
|
|
$310,034
|
(8a)
|
$310,034
|
(8a)
|
$189,459
|
(8b)
|
$310,034
|
(8c)
|
||||||||||
Lauren R. Hobart
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Competition Agreement
(3)
|
—
|
|
|
|
$100,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Officers’ Plan
(4)
|
|
$876,713
|
|
(4a)
|
|
$876,713
|
|
(4a)
|
|
$876,713
|
|
(4b)
|
|
$876,713
|
|
(4b)
|
|
$876,713
|
|
(4c)
|
|
$876,713
|
|
(4d)
|
Stock Options
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Restricted Stock
(6)
|
—
|
|
|
—
|
|
|
|
$2,026,088
|
|
|
|
$2,026,088
|
|
|
—
|
|
|
—
|
|
|
||||
2017 LTIP
(8)
|
—
|
|
|
—
|
|
|
$310,034
|
(8a)
|
$310,034
|
(8a)
|
—
|
|
|
$310,034
|
(8c)
|
|||||||||
Paul J. Gaffney
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Competition Agreement
(3)
|
—
|
|
|
|
$51,923
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Officers’ Plan
(4)
|
|
$39,884
|
|
(4a)
|
|
$39,884
|
|
(4a)
|
|
$47,083
|
|
(4b)
|
|
$47,083
|
|
(4b)
|
|
$39,884
|
|
(4c)
|
|
$47,083
|
|
(4d)
|
Stock Options
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Restricted Stock
(6)
|
—
|
|
|
—
|
|
|
|
$1,756,592
|
|
|
|
$1,756,592
|
|
|
—
|
|
|
—
|
|
|
||||
2017 LTIP
(8)
|
—
|
|
|
—
|
|
|
$179,203
|
(8a)
|
$179,203
|
(8a)
|
—
|
|
|
$179,203
|
(8c)
|
|||||||||
Holly R. Tyson
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Competition Agreement
(3)
|
—
|
|
|
$35,654
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||
Officers’ Plan
(4)
|
$118,236
|
(4a)
|
$118,236
|
(4a)
|
$140,186
|
(4b)
|
$140,186
|
(4b)
|
$118,236
|
(4c)
|
$140,186
|
(4d)
|
||||||||||||
Stock Options
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Restricted Stock
(6)
|
—
|
|
|
—
|
|
|
$809,585
|
|
$809,585
|
|
—
|
|
|
—
|
|
|
||||||||
2017 LTIP
(8)
|
—
|
|
|
—
|
|
|
$124,021
|
(8a)
|
$124,021
|
(8a)
|
—
|
|
|
$124,021
|
(8c)
|
(1)
|
Retirement is defined as termination (other than for cause) after reaching age 55 and completing at least five (5) years of participation; early retirement has the same definition other than the requirement to be 55.
|
(2)
|
There is no agreement in place to provide any payments upon termination.
|
(3)
|
Payment amounts equal the greater of four (4) weeks of pay or one (1) week of pay for every year of employment at the named executive officer’s base salary in effect immediately prior to termination.
|
(4)
|
Represents the participant’s contributions and the Company’s contributions (vested and/or unvested), as described in the applicable footnote. As of
February 1, 2019
, all Company contributions were vested for each of our named executive officers, other than Mr. Gaffney and Ms. Tyson. For additional information regarding the Officers’ Plan, see the "Nonqualified Deferred Compensation Table" and accompanying narrative beginning on page 43 of this proxy statement.
|
(4a)
|
Represents participant contributions and vested Company contributions (if any). Participant contributions are paid at the next scheduled settlement date after the termination and vested Company contributions are paid on the settlement date following the date the participants reach the age of 55.
|
(4b)
|
Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum, unless the participant elected scheduled distributions had commenced at the time of the event. If scheduled distributions had commenced at the time of the event, contributions will be paid in accordance with the distribution schedule.
|
(4c)
|
Represents participant contributions and vested Company contributions (if any). Participant contributions and Company contributions are paid in single lump sum, unless the participant elects scheduled distributions.
|
(4d)
|
Represents participant contributions and vested and unvested Company contributions. Participant contributions and Company contributions are paid in single lump sum on the last day of the 15th month after the month in which the event took place unless the participant elected otherwise.
|
(5)
|
Upon termination of employment for any reason, unvested stock options are forfeited. Any vested portion will remain exercisable following termination for a period of 90 days other than in connection with death or disability, in which case vested stock options will remain exercisable for 12 months following termination, subject in each case to earlier termination due to expiration of the award. In the event of a change-in-control, the Board may authorize all outstanding stock options or awards to be assumed or an equivalent stock option or right to be substituted by the successor corporation. In the event that the successor corporation does not agree to assume the stock options or other awards, or to substitute an equivalent stock option or right, unexercisable stock options or other awards shall be accelerated and become exercisable.
