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Share Name | Share Symbol | Market | Type |
---|---|---|---|
HHGREGG Inc (CE) | USOTC:HGGGQ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0012 | 0.00 | 01:00:00 |
¨
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Preliminary Proxy Statement
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ý
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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 Pursuant to §240.14a-12
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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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ý
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No fee required.
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¨
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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 the 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 the transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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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 a Board of nine directors;
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By Order of the Board of Directors,
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/s/ Robert J. Riesbeck
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Robert J. Riesbeck
Interim President and Chief Executive Officer and Chief Financial Officer
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Page
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GENERAL INFORMATION
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PROPOSAL NO. 1 – ELECTION OF DIRECTORS
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NOMINEES FOR ELECTION TO OUR BOARD
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CORPORATE GOVERNANCE MATTERS AND COMMITTEES OF THE BOARD OF DIRECTORS
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
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NON-DIRECTOR EXECUTIVE OFFICERS
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COMPENSATION COMMITTEE REPORT
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COMPENSATION DISCUSSION AND ANALYSIS
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EXECUTIVE COMPENSATION
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2016 SUMMARY COMPENSATION TABLE
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2016 GRANTS OF PLAN-BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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2016 OPTION EXERCISES AND STOCK VESTED
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2016 NON-QUALIFIED DEFERRED COMPENSATION
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EMPLOYMENT AGREEMENTS
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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2016 DIRECTOR COMPENSATION
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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STOCKHOLDER PROPOSALS
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OTHER MATTERS
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Committee Name
and Members
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Committee Functions
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Number of
Meetings in
Fiscal 2016
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Audit
Carmichael
(1)
Langham
Zink
(2)
|
•
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Oversees the integrity of our financial statements;
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4
|
•
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Oversees our compliance with legal and regulatory requirements;
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•
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Evaluates the independent auditors’ qualifications, performance and independence; and
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•
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Reviews the performance of our internal audit function.
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||
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Compensation
Castellani
(1)
Bettinelli
Starrett
Zink
(2)
|
•
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Evaluate and recommend for approval by the Board compensation for selected senior executive officers of hhgregg;
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5
|
•
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Set the compensation of the CEO and review his performance against set goals;
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•
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Administer our equity compensation plans;
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•
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Evaluate and review the structure of compensation and benefits for directors, officers and employees, including setting pre-tax earnings goals and approving the payment of annual incentive awards under our incentive compensation plans; and
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|
|
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•
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Establish and communicate to the Board and to management our general compensation philosophy, as well as considerations for determining compensation for executive officers.
|
|
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|
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Nominating and
Corporate Governance
Langham
(1)
Carmichael
Roth
|
•
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Identify and recommend to the Board individuals to fill vacant Board positions and/or nominees for election as directors at the annual meeting of stockholders;
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3
|
•
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Review the structure, independence and composition of the Board and its Committees and the Committee charters and make recommendations to the Board;
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|
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•
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Evaluate the performance of the Board and Committees and report findings to the Board;
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|
|
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•
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Nominate for Board approval the Chairperson, and make recommendations to the Board regarding his or her respective roles;
|
|
|
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•
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Review and make recommendations for amendments to our Code of Business Conduct and Ethics;
|
|
|
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•
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Recommend to the Board and oversee the implementation of sound corporate governance principles and practices; and
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•
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Develop and recommend to the Board procedures for a stockholder to send communications to the Board.
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Real Estate
Starrett
(1)
Castellani
Tierney
|
•
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Review, evaluate and approve new real estate locations as proposed and requested by the Company’s management; and
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2
|
•
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Review and evaluate store and market performance and assist the Company’s management in real estate related decisions.
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|
|
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||
Executive
Langham
(1)
Geiger
Roth
|
•
|
Make decisions and evaluate issues referred to the executive committee by the Board or the Chairperson of the Board; and
|
|
—
|
•
|
Act with full authority on behalf of the full Board between meetings.
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|
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(1)
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Chairperson of the Committee.
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(2)
|
Mr. Zink is not on the slate for the Board of Directors, and therefore will not be member of any committees. Kenneth J. Kocher will be added to the Audit Committee and Compensation Committee.
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Name
|
|
Age
|
|
Position with our Company
|
|
Robert J. Riesbeck
|
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52
|
|
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Interim President and Chief Executive Officer and Chief Financial Officer
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Keith M. Zimmerman
|
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57
|
|
|
Chief Merchandising Officer
|
Samuel J. Johnson
|
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49
|
|
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Senior Vice President, Store Operations
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Jeffrey D. Pearson
|
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47
|
|
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Senior Vice President, Marketing, ECommerce & Strategy
|
•
|
Robert J. Riesbeck, Interim President and Chief Executive Officer and Chief Financial Officer
|
•
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Keith M. Zimmerman, Chief Merchandising Officer
|
•
|
Samuel J. Johnson
,
Senior Vice President Store Operations
|
•
|
Jeffrey D. Pearson
,
Senior Vice President Marketing, ECommerce & Strategy
|
•
|
Dennis L. May
,
Former President and Chief Executive Officer*
|
•
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Charles B. Young, Former Chief Human Resources Officer*
|
•
|
Trent E. Taylor, Former Chief Information Officer*
|
•
|
Compensation Philosophy, Objectives and Process.
A discussion of our compensation philosophy, the objectives of our compensation programs and policies, and the process we use to determine executive compensation.
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•
|
Key Elements of Compensation.
A discussion and analysis of certain key compensation elements in our compensation program including base pay, incentives, equity and perquisites.
|
•
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Other Compensation Matters.
A discussion of programs and policies that is generally applicable to the named executive officers including executive severance, health and welfare benefits, and other perquisites.
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Abercrombie & Fitch
|
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Deckers Outdoor
|
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Movado Group
|
Aeropostale
|
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Destination Maternity
|
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Perry Ellis International
|
Aeropostale, Inc - GoJane
|
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DSW
|
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Pier 1 Imports
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Andersons, The (Retail)
|
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Express
|
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Rent-A-Center
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Ascena Retail Group
|
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Finish Line
|
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Stage Stores
|
Bon-Ton Stores
|
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Fossil
|
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Tiffany & Co.
|
Burberry
|
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Gordman Stores
|
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Ulta Inc
|
Carter's
|
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Kate Spade & Company
|
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Urban Outfitters
|
Chico's
|
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Lands’ End
|
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Vera Bradley Designs
|
Children's Place
|
|
La-Z-Boy
|
|
Williams Sonoma
|
Coach
|
|
Michaels Stores
|
|
Zumiez
|
Bassett Furniture
|
|
Ethan Allen Interiors
|
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Mattress Firm Holdings
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Bon-Ton
|
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Haverty Furniture
|
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Pier 1 Imports
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Cabela’s
|
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La-Z-Boy
|
|
|
Conn’s
|
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Lumber Liquidators
|
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Pay Element
|
|
Objective
|
|
Key Features
|
Base Salary
|
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To attract and retain leadership talent and to provide a competitive base of compensation that recognizes the executive’s skills, experience and responsibilities in the position.
|
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Provide a fixed level of cash compensation for executives’ performance of day-to-day responsibilities.
