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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lubys Inc | NYSE:LUB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.78 | 0 | 01:00:00 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☒
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under Rule 14a-12
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Sincerely,
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/s/ JOHN GARILLI
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John Garilli
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Interim President and Chief Executive Officer
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(1)
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Elect the five directors named in the Company’s proxy statement to serve until the 2022 Annual Meeting of Shareholders of the Company;
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(2)
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Ratify, on a non-binding advisory basis, the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year;
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(3)
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Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
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(4)
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Ratify, on a non-binding advisory basis, the rights agreement, dated as of February 15, 2018, as amended on February 11, 2019, February 14, 2020 and February 14, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC; and
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(5)
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Transact such other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or before any adjournment thereof.
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•
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Use the toll-free telephone number 1-800-690-6903 from the U.S. or Canada;
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•
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Use the Internet website https://www.proxyvote.com; or
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•
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Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope.
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By Order of the Board of Directors of Luby’s, Inc.
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/s/ GERALD W. BODZY
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Gerald W. Bodzy
Chairman of the Board
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Houston, Texas
[ ], 2021
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(1)
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Elect the five directors named in this Proxy Statement to serve until the 2022 Annual Meeting of Shareholders of the Company;
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(2)
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Ratify, on a non-binding advisory basis, the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year;
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(3)
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Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
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(4)
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Ratify, on a non-binding advisory basis, the rights agreement, dated as of February 15, 2018, as amended on February 11, 2019, February 14, 2020 and February 14, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC; and
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(5)
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Transact such other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or before any adjournment thereof.
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1.
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By Telephone: Call 1-800-690-6903 (toll charges may apply for calls made from outside the United States) and follow the instructions provided;
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2.
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By Internet: Log on through the Internet at www.proxyvote.com and follow the instructions at that site; or
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3.
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By Mail: If you received a proxy card in the mail, complete, sign, and mail the proxy card in the return envelope provided to you.
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Proposal 1
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“FOR” the election of each of the Board’s five nominees for director with a one-year term expiring at the 2022 annual meeting of the Company’s shareholders.
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Proposal 2
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“FOR” the ratification, on a non-binding advisory basis, of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm (independent auditors) for the 2021 fiscal year.
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Proposal 3
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“FOR” the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
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Proposal 4
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“FOR” the ratification, on a non-binding advisory basis, of the rights agreement, dated as of February 15, 2018, as amended on February 11, 2019, February 14, 2020 and February 14, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC
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•
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Shareholders of Record. If your shares are held in your name, whether you vote by mail, the Internet, or by telephone, you may revoke your proxy by delivering a written statement to that effect to the Secretary of the Company at 13111 Northwest Freeway, Suite 600 Houston, Texas prior to the date of the Annual Meeting, by a later-dated electronic vote via the Internet, by telephone, by submitting a properly signed proxy with a later date, or by voting in person at the Annual Meeting.
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•
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Beneficial Holders. If you hold your shares through a bank or broker, the methods available to you to revoke your proxy are determined by your bank or broker, so please see the instructions provided by your bank or broker.
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Name(1)
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Shares
Beneficially
Owned
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Percent of
Common
Stock
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Gerald W. Bodzy(2)
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240,854
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*
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Twila Day(4)
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107,670
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*
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Jill Griffin(5)
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136,320
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*
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Frank Markantonis(6)
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313,567
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1.01%
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Joe C. McKinney(7)
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319,845
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1.03%
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Gasper Mir, III(8)
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281,235
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*
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John Morlock(9)
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20,318
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*
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Christopher J. Pappas(10)
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5,667,153
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18.30%
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Randolph C. Read(11)
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123,591
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*
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John Garilli
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—
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—
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Benjamin T. Coutee(3)
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288,733
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*
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Steve Goodweather(12)
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88,388
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*
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Philip Rider(13)
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24,000
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*
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All directors and executive officers of the Company, as a group (14 persons)(14)
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7,611,674
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24.58%
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*
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Represents beneficial ownership of less than one percent of the shares of Common Stock issued and then-outstanding.
