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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hill Rom Holdings | NYSE:HRC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 155.96 | 0 | 01:00:00 |
o
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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þ
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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(1)
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To elect six members to the Board of Directors to serve one-year terms expiring at the 2013 annual meeting or until their successors are elected and qualified;
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(2)
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To consider and vote on a non-binding proposal to approve the compensation of Hill-Rom’s executive officers;
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(3)
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To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Hill-Rom Holdings, Inc. for fiscal year 2012; and
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(4)
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To transact any other items of business that may properly be brought before the meeting and any postponement or adjournment thereof.
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By Order of the Board of Directors
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Susan R. Lichtenstein
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Secretary
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·
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The proxy statement and annual report to shareholders are available at
www.proxyvote.com
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5
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9
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16
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18
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18
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25
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34
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35
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37
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38
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2.
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How can I elect to receive my proxy materials electronically?
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3.
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Can I vote my shares by filling out and returning the Notice
Regarding the Availability of Proxy Materials?
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·
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FOR
each of the nominees for director,
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·
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FOR
the non-binding approval of the compensation of Hill-Rom’s executive officers, and
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·
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FOR
the ratification of the appointment of PricewaterhouseCoopers LLP as Hill-Rom’s independent registered public accounting firm.
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·
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By Telephone or Internet
— You may submit your proxy vote by following the instructions provided in the Notice Regarding the Availability of Proxy Materials, or by following the instructions provided with your proxy materials and on your proxy card or voting instruction form.
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·
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By Mail
— You may submit your proxy vote by mail by signing a proxy card if your shares are registered directly in your name or, for shares held beneficially in street name, by following the voting instructions included by your broker, trustee or nominee, and mailing it in the enclosed envelope.
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·
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In Person at the Annual Meeting
— You may vote in person at the annual meeting or may be represented by another person at the meeting by executing a proxy designating that person.
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7.
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If I vote by telephone or Internet and received a proxy card in the mail, do I need to return my proxy card?
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·
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voting at a later time by telephone or Internet (up to 11:59 p.m. Eastern time on the day before the meeting);
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·
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writing our Corporate Secretary, Susan R. Lichtenstein, Hill-Rom Holdings, Inc., 1069 State Route 46 East, Batesville, Indiana 47006; or
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·
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giving notice of revocation to the Inspector of Election at the annual meeting.
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·
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Valid government-issued personal identification (such as a driver’s license or passport), and
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·
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Proof that you owned shares of Hill-Rom common stock on December 30, 2011.
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·
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The validly executed proxy naming you as the proxy holder, signed by a shareholder of Hill-Rom who owned shares of Hill-Rom common stock on December 30, 2011, and
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·
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Valid government-issued personal identification (such as a driver’s license or passport), and
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·
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Proof of the shareholder’s ownership of shares of Hill-Rom common stock on December 30, 2011.
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16.
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If I want to submit a shareholder proposal for the 2013 annual meeting, when is it due and how do I submit it?
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Name
|
Age
|
Principal Occupation
|
Served As A
Director Since
|
Rolf A. Classon
|
66
|
Chairman of the Board of Hill-Rom
|
2002
|
James R. Giertz
|
54
|
Senior Vice President and Chief Financial
Officer of H.B. Fuller Company
|
2009
|
Charles E. Golden
|
65
|
Retired Executive Vice President and Chief
Financial Officer of Eli Lilly and Company
|
2002
|
W August Hillenbrand
|
71
|
Retired Chief Executive Officer
of Hill-Rom
|
1972
|
Katherine S. Napier
|
56
|
Chief Executive Officer of Arbonne
International, LLC
|
2009
|
Joanne C. Smith, M.D.
|
51
|
President and Chief Executive Officer of
the Rehabilitation Institute of Chicago
|
2003
|
Name
|
Age
|
Principal Occupation
|
Served As A
Director Since
|
Ronald A. Malone
|
57
|
Retired CEO of
Gentiva Health Services, Inc
|
2007
|
Eduardo R. Menascé
|
66
|
Retired President, Enterprise Solutions
Group, Verizon Communications
|
2004
|
John J. Greisch
|
56
|
President and Chief Executive Officer of Hill-Rom
|
2010
|
2011
|
2010
|
|||||||
Audit Fees (1)
|
$1,607,280 | $1,485,500 | ||||||
Audit-Related Fees (2)
|
515,500 | 262,288 | ||||||
Tax Fees (3)
|
130,000 | 48,000 | ||||||
All Other Fees (4)
|
1,500 | 1,500 | ||||||
Total
|
$2,254,280 | $1,797,288 |
(1)
|
Audit Fees were billed by PwC for professional services rendered for the integrated audit of our consolidated financial statements and our internal control over financial reporting, along with the review and audit of the application of new accounting pronouncements, SEC releases and accounting for unusual transactions.
|
(2)
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Audit-Related Fees were billed by PwC for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are not disclosed under “Audit Fees” above. These audit-related services included fees related to acquisition accounting, statutory audits of European and other foreign entities and other transaction related fees.
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(3)
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Tax Fees were billed by PwC for professional services rendered for tax compliance, tax advice and tax planning.
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(4)
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All Other Fees were billed by PwC for all other products and services provided to us. These fees were for a subscription to PwC’s online accounting research tool.
|
Director
|
Audit Committee
|
Nominating/
Corporate
Governance
Committee
|
Compensation
Committee
|
Rolf A. Classon (Board Chair) (I)
|
VC
|
ü
|
|
James R. Giertz
(I)
|
ü
|
||
Charles E. Golden (I)
|
C
|
ü
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John J. Greisch
|
|||
W August Hillenbrand
|
|||
Ronald A. Malone (I)
|
C
|
||
Eduardo R. Menascé (I)
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VC
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ü
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Katherine S. Napier (I)
|
ü
|
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Joanne C. Smith, M.D. (Board Vice Chair) (I)
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C
|
VC
|
|
·
|
each of our directors and our Named Executive Officers;
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·
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all of our directors and executive officers as a group; and
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·
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each person or entity who is known by us to be the beneficial owner of more than five percent of our common stock.