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||
Annual Incentive Awards
|
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To provide executives with a clear financial incentive based on achievement of critical short-term financial and operating goals and strategic initiatives.
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Annual cash payout based on achievement of performance targets over the fiscal year.
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|
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||
Long-Term Incentive Awards
|
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To align significant portions of executive compensation to our long-term performance as measured by objectives and performance targets.
This component serves to promote an ownership culture, as well as motivate and retain executive talent.
|
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Annual grants of stock options, and/or restricted stock unit awards with time-based and/or performance-based vesting.
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|
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||
Health, Retirement and Other Benefits
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To provide reasonable, market comparable benefits intended to attract and retain high performing executives.
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Named executive officers participate in health and welfare, retirement and time-off benefit plans that are generally available to all eligible employees. In addition, we contribute to the 401(k) Plan and provide group term life insurance.
No additional perquisites are routinely offered to executives.
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|
Adjusted EBITDA
|
|
% Payout of Target Annual Incentive
|
|||
Threshold
|
$
|
7.1
|
million
|
|
25
|
%
|
Target
|
$
|
20.8
|
million
|
|
100
|
%
|
Maximum
|
$
|
27.3
|
million
|
|
150
|
%
|
Executive
|
|
Stock Options
|
|
RSU's
|
||
Dennis L. May
|
|
29,400
|
|
|
29,400
|
|
Robert J. Riesbeck
|
|
13,333
|
|
|
13,333
|
|
Charles B. Young
|
|
10,080
|
|
|
10,080
|
|
Trent E. Taylor
|
|
10,080
|
|
|
10,080
|
|
Keith M. Zimmerman
|
|
10,080
|
|
|
10,080
|
|
Samuel J. Johnson
|
|
8,333
|
|
|
8,333
|
|
Jeffrey D. Pearson
|
|
6,720
|
|
|
6,720
|
|
Total
|
|
88,026
|
|
|
88,026
|
|
•
|
Our compensation program includes a blend of both fixed and variable, at-risk compensation.
|
•
|
The annual incentive and long term incentive plan are designed to reward both short-term and long-term results. This design mitigates an incentive for short-term risk taking that would be detrimental to our long-term interests.
|
•
|
Maximum annual incentive plan award payouts are capped at 150% of target for named executive officers and other senior vice presidents and 120% of target for other executives. These limits are market based, conservative and mitigate excessive risk taking, since the maximum awards are limited under our plan.
|
•
|
A percentage of executive officer incentive compensation is based on our overall performance. This limits any actions that would maximize the performance of our departments, at the detriment of another.
|
•
|
While our executive officers are not subject to stock ownership guidelines, they collectively hold 2.0% of our outstanding shares of common stock as of
May 31, 2016
. We believe their long-term stake in the Company ensures that they consider the interests of the Company and the stockholders and discourages excessive risk taking that could negatively impact the price of our common stock.
|
•
|
Our incentive compensation programs are designed with payout curves that are relatively smooth, and do not contain any “cliffs” that might encourage executives to adopt risk in order to exceed the next payout hurdle.
|
•
|
All equity awards are subject to either timed-based and/or performance-based vesting, and typically vest over a three-year period. Consequently, because the vesting of these awards is fixed and non-discretionary, the awards promote an employee’s long-term commitment to us and are not predicated on or influenced by an individual’s excessive risk taking. Rather, the value of the award is tied to our stock price or performance.
|
Name and Principal Position
|
|
Fiscal
Year |
|
Salary
($) |
|
Bonus
($) (1) |
|
Stock
Awards ($) (2) |
|
Option
Awards ($) (3) |
|
Non-Equity
Incentive Plan Compensation ($) (4) |
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
(5)
|
|
All other
Compensation ($) (11) |
|
Total
($) |
||||||||||||||||
Dennis L. May
(8)
|
|
2016
|
|
$
|
657,200
|
|
(8)
|
$
|
—
|
|
|
$
|
112,602
|
|
|
$
|
54,523
|
|
|
$
|
198,803
|
|
|
$
|
14,535
|
|
|
$
|
102,311
|
|
|
$
|
1,139,974
|
|
Former President and Chief Executive Officer
|
|
2015
|
|
$
|
657,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
380,355
|
|
|
$
|
—
|
|
|
$
|
16,430
|
|
|
$
|
11,282
|
|
|
$
|
1,065,267
|
|
|
2014
|
|
$
|
657,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
827,566
|
|
(6)
|
$
|
—
|
|
|
$
|
11,375
|
|
|
$
|
11,488
|
|
|
$
|
1,507,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Robert J. Riesbeck
|
|
2016
|
|
$
|
434,131
|
|
|
$
|
—
|
|
|
$
|
51,065
|
|
|
$
|
24,727
|
|
|
$
|
214,500
|
|
|
$
|
6,178
|
|
|
$
|
8,704
|
|
|
$
|
739,305
|
|
Interim President and Chief Executive Officer & Chief Financial Officer
|
|
2015
|
|
$
|
215,385
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
306,096
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
258,632
|
|
|
$
|
880,113
|
|
|
Charles B. Young
(9)
|
|
2016
|
|
$
|
300,571
|
|
|
$
|
—
|
|
|
$
|
38,606
|
|
|
$
|
18,694
|
|
|
$
|
84,533
|
|
|
$
|
4,685
|
|
|
$
|
9,891
|
|
|
$
|
456,980
|
|
Former Chief Human Resources Officer
|
|
2015
|
|
$
|
274,363
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,407
|
|
|
$
|
—
|
|
|
$
|
4,102
|
|
|
$
|
9,247
|
|
|
$
|
418,119
|
|
|
2014
|
|
$
|
260,820
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
294,335
|
|
(7)
|
$
|
—
|
|
|
$
|
2,708
|
|
|
$
|
8,259
|
|
|
$
|
566,122
|
|
|
Trent E. Taylor
(10)
|
|
2016
|
|
$
|
302,347
|
|
(10)
|
$
|
—
|
|
|
$
|
38,606
|
|
|
$
|
18,694
|
|
|
$
|
—
|
|
|
$
|
1,512
|
|
|
$
|
49,003
|
|
|
$
|
410,162
|
|
Former Chief Information Officer
|
|
2015
|
|
$
|
285,994
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,407
|
|
|
$
|
—
|
|
|
1,426
|
|
|
$
|
10,479
|
|
|
$
|
428,306
|
|
|
Keith M. Zimmerman
|
|
2016
|
|
$
|
352,674
|
|
|
$
|
—
|
|
|
$
|
38,606
|
|
|
$
|
18,694
|
|
|
$
|
99,792
|
|
|
$
|
2,077
|
|
|
$
|
71,098
|
|
|
$
|
582,941
|
|
Chief Merchandising Officer
|
|
2015
|
|
$
|
75,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
222,253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,327
|
|
|
$
|
319,580
|
|
Samuel J. Johnson
|
|
2016
|
|
$
|
290,441
|
|
|
$
|
10,000
|
|
|
$
|
31,915
|
|
|
$
|
15,454
|
|
|
$
|
64,506
|
|
|
$
|
2,254
|
|
|
$
|
19,796
|
|
|
$
|
386,997
|
|
Senior Vice President, Store Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Jeffrey D. Pearson
|
|
2016
|
|
$
|
220,954
|
|
|
$
|
—
|
|
|
$
|
25,738
|
|
|
$
|
12,462
|
|
|
$
|
128,138
|
|
|
$
|
1,658
|
|
|
$
|
10,265
|
|
|
$
|
361,015
|
|
Senior Vice President, Marketing, ECommerce & Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In connection with his assumed responsibility of the Call Center and Service Department and interim leadership role over Logistics, in fiscal 2016, Mr. Johnson was entitled to receive a one-time bonus of $10,000. In fiscal 2015, Mr. Riesbeck was entitled to a sign-on bonus of $100,000 upon his acceptance of employment. The amount was repayable in full upon separation from the Company within 18 months of acceptance of the job offer.