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(1)
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Except as indicated in these notes and subject to applicable community property laws, each person named in the table owns directly the number of shares indicated and has the sole power to vote and to dispose of such shares. Shares of phantom stock held by a nonemployee director convert into an equivalent number of shares of Common Stock when the nonemployee director ceases to be a director of the Company due to resignation, retirement, death, disability, removal, or any other circumstance. The shares of Common Stock payable upon conversion of the phantom stock are included in this table because it is possible for the holder to acquire the shares of Common Stock within 60 days if his or her directorship were to be terminated. Under the Company’s Nonemployee Director Stock Plan, restricted stock awards may become unrestricted when a nonemployee director ceases to be a director of the Company. Unless otherwise specified, the mailing address of each person named in the table is 13111 Northwest Freeway, Suite 600, Houston, Texas 77040.
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(2)
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The shares shown for Mr. Bodzy includes 67,912 shares held for his benefit in a custodial account and 172,942 shares of restricted stock.
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(3)
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The shares shown for Mr. Coutee include 77,077 shares held for his benefit in a custodial account, 30,000 shares of restricted stock and 181,656 shares that he has a right to acquire within 60 days under Luby’s Incentive Stock Plan.
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(4)
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The shares shown for Ms. Day include 7,500 shares held for her benefit in a custodial account and 100,170 shares of restricted stock.
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(5)
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The shares shown for Ms. Griffin include 112,155 shares held for her benefit in a custodial account and 24,165 shares of restricted stock.
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(6)
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The shares shown for Mr. Markantonis include 206,022 shares held for his benefit in a custodial account, 103,666 shares of restricted stock and 3,879 shares of phantom, stock held under the Nonemployee Director Phantom Stock Plan.
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(7)
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The shares shown for Mr. McKinney include 172,667 shares held in certificate form and 147,178 shares of restricted stock.
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(8)
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The shares shown for Mr. Mir include 139,694 shares held for his benefit in a custodial account, 139,088 shares of restricted stock and 2,453 shares of phantom stock held under the Nonemployee Director Phantom Stock Plan.
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(9)
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The shares shown for Mr. Morlock include 7,500 shares held for his benefit in a custodial account and 12,818 shares of restricted stock.
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(10)
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The shares shown for Christopher J. Pappas include 4,595,773 shares held for his benefit in a custodial account and 1,071,380 shares held by Pappas Restaurants, Inc. Each of Christopher J. Pappas and Harris J. Pappas owns a 50% interest in Pappas Restaurants, Inc. and, therefore, Christopher J. Pappas owns a corresponding beneficial interest in the 1,071,380 shares owned by Pappas Restaurants, Inc.
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(11)
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The shares shown for Mr. Read include 7,500 shares held for his benefit in a custodial account and 116,091 shares of restricted stock.
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(12)
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The shares shown for Mr. Goodweather includes 23,094 shares held for his benefit in a custodial account, 24,000 shares of restricted stock and 41,294 shares that he has a right to acquire within 60 days under the Luby’s Incentive Stock Plan.
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(13)
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The 24,000 shares shown for Mr. Rider are shares of restricted stock.
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(14)
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The shares shown for all directors and executive officers as a group include 5,244,227 shares held in custodial accounts, 172,667 shares held in certificate form, 222,950 shares which they have the right to acquire within 60 days under the Company’s various benefit plans, 894,118 shares of restricted stock, 6,332 shares of phantom stock held by nonemployee directors under the Nonemployee Director Phantom Stock Plan, and 1,071,380 shares owned by Pappas Restaurants, Inc., of which Christopher J. Pappas and Harris J. Pappas each own a 50% interest, as described above.