|
Name of Beneficial Owner
|
Shares
Owned
Directly
(2)
|
Shares
Owned
Indirectly
|
Shares Under
Options/RSUs
Exercisable/
Vesting Within
60 Days
|
Total
Number of
Shares
Beneficially
Owned
|
Percent
of
Class
|
||||
Directors and
Named Executive Officers:
|
|||||||||
Rolf A. Classon
|
15,806
|
-
|
61,236
|
77,042
|
*
|
||||
John J. Greisch
|
30,000
|
-
|
147,749
|
177,749
|
*
|
||||
James R. Giertz
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2,000
|
-
|
6,546
|
8,546
|
*
|
||||
Charles E. Golden
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3,299
|
-
|
39,180
|
42,479
|
*
|
||||
W August Hillenbrand
|
152,972
|
916,302
|
29,222
|
1,098,496
|
1.8%
|
||||
Ronald A. Malone
|
-
|
-
|
14,578
|
14,578
|
*
|
||||
Eduardo R. Menascé
|
-
|
-
|
18,006
|
18,006
|
*
|
||||
Katherine S. Napier
|
-
|
-
|
7,403
|
7,403
|
*
|
||||
Joanne C. Smith, M.D.
|
2,000
|
-
|
27,788
|
29,788
|
*
|
||||
Martha G. Aronson
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5,946
|
5,000
|
10,280
|
21,226
|
*
|
||||
Mark J. Guinan
|
12,132
|
-
|
17,060
|
29,192
|
*
|
||||
Alejandro Infante Saracho
|
5,182
|
-
|
11,034
|
16,216
|
*
|
||||
Susan R. Lichtenstein
|
1,000
|
-
|
12,503
|
13,503
|
*
|
||||
Gregory N. Miller
(1)
|
36,452
|
-
|
0
|
36,452
|
*
|
||||
All directors and executive
officers as a group
(21 individuals)
|
245,980
|
921,302
|
475,809
|
1,643,091
|
2.6%
|
Name of Beneficial Owner
|
Total
Number of Shares
Beneficially Owned
|
Percent of Class
|
Other 5% Beneficial Owners:
|
||
BlackRock Inc.
40 East 52
nd
Street
New York, NY 10022
|
4,127,802
(3)
|
6.7%
|
FMR LLC
82 Devonshire Street
Boston MA 02109
|
6,529,632
(4)
|
10.6%
|
*
|
Less than 1% of the total shares outstanding.
|
|
(1)
|
Mr. Miller ceased to be an executive officer of Hill-Rom effective December 13, 2010. Share ownership is based on the most recently available public data, and is not included in the line item “All directors and executive officers as a group”.
|
|
(2)
|
Includes shares of common stock purchased under our employee stock purchase plan over the first quarter of fiscal year 2012 and issued December 30, 2011.
|
|
(3)
|
This information is based solely on Schedule 13F filed by BlackRock, Inc. with the SEC on November 3, 2011.
|
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(4)
|
This information is based solely on Schedule 13F filed by FMR LLC with the SEC on November 14, 2011.
|
|
·
|
Executive compensation is based on (1) base salary, (2) variable cash incentive awards and (3) long-term, equity-based incentive awards.
|
|
·
|
The Compensation Committee generally targets total compensation at the 50th percentile of compensation paid by our peer group.
|
|
·
|
Our variable cash incentive award was based on three metrics for fiscal 2011: revenue, adjusted earnings per share, and cash flow return on invested capital (“cash flow ROIC”).
|
|
·
|
In fiscal 2011, Hill-Rom achieved total revenue of almost $1.6 billion, up over $120 million from the prior year.
|
|
·
|
In fiscal 2011, we achieved an Adjusted Earnings Per Share (as calculated for our STIC plan) of $2.24 per share, $0.14 over our target.
|
|
·
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In addition, cash flow ROIC, was 39.3%, compared to a target of 34.7%.
|
|
·
|
Align management’s interests with those of shareholders;
|
|
·
|
Motivate and provide incentive for employees to achieve superior results;
|
|
·
|
Ensure clear accountabilities and provide rewards for producing results;
|
|
·
|
Ensure competitive compensation in order to attract and retain superior talent; and
|
|
·
|
Ensure simplicity and transparency in compensation structure.
|
Peer Group Companies
|
|
Alere Inc.
|
Invacare Corporation
|
Beckman Coulter, Inc.
(2)
|
Kinetic Concepts, Inc.
(2)
|
C. R. Bard, Inc.
|
Mednax, Inc.
(1)
|
CareFusion Corp.
(1)
|
Mettler-Toledo International Inc.
(2)
|
Chemed Corp.
(1)
|
PerkinElmer, Inc.
|
Conmed Corporation
|
ResMed Inc.
|
Dentsply International Inc.
|
Sirona Dental Systems Labs, Inc.
(1)
|
Edwards Lifesciences Corporation
|
Steris Corporation
|
Hologic, Inc.
(1)
|
Teleflex, Inc.
(1)
|
Hospira, Inc.
|
The Cooper Companies, Inc.
|
IDEXX Laboratories, Inc.
(1)
|
Varian Medical Systems, Inc.
|
Integra Lifesciences Holdings Corporation
|
West Pharmaceutical Services, Inc.
(1)
|
Intuitive Surgical, Inc.
(1)
|
Zimmer Holdings, Inc.
(1)
|
|
·
|
appropriate pay philosophy, peer group and market positioning;
|
|
·
|
effective balance in cash and equity mix, short and long term focus, corporate, business unit and individual performance focus and financial and non-financial performance measurement and discretion;
|
|
·
|
compensation programs designed to avoid excessive risk-taking; and
|
|
·
|
meaningful risk mitigants, such as the stock ownership guidelines and executive compensation recoupment policies.
|
Target
|
Weight
|
Actual
|
Achievement
|
|
Revenue
|
$1,546
|
25%
|
$1,591.7
|
149.7%
|
Adjusted EPS
|
$2.10
|
50%
|
$2.24
(1)
|
121.9%
|
Cash Flow ROIC
|
34.7%
|
25%
|
39.3%
|
150%
(2)
|
|
(1)
|
Adjusted EPS as calculated (for STIC purposes only) by eliminating various one-time costs (such as litigation settlements, changes in accounting policies, and certain tax and earnings benefits) from our as-reported EPS. This amount may differ from the Adjusted EPS number we report as part of our normal financial reporting.
|
|
(2)
|
Maximum achievement in this category is 150%.
|
|
·
|
Awards, at target, that are aligned with competitive market levels;
|
|
·
|
Payouts that correlate with high performance resulting in increased payouts and low performance resulting in reduced payouts;
|
|
·
|
A mix of awards representative of typical market practice; and
|
|
·
|
Awards that support internal equity among Hill-Rom’s executives.