|
(6)
|
Represents the value of unvested time-based restricted stock and accumulated dividends, that would immediately vest upon termination of employment due to death or a total and permanent disability. Upon termination for any other reason, unvested restricted stock would be forfeited. In the event of a change-in-control, the Board may authorize all outstanding awards to be assigned to the successor corporation. In the event that the successor corporation does not agree to assume the awards, or to substitute an equivalent right, restricted stock awards shall vest.
|
(7)
|
Our Chairman and Chief Executive Officer is covered by two life insurance policies paid for by the Company, the beneficiaries of which are chosen by Mr. Stack (prior to his death the executive may receive the cash surrender value of the policy). If our Chairman and Chief Executive Officer had died on
February 2, 2019
, the beneficiaries under said policies would have received $2,413,407 under the first policy, and $4,000,000 under the second policy.
|
(8)
|
Represents the value of unvested performance-based restricted stock and accumulated dividends that would become owed to the participant under a particular scenario. This calculation assumes that
33.2%
of the target shares were earned based on the actual attainment 2017 LTIP performance criteria as certified by the Compensation Committee.
|
(8a)
|
Represents the value of unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their death or permanent disability and that would vest at the end of the 2017 LTIP performance period (i.e., April 3, 2020).
|
(8b)
|
Represents the value unvested performance-based restricted stock and accumulated dividends that would be owed to the participant upon their retirement (
voluntary termination by participant on or after attainment of age 55 with a minimum of fifteen years of service)
and that would vest on a pro-rated basis at the end of the 2017 LTIP performance period (i.e., April 3, 2020).
|
(8c)
|
Represents the value of unvested performance-based restricted stock and accumulated dividends that would vest
within 30 days of the event.
|
|
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
|
•
|
the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $9,083,405; and
|
•
|
the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $10,091 and the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 900 to 1.
|
•
|
the median of the annual total compensation of all full-time employees of our Company (other than our Chief Executive Officer) was $36,288 and the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all full-time employees was 250 to 1.
|
•
|
With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our
2018
Summary Compensation Table included in this proxy statement.
|
•
|
We determined our employee population as of the end of our fiscal year,
February 2, 2019
. On that date, our employee population consisted of 40,647 individuals after taking into consideration the adjustments permitted under applicable SEC regulations and guidance. We changed the determination date from November 6th to the end of our fiscal year to better represent our employee population over the course of the full year, due to the increase in employment of seasonal workers in October and early November of 2018 to work during the holidays.
|
•
|
Without adjustments, our total employee population consisted of 40,713 individuals, of which 40,647 were based in the United States and 66 were based in Hong Kong. We excluded the 66 associates based in Hong Kong pursuant to the
de minimis
exemption under SEC regulations. Our adjusted employee population consists of 15,119 full-time, 24,204 part-time, and 1,324 temporary employees. The totals do not include individuals that we classify as independent contractors for tax purposes.
|
•
|
To identify the median employee from our employee population, we reviewed the wages of our employees as reflected in our payroll records as Medicare wages and tips reported to the Internal Revenue Service for the
2018
fiscal year. We changed the measurement period to fiscal year rather than calendar year to align with the determination date described above and to provide a more direct comparison to the compensation of our Chief Executive Officer, which is reported in the
Summary Compensation Table
in this proxy statement on a fiscal year basis.
|
•
|
Our median employee is a part-time Customer Service Specialist who worked for the Company for 52 weeks during fiscal year
2018
and averaged 18 hours per week. Our median full-time employee is an Apparel Sales Lead who was hired in 2014 and averaged 38 hours per week in fiscal year
2018
.
|
•
|
Once we identified our median employee and median full-time employee, we combined all of the elements of such employees’ compensation for fiscal year
2018
in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $10,091 for our median employee and $36,288 for our median full-time employee.