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Name and Address of Beneficial Owner(1)
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Shares
Beneficially
Owned
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Percent of
Common
Stock
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Christopher J. Pappas(2)
13939 Northwest Freeway
Houston, Texas 77040
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5,667,153
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18.30%
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Harris J. Pappas(3)
13939 Northwest Freeway
Houston, Texas 77040
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5,491,020
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17.73%
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Bandera Partners LLC(4)
50 Broad Street, Suite 1820
New York, New York 10004
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2,859,926
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9.23%
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Hodges Capital Management Inc.(5)
2905 Maple Ave.
Dallas, Texas 75201
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2,210,782
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7.14%
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BML Investment Partners, L.P.(6)
65 E Cedar, Suite 2
Zionville, IN 46077
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1,582,235
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5.11%
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(1)
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Except as indicated in these notes and subject to applicable community property laws, each person named in the table owns directly the number of shares indicated and has the sole power to vote and to dispose of such shares.
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(2)
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The shares shown for Christopher J. Pappas consist of 5,667,153 shares of Common Stock held for his benefit in a custodial account, which includes 100% of the 1,071,380 shares owned by Pappas Restaurants Inc., such shares being deemed beneficially owned by him due to his 50% ownership interest in Pappas Restaurants Inc.
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(3)
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The shares shown for Harris J. Pappas consist of 5,491,020 shares of Common Stock held for his benefit in a custodial account, which includes 100% of the 1,071,380 shares owned by Pappas Restaurants Inc., such shares being deemed beneficially owned by him due to his 50% ownership interest in Pappas Restaurants Inc.
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(4)
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Information based solely on Form 13F-HR filed on May 27, 2021 with the SEC by Bandera Partners LLC. Bandera Partners LLC has sole voting authority with respect to 2,786,036 shares.
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(5)
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Information based solely on Form 13F-HR filed with the SEC on July 6, 2021 by Hodges Capital Management, Inc. Hodges Capital Management, Inc. has sole voting authority with respect to 0 shares.
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(6)
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Information based solely on Form 13F-HR filed on July 22, 2021 with the SEC by BML Investment Partners. BML Investment Partners, L.P. has sole voting authority with respect to 0 shares.
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GERALD W. BODZY, 69, was President and owner of Showcase Custom Vinyl Windows and Doors, a manufacturer of residential windows and doors in Houston, Texas, from 2004 until he retired in November 2020. He has been an independent director of the Company since 2016 and serves as Chairman of the Board, Chair of the Nominating and Corporate Governance Committee, Co-Chair of the Board Special Committee, a member of the Finance and Audit Committee, and a member of the Compensation Committee. From 1990 to 2000, Mr. Bodzy was a Managing Director of Stephens, Inc. where he headed the investment banking firm’s Houston office. From 1979 to 1990, he was employed by Smith Barney, Inc. in New York where he was a Managing Director from 1986 to 1990. From 1976 to 1990, he worked in the real estate group at General Crude Oil Company in Houston. Mr. Bodzy is a former director of Oshman’s Sporting Goods, Benchmark Electronics, and Republic Bankshares of Texas. Mr. Bodzy earned a B.A. Degree in Economics from the University of Texas in 1973 and a J.D. Degree from the University of Texas School of Law in 1976, and is a member of Phi Beta Kappa. Mr. Bodzy serves on the board of the Boys & Girls Clubs of Greater Houston and is Chairman of the Board of the Boys & Girls Clubs of Greater Houston Foundation.
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Qualifications, Experience, Key Attributes and Skills. Mr. Bodzy has 45 years of experience in business management, investment banking, and investments, including 11 years at Smith Barney and 10 years at Stephens Inc., representing clients in equity and debt offerings and mergers and acquisitions. Most recently, he served 16 years at Showcase Custom Vinyl Windows and Doors. Mr. Bodzy also has significant experience from his service on boards of banks, retail, and manufacturing companies, where he has also served on audit, compensation, and nominating committees.