|
|
·
|
accelerated vesting of outstanding time-based RSUs and stock options, which have been held for at least one year;
|
|
·
|
partial vesting of outstanding PSUs and/or performance-based stock options, which have been held for at least one year and for which performance objectives have been achieved; and
|
|
·
|
an extension of up to three years of the time to exercise eligible outstanding stock options.
|
Change in Pension Value
|
||||||||||
Non-Equity
|
and Nonqualified
|
|||||||||
Stock
|
Option
|
Incentive Plan
|
Deferred Compensation
|
All Other
|
||||||
Name and Principal Position
|
Year
|
Salary
|
Bonus (1)
|
Awards (2)
|
Awards (3)
|
Compensation (4)
|
Earnings (5)
|
Compensation (6)
|
Total
|
|
JOHN J. GREISCH (7)
|
2011
|
$887,397
|
None
|
$1,448,171
|
$1,800,207
|
$1,197,986
|
-
|
$175,002
|
$5,508,763
|
|
President and Chief Executive Officer,
|
2010
|
$583,014
|
None
|
$800,004
|
$1,609,819
|
$879,692
|
-
|
$134,995
|
$4,007,524
|
|
Member of the Board of Directors
|
||||||||||
MARK J. GUINAN (8)
|
2011
|
$360,000
|
$200,000
|
$1,612,059
|
$778,440
|
$400,950
|
-
|
$59,471
|
$3,410,920
|
|
Senior Vice President and
|
||||||||||
Chief Financial Officer
|
||||||||||
MARTHA G. ARONSON (9)
|
2011
|
$432,429
|
None
|
$305,176
|
$379,365
|
$402,807
|
-
|
$53,391
|
$1,573,168
|
|
Senior Vice President and
|
||||||||||
President North America
|
||||||||||
ALEJANDRO INFANTE SARACHO (10)
|
2011
|
$380,589
|
None
|
$298,151
|
$370,613
|
$262,036
|
-
|
$50,680
|
$1,372,195
|
|
Senior Vice President and
|
||||||||||
President International
|
||||||||||
SUSAN R. LICHTENSTEIN (11)
|
2011
|
$422,254
|
None
|
$297,995
|
$370,430
|
$376,228
|
-
|
$53,978
|
$1,520,885
|
|
Senior Vice President, Corporate Affairs,
|
2010
|
$163,726
|
None
|
$250,002
|
$201,156
|
$134,750
|
-
|
$6,225
|
$755,859
|
|
Chief Legal Officer and Secretary
|
||||||||||
GREGORY N. MILLER (12)
|
2011
|
$100,000
|
None
|
-
|
-
|
-
|
$4,950
|
$497,682
|
$602,632
|
|
Former Senior Vice President and Chief
|
2010
|
$400,000
|
None
|
$550,030
|
$203,958
|
$345,668
|
$3,827
|
$45,447
|
$1,548,930
|
|
Financial Officer and Treasurer
|
2009
|
$395,178
|
None
|
$189,053
|
$643,302
|
$109,524
|
$9,763
|
$41,431
|
$1,388,251
|
|
1)
|
Mr. Guinan received a one-time sign-on cash award upon commencement of his employment to compensate him for the bonus opportunity foregone at his previous employer upon joining Hill-Rom.
|
|
2)
|
The 2011 amounts in this column represent the grant date fair value of time-based RSUs granted during the applicable fiscal year, excluding a reduction for risk of forfeiture. Also included is the grant date fair value of PSUs granted during fiscal 2011 and 2010 to certain officers based upon the target achievement of the performance conditions as of the grant date as more fully described in the footnotes to the Grants of Plan-Based Awards Table. These grant date fair values were based on the methodology set forth in Notes 1 and 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 30, 2011.
|
|
3)
|
The 2011 amounts in this column represent the grant date fair value of time-based stock options granted to our Named Executive Officers during the applicable fiscal years, excluding the reduction for risk of forfeiture. These grant date fair values were based on the methodology set forth in Notes 1 and 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 30, 2011.
|
|
4)
|
The amounts in this column represent cash awards earned for the applicable fiscal year and paid in the subsequent fiscal year, under our STIC Plan.
|
|
5)
|
During fiscal year 2011, we did not pay above-market interest on nonqualified deferred compensation, as our monthly deferred compensation interest rate did not exceed 120% of the applicable federal long-term month rate as published by the IRS. The 2011 amounts in this column reflect changes in the actuarial present value of pension benefits from September 30, 2010. See the Pension Benefits Table and Nonqualified Deferred Compensation Table below for additional information.
|
|
6)
|
Please refer to the “All Other Compensation” table below for further information:
|
All Other Compensation for Fiscal Year 2011
|
|||||||||
Company Contributions
|
|||||||||
Name
|
401(k)
(a)
|
Supp
401(k)
(a)
|
Cash Payout
Unused Vacation
|
Relocation
Reimbursements
|
Severance
Benefits
|
Other
Benefits
(b)
|
Total All
Other
Compensation
|
||
Mr. Greisch
|
$17,150
|
$157,852
|
-
|
-
|
-
|
-
|
$175,002
|
||
Mr. Guinan
|
$17,150
|
$28,482
|
-
|
$13,839
|
-
|
-
|
$59,471
|
||
Ms. Aronson
|
$19,423
|
$31,166
|
-
|
-
|
-
|
$2,802
|
$53,391
|
||
Mr. Infante Saracho
|
$23,877
|
$24,992
|
-
|
-
|
-
|
$1,811
|
$50,680
|
||
Ms. Lichtenstein
|
$23,950
|
$30,028
|
-
|
-
|
-
|
-
|
$53,978
|
||
Mr. Miller
|
-
|
$6,913
|
$23,077
|
-
|
$460,000
|
$7,692
|
$497,682
|
|
a)
|
Amounts represent Company matching contributions to the Named Executive Officer’s accounts in the applicable plans: 401(k) Savings Plan and 401(k) Savings Plan portion of the SERP.
|
|
b)
|
Other benefits include expenses paid on behalf of the executives’ spouses who accompanied such executives on business travel as well as fees for consulting services.
|
|
7)
|
Effective January 8, 2010, Mr. Greisch was elected as our President and Chief Executive Officer and a member of the Board.
|
|
8)
|
Effective December 13, 2010, Mr. Guinan was elected as our Senior Vice President and Chief Financial Officer.