|
(2)
|
In fiscal 2016, our named executive officers received time-based RSUs under our Equity Incentive Plan. This amount represents the aggregate grant date fair value of all stock-based awards, calculated in accordance with FASB ASC Topic 718, granted during fiscal 2016 and disregarding any estimates of forfeitures related to service-based vesting conditions. For time-based RSUs, fair value is based on the closing price of our common stock on the NYSE on the date of grant.
|
(3)
|
These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, and do not correspond to the actual value that will be realized by the named executive officers. Please refer to footnote 7 of the notes to the consolidated financial statements included in our Form 10-K for fiscal
2016
filed with the SEC on
May 19, 2016
for a discussion of the relevant assumptions to determine the option award value at the grant date. The decrease in the value of stock options granted during fiscal 2016 compared to fiscal 2015 is primarily due to the fact that the Company granted time-based RSUs during fiscal 2016 at a 1:1 ratio of stock options and the number of stock options granted in the current year were lower than the number of stock options granted in prior year, coupled with a decrease in the estimated fair value of the options at their grant date, which averaged $4.20 for fiscal 2015 and $1.85 for fiscal 2016.
|
(4)
|
This amount includes amounts earned for annual incentive awards. All executives participate have annual incentive awards. For fiscal
2016
, there were earnings awarded for our executive officers under the annual incentive awards. Please refer to the “
2016
Grants of Plan-Based Awards” table and “Compensation Discussion and Analysis” for more information. Messrs May and Taylor were separated from the Company prior to the end of fiscal 2016, therefore, Mr. Taylor did not receive an annual incentive award and Mr. May received a pro-rated portion of his annual incentive award per the terms of his employment agreement. During fiscal 2015 and fiscal 2014, the amounts earned for the annual incentive award was 0%.
|
(5)
|
This amount represents the vested amount of the Company's contribution to each respective executive's account under the Non-Qualified Deferred Compensation Plan. The Company contributes Employer Discretionary Credits to executive's accounts in the form of an employer match. Executives may defer a maximum of 80% of their base salary and 100% of their performance based compensation, and for fiscal
2016
, 2015 and 2014, the Company matched 25% on the first 10% of the executive's contribution. Please refer to the “
2016
Non-Qualified Deferred Compensation” table for more information. In fiscal 2016, Messrs. Riesbeck and Zimmerman are vested at 0% for company match contributions and therefore the amount shown is unvested. All other named executive officers are fully vested.
|
(6)
|
Reflects $642,101 in options granted for fiscal 2014 and $185,465 in exchanged options.
|
(7)
|
Reflects $220,149 in options granted for fiscal 2014 and $74,186 in exchanged options.
|
(8)
|
Mr. May's employment with our company terminated on February 16, 2016. In fiscal 2016, Mr. May received $70,095 in severance base pay and $580,105 in regular base pay.
|
(9)
|
Mr. Young's employment with our company terminated on June 23, 2016.
|
(10)
|
Mr. Taylor's employment with our our company terminated on March 23, 2016. In fiscal 2016, Mr. Taylor received $5,864 in severance base pay and $296,483 in regular base pay.
|
(11)
|
The following chart is a summary of the items that are included in the “All Other Compensation” totals:
|
|
|
Fiscal
Year
|
|
Company
Contributions
to 401(k) Plan
(f)
|
|
Other
(a)
|
|
Total
|
||||||
Dennis L. May
|
|
2016
|
|
$
|
3,742
|
|
|
$
|
98,569
|
|
(b)
|
$
|
102,311
|
|
|
|
2015
|
|
$
|
4,375
|
|
|
$
|
6,907
|
|
|
$
|
11,282
|
|
|
|
2014
|
|
$
|
4,303
|
|
|
$
|
7,185
|
|
|
$
|
11,488
|
|
|
|
|
|
|
|
|
|
|
||||||
Robert J. Riesbeck
|
|
2016
|
|
$
|
2,376
|
|
|
$
|
6,328
|
|
|
$
|
8,704
|
|
|
|
2015
|
|
$
|
—
|
|
|
$
|
258,632
|
|
(c)
|
$
|
258,632
|
|
|
|
|
|
|
|
|
|
|
||||||
Charles B. Young
|
|
2016
|
|
$
|
3,758
|
|
|
$
|
6,133
|
|
|
$
|
9,891
|
|
|
|
2015
|
|
$
|
3,426
|
|
|
$
|
5,821
|
|
|
$
|
9,247
|
|
|
|
2014
|
|
$
|
3,357
|
|
|
$
|
4,902
|
|
|
$
|
8,259
|
|
|
|
|
|
|
|
|
|
|
||||||
Trent E. Taylor
|
|
2016
|
|
$
|
1,512
|
|
|
$
|
47,491
|
|
(d)
|
$
|
49,003
|
|
|
|
2015
|
|
$
|
1,429
|
|
|
$
|
9,046
|
|
|
$
|
10,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Keith M. Zimmerman
|
|
2016
|
|
$
|
1,247
|
|
|
$
|
70,247
|
|
(e)
|
$
|
71,494
|
|
|
|
2015
|
|
$
|
—
|
|
|
$
|
21,191
|
|
(e)
|
$
|
21,191
|
|
|
|
|
|
|
|
|
|
|
||||||
Samuel J. Johnson
|
|
2016
|
|
$
|
3,348
|
|
|
$
|
16,448
|
|
|
$
|
19,796
|
|
|
|
|
|
|
|
|
|
|
||||||
Jeffrey D. Pearson
|
|
2016
|
|
$
|
1,211
|
|
|
$
|
9,054
|
|
|
$
|
10,265
|
|
(a)
|
Represents amounts paid for life insurance premiums and executive health premiums and car allowance (if applicable).