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TWILA DAY, 59, is currently the Vice President and Chief Information Officer for Huntsman Corporation as of November 2018. As CIO, she is accountable for the global technology investments and operations, leading strategic planning, and ensuring compliance with the company covenants and regulatory controls including SOX, cyber security, and Global Data Protection Regulation (GDPR). Prior to Huntsman, from August 2013 until October 2018, Ms. Day was Managing Director, National Practice Lead for Technology Services, and a member of the Executive Technology Advisor Group for Alvarez and Marsal. While at Alvarez and Marsal, she advised companies in the national restaurant, energy, pharmaceutical, construction, and engineering/manufacturing sectors providing them with objective and independent advice on technology strategies, process improvement, IT initiatives, post-merger integration and security risk management. In 1992, Ms. Day began working for Sysco Corporation as a programmer/analyst and advanced through various Information Technology positions where she ultimately became Chief Information Officer in January 2006 and held that role through June 2013. While at Sysco, she focused on driving strategic change initiatives that intersected business transformation with information technology solutions. Ms. Day also served as a member of Sysco’s enterprise risk management executive committee as the risk owner for data protection, cyber security, and information technology availability. Ms. Day graduated from Our Lady of Lake University in 1989 with a Bachelor of Arts degree in Business Management. Ms. Day has been an independent director of the Company since 2019; serves as a member of the Finance and Audit Committee, the Compensation Committee and the Special Committee.
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Qualifications, Experience, Key Attributes, and Skills: Ms. Day has more than 30 years of experience connecting Information Technology with the business. With her broad technology expertise, she has served as a trusted advisor to executives translating technology into “plain English” and helping them ensure their technology investments create value and competitive advantage.
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JOE C. McKINNEY, 74, was Vice-Chairman of National Bank, a locally owned and operated San Antonio-based bank, from October 2002 until his retirement in March 2020. He formerly served as Chairman of the board of directors and Chief Executive Officer of JPMorgan Chase Bank-San Antonio from November 1987 until his retirement there in March 2002. Mr. McKinney graduated from Harvard University in 1969 with a Bachelor of Arts in Economics, and he graduated from the Wharton School of the University of Pennsylvania in 1973 with a Master of Business Administration in Finance. Mr. McKinney has been an independent director of the Company since January 2003 and is Chair of the Finance and Audit Committee, a member of the Nominating and Corporate Governance Committee, a member of the Compensation Committee, and a member of the Special Committee. He is a former director of Broadway National Bank, Broadway Bancshares, Inc., New York REIT Liquidating LLC, a successor to New York REIT, Inc., a publicly traded real estate investment trust, USAA Real Estate Company; US Industrial REIT I, II, and III; US Global Investors Funds; and Prodigy Communications Corporation.
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Qualifications, Experience, Key Attributes, and Skills: Mr. McKinney has over 45 years of experience in banking, finance, and management from his distinguished career in banking, culminating in a tenure of over 14 years as Chairman of the Board and Chief Executive Officer of JPMorgan Chase Bank-San Antonio and 18 years as Vice-Chairman of Broadway National Bank. He further brings significant board experience from his service on over six boards of banks, investment funds, and corporations.
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GASPER MIR, III, 74, since his retirement as a principal owner of the professional services firm MFR Group, Inc. (formerly known as MFR P.C.) (“MFR”), which he founded in 1988, Mr. Mir has served as an independent business consultant. From 2008 and until his retirement, he served as MFR’s Chief Administrative Officer, and prior to that his work included financial audit and accounting services for clients in the retail industry. From January 2003 through January 2008, Mr. Mir took a leave of absence from MFR and served as Executive General Manager of Strategic Partnerships for the Houston Independent School District. From 1969 until 1987, he worked at KPMG LLP, an international accounting and professional services firm, serving as a partner of the firm from 1978 until 1987. Mr. Mir has been a director of the Company since January 2002 and is a member of the Nominating and Corporate Governance Committee, the Finance and Audit Committee, and the Special Committee. Mr. Mir is also a director of the Galveston-Houston Archdiocese Council of the Society of St. Vincent de Paul and the Houston A+ Challenge.
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Qualifications, Experience, Key Attributes, and Skills: Mr. Mir has more than 46 years of experience in accounting, finance, and audit from his distinguished tenure at the accounting firms KPMG LLP and MFR. He is an active member of NACD and regularly participates in their professional development conferences. Additionally, Mr. Mir has experience in public relations, government, education, health care and community outreach from his board service on several community-based organizations.