|
|
Fiscal 2017
53 Weeks Ended February 3, 2018
|
||||||||||||||||||||
|
Cost of goods sold
|
|
Selling,
general and administrative expenses
|
|
Pre-opening expenses
|
|
Other income
|
|
Income before income taxes
|
|
Net income
|
|
Earnings per diluted share
|
|
|||||||
GAAP Basis
|
$
|
6,101,412
|
|
$
|
1,982,363
|
|
$
|
29,123
|
|
$
|
(31,810
|
)
|
$
|
501,337
|
|
$
|
323,445
|
|
$
|
3.01
|
|
% of Net Sales
|
71.03
|
%
|
23.08
|
%
|
0.34
|
%
|
(0.37
|
)%
|
5.84
|
%
|
3.77
|
%
|
|
||||||||
Corporate restructuring charge
|
—
|
|
(7,077
|
)
|
—
|
|
—
|
|
7,077
|
|
4,388
|
|
|
||||||||
TSA conversion costs
|
—
|
|
—
|
|
(3,474
|
)
|
—
|
|
3,474
|
|
2,154
|
|
|
||||||||
Contract termination payment
|
—
|
|
—
|
|
—
|
|
12,000
|
|
(12,000
|
)
|
(12,000
|
)
|
|
||||||||
Sales tax refund
|
—
|
|
—
|
|
—
|
|
8,104
|
|
(8,104
|
)
|
(5,024
|
)
|
|
||||||||
Loyalty program enhancement costs
|
(11,478
|
)
|
—
|
|
—
|
|
—
|
|
11,478
|
|
7,231
|
|
|
||||||||
Litigation contingency
|
—
|
|
(6,592
|
)
|
—
|
|
—
|
|
6,592
|
|
4,153
|
|
|
||||||||
Tax Act impact
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(24
|
)
|
|
||||||||
Non-GAAP Basis
|
$
|
6,089,934
|
|
$
|
1,968,694
|
|
$
|
25,649
|
|
$
|
(11,706
|
)
|
$
|
509,854
|
|
$
|
324,323
|
|
$
|
3.01
|
|
% of Net Sales
|
70.89
|
%
|
22.92
|
%
|
0.30
|
%
|
(0.14
|
)%
|
5.94
|
%
|
3.78
|
%
|
|
|
Fiscal 2016
52 Weeks Ended January 28, 2017
|
|||||||||||||||||
|
Cost of
goods sold
|
|
Selling, general and administrative expenses
|
|
Pre-opening expenses
|
|
Income before income taxes
|
|
Net income
|
|
Earnings per diluted share
|
|
||||||
GAAP Basis
|
$
|
5,556,198
|
|
$
|
1,875,643
|
|
$
|
40,286
|
|
$
|
458,422
|
|
$
|
287,396
|
|
$
|
2.56
|
|
% of Net sales
|
70.14
|
%
|
23.68
|
%
|
0.51
|
%
|
5.79
|
%
|
3.63
|
%
|
|
|||||||
Inventory write-down
|
(46,379
|
)
|
—
|
|
—
|
|
46,379
|
|
28,755
|
|
|
|||||||
Non-cash impairment and store closing charge
|
—
|
|
(32,821
|
)
|
—
|
|
32,821
|
|
20,349
|
|
|
|||||||
Non-operating asset impairment
|
—
|
|
(7,707
|
)
|
—
|
|
7,707
|
|
4,778
|
|
|
|||||||
TSA and Golfsmith conversion costs
|
—
|
|
(8,545
|
)
|
(5,102
|
)
|
13,647
|
|
8,461
|
|
|
|||||||
Non-GAAP Basis
|
$
|
5,509,819
|
|
$
|
1,826,570
|
|
$
|
35,184
|
|
$
|
558,976
|
|
$
|
349,739
|
|
$
|
3.12
|
|
% of Net sales
|
69.55
|
%
|
23.06
|
%
|
0.44
|
%
|
7.06
|
%
|
4.41
|
%
|
|
|
Fiscal 2015
52 Weeks Ended January 30, 2016
|
|||||||||||
|
Selling, general and administrative expenses
|
|
Income before income taxes
|
|
Net income
|
|
Earnings per diluted share
|
|
||||
GAAP Basis
|
$
|
1,613,075
|
|
$
|
530,875
|
|
$
|
330,391
|
|
$
|
2.83
|
|
% of Net sales
|
22.19
|
%
|
7.30
|
%
|
4.54
|
%
|
|
|||||
Litigation settlement charge
|
(7,884
|
)
|
7,884
|
|
4,730
|
|
|
|||||
Non-GAAP Basis
|
$
|
1,605,191
|
|
$
|
538,759
|
|
$
|
335,121
|
|
$
|
2.87
|
|
% of Net sales
|
22.08
|
%
|
7.41
|
%
|
4.61
|
%
|
|
|
Fiscal 2014
52 Weeks Ended January 31, 2015
|
||||||||||||||
|
Cost of goods sold
|
|
Selling, general and administrative expenses
|
|
Income before income taxes
|
|
Net income
|
|
Earnings per diluted share
|
|
|||||
GAAP Basis
|
$
|
4,727,813
|
|
$
|
1,502,089
|
|
$
|
556,014
|
|
$
|
344,198
|
|
$
|