|
(b)
|
"Other” amount also includes a severance payment for Mr. May in the amount of $70,358 and $20,853 he received upon separation from the company for vacation time earned but not taken.
|
(c)
|
"Other" amount also includes relocation expense reimbursement for Mr. Riesbeck in the amount of $255,456.
|
(d)
|
"Other" amount also includes a severance payment for Mr. Taylor in the amount of $31,792 and $6,158 he received upon separation from the company for vacation time earned but not taken.
|
(e)
|
"Other" amount also includes relocation expense reimbursement for Mr. Zimmerman in the amount of $69,851 and $21,191 for fiscal 2016 and fiscal 2015, respectively.
|
(f)
|
In fiscal 2016, Messrs. Riesbeck and Zimmerman are vested at 0% for company match contributions and this amount represents their unvested contributions. All other named executive officers are fully vested.
|
Name
|
|
Grant
Date
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
|
|
All Other Stock Awards: Number of Shares of Stock (#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
|
|
Exercise or
Base Price of
Option
Awards
($/share)
|
|
Grant
Date
Fair Value
of Stock
Awards and Options
|
|
||||||||||||||||
|
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dennis L. May
|
|
|
|
|
$
|
164,300
|
|
(1)
|
|
$
|
657,200
|
|
(1)
|
|
$
|
985,800
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
||||
Former President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
29,400
|
|
(2)
|
|
|
|
|
|
$
|
112,602
|
|
(4)
|
|||||||||
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,400
|
|
(3)
|
|
$3.83
|
|
$
|
54,523
|
|
(4)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Robert J. Riesbeck
|
|
|
|
|
$
|
162,500
|
|
(1)
|
|
$
|
650,000
|
|
(1)
|
|
$
|
975,000
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
||||
Interim President and Chief Executive Officer & Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
|
(2)
|
|
|
|
|
|
$
|
51,065
|
|
(4)
|
||||||||
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
|
(3)
|
|
$3.83
|
|
$
|
24,727
|
|
(4)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Charles B. Young
|
|
|
|
|
$
|
64,040
|
|
(1)
|
|
$
|
256,160
|
|
(1)
|
|
$
|
384,240
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
||||
Former Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(2)
|
|
|
|
|
|
$
|
38,606
|
|
(4)
|
|||||||||
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(3)
|
|
$3.83
|
|
$
|
18,694
|
|
(4)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trent E. Taylor
(10)
|
|
|
|
|
$
|
64,040
|
|
(1)
|
|
$
|
256,160
|
|
(1)
|
|
$
|
384,240
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
||||
Former Chief Information Officer
|
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(2)
|
|
|
|
|
|
$
|
38,606
|
|
(4)
|
|||||||
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(3)
|
|
$3.83
|
|
$
|
18,694
|
|
(4)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Keith M. Zimmerman
|
|
|
|
|
$
|
75,600
|
|
(1)
|
|
$
|
302,400
|
|
(1)
|
|
$
|
453,600
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
||||
Chief Merchandising Officer
|
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(2)
|
|
|
|
|
|
$
|
38,606
|
|
(4)
|
|||||||
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(3)
|
|
$3.83
|
|
$
|
18,694
|
|
(4)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Samuel J. Johnson
|
|
|
|
|
48,868
|
|
(1)
|
|
195,471
|
|
(1)
|
|
293,207
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Vice President, Store Operations
|
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
(2)
|
|
|
|
|
|
$
|
31,915
|
|
(4)
|
|||||||
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
(3)
|
|
$3.83
|
|
$
|
15,454
|
|
(4)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Jeffrey D. Pearson
|
|
|
|
|
55,526
|
|
(1)
|
|
170,850
|
|
(1)
|
|
266,376
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Vice President, Marketing, ECommerce & Strategy
|
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
6,720
|
|
(2)
|
|
|
|
|
|
$
|
25,738
|
|
(4)
|
|||||||
|
5/26/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,720
|
|
(3)
|
|
$3.83
|
|
$
|
12,462
|
|
(4)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
All executives participated and had an annual incentive award. The “Threshold” amount represents the amounts that would be paid to the named executive officer if our performance meets a minimum level of adjusted EBITDA. If this minimum level of adjusted EBITDA is not achieved, the named executive officer receives no annual incentive award. The “Target” amount represents the amounts that would be paid to the named executive officers if our performance meets the target level of adjusted EBITDA as more fully described in the “Compensation Discussion and Analysis” section. The “Maximum” amounts represent the amounts that would have been paid if our performance exceeded the adjusted EBITDA target by a certain amount. Earned annual incentive awards are paid out in the first quarter of the subsequent fiscal year. In fiscal 2016 we did achieve a positive adjusted EBITDA and, as such, an award of 33% of bonus target was paid. Mr. Pearson's annual incentive award was not tied to adjusted EBITDA, but rather 100% to cost reduction and revenue initiatives. Mr. Pearson did achieve positive results for fiscal 2016 and an award of 75% of target was paid.
|
(2)
|
The time vested RSUs were granted pursuant to the hhgregg, Inc. 2007 Equity Incentive Plan. The RSUs vest in equal amounts over a three-year period beginning on the first anniversary date of grant. Upon vesting, the RSUs will be converted into shares of common stock.
|
(3)
|
The options were granted pursuant to the hhgregg, Inc. 2007 Equity Incentive Plan. The shares subject to the option vest in equal installments over three years commencing on the first anniversary of the date of grant. The option has a seven-year term from the date of grant, subject to earlier expiration if the executive’s employment terminates.
|
(4)
|
Represents the aggregate grant date fair value in accordance with FASB ASC Topic 718 of RSUs and options granted during fiscal
2016
as of the date of grant under the hhgregg, Inc. 2007 Equity Incentive Plan. Please refer to footnote 7 of the notes to the consolidated financial statements included in our
2016
Annual Report on Form 10-K for discussion of the relevant assumptions to determine the option award value at the grant date. The grant date fair value of the RSUs is calculated by multiplying the total number of RSUs by the closing price of our common stock as quoted on the NYSE on the grant date of the award. The closing price of our common stock on the NYSE on May 26, 2015 was $3.83.