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JOHN MORLOCK, 65, is currently working as a consultant of Guzman Y Gomez, a fast food Mexican Kitchen concept with approximately 150 stores in Australia. His main role is to help provide guidance on operations and future U.S. development (there is currently 1 restaurant in the U.S. in Naperville, Illinois). Mr. Morlock was previously Chief Executive Officer of Hale and Hearty for eighteen months where he helped with the successful selling of the company in June of 2019. Prior to that, he served as the Chief Operating Officer of Sbarro, working with company stores as they were converting to a franchise system. From 2002 to 2015 he served as Chief Operating Officer of Potbelly Sandwich Works as they grew from 16 to 450 stores and was instrumental in its initial public offering in 2013. In 1993, Mr. Morlock became a co-owner of Boston Chicken where he served as Senior Vice President of Operations before going on to be its largest franchisee. Following the start of his career in 1977, Mr. Morlock has also held various positions with Steak and Ale restaurants, Grady’s Goodtimes, the first and largest Blockbuster franchise, and Blockbuster corporate. Mr. Morlock has been an independent director of the Company since July 2019, Chair of the Compensation Committee, and a member of the Special Committee.
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Qualifications, Experience, Key Attributes, and Skills: Mr. Morlock has over 40 years of restaurant and retail management experience and has been involved with companies both on the franchise and franchisee side. Further, he has been directly involved in both start-up and turnaround situations in the public and private sector, and he has been a Chief Operating Officer of a public company as well as having served on 4 privately held board of directors.
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Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Stock
Awards
($)(1)(2)(3)
|
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Option
Awards
($)(4)
|
| |
Non-Equity
Incentive
Plan
Compensation
($)
|
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Non-qualified
Deferred
Compensation
Earnings
|
| |
All Other
Compensation
($)(5)
|
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Total
($)
|
Gerald W. Bodzy
|
| |
$—
|
| |
$160,264
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
$160,264
|
Twila Day
|
| |
3,750
|
| |
102,668
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
106,418
|
Jill Griffin
|
| |
52,000
|
| |
32,234
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
84,234
|
Frank Markantonis
|
| |
—
|
| |
78,743
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
78,743
|
Joe C. McKinney
|
| |
—
|
| |
132,755
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
132,755
|
Gasper Mir, III
|
| |
—
|
| |
118,756
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
118,756
|
John Morlock
|
| |
84,167
|
| |
32,234
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
116,401
|
Christopher J. Pappas
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Randolph C. Read
|
| |
—
|
| |
161,863
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
161,863
|
(1)
|
Amounts shown reflect the aggregate grant date fair value of the restricted stock granted to directors in fiscal 2020, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Share-Based Payment (“FASB ASC Topic 718”). The grant date fair value for each share is based on the average of the high and low stock price of our Common Stock on the date of grant.
|
(2)
|
The grant date fair value of each equity award granted to each director, was as follows:
|
Name
|
| |
1st Quarterly
Grant
October 1,
2019
|
| |
2nd Quarterly
Grant
January 2,
2020
|
| |
Special Grant and
Catch-up Special
Committee Grant
February 5,
2020
|
| |
3rd Quarterly
Grant
April 13,
2020
|
| |
4th Quarterly
Grant
July 1,
2020
|
Gerald W. Bodzy
|
| |
$21,250
|
| |
$21,250
|
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$46,266
|
| |
$32,211
|
| |
$39,287
|
Twila Day
|
| |
12,500
|
| |
16,251
|
| |
29,329
|
| |
20,816
|
| |
23,772
|
Jill Griffin
|
| |
3,751
|
| |
3,750
|
| |
17,231
|
| |
3,749
|
| |
3,753
|
Frank Markantonis
|
| |
18,750
|
| |
14,250
|
| |
17,231
|
| |
14,248
|
| |
14,264
|
Joe C. McKinney
|
| |
19,749
|
| |
22,249
|
| |
31,749
|
| |
27,729
|
| |
31,279
|
Gasper Mir, III
|
| |
16,251
|
| |
18,750
|
| |
31,749
|
| |
24,230
|
| |
27,776
|
John Morlock
|
| |
3,751
|
| |
3,750
|
| |
17,231
|
| |
3,749
|
| |
3,753
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Christopher J. Pappas
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Randolph C. Read
|
| |
18,750
|
| |
18,750
|
| |
52,071
|
| |
31,904
|
| |
40,388
|
(3)
|
As of August 26, 2020, each non-employee director held the following outstanding shares of restricted stock: Mr. Bodzy, 200,069 shares; Ms. Day, 100,806 shares; Ms. Griffin, 43,416 shares; Mr. Markantonis, 141,789 shares; Mr. McKinney, 164,332 shares; Mr. Mir, 160,830 shares; Mr. Morlock, 18,998 shares; and Mr. Read 113,692 shares.