|
|
9)
|
Prior to fiscal year 2011, Ms. Aronson was not a Named Executive Officer. Accordingly, compensation is presented for Ms. Aronson for 2011 only.
|
|
10)
|
Prior to fiscal year 2011, Mr. Infante Saracho was not a Named Executive Officer. Accordingly, compensation is presented for Mr. Infante Saracho for 2011 only.
|
|
11)
|
Effective May 6, 2010, Ms. Lichtenstein was elected as our Senior Vice President, Corporate Affairs, Chief Legal Officer and Secretary.
|
|
12)
|
Effective December 12, 2010 and in connection with Mr. Guinan’s appointment, Mr. Miller stepped down from his positions as Senior Vice President and Chief Financial Officer and Treasurer. Mr. Miller’s employment with us terminated on December 31, 2010.
|
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
|
All Other
Option
Awards:
Number of
|
Exercise
or Base
Price of
|
Grant Date
Fair Value of
|
|||||||||
Name
|
Grant
Date
|
Min
|
Target
|
Max
|
Min
|
Target
|
Max
|
Shares of
Stock or
Units (3)
|
Securities
Underlying
Options (3)
|
Option
Awards
(4)
|
Stock and
Option
Awards (5)
|
|||
John J. Greisch
|
$-
|
$887,397
|
$1,774,795
|
|||||||||||
11/16/2010
|
147,679
|
$38.81
|
$1,800,207
|
|||||||||||
11/16/2010
|
-
|
11,597
|
46,386
|
$1,448,171
|
||||||||||
Mark J. Guinan
|
$-
|
$270,000
|
$540,000
|
|||||||||||
12/13/2010
|
34,242
|
$41.84
|
$449,940
|
|||||||||||
12/13/2010
|
25,000
|
(6)
|
$41.84
|
$328,500
|
||||||||||
12/13/2010
|
30,221
|
(6)
|
$1,250,012
|
|||||||||||
12/13/2010
|
-
|
2,689
|
10,756
|
$362,047
|
||||||||||
Martha G. Aronson
|
$-
|
$259,457
|
$518,915
|
|||||||||||
11/16/2010
|
31,121
|
$38.81
|
$379,365
|
|||||||||||
11/16/2010
|
-
|
2,444
|
9,775
|
$305,176
|
||||||||||
Alejandro Infante Saracho
|
$-
|
$228,353
|
$456,707
|
|||||||||||
11/16/2010
|
30,403
|
$38.81
|
$370,613
|
|||||||||||
11/16/2010
|
-
|
2,388
|
9,550
|
$298,151
|
||||||||||
Susan R. Lichtenstein
|
$-
|
$253,352
|
$506,705
|
|||||||||||
11/16/2010
|
30,388
|
$38.81
|
$370,430
|
|||||||||||
11/16/2010
|
-
|
2,386
|
9,545
|
$297,995
|
||||||||||
Gregory N. Miller
|
$-
|
$-
|
$-
|
-
|
-
|
-
|
-
|
$-
|
-
|
|
1)
|
Amounts represent potential cash awards that could be paid under our Section 162(m) Incentive Plan, assuming that the Compensation Committee exercises its negative discretion by reference to our STIC Plan.
|
|
2)
|
The amounts under the “Maximum” column reflect the number of PSUs granted to the Named Executive Officer on November 16, 2010. They represent the amount of shares the Named Executive Officer will receive if the target performance goals are met during the three-year performance period. The “Target” amount represents the threshold performance level for each Named Executive Officer. Refer to the
“Long-Term Equity Awards”
section of the Compensation Discussion and Analysis for further details.
|
|
3)
|
Amounts under this column represent stock options and RSU’s granted to our Named Executive Officers during fiscal year 2011. The exercise price for these stock options is the fair market value of our common stock on the grant date, as described in Footnote 4 below. For RSU’s, the value to be realized by the Named Executive Officer is based on the fair market value of our common stock on the vesting date. The vesting schedules for these awards, and other unvested awards granted to our Named Executive Officers prior to fiscal year 2011, are disclosed in the footnotes to the Outstanding Equity Awards at September 30, 2011 table.
|
|
4)
|
The average of the high and low selling prices of our common stock on the New York Stock Exchange on the grant date or if the grant date is a non-trading day, then the next trading day thereafter.
|
|
5)
|
The grant date fair values of stock options and PSUs granted to our Named Executive Officers are based on the methodology set forth in Notes 1 and 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 30, 2011.
|
|
6)
|
Amounts represent one-time executive sign-on stock options and RSUs that Mr. Guinan received in connection with his employment with us during fiscal year 2011.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
|
Number of Securities
Underlying
Unexercised
Options
Unexercisable
|
Option
Grant
Date (1)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (2)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested (3)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(4)
|
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (3)
|
||||||||||||||||||
John J. Greisch
|
51,996 | 155,991 |
1/8/2010
|
$ | 23.92 |
1/8/2020
|
34,171 | $ | 1,025,813 | ||||||||||||||||||
147,679 |
11/16/2010
|
38.81 |
11/16/2020
|
46,386 | $ | 1,392,508 | |||||||||||||||||||||
Mark J. Guinan
|
34,242 |
12/13/2010
|
41.84 |
12/13/2020
|
30,221 | $ | 907,234 | 10,756 | $ | 322,895 | |||||||||||||||||
25,000 |
12/13/2010
|
41.84 |
12/13/2020
|
||||||||||||||||||||||||
Martha G. Aronson
|
2,500 | 7,500 |
8/2/2010
|
34.28 |
8/2/2020
|
12,577 | $ | 377,562 | |||||||||||||||||||
31,121 |
11/16/2010
|
38.81 |
11/16/2020
|
9,775 | $ | 293,446 | |||||||||||||||||||||
Alejandro Infante Saracho
|
3,434 | 10,303 |
5/6/2010
|
31.69 |
5/6/2020
|
5,622 | $ | 168,772 | |||||||||||||||||||
30,403 |
11/16/2010
|
38.81 |
11/16/2020
|
9,550 | $ | 286,691 | |||||||||||||||||||||
Susan R. Lichtenstein
|
4,906 | 14,719 |
5/6/2010
|
31.69 |
5/6/2020
|
8,030 | $ | 241,061 | |||||||||||||||||||
30,388 |
11/16/2010
|
38.81 |
11/16/2020
|
9,545 | $ | 286,541 | |||||||||||||||||||||
Gregory N. Miller (5)
|
|
1)
|
Unvested stock options based solely on continued employment will become exercisable in accordance with the following vesting schedules.