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||||||||
Name
|
|
Number of Securities
Underlying
Unexercised Options
Exercisable (#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
|
|
Option
Exercise
Price ($)
|
|
Option
Grant
Date
(1)
|
|
Option
Expiration
Date
|
|
Number of
Restricted
Stock Units
That Have
Not Vested (#)
|
|
|
Market Value
of Restricted
Stock Units
That Have
Not Vested
($)
|
|
|||||||
Dennis L. May
|
|
100,000
|
|
|
—
|
|
|
$
|
14.67
|
|
|
6/10/2009
|
|
5/16/2016
|
(2)
|
|
|
|
|
|
|||
Former President and Chief Executive Officer
|
|
52,500
|
|
|
—
|
|
|
$
|
14.20
|
|
|
6/2/2011
|
|
5/16/2016
|
(2)
|
|
|
|
|
|
|||
52,500
|
|
|
—
|
|
|
$
|
10.86
|
|
|
5/30/2012
|
|
5/16/2016
|
(2)
|
|
|
|
|
|
|||||
50,000
|
|
|
—
|
|
|
$
|
13.56
|
|
|
5/1/2013
|
(3)
|
5/16/2016
|
(2)
|
|
|
|
|
|
|
||||
|
58,800
|
|
|
—
|
|
|
$
|
14.32
|
|
|
5/28/2013
|
|
5/16/2016
|
(2)
|
|
|
|
|
|
||||
|
|
29,400
|
|
|
—
|
|
|
$
|
9.17
|
|
|
5/28/2014
|
|
5/16/2016
|
(2)
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert J. Riesbeck
|
|
33,334
|
|
|
66,666
|
|
|
$
|
6.46
|
|
|
9/15/2014
|
|
9/15/2021
|
|
|
|
|
|
|
|||
Interim President and Chief Executive Officer & Chief Financial Officer
|
|
—
|
|
|
13,333
|
|
|
$
|
3.83
|
|
|
5/26/2015
|
|
5/26/2022
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
13,333
|
|
(4)
|
|
$
|
28,133
|
|
(5)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charles B. Young
|
|
30,000
|
|
|
—
|
|
|
$
|
14.67
|
|
|
6/10/2009
|
|
6/10/2016
|
(6)
|
|
|
|
|
|
|||
Former Chief Human Resources Officer
|
|
21,000
|
|
|
—
|
|
|
$
|
14.20
|
|
|
6/2/2011
|
|
6/2/2018
|
(6)
|
|
|
|
|
|
|||
|
14,000
|
|
|
—
|
|
|
$
|
10.86
|
|
|
5/30/2012
|
|
5/30/2019
|
(6)
|
|
|
|
|
|
||||
|
20,000
|
|
|
10,000
|
|
|
$
|
13.56
|
|
|
5/1/2013
|
(3)
|
5/1/2020
|
(6)
|
|
|
|
|
|
||||
|
20,160
|
|
|
10,080
|
|
|
$
|
14.32
|
|
|
5/28/2013
|
|
5/28/2020
|
(6)
|
|
|
|
|
|
||||
|
10,080
|
|
|
20,160
|
|
|
$
|
9.17
|
|
|
5/28/2014
|
|
5/28/2021
|
(6)
|
|
|
|
|
|
||||
|
—
|
|
|
10,080
|
|
|
$
|
3.83
|
|
|
5/26/2015
|
|
5/26/2022
|
(6)
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(4)
|
|
$
|
21,269
|
|
(5)
|
||||
Trent E. Taylor
|
|
40,000
|
|
|
—
|
|
|
$
|
11.55
|
|
|
9/13/2011
|
|
6/21/2016
|
(2)
|
|
|
|
|
|
|||
Former Chief Information Officer
|
|
21,000
|
|
|
—
|
|
|
$
|
10.86
|
|
|
5/30/2012
|
|
6/21/2016
|
(2)
|
|
|
|
|
|
|||
|
20,160
|
|
|
—
|
|
|
$
|
14.32
|
|
|
5/28/2013
|
|
6/21/2016
|
(2)
|
|
|
|
|
|
||||
|
10,080
|
|
|
—
|
|
|
$
|
9.17
|
|
|
5/28/2014
|
|
6/21/2016
|
(2)
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Keith M. Zimmerman
|
|
21,667
|
|
|
43,333
|
|
|
$
|
7.25
|
|
|
1/5/2015
|
|
1/5/2022
|
|
|
|
|
|
|
|||
Chief Merchandising Officer
|
|
—
|
|
|
10,080
|
|
|
$
|
3.83
|
|
|
5/26/2015
|
|
5/26/2022
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
10,080
|
|
(4)
|
|
$
|
21,269
|
|
(5)
|
Samuel J. Johnson
|
|
12,500
|
|
|
—
|
|
|
$
|
10.86
|
|
|
5/30/2012
|
|
5/30/2019
|
|
|
|
|
|
|
|||
Senior Vice President Store Operations
|
|
13,440
|
|
|
6,720
|
|
|
$
|
14.32
|
|
|
5/28/2013
|
|
5/28/2020
|
|
|
|
|
|
|
|||
|
22,668
|
|
|
11,332
|
|
|
$
|
13.56
|
|
|
5/1/2013
|
(3)
|
5/1/2020
|
|
|
|
|
|
|
||||
|
|
8,334
|
|
|
16,666
|
|
|
$
|
9.17
|
|
|
5/28/2014
|
|
5/28/2021
|
|
|
|
|
|
|
|||
|
|
—
|
|
|
8,333
|
|
|
$
|
3.83
|
|
|
5/26/2015
|
|
5/26/2022
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
(4)
|
|
$
|
17,583
|
|
(5)
|
||||
Jeffrey D. Pearson
|
|
12,000
|
|
|
—
|
|
|
$
|
14.67
|
|
|
6/10/2009
|
|
6/10/2016
|
|
|
|
|
|
|
|||
Senior Vice President Marketing, ECommerce & Strategy
|
|
7,000
|
|
|
—
|
|
|
$
|
14.20
|
|
|
6/2/2011
|
|
6/2/2018
|
|
|
|
|
|
|
|||
|
4,666
|
|
|
—
|
|
|
$
|
12.75
|
|
|
10/31/2011
|
|
10/31/2018
|
|
|
|
|
|
|
||||
|
9,333
|
|
|
—
|
|
|
$
|
10.86
|
|
|
5/30/2012
|
|
5/30/2019
|
|
|
|
|
|
|
||||
|
|
8,000
|
|
|
4,000
|
|
|
$
|
13.56
|
|
|
5/1/2013
|
(3)
|
5/1/2020
|
|
|
|
|
|
|
|||
|
|
13,440
|
|
|
6,720
|
|
|
$
|
14.32
|
|
|
5/28/2013
|
|
5/28/2020
|
|
|
|
|
|
|
|||
|
|
6,720
|
|
|
13,440
|
|
|
$
|
9.17
|
|
|
5/28/2014
|
|
5/28/2021
|
|
|
|
|
|
|
|||
|
|
—
|
|
|
6,720
|
|
|
$
|
3.83
|
|
|
5/26/2015
|
|
5/26/2022
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
6,720
|
|
(4)
|
|
$
|
14,179
|
|
(5)
|
(1)
|
All options vest in three equal installments on the first three anniversaries of the date of the grant.
|
(2)
|
Mr. May's and Mr. Taylor's employment with our Company terminated on February 16, 2016 and March 23, 2016, respectively. Mr. May's and Mr. Taylor's vested stock options were exercisable until May 16, 2016 and June 21, 2016, respectively.