|
(4)
|
As of August 26, 2020, none of our non-employee directors held outstanding stock options.
|
(5)
|
Perquisites and other personal benefits that did not exceed $10,000 in the aggregate for any non-employee director have been excluded.
|
|
| |
2020
|
| |
2019
|
|
| |
(in thousands)
|
|||
Audit Fees
|
| |
$505
|
| |
$483
|
Audit-Related Fees
|
| |
—
|
| |
—
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total
|
| |
$505
|
| |
$483
|
•
|
the close of business on the tenth day after the first date (the “stock acquisition date”) of public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right or obligation to acquire, beneficial ownership of 10% or more of the outstanding shares of common stock, including in the form of synthetic ownership through derivative positions, (any such person or group of affiliated or associated persons being referred to herein as an “acquiring person”); and
|
•
|
the close of business on the tenth business day, or a later date if determined by the Board prior to such time as any person or group becomes an acquiring person, following the commencement of a tender offer or exchange offer which, if consummated, would result in a person or group becoming an acquiring person.
|
•
|
the Company;
|
•
|
any subsidiary of the Company;
|
•
|
any employee benefit plan of the Company or of any subsidiary of the Company;
|
•
|
any person organized, appointed or established by the Company for or pursuant to the terms of any such plan; or
|
•
|
any person who or which, as of immediately prior to the first public announcement of the adoption of the Rights Agreement, beneficially owned 10% or more of the outstanding shares of common stock, including in the form of synthetic ownership through derivative positions. Notwithstanding the foregoing, such person would be an “acquiring person” if such person, at any time after the first public announcement of the adoption of the Rights Agreement, beneficially owns any shares of common stock (with certain exceptions) in addition to the shares of common stock beneficially owned by such person as of immediately prior to the first public announcement of the adoption of the Rights Agreement.
|
•
|
the Company consolidates with or merges with and into any other entity and the Company is not the continuing or surviving corporation;
|
•
|
any entity engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the continuing or surviving corporation and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of common stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or
|
•
|
the Company sells or otherwise transfers, in one transaction or a series of related transactions, more than 50% of the assets, cash flow or earning power of the Company and its subsidiaries, taken as a whole, each holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.
|
•
|
in the event of a stock dividend on, or a subdivision, combination or reclassification of, common stock;
|
•
|
if holders of common stock are granted certain rights, options or warrants to subscribe for common stock or convertible securities at less than the current market price of common stock; or
|
•
|
upon the distribution to holders of common stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).
|
•
|
a separate independent chairman and CEO;
|
•
|
a large majority of independent directors; and
|
•
|
regular executive session meetings of non-management directors.
|
•
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
•
|
full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;
|
•
|
compliance with all securities laws and other laws, rules and regulations applicable to the Company and the operation of its business;
|
•
|
the prompt internal reporting to an appropriate person or persons identified in the Senior Officers’ Code of violations of the Senior Officers’ Code; and
|
•
|
accountability for adherence to the Senior Officers’ Code.
|
Name
|
| |
Served as
Officer Since
|
| |
Positions with Luby’s, Inc.
|
John Garilli
|
| |
2021
|
| |
Interim President and CEO (since February 2021).