|
Grant Date
|
Remaining Vesting Schedule (as of 9/30/2011)
|
|
12/13/2010
|
With respect to the grant of options for 34,342 shares, four equal annual installments beginning on 12/13/2011.
|
|
12/13/2010
|
With respect to the grant of options for 25,000 shares, 8,500 vest on 12/13/2011, 8,250 vest each on 12/13/2012 and 12/13/2013.
|
|
11/16/2010
|
Four equal annual installments beginning on 11/16/2011.
|
|
8/2/2010
|
Four equal annual installments beginning on 8/2/2011.
|
|
5/6/2010
|
Four equal annual installments beginning on 5/6/2011.
|
|
1/8/2010
|
Four equal annual installments beginning on 1/8/2011.
|
|
2)
|
Unvested RSUs based solely on continued employment will vest in accordance with the following vesting schedules. The amounts include reinvested dividends.
|
Grant Date
|
Remaining Vesting Schedules (as of 9/30/2011)
|
|
12/13/2010
|
Vests in three equal annual installments beginning on 12/14/2011.
|
|
8/2/2010
|
Fully vest on 8/3/2013.
|
|
5/6/2010
|
Fully vest on 5/7/2013.
|
|
1/8/2010
|
20% on 1/9/2012, 30% on 1/9/2013 and 50% on 1/9/2014.
|
|
3)
|
Market value is determined by multiplying the number of unvested RSUs and/or PSUs by $30.02, the closing price per share of our common stock on September 30, 2011.
|
|
4)
|
Represents PSUs granted on November 16, 2010.
|
|
5)
|
As a result of Mr. Miller’s resignation, effective December 31, 2010, no equity awards were outstanding as of September 30, 2011.
|
Option Awards
|
Stock Awards
|
|||
Name
|
Number of
Shares
Acquired on
Exercise
|
Value Realized
on Exercise
|
Number of
Shares
Acquired on
Vesting (1)
|
Value Realized
on Vesting
|
John J. Greisch
|
-
|
-
|
-
|
-
|
Mark J. Guinan
|
-
|
-
|
-
|
-
|
Martha G. Aronson
|
-
|
-
|
-
|
-
|
Alejandro Infante Saracho
|
-
|
-
|
-
|
-
|
Susan R. Lichtenstein
|
-
|
-
|
-
|
-
|
Gregory N. Miller
|
152,686
|
$1,949,627
|
23,750
|
$982,324
|
|
1)
|
The pre-tax amounts indicated include a portion of dividends accrued and paid on the date the stock awards vested.
|
Name
|
Plan Name
(1)
|
Number of
Years
Credited
Service
|
Present Value of
Accumulated Benefit (2)
|
Payments During Last
Fiscal Year
|
John J. Greisch
|
-
|
-
|
-
|
-
|
Mark J. Guinan
|
-
|
-
|
-
|
-
|
Martha G. Aronson
|
-
|
-
|
-
|
-
|
Alejandro Infante Saracho
|
-
|
-
|
-
|
-
|
Susan R. Lichtenstein
|
-
|
-
|
-
|
-
|
Gregory N. Miller
|
Master Pension Plan
|
2
|
$31,160
|
-
|
|
1)
|
The Pension Plan covers officers and other employees. Employer contributions to the Pension Plan are made on an actuarial basis, and no specific contributions are determined or set aside for any individual. Effective June 30, 2003, the Pension Plan was closed to new participants, and existing participants were given the choice of remaining in the Pension Plan or freezing their accumulated benefit as of January 1, 2004 and to participate in our 401(k) Savings Plan. Mr. Miller has two years of credited service in the Pension Plan, in which his accumulated benefit was frozen as of January 1, 2004.
|
|
2)
|
This column represents the total discounted value of the monthly single life annuity benefit earned as of September 30, 2011 assuming the executive leaves Hill-Rom at this date and retires at age 65. The present value is not the monthly or annual lifetime benefit that would be paid to the executive. The present values are based on a 4.60% discount rate at September 30, 2011, assume no pre-retirement mortality and utilize the 2012 Static Annuitant Mortality Table.
|
Name
|
Plan (1)
|
Executive
Contributions
in Last FY
|
Registrant
Contributions
in Last FY
|
Aggregate
Earnings in
Last FY (2)
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance at
Last FYE (3)
|
John J. Greisch
|
SERP
|
$-
|
$157,852
|
$(17,692)
|
None
|
$244,981
|
Mark J. Guinan
|
SERP
|
$-
|
$28,482
|
$(1,992)
|
None
|
$26,490
|
Martha G. Aronson
|
SERP
|
$-
|
$31,166
|
$(2,493)
|
None
|
$28,673
|
Alejandro Infante
|
SERP
|
$-
|
$30,028
|
$(1,907)
|
None
|
$28,121
|
Susan R. Lichtenstein
|
SERP
|
$-
|
$24,992
|
$(1,882)
|
None
|
$23,110
|
Gregory N. Miller
|
SERP
|
$-
|
$6,913
|
$4,073
|
$(170,969)
|
|
1)
|
We maintain a 401(k) Savings Plan portion of the SERP to provide additional retirement benefits to certain employees whose retirement benefits under the 401(k) Savings Plan are limited under the Internal Revenue Code of 1986. The additional retirement benefits provided by the SERP are for certain participants chosen by the Compensation Committee, and they may annually receive an additional benefit of a certain percentage of their Compensation for such year. “Compensation” under the SERP means the corresponding definition of compensation under the 401(k) Savings Plan plus a percentage of a participant's eligible compensation as determined under our STIC Program. A lump sum cash payment is available to the participant beginning on the six-month anniversary of the date of the Named Executive Officer’s termination of employment (except for termination for cause, where the entire SERP is forfeited). In the alternative a participant may defer receipt by electing a stream of equal annual payments for up to 20 years.
|
|
2)
|
Amounts represent interest on the deferred compensation balances paid through the first three quarters of fiscal year 2011 offset by gains/(losses) in the investment accounts during the fourth quarter when the investment approach was amended. During the first three quarters of fiscal year 2011 interest earned was based on the monthly prime rate in effect. We did not pay above-market interest or preferential earnings during fiscal year 2011 as our monthly deferred compensation interest rate did not exceed 120% of the applicable federal long-term month rate as published by the IRS. Therefore, for fiscal year 2011, there is no above-market interest or preferential earnings reported as compensation to the Named Executive Officers in the Summary Compensation Table. During the fourth quarter the Plan’s investment approach was amended to provide for investments mirroring the employee’s investment allocation in their 401(k).