|
(3)
|
On May 1, 2013, we completed our Exchange Offer. Each of Messrs. May, Johnson, Pearson and Young exchanged eligible options for replacement options. The replacement options began a new vesting schedule on the grant date, and they will vest in three equal installments on the first three anniversaries of the grant date.
|
(4)
|
This amount represents the unvested portion of time-based RSUs granted on May 26, 2015. These shares vest in equal amounts over a three year period beginning on the first anniversary of the date of grant.
|
(5)
|
The amounts were determined based on the closing price of our common stock on March 31, 2016, the last trading day of fiscal 2016. The closing price quoted on the NYSE on March 31, 2016 was $2.11.
|
(6)
|
Mr. Young's employment with our Company terminated on June 23, 2016. At that time, any unvested shares were forfeited. Mr. Young's vested options are exercisable until September 1, 2016.
|
|
|
Restricted Stock Awards
|
||||
Name
|
|
Number of Shares
Acquired at Vesting
(#)
|
|
Value Realized on
Vesting
($)
|
||
Dennis L. May
|
|
10,500
|
|
$
|
40,425
|
|
Former President and Chief Executive Officer
|
|
|
|
|
||
|
|
|
|
|
||
Robert J. Riesbeck
|
|
—
|
|
$
|
—
|
|
Interim President and Chief Executive Officer & Chief Financial Officer
|
|
|
|
|
||
|
|
|
|
|
||
Charles B. Young
|
|
4,200
|
|
$
|
16,170
|
|
Former Chief Human Resources Officer
|
|
|
|
|
||
|
|
|
|
|
||
Trent E. Taylor
|
|
4,200
|
|
$
|
16,170
|
|
Former Chief Information Officer
|
|
|
|
|
||
|
|
|
|
|
||
Keith M. Zimmerman
|
|
—
|
|
$
|
—
|
|
Chief Merchandising Officer
|
|
|
|
|
||
|
|
|
|
|
||
Samuel J. Johnson
|
|
2,800
|
|
$
|
10,780
|
|
Senior Vice President Store Operations
|
|
|
|
|
||
|
|
|
|
|
||
Jeffrey D. Pearson
|
|
2,800
|
|
$
|
10,780
|
|
Senior Vice President Marketing, ECommerce & Strategy
|
|
|
|
|
||
|
|
|
|
|
Name
|
|
Executive Contributions in Last FY
($)
|
|
Registrant Contributions in Last FY
($)
|
|
Aggregate Earnings in Last FY
($)
|
Aggregate Balance at Last FYE ($)
(1)
|
|
||||||||
Dennis L. May
|
|
$
|
58,137
|
|
|
$
|
14,535
|
|
|
$
|
(1,632
|
)
|
$
|
220,207
|
|
(1)
|
Former President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
||||||||
Robert J. Riesbeck
|
|
$
|
43,768
|
|
|
$
|
6,178
|
|
(2)
|
$
|
(2,539
|
)
|
$
|
215,312
|
|
|
Interim President and Chief Executive Officer & Chief Financial Officer
|
|
|
|
|
|
|
|
|
||||||||
Charles B. Young
|
|
$
|
18,739
|
|
|
$
|
4,685
|
|
|
$
|
(1,409
|
)
|
$
|
60,659
|
|
(1)
|
Former Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
||||||||
Trent E. Taylor
|
|
$
|
6,047
|
|
|
$
|
1,512
|
|
|
$
|
(154
|
)
|
$
|
20,273
|
|
(1)
|
Former Chief Information Officer
|
|
|
|
|
|
|
|
|
||||||||
Keith M. Zimmerman
|
|
$
|
20,538
|
|
|
$
|
2,077
|
|
(2)
|
$
|
611
|
|
$
|
21,032
|
|
|
Chief Merchandising Officer
|
|
|
|
|
|
|
|
|
||||||||
Samuel J. Johnson
|
|
$
|
9,014
|
|
|
$
|
2,254
|
|
|
$
|
358
|
|
$
|
16,560
|
|
|
Senior Vice President, Store Operations
|
|
|
|
|
|
|
|
|
||||||||
Jeffrey D. Pearson
|
|
$
|
6,629
|
|
|
$
|
1,658
|
|
|
$
|
867
|
|
$
|
10,046
|
|
|
Senior Vice President, Marketing, ECommerce & Strategy
|
|
|
|
|
|
|
|
|
(1)
|
Messrs. May, Young and Taylor will receive their aggregate balance no earlier than six months from their separation of service date. Mr. May will receive his distribution within 30 days after August 22, 2016, Mr. Young will receive his distribution within 30 days after December 23, 2016 and Mr. Taylor will receive his distribution within 30 days after October 4, 2016.
|
(2)
|
Messrs. Riesbeck and Zimmerman are vested at 0% for company match contributions and therefore the amount shown is unvested. All other named executive officers are fully vested.
|
Executive and Benefits
|
|
Voluntary
Termination,
Retirement or
For Cause (a)
|
|
Disability
|
|
Death
|
|
Termination
by Company
Without
Cause
|
|
Voluntary
Resignation by
the Executive
Following a
Change of
Control
|
||||||||||
Dennis L. May
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary Continuation
(b)
|
|
*
|
|
*
|
|
*
|
|
$
|
1,314,400
|
|
|
*
|
||||||||
Non-Equity Incentive Plan Compensation
(c)
|
|
*
|
|
*
|
|
*
|
|
$
|
419,009
|
|
|
*
|
||||||||
Stock Options
(d)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Restricted Stock Units
(i)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Healthcare
(e)
|
|
*
|
|
*
|
|
*
|
|
$
|
70,359
|
|
|
*
|
||||||||
Total
|
|
*
|
|
*
|
|
*
|
|
$
|
1,803,768
|
|
|
*
|
||||||||
Robert J. Riesbeck
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary Continuation
(f)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
650,000
|
|
|
$
|
1,300,000
|
|
Non-Equity Incentive Plan Compensation
(g)
|
|
$
|
—
|
|
|
$
|
215,312
|
|
|
$
|
215,312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock Options
(d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted Stock Units
(i)
|
|
$
|
—
|
|
|
$
|
7,990
|
|
|
$
|
7,990
|
|
|
$
|
—
|
|
|
$
|
28,133
|
|
Healthcare
(h)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,485
|
|
|
$
|
32,969
|
|
Total
|
|
$
|
—
|
|
|
$
|
223,302
|
|
|
$
|
223,302
|
|
|
$
|
666,485
|
|
|
$
|
1,361,102
|
|
Charles B. Young
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary Continuation
(f)
|
|
*
|
|
*
|
|
*
|
|
$
|
304,952
|
|
|
*
|
||||||||
Non-Equity Incentive Plan Compensation
(g)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Stock Options
(d)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Restricted Stock Units
(i)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Healthcare
(h)
|
|
*
|
|
*
|
|
*
|
|
$
|
20,181
|
|
|
*
|
||||||||
Total
|
|
*
|
|
*
|
|
*
|
|
$
|
325,133
|
|
|
*
|
Trent E. Taylor
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary Continuation
(j)
|
|
*
|
|
*
|
|
*
|
|
$
|
304,952
|
|
|
*
|
||||||||
Non-Equity Incentive Plan Compensation
(g)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Stock Options
(d)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Restricted Stock Units
(i)
|
|
*
|
|
*
|
|
*
|
|
$
|
—
|
|
|
*
|
||||||||
Healthcare
(h)
|
|
*
|
|
*
|
|
*
|
|
$
|
31,792
|
|
|
*
|
||||||||
Total
|
|
*
|
|
*
|
|
*
|
|
$
|
336,744
|
|
|
*
|
||||||||
Keith M. Zimmerman
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary Continuation