2.84
|
|
% of Net sales
|
69.38
|
%
|
22.04
|
%
|
8.16
|
%
|
5.05
|
%
|
|
||||||
Golf restructuring charges
|
(2,405
|
)
|
(17,960
|
)
|
20,365
|
|
12,219
|
|
|
||||||
Gain on sale of asset
|
—
|
|
14,428
|
|
(14,428
|
)
|
(8,657
|
)
|
|
||||||
Non-GAAP Basis
|
$
|
4,725,408
|
|
$
|
1,498,557
|
|
$
|
561,951
|
|
$
|
347,760
|
|
$
|
2.87
|
|
% of Net sales
|
69.34
|
%
|
21.99
|
%
|
8.25
|
%
|
5.10
|
%
|
|
|
Fiscal 2013
52 Weeks Ended February 1, 2014
|
||||||||||||||
|
Selling, general and administrative expenses
|
|
Other income
|
|
Income before income taxes
|
|
Net income
|
|
Earnings per diluted share
|
|
|||||
GAAP Basis
|
$
|
1,386,315
|
|
$
|
(12,224
|
)
|
$
|
546,107
|
|
$
|
337,598
|
|
$
|
2.69
|
|
% of Net sales
|
22.31
|
%
|
(0.20
|
)%
|
8.79
|
%
|
5.43
|
%
|
|
||||||
Non-operating asset impairment
|
(7,881
|
)
|
—
|
|
7,881
|
|
4,729
|
|
|
||||||
Recovery of previously impaired asset
|
—
|
|
4,342
|
|
(4,342
|
)
|
(4,342
|
)
|
|
||||||
Non-GAAP Basis
|
$
|
1,378,434
|
|
$
|
(7,882
|
)
|
$
|
549,646
|
|
$
|
337,985
|
|
$
|
2.69
|
|
% of Net sales
|
22.19
|
%
|
(0.13
|
)%
|
8.85
|
%
|
5.44
|
%
|
|
|
Fiscal 2013
|
|
Fiscal 2014
|
|
Fiscal 2015
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
||||||
Income before income taxes ("EBT")
|
$
|
546,107
|
|
$
|
556,014
|
|
$
|
530,875
|
|
$
|
458,422
|
|
$
|
501,337
|
|
$
|
431,920
|
|
EBT year-over-year growth
|
11.5
|
%
|
1.8
|
%
|
(4.5
|
)%
|
(13.6
|
)%
|
9.4
|
%
|
(13.8
|
)%
|
||||||
Litigation settlement, net
|
—
|
|
—
|
|
7,884
|
|
—
|
|
—
|
|
(864
|
)
|
||||||
Non-operating asset impairment
|
7,881
|
|
—
|
|
—
|
|
7,707
|
|
—
|
|
—
|
|
||||||
Recovery of previously impaired asset
|
(4,342
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Golf restructuring charges
|
—
|
|
20,365
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Gain on sale of asset
|
—
|
|
(14,428
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Inventory write-down
|
—
|
|
—
|
|
—
|
|
46,379
|
|
—
|
|
—
|
|
||||||
Non-cash impairment and store closing charge
|
—
|
|
—
|
|
—
|
|
32,821
|
|
—
|
|
6,526
|
|
||||||
Corporate restructuring charge
|
—
|
|
—
|
|
—
|
|
—
|
|
7,077
|
|
—
|
|
||||||
Store conversion costs
|
—
|
|
—
|
|
—
|
|
17,095
|
|
3,474
|
|
—
|
|
||||||
Contract termination payment
|
—
|
|
—
|
|
—
|
|
—
|
|
(12,000
|
)
|
—
|
|
||||||
Sales tax refund
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,104
|
)
|
—
|
|
||||||
Loyalty program enhancement costs
|
—
|
|
—
|
|
—
|
|
—
|
|
11,478
|
|
—
|
|
||||||
Litigation contingency
|
—
|
|
—
|
|
—
|
|
—
|
|
6,592
|
|
—
|
|
||||||
LTIP reversal
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,925
|
)
|
||||||
Adjusted EBT
|
$
|
549,646
|
|
$
|
561,951
|
|
$
|
538,759
|
|
$
|
562,424
|
|
$
|
509,854
|
|
$
|
434,657
|
|
Adjusted EBT year-over-year growth
|
|
|
2.2
|
%
|
(4.1
|
)%
|
4.4
|
%
|
(9.3
|
)%
|
(14.7
|
)%
|
|
Year Ended February 3, 2018
|
||
|
53 Weeks Ended
|
||
|
(dollars in thousands)
|
||
Net sales
|
$
|
8,590,472
|
|
Less: 53
rd
week net sales
|
(105,425
|
)
|
|
Adjusted net sales
|
$
|
8,485,047
|
|
1 Year Dicks Sporting Goods Chart |
1 Month Dicks Sporting Goods Chart |
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