|
|
3)
|
Of the amounts shown in this column related to the SERP the following amounts represent Company contributions and above-market interest previously reported in the Summary Compensation Table in previous Proxy Statements:
|
Plan (1)
|
Aggregate Amount Reported in the
Summary Compensation Table of Previous
Proxy Statements
|
|
John J. Greisch
|
SERP
|
$103,583
|
Mark J. Guinan
|
SERP
|
$-
|
Martha G. Aronson
|
SERP
|
$-
|
Alejandro Infante Saracho
|
SERP
|
$-
|
Susan R. Lichtenstein
|
SERP
|
$-
|
Gregory N. Miller
|
SERP
|
$133,559
|
John J. Greisch
|
||||||||||||||||||||||||
Accelerated
|
Accelerated
|
Continuance of
|
Limited
|
|||||||||||||||||||||
Salary & Other
|
Vesting of
|
Vesting of
|
Health &
|
Outplacement
|
||||||||||||||||||||
Event
|
Cash Payments
|
Stock Options (2)
|
Stock Awards (3)
|
Welfare Benefits (4)
|
Assistance
|
Total
|
||||||||||||||||||
Permanent Disability (1)
|
$1,847,009
|
$951,545
|
$2,418,296
|
$15,579
|
$5,232,429
|
|||||||||||||||||||
Death
|
$534,615
|
$951,545
|
$2,418,296
|
$12,999
|
$3,917,455
|
|||||||||||||||||||
Termination Without Cause
|
$1,834,615
|
$15,579
|
$10,000
|
$1,860,194
|
||||||||||||||||||||
Resignation With Good Reason
|
$1,834,615
|
$15,579
|
$10,000
|
$1,860,194
|
||||||||||||||||||||
Termination for Cause
|
$34,615
|
$34,615
|
||||||||||||||||||||||
Resignation Without Good Reason
|
$34,615
|
$34,615
|
||||||||||||||||||||||
Retirement (5)
|
$34,615
|
$34,615
|
||||||||||||||||||||||
Mark J. Guinan
|
||||||||||||||||||||||||
Accelerated | Accelerated |
Continuance of
|
Limited
|
|||||||||||||||||||||
Salary & Other
|
Vesting of
|
Vesting of
|
Health &
|
Outplacement
|
||||||||||||||||||||
Event
|
Cash Payments
|
Stock Options (2)
|
Stock Awards (3)
|
Welfare Benefits (4)
|
Assistance
|
Total
|
||||||||||||||||||
Permanent Disability (1)
|
$2,362,466
|
$0
|
$1,230,125
|
$13,899
|
$3,606,490
|
|||||||||||||||||||
Death
|
$534,615
|
$0
|
$1,230,125
|
$12,999
|
$1,777,739
|
|||||||||||||||||||
Termination Without Cause
|
$484,615
|
$13,899
|
$10,000
|
$508,514
|
||||||||||||||||||||
Resignation With Good Reason
|
$484,615
|
$13,899
|
$10,000
|
$508,514
|
||||||||||||||||||||
Termination for Cause
|
$34,615
|
$34,615
|
||||||||||||||||||||||
Resignation Without Good Reason
|
$34,615
|
$34,615
|
||||||||||||||||||||||
Retirement (5)
|
$34,615
|
$34,615
|
||||||||||||||||||||||
Martha G. Aronson
|
||||||||||||||||||||||||
Accelerated
|
Accelerated |
Continuance of
|
Limited
|
|||||||||||||||||||||
Salary & Other
|
Vesting of
|
Vesting of |
Health &
|
Outplacement
|
||||||||||||||||||||
Event
|
Cash Payments
|
Stock Options (2)
|
Stock Awards (3) |
Welfare Benefits (4)
|
Assistance
|
Total
|
||||||||||||||||||
Permanent Disability (1)
|
$2,766,686
|
$0
|
$671,005
|
$13,599
|
$3,451,290
|
|||||||||||||||||||
Death
|
$533,346
|
$0
|
$671,005
|
$12,999
|
$1,217,350
|
|||||||||||||||||||
Termination Without Cause
|
$466,846
|
$13,599
|
$10,000
|
$490,445
|
||||||||||||||||||||
Resignation With Good Reason
|
$466,846
|
$13,599
|
$10,000
|
$490,445
|
||||||||||||||||||||
Termination for Cause
|
$33,346
|
$33,346
|
||||||||||||||||||||||
Resignation Without Good Reason
|
$33,346
|
$33,346
|
||||||||||||||||||||||
Retirement (5)
|
$33,346
|
$33,346
|
Alejandro Infante Saracho
|
||||||||||||||||||||||||
Accelerated
|
Accelerated
|
Continuance
|
Limited
|
|||||||||||||||||||||
Salary & Other
|
Vesting of
|
Vesting of
|
Health &
|
Outplacement
|
||||||||||||||||||||
Event
|
Cash Payments
|
Stock Options (2)
|
Stock Awards (3)
|
Welfare Benefits (4)
|
Assistance
|
Total
|
||||||||||||||||||
Permanent Disability (1)
|
$2,225,829
|
$-
|
$455,451
|
$14,379
|
$2,695,659
|
|||||||||||||||||||
Death
|
$522,212
|
$-
|
$455,451
|
$12,999
|
$990,662
|
|||||||||||||||||||
Termination Without Cause
|
$407,212
|
$14,379
|
$10,000
|
$431,591
|
||||||||||||||||||||
Resignation With Good Reason
|
$407,212
|
$14,379
|
$10,000
|
$431,591
|
||||||||||||||||||||
Termination for Cause
|
$22,212
|
$22,212
|
||||||||||||||||||||||
Resignation Without Good Reason
|
$22,212
|
$22,212
|
||||||||||||||||||||||
Retirement (5)
|
$22,212
|
$22,212
|
||||||||||||||||||||||
Susan R. Lichtenstein
|
||||||||||||||||||||||||
Accelerated
|
Accelerated
|
Continuance
|
Limited
|
|||||||||||||||||||||
Salary & Other
|
Vesting of
|
Vesting of
|
Health &
|
Outplacement
|
||||||||||||||||||||
Event
|
Cash Payments
|
Stock Options (2)
|
Stock Awards (3)
|
Welfare Benefits (4)
|
Assistance
|
Total
|
||||||||||||||||||
Permanent Disability (1)
|
$1,812,173
|
$-
|
$527,595
|
$14,379
|
$2,354,147
|
|||||||||||||||||||
Death
|
$524,421
|
$-
|
$527,595
|
$12,999
|
$1,065,015
|
|||||||||||||||||||
Termination Without Cause
|
$447,721
|
$14,379
|
$10,000
|
$472,100
|
||||||||||||||||||||
Resignation With Good Reason
|
$447,721
|
$14,379
|
$10,000
|
$472,100
|
||||||||||||||||||||
Termination for Cause
|
$24,421
|
$24,421
|
||||||||||||||||||||||
Resignation Without Good Reason
|
$24,421
|
$24,421
|
||||||||||||||||||||||
Retirement (5)
|
$24,421
|
$24,421
|
(1)
|
Benefits provided under our disability plans are based on various circumstances including the Named Executive Officer meeting certain eligibility requirements. Our disability plans are fully insured; therefore, claim payments are reviewed and processed by our third party insurance carrier. The following assumptions were used to determine the salary and other cash payment amount for permanent disability: normal retirement age is based on the Social Security Normal Retirement Age Table, short-term disability benefits are based on salary continuation for 26 weeks; long-term disability benefits are based on the lesser of 60% of the Named Executive Officer's monthly earnings or $15,000 per month; and a 4.6% discount rate.