(f)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
360,000
|
|
|
$
|
748,474
|
|
Non-Equity Incentive Plan Compensation
(g)
|
|
$
|
—
|
|
|
$
|
21,032
|
|
|
$
|
21,032
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock Options
(d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted Stock Units
(i)
|
|
$
|
—
|
|
|
$
|
6,040
|
|
|
$
|
6,040
|
|
|
$
|
—
|
|
|
$
|
21,269
|
|
Healthcare
(h)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,311
|
|
|
$
|
44,622
|
|
Total
|
|
$
|
—
|
|
|
$
|
27,072
|
|
|
$
|
27,072
|
|
|
$
|
382,311
|
|
|
$
|
814,365
|
|
Samuel J. Johnson
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary Continuation
(f)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
291,748
|
|
|
$
|
566,500
|
|
Non-Equity Incentive Plan Compensation
(g)
|
|
$
|
—
|
|
|
$
|
16,560
|
|
|
$
|
16,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock Options
(d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted Stock Units
(i)
|
|
$
|
—
|
|
|
$
|
4,993
|
|
|
$
|
4,993
|
|
|
$
|
—
|
|
|
$
|
17,583
|
|
Healthcare
(h)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,661
|
|
|
$
|
65,322
|
|
Total
|
|
$
|
—
|
|
|
$
|
21,553
|
|
|
$
|
21,553
|
|
|
$
|
324,409
|
|
|
$
|
649,405
|
|
Jeffrey D. Pearson
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salary Continuation
(f)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255,000
|
|
|
$
|
510,000
|
|
Non-Equity Incentive Plan Compensation
(g)
|
|
$
|
—
|
|
|
$
|
73,477
|
|
|
$
|
73,477
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock Options
(d)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted Stock Units
(i)
|
|
$
|
—
|
|
|
$
|
4,027
|
|
|
$
|
4,027
|
|
|
$
|
—
|
|
|
$
|
14,179
|
|
Healthcare
(h)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,133
|
|
|
$
|
48,266
|
|
Total
|
|
$
|
—
|
|
|
$
|
77,504
|
|
|
$
|
77,504
|
|
|
$
|
279,133
|
|
|
$
|
572,445
|
|
(a)
|
Termination for cause, voluntary resignation or retirement makes an executive ineligible to receive base salary or to participate in any employee benefit plans for the remainder of the term of the employment agreement, except for the right to receive benefits that have vested under any such plan.
|
(b)
|
Mr. May is eligible to receive his former base salary until February 18, 2018.
|
(c)
|
An executive is entitled to receive a pro-rata share of the annual incentive for the portion of the year during which the executive was employed if he is terminated by us without cause. If the executive is terminated for cause, he is not entitled to any annual incentive award for the fiscal year during which the termination occurs. This amount includes both amounts earned under the Annual Incentive Award Plan and the Non-Qualified Deferred Compensation Plan.
|
(d)
|
Upon a termination of employment or the death of the executive, the options terminate, except that options can be exercised to the extent that the options were exercisable on the date of termination. The options can be exercised for the following periods: (i) 90 days, following termination by us or the voluntary resignation of the executive or (ii) 120 days following the death or disability of the executive. If the executive is terminated by us for cause, the options terminate immediately. See “Outstanding Equity Awards at Fiscal Year End” and “
2016
Grants of Plan Based Awards” for more information.
|
(e)
|
Upon a termination without cause, the executive is entitled to receive a lump sum stipend equal to 167% of the product of (x) 24 and (y) the sum of the monthly COBRA premium for health, dental and vision coverage and the monthly long-term disability and group term life insurance premiums in effect at the time of termination.
|
(f)
|
If the executive (i) is terminated by us without “cause,” the executive will receive severance equal to 12 months of the executive’s base salary. If the executive (i) is terminated by us without “cause,” within 12 months after a change of control, or (ii) voluntarily resigns within 12 months of a change of control of our Company following a material diminution in the executive’s base compensation or authority, duties or responsibilities in effect prior to the change of
|
(g)
|
The executive is not entitled to any annual incentive award for the fiscal year during which the death, disability or termination for any other reason occurs. Vesting in the Non-Qualified Deferred Compensation Plan occurs when the participant reaches age 55 while still employed by the Company; or after ten years of continuous service; or on death or disability. Benefits earned under the Non-Qualified Deferred Compensation Plan are payable in one lump sum in cash upon the later of (i) termination of employment due to disability, death or by the Company without cause, or (ii) attainment of age 55.
|
(h)
|
If the executive is terminated by us without “cause,” the executive shall receive a lump sum stipend equal to 167% of the product of 12 times the monthly COBRA premium that corresponds to the health, dental and vision coverage that executive had in effect at the time of termination paid ratably over the same 12-month period. If the executive (i) is terminated by us without “cause,” within 12 months after a change of control, or (ii) voluntarily resigns within 12 months of a change of control of our Company following a material diminution in the executive’s base compensation or authority, duties or responsibilities in effect prior to the change of control, or a material change in the geographic location at which the executive is assigned to perform his duties from prior to the change of control, then the executive shall receive a lump sum stipend equal to 167% of the product of 24 times the monthly COBRA premium that corresponds to the health, dental and vision coverage that executive had in effect at the time of termination paid ratably over the same 24-month period.
|
(i)
|
Upon death or disability of the executive the restricted stock units will vest pro rata based on the amount of time that has passed since their grant date. Upon termination of an executive without cause following a change of control, the restricted stock units will vest in full.
|
(j)
|
Mr. Taylor is eligible to receive his former base salary until March 26, 2017.