|
|
| |
|
| |
|
Benjamin T. Coutee
|
| |
2007
|
| |
Chief Operating Officer (since October 2018); Senior Vice President of Operations (2011 to 2018); Division Vice President, Culinary Services (2007 to 2011)
|
|
| |
|
| |
|
Steve Goodweather
|
| |
2009
|
| |
Chief Financial Officer and Treasurer (since April 2020); Vice President of Financial Planning and Analysis (2009 to 2020)
|
|
| |
|
| |
|
Philip Rider
|
| |
2019
|
| |
Chief Accounting Officer and Controller (since April 2020); Vice President Accounting and SEC Reporting (October 2019 to April 2020)
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Stock
awards(1)
|
| |
Option
awards(2)
|
| |
Non-Equity
Incentive
Plan
Compensation
|
| |
Nonqualified
Deferred
Compensation
Earnings
|
| |
All Other
Compensation(3)
|
| |
Total
|
Benjamin T. Coutee
Chief Operating Officer(5)
|
| |
2020
|
| |
263,952
|
| |
—
|
| |
32,850
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
296,802
|
|
2019
|
| |
283,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
283,000
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Steven B. Goodweather
Chief Financial Officer
and Treasurer(7)
|
| |
2020
|
| |
178,798
|
| |
—
|
| |
26,280
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
205,078
|
|
2019
|
| |
175,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
175,000
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Philip J. Rider
Chief Accounting Officer
and Controller(8)
|
| |
2020
|
| |
160,048
|
| |
—
|
| |
36,333
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
196,381
|
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
K. Scott Gray
Former Senior Vice President and
Chief Financial Officer(6)
|
| |
2020
|
| |
283,314
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
283,314
|
|
2019
|
| |
342,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
342,000
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Christopher J. Pappas
Former President and
Chief Executive Officer(4)
|
| |
2020
|
| |
1
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1
|
|
2019
|
| |
9,615
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,615
|
(1)
|
There were no “Stock Awards” granted to Named Executive Officers in the fiscal year ended August 28, 2019. The amounts shown in the “Stock Awards” column reflect the full aggregate grant date fair value of stock-based awards granted during fiscal year end August 26, 2020, computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, as required by SEC rules, and do not reflect the actual value that may be recognized by each Named Executive Officer. For assumptions made in the valuation of the awards in this column, see Note 18, Share-Based Compensation, to our audited financial statements included in Item 8. of our Annual Report on Form 10-K for the year ended August 26, 2020. For a description of the retention awards, which are subject to vesting requirements, shown in the “Stock Awards” column, related to the Bonus Opportunity Agreement, see Item 11, Executive Compensation, “Bonus Opportunity Agreement” of our Annual Report on Form 10-K for the year ended August 26, 2020.
|
(2)
|
There were no “Option Awards” granted in the fiscal years ended August 26, 2020 and August 28, 2019.
|
(3)
|
Perquisites and other personal benefits that did not exceed $10,000 in the aggregate for any Named Executive Officer have been excluded.
|
(4)
|
Mr. Pappas’ employment with the Company terminated on January 27, 2021.
|
(5)
|
Mr. Coutee's annual base salary was increased to $300,000, effective July 2, 2020.
|
(6)
|
Mr. Gray's employment with the Company was terminated on April 3, 2020. On April 24, 2020, Mr. Gray and the Company entered into a Final Separation Agreement and Release pursuant to which Mr. Gray is entitled to receive, in addition to other payments, severance pay in an amount equal to $105,231 payable in equal bi-weekly installments over a period of 26 weeks following April 4, 2020.
|
(7)
|
Mr. Goodweather was appointed Chief Financial Officer and Treasurer of the Company, effective April 4, 2020, and his annual base salary was increased to $215,000.
|
(8)
|
Mr. Rider was appointed Chief Accounting Officer and Controller of the Company, effective April 4, 2020, and his annual base salary was increased to $205,000.