|
|
(2)
|
The amounts indicated represent the intrinsic value of all unvested non-qualified stock options that would have become immediately vested and exercisable upon permanent disability or death. Performance-based stock options were not included in the amount. The amounts were calculated based on the closing stock price on September 30, 2011.
|
|
(3)
|
The amounts indicated represent the market value of all unvested RSUs and PSUs that would have vested immediately and been distributed upon permanent disability or death. The amounts were calculated based on the closing stock price on September 30, 2011.
|
|
(4)
|
Amounts represent the dollar value of the incremental cost to Hill-Rom by providing continuing health and life insurance coverage based on the individual’s selected coverage in effect immediately before the hypothetical termination.
|
|
(5)
|
Based on length of service, employee not eligible for retirement benefits.
|
Acceleration of Stock
Based Awards
|
||||||||||||||||||||||||||||||||||||||||
Name | Salary |
Incentive
Comp
|
Continuation
of Health and
Welfare
Benefits
|
Vacation
Benefits
|
Retirement
Savings Plan
Benefits
|
Limited
Outplacement
Assistance
|
Continuation of
Term Life
Insurance
Coverage
|
Stock
Options (1)
|
RSUs (2) | Total | ||||||||||||||||||||||||||||||
John J. Greisch | ||||||||||||||||||||||||||||||||||||||||
With termination
|
$ | 2,700,000 | $ | 1,197,986 | $ | 38,997 | $ | 34,615 | $ | 244,981 | $ | 10,000 | $ | 7,740 | $ | 1,268,721 | $ | 1,025,789 | $ | 6,528,829 | ||||||||||||||||||||
Without
termination |
- | - | - | - | - | - | - | $ | 951,545 | $ | 1,025,789 | $ | 1,977,334 | |||||||||||||||||||||||||||
Mark J. Guinan | ||||||||||||||||||||||||||||||||||||||||
With termination
|
$ | 900,000 | $ | 364,500 | $ | 25,998 | $ | 34,615 | $ | 26,490 | $ | 10,000 | $ | 1,800 | - | - | $ | 1,363,403 | ||||||||||||||||||||||
Without
termination |
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Martha G.
Aronson
|
||||||||||||||||||||||||||||||||||||||||
With termination
|
$ | 867,000 | $ | 350,267 | $ | 25,998 | $ | 33,346 | $ | 28,673 | $ | 10,000 | $ | 1,200 | - | $ | 377,559 | $ | 1,694,043 | |||||||||||||||||||||
Without
termination |
- | - | - | - | - | - | - | - | $ | 377,559 | $ | 377,559 | ||||||||||||||||||||||||||||
Susan R.
Lichtenstein
|
||||||||||||||||||||||||||||||||||||||||
With termination
|
$ | 846,600 | $ | 342,026 | $ | 25,998 | $ | 24,421 | $ | 23,110 | $ | 10,000 | $ | 2,760 | - | $ | 241,055 | $ | 1,515,970 | |||||||||||||||||||||
Without
termination |
- | - | - | - | - | - | - | - | $ | 241,055 | $ | 241,055 | ||||||||||||||||||||||||||||
Alejandro Infante
Saracho
|
||||||||||||||||||||||||||||||||||||||||
With termination
|
$ | 770,000 | $ | 314,198 | $ | 25,998 | $ | 22,212 | $ | 28,121 | $ | 10,000 | $ | 2,760 | - | $ | 168,760 | $ | 1,342,049 | |||||||||||||||||||||
Without
termination |
- | - | - | - | - | - | - | - | $ | 168,760 | $ | 168,760 | ||||||||||||||||||||||||||||
Gregory N. Miller
(3)
|
||||||||||||||||||||||||||||||||||||||||
(
1)
|
The amounts indicated represent the intrinsic value of all unvested non-qualified stock options that would have become immediately vested and exercisable upon a change in control. The amounts were calculated based on the closing stock price on September 30, 2011, and assume that the options granted were cashed out on the hypothetical change in control.
|
(2)
|
The amounts indicated represent the intrinsic value of all unvested RSUs that would have become immediately vested and exercisable upon a change in control. Performance-based awards were included in the amount only to the extent performance conditions were completely met as of September 30, 2011. The amounts were calculated based on the closing stock price on September 30, 2011. RSUs granted to Mr. Guinan would not accelerate on a hypothetical change in control on September 30, 2011 since he would have not held his RSUs for the minimum required one year at such date.
|
(3)
|
Not serving as a Named Executive Officer at the end of the last fiscal year. See the Benefits Payable Upon Termination Under Employment Agreements table for actual separation payments.