|
Name
|
|
Fees Earned or
Paid
in Cash ($)
|
|
Restricted Stock
Unit
Awards ($)
(1)
|
|
Total ($)
|
||||||
Gregory M. Bettinelli
|
|
$
|
50,000
|
|
|
$
|
49,982
|
|
|
$
|
99,982
|
|
Lawrence P. Castellani
|
|
$
|
60,000
|
|
|
$
|
49,982
|
|
|
$
|
109,982
|
|
Catherine A. Langham
|
|
$
|
109,375
|
|
|
$
|
89,977
|
|
|
$
|
199,352
|
|
Michael L. Smith
(2)
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
Peter M. Starrett
|
|
$
|
60,000
|
|
|
$
|
49,982
|
|
|
$
|
109,982
|
|
Kathleen C. Tierney
|
|
$
|
50,000
|
|
|
$
|
49,982
|
|
|
$
|
99,982
|
|
Darell E. Zink
|
|
$
|
50,000
|
|
|
$
|
49,982
|
|
|
$
|
99,982
|
|
William Carmichael
|
|
$
|
45,000
|
|
|
$
|
49,999
|
|
|
$
|
94,999
|
|
(1)
|
Amounts reflect unvested RSUs as of March 31, 2016. Ms. Langham received an additional grant upon appointment of Chairperson of the Board on August 4, 2015. Ms. Langham's additional grant value was $40,000. On June 8, 2015, Mr. Carmichael was awarded a $49,999 grant upon appointment to the Board. RSUs vest in equal amounts over a three-year period beginning on the first anniversary of the date of grant which was May 28, 2015 for all directors with the exception of Ms. Langham's additional grant and Mr. Carmichael's grant, if the Director is still serving on the Board or otherwise associated with the Company, These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, and do not correspond to the actual value that will be realized by the named directors. See footnote 7 of the notes to the consolidated financial statements included in our Form 10-K for fiscal
2016
|
(2)
|
Mr. Smith resigned his position of Chairperson of the Board as of the date of our 2015 Annual Stockholders Meeting.
|
•
|
each person who beneficially owns more than 5% of our common stock;
|
•
|
each of our named executive officers;
|
•
|
each member of the Board; and
|
•
|
all executive officers and directors as a group.
|
|
|
Beneficial Ownership of Common Stock
|
||||
Name of Beneficial Owner
|
|
Number
|
|
Percent
|
||
Freeman Spogli & Co.
(1)
|
|
13,475,981
|
|
|
48.5
|
%
|
John M. Roth
(2)
|
|
13,475,981
|
|
|
48.5
|
%
|
Lawrence P. Castellani
(3)
|
|
305,248
|
|
|
1.1
|
%
|
Robert Riesbeck
(4)
|
|
237,779
|
|
|
*
|
|
Peter M. Starrett
(5)
|
|
194,642
|
|
|
*
|
|
Charles B. Young
(6)
|
|
153,990
|
|
|
*
|
|
Samuel J. Johnson
(7)
|
|
91,904
|
|
|
*
|
|
Jeffrey D. Pearson
(8)
|
|
85,986
|
|
|
*
|
|
Darell E. Zink
(9)
|
|
67,642
|
|
|
*
|
|
Catherine A. Langham
(10)
|
|
44,642
|
|
|
*
|
|
Kathleen C. Tierney
(11)
|
|
44,642
|
|
|
*
|
|
Keith M. Zimmerman
(12)
|
|
27,348
|
|
|
*
|
|
William P. Carmichael
(13)
|
|
9,579
|
|
|
*
|
|
Gregory M. Bettinelli
|
|
4,350
|
|
|
*
|
|
Benjamin D. Geiger
(2)
|
|
—
|
|
|
*
|
|
|
|
|
|
|
||
All directors and executive officers as a group (14 individuals)(14)
|
|
14,743,733
|
|
|
53.1
|
%
|
Solas Capital Management, LLC
(15)
|
|
2,072,000
|
|
|
7.5
|
%
|
BML Investment Partners, L.P.
(16)
|
|
1,910,000
|
|
|
6.9
|
%
|
*
|
Less than 1%.
|
(1)
|
13,475,981
shares of our common stock are held of record by FS Equity Partners V, L.P., or FSEP V, and FS Affiliates V, L.P., or, collectively, the FS Funds, as reported on the owner’s most recent Schedule 13D/A filed with the SEC on February 12, 2015 that reported beneficial ownership as of January 29, 2015. FS Capital Partners V, LLC, as the general partner of the FS Funds, has the sole power to vote and dispose of the shares of our common stock owned by the FS Funds. Mr. John M. Roth is a managing member of FS Capital Partners V, LLC, and Mr. Roth is a member of Freeman Spogli & Co., and as such may be deemed to be a beneficial owner of the shares of our common stock owned by the FS
|
(2)
|
The business address of Messrs. Geiger and Roth is c/o Freeman Spogli & Co., 299 Park Avenue, 20th Floor, New York, NY 10171.
|
(3)
|
Includes 260,606 shares of our common stock held of record by the Lawrence P. Castellani Grantor Retained Annuity Trust for which Mr. Castellani is trustee and has sole power to vote and dispose of such shares. Includes
34,000
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(4)
|
Includes
37,779
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(5)
|
Includes 140,000 shares of our common stock held of record by the Starrett Family Trust for which Mr. Starrett is the trustee and has the sole power to vote and dispose of such shares. Includes
34,000
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(6)
|
Includes
148,760
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(7)
|
Includes
86,105
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(8)
|
Includes
80,389
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(9)
|
Includes
34,000
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(10)
|
Includes
34,000
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(11)
|
Includes
34,000
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(12)
|
Includes
25,027
shares of our common stock issuable upon exercise of options exercisable within 60 days of
May 31, 2016
.
|
(13)
|
Includes
4,579
shares of our common stock issuable upon vesting of RSUs within 60 days of
May 31, 2016
.
|
(14)
|
Includes
34,000
,
37,779
,
34,000
,
148,760
,
86,105
,
80,389
,
34,000
,
25,027
,
34,000
and
34,000
shares of our common stock issuable upon exercise of options granted to Messrs. Castellani, Riesbeck, Starrett, Young, Johnson, Pearson, Zink and Zimmerman and Mses. Langham, and Tierney, respectively, exercisable within 60 days of
May 31, 2016
and
4,579
shares of RSUs granted to Mr. Carmichael vesting within 60 days of
May 31, 2016
.
|
(15)
|
Based solely on the owner’s most recent Schedule 13G filed with the SEC on February 16, 2016 that reported beneficial ownership as of December 31, 2015. The business address of Solas Capital Management, LLC is 1063 Post Road, Suite 2B, Darien, CT 06820.
|
(16)
|
Based solely on the owner’s most recent Schedule 13G filed with the SEC on February 11, 2016 that reported beneficial ownership as of December 31, 2015. The business address of BML Investment Partners, L.P. is 65 E. Cedar - Suite 2, Zionsville, IN 46077.
|
Fee Category
|
|
Fiscal
2016 Fees
|
|
Fiscal
2015 Fees |
||||
Audit fees
(1)
|
|
$
|
560,000
|
|
|
$
|
646,525
|
|
(1)
|
Audit fees include fees for the audit of the annual consolidated financial statements, reviews of the interim condensed consolidated financial statements included in the Company’s quarterly reports, audits of the effectiveness of the Company’s internal control over financial reporting, consultation on accounting issues and consents. There were no other audit-related fees, tax fees or other fees paid in Fiscal 2016 and Fiscal 2015.
|
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