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||||||||
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(5)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
|
||
Benjamin T. Coutee
Chief Operating Officer
|
| |
8,000
|
| |
N/A
|
| |
N/A
|
| |
5.34
|
| |
4/20/2021
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
4,664
|
| |
N/A
|
| |
N/A
|
| |
4.42
|
| |
11/15/2021
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
81,967
|
| |
N/A
|
| |
N/A
|
| |
4.49
|
| |
1/23/2025
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
26,042
|
| |
N/A
|
| |
N/A
|
| |
4.89
|
| |
11/11/2025
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
21,174
|
| |
N/A
|
| |
N/A
|
| |
4.26
|
| |
11/30/2026
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
35,857
|
| |
11,952(1)
|
| |
N/A
|
| |
2.82
|
| |
11/30/2027
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
17,730(2)
|
| |
19,503
|
| |
N/A
|
| |
N/A
|
||
|
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
30,000(4)
|
| |
33,000
|
| |
N/A
|
| |
N/A
|
||
Steven B. Goodweather
Chief Financial Officer and Treasurer
|
| |
11,816
|
| |
N/A
|
| |
N/A
|
| |
4.49
|
| |
1/23/2025
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
7,426
|
| |
N/A
|
| |
N/A
|
| |
4.89
|
| |
11/11/2025
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
8,187
|
| |
N/A
|
| |
N/A
|
| |
4.26
|
| |
11/30/2026
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
10,399
|
| |
3,466(1)
|
| |
N/A
|
| |
2.82
|
| |
11/30/2027
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
5,142(2)
|
| |
5,656
|
| |
N/A
|
| |
N/A
|
||
|
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
24,000(3)
|
| |
26,400
|
| |
N/A
|
| |
N/A
|
||
Philip J. Rider
Chief Accounting Officer and Controller
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
5,236(4)
|
| |
5,760
|
| |
N/A
|
| |
N/A
|
|
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
24,000(3)
|
| |
26,400
|
| |
N/A
|
| |
N/A
|
||
Christopher J. Pappas
Former President and Chief Executive Officer(6)
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
K. Scott Gray
Former Senior Vice President and Chief Financial Officer(7)
|
| |
10,531
|
| |
N/A
|
| |
N/A
|
| |
5.39
|
| |
11/18/2020
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
6,929
|
| |
N/A
|
| |
N/A
|
| |
4.42
|
| |
11/15/2021
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
17,150
|
| |
N/A
|
| |
N/A
|
| |
5.95
|
| |
11/15/2022
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
95,628
|
| |
N/A
|
| |
N/A
|
| |
4.49
|
| |
1/23/2025
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
45,573
|
| |
N/A
|
| |
N/A
|
| |
4.89
|
| |
11/11/2025
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
49,406
|
| |
N/A
|
| |
N/A
|
| |
4.26
|
| |
11/30/2026
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
||
|
83,666
|
| |
N/A
|
| |
N/A
|
| |
2.82
|
| |
11/30/2027
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
(1)
|
This option vests 50% on the first anniversary of the grant date, November 30, 2017, 25% on each of the next two anniversaries.
|
(2)
|
This award of restricted stock units vests on the third anniversary date of the grant date, December 8, 2017.
|
(3)
|
This award of restricted stock units was made under the bonus opportunity agreement and one-third of the restricted shares is earned upon the closing of a sale of each of the following assets of the Company or its subsidiaries: the Culinary Contract Services business line, the Fuddruckers business line, and 30 or more of the Company's Luby's Cafeterias.
|
(4)
|
The award of restricted stock vests on the third anniversary date of the grant date, October 3, 2019.
|
(5)
|
Market value based on closing price of $1.10 per share of Common Stock on August 26, 2020.
|
(6)
|
Mr. Pappas’ employment with the Company terminated on January 27, 2021.
|
(7)
|
Mr. Gray's employment with the Company was terminated on April 3, 2020.
|
|
| |
LUBY’S, INC.
|
|||
|
| |
|
| |
|
|
| |
/s/ JOHN GARILLI
|
|||
|
| |
John Garilli
Interim President and Chief Executive Officer
|
1 Year Lubys Chart |
1 Month Lubys Chart |
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