|
Change in Pension
|
||||||||||||||||||||||||||||
Value and Nonqualified
|
||||||||||||||||||||||||||||
Non-Equity
|
Deferred
|
|||||||||||||||||||||||||||
Fees Earned or
|
Incentive Plan
|
Compensation
|
All Other
|
|||||||||||||||||||||||||
Name
|
Paid in Cash
|
Stock Awards
|
Option Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|||||||||||||||||||||
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
||||||||||||||||||||||||
Rolf A. Classon
|
$137,000
|
$200,039
|
-
|
-
|
-
|
$216
|
$
|
337,255
|
||||||||||||||||||||
James R. Giertz
|
$63,500
|
$120,008
|
-
|
-
|
-
|
$216
|
$
|
183,724
|
||||||||||||||||||||
Charles E. Golden
|
$82,000
|
$120,008
|
-
|
-
|
-
|
$216
|
$
|
202,224
|
||||||||||||||||||||
W August Hillenbrand
|
$50,000
|
$120,008
|
-
|
-
|
-
|
$140
|
$
|
170,148
|
||||||||||||||||||||
Ronald A. Malone
|
$64,000
|
$120,008
|
-
|
-
|
-
|
$216
|
$
|
184,224
|
||||||||||||||||||||
Eduardo R. Menascé
|
$65,000
|
$120,008
|
-
|
-
|
-
|
$216
|
$
|
185,224
|
||||||||||||||||||||
Katherine S. Napier
|
$63,500
|
$120,008
|
-
|
-
|
-
|
$216
|
$
|
183,724
|
||||||||||||||||||||
Joanne C. Smith, M.D.
|
$69,000
|
$120,008
|
-
|
-
|
-
|
$216
|
$
|
189,224
|
||||||||||||||||||||
|
1)
|
The amounts in this column include the annual retainer and the amounts earned by each non-employee director for attending Board and/or committee meetings in person and/or by teleconference that were not held in conjunction with a meeting of our full Board. For the Chair of each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, the additional annual retainer is also included. For Mr. Golden and Mr. Hillenbrand, amounts include $30,000 and $50,000, respectively, of cash fees deferred into our common stock.
|
|
2)
|
The amounts indicated represent the grant date fair value of RSUs granted to our non-employee directors during fiscal 2011. The determination of this value was based on the methodology set forth in Notes 1 and 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 30, 2011.
As of September 30, 2011, our non-employee directors owned aggregate stock awards in the following amounts (in shares): Rolf A. Classon 46,209, James R. Giertz 6,523, Charles E. Golden 27,695, W August Hillenbrand 19,568, Ronald A. Malone 14,469, Eduardo R. Menasc
é
17,946, Katherine S. Napier 7,377, and Joanne C. Smith, M.D. 27,695.
|
|
3)
|
As of September 30, 2011, certain of our non-employee directors had options to purchase our common stock which were granted in prior years as follows: Rolf A. Classon, 14,800, Charles E. Golden, 7,400, and W August Hillenbrand, 8,000.
|
|
4)
|
During fiscal 2011, we did not pay above-market interest on nonqualified deferred compensation to our non-employee directors as our monthly deferred compensation interest rate did not exceed 120% of the applicable federal long-term month rate as published by the IRS in its revenue rulings.
|
|
5)
|
Amounts in this column represent the dollar value of the voluntary director life and accidental death and dismemberment insurance premiums paid by us during fiscal 2011 on behalf of each director.
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average exercise
price of outstanding
options, warrants and
rights (1)
|
Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
|
|||||||
Plan Category
|
(a)
|
(b)
|
(c)
|
||||||
Equity compensation plans
approved by security holders
|
3,059,041
|
$27.54
|
6,889,266
|
||||||
Equity compensation plans not
approved by security holders
(2)(3)
|
10,422
|
-
|
-
|
||||||
Total
|
3,069,463
|
$27.54
|
6,889,266
(4)
|
(1)
|
RSUs and PSUs are excluded when determining the weighted-average exercise price of outstanding stock options.
|
(2)
|
Under the Hill-Rom Holdings Stock Award Program, which has not been approved by security holders, shares of common stock have been granted to certain key employees. All shares granted under this program are contingent upon continued
employment
over specified terms. Dividends, payable in stock equivalents accrue on the grants and are subject to the same specified terms as the original grants. Under this program, a total of 6,097 deferred shares will be issuable at a future date.
|
(3)
|
Members of the Board of Directors may elect to defer fees earned and invest them in Hill-Rom common stock under the Hill-Rom Holdings Directors' Deferred Compensation Plan, which has not been approved by security holders. Under this program, a total of 4,325 deferred shares will be issuable at a future date.
|
(4)
|
Amount consists of 6,156,473 shares available for issuance under our Stock Incentive Plan and 732,793
shares
available for purchase
under
our Employee Stock Purchase Plan.
|
HILL-ROM HOLDINGS, INC.
1069 STATE ROUTE 46 EAST
BATESVILLE, IN 47006
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY
|
For
|
Withhold
|
For All
|
To withhold authority to vote for any
|
||||||||
All
|
All
|
Except
|
individual nominee(s), mark “For All
|
||||||||
The Board of Directors recommends that you vote
FOR the following:
|
|
|
|
Except” and write the number(s) of the
nominee(s) on the line below. |
|||||||
o | o | o | |||||||||
1. Election of Directors
|
|||||||||||
Nominees:
|
|||||||||||
01 Rolf A. Classon 02 James R. Giertz 03 Charles E. Golden 04 W August Hillenbrand 05 Katherine S. Napier | ||||||||||||
06 Joanne C. Smith, M.D. | ||||||||||||
The Board of Directors recommends you vote FOR proposals 2 and 3.
|
For
|
Against
|
Abstain
|
|||||||||
2
To approve, by non-binding advisory vote, executive compensation.
|
o
|
o
|
o
|
|||||||||
3
Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2012.
|
o
|
o
|
o
|
|||||||||
NOTE:
Such other business as may properly come before the meeting or any adjournment thereof.
|
||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
||||||||||||
|
||||||||||||
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report, Notice & Proxy Statement is/
are available at
www.proxyvote.com
.
|
|
PROXY
|
||
This proxy is solicited by the Board of Directors
|
||
The undersigned hereby appoints Rolf A. Classon and Joanne C. Smith, M.D., and each of them, with power to act without
the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Hill-Rom Holdings, Inc. Common Stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of Hill-Rom Holdings, Inc. to be held on March 6, 2012 or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting.
|
||
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO SUCH DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2, AND FOR PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
|
||
|
||
Continued and to be signed on reverse side
|
||
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