Filed
by the Registrant x
|
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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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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
|
Definitive
Proxy Statement
|
¨
|
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Definitive
Additional Materials
|
¨
|
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Soliciting
Material Pursuant to §240.14a-12
|
x
|
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No
fee required.
|
||
¨
|
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
||
(1)
|
Title
of each class of securities to which transaction applies:
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(2)
|
Aggregate
number of securities to which transaction applies:
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(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
|
|||
(4)
|
Proposed
maximum aggregate value of 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.
|
||
¨
|
|
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)
|
Amount
Previously Paid:
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(2)
|
Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
|
Date
Filed:
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Sincerely
yours,
|
A.A.
McLean
|
Chairman
of the Board and
|
Chief
Executive Officer
|
1. |
To
elect seven (7) directors to hold office until the next annual meeting of
shareholders or until their successors have been duly elected and
qualified; and
|
2. |
To
consider and act upon a proposal to approve the 2008 Stock Option
Plan
authorizing the grant of stock purchase options and restricted stock
awards for a maximum of 1,000,000 shares of Common Stock of the Company
in
the aggregate; and
|
3. |
To
consider and act upon a proposal to ratify the action of the Audit
Committee
in
selecting KPMG LLP as the independent registered public accounting
firm to
audit the consolidated financial statements of the Company and its
subsidiaries for the fiscal year ending March 31, 2009; and
|
4. |
To
transact such other business as may properly come before the Meeting
or
any adjournment or adjournments
thereof.
|
Chief
Executive Officer
|
1. |
The
election to the Board of the seven (7) nominees named in this Proxy
Statement; and
|
2. |
The
approval of the 2008 Stock Option Plan;
and
|
3. |
The
ratification of the Audit
Committee’s
selection of KPMG LLP as the independent registered public accounting
firm
to audit the consolidated financial statements of the Company and
its
subsidiaries for the fiscal year ending March 31,
2009.
|
Name
and Address of Beneficial Owner
|
Amount and Nature
of Beneficial Ownership
|
Percent
of Class
|
|||||
Columbia
Wanger Asset Management L.P. (1)
Columbia
Acorn Trust
227
West Monroe Street, Suite 3000
Chicago,
Illinois 60606
|
2,593,900
|
15.39
|
%
|
||||
Thomas
W. Smith (2)
Scott
J. Vassalluzzo
Idoya
Partners
323
Railroad Avenue
Greenwich,
Connecticut 06830
|
2,564,641
|
15.10
|
%
|
||||
Wellington
Management Company, LLP (3)
75
State Street
Boston,
MA 02109
|
1,179,400
|
7.00
|
%
|
||||
NorthPointe
Capital, LLC (4)
101
W. Big Beaver, Suite 745
Troy,
MI 48084
|
947,308
|
5.62
|
%
|
||||
Barclays
Global Investors, N.A. (5)
Barclays
Global Fund Advisors et
al.
45
Fremont Street
San
Francisco, California 94105
|
919,042
|
5.45
|
%
|
(1) |
Based
on an Amended Schedule 13G filed January 29, 2008. Columbia Wanger
Asset
Management, L.P. reported sole voting power over 2,337,700 Shares
listed
and shared voting power over 256,200 Shares listed.
|
(2) |
Based
on an amended Schedule 13G filed February 14, 2008. Mr.
Thomas W. Smith has the sole power to vote or to direct the vote
of
413,490 Shares and the sole power to dispose or to direct the disposition
of 597,900 Shares. Mr. Scott J. Vassalluzzo has the sole power and
direct
the vote of 11,700 Shares and the sole power to dispose or to direct
the
disposition of 47,700 Shares. Messrs. Smith and Vassalluzzo have
the
shared power to vote or dispose or to direct the vote or the disposal
of
1,966,741 Shares. Idoya Partners has the sole power to vote or direct
the
vote and dispose or to direct the disposition of 976,917 Shares.
|
(3) |
Based
on a Schedule 13G filed February14, 2008, Wellington Management Company,
LLP reported shared power to vote over 644,600 Shares listed and
shared
voting power to dispose over 1,179,400 Shares listed.
|
(4) |
Based
on a Schedule 13G filed January 14, 2008 NorthPointe Capital, LLC
reported
sole power over 880,783 Shares listed and sole dispositive power
over
947,308 Shares listed.
|
(5) |
Based
on a Schedule 13G filed February 5, 2008 Barclays Global Investors,
N.A.
reported sole voting power over 336,729 Shares listed and sole dispositive
power over 403,855 Shares listed. Barclays Global Fund Advisors reported
sole voting power over 357,135 and dispositive power over 497,899
Shares
listed. Barclays Global Investors, LTD reported sole dispositive
power
over 17,288 Shares listed. Barclays Global Investors Japan Trust
and
Banking Company Limited, Barclays Global Investors Japan Limited,
Barclays
Global Investors Canada Limited, Barclays Global Investors Australia
Limited, and Barclays Global Investors (Deutschland) AG reported
no sole
or dispositive power over listed
Shares.
|
Shares Beneficially Owned
|
|||||||
Name of
Individual or Number in Group
|
Amount (1)
|
Percent of Class
|
|||||
A.
Alexander McLean, III
|
227,112
|
(2)
|
1.4
|
%
|
|||
James
R. Gilreath
|
102,500
|
(3)
|
*
|
||||
Ken
R. Bramlett, Jr.
|
54,280
|
*
|
|||||
Mark
C. Roland
|
42,459
|
*
|
|||||
Charles
D. Way
|
39,000
|
*
|
|||||
William
S. Hummers, III
|
23,780
|
*
|
|||||
Kelly
M. Malson
|
23,486
|
*
|
|||||
James
Daniel Walters
|
11,300
|
(4)
|
*
|
||||
Jeff
Tinney
|
3,800
|
*
|
|||||
Darrell
E. Whitaker
|
2,000
|
*
|
|||||
Directors
and all executive officers
as a group (12 persons)
|
538,800
|
3.2
|
%
|
(1) |
Includes
the following Shares subject to options exercisable within 60 days
of June
27, 2008: Mr. McLean – 104,500; Mr. Gilreath –
36,000; Mr. Bramlett – 42,000; Mr. Roland – 27,500; Mr. Way – 30,000; Mr.
Hummers – 13,500; Ms. Malson – 10,600; Mr. Walters – 8,400; Mr.
Tinney – 3,800. Directors and Executive Officers as a group –
279,900.
|
(2) |
Includes
51,000 Shares in a self-directed retirement account maintained for
the
benefit of Mr. McLean. Also includes 45,271 Shares which are pledged
as
security.
|
(3) |
Includes
7,500 Shares held in a profit-sharing trust for which Mr. Gilreath
serves
as trustee. Also includes 53,000 Shares in a limited partnership
in which
Mr. Gilreath is a partner.
|
(4) |
Includes
900 Shares held by Mr. Walters’ spouse. Mr. Walters disclaims beneficial
ownership of these Shares.
|
·
|
Forward
the communication to the director or directors to whom it is
addressed;
|
·
|
Attempt
to address the communication directly, for example, where it is a
request
for information about the Company or a stock-related matter;
or
|
·
|
Not
forward the communication if it is primarily commercial in nature
or if it
relates to an improper or irrelevant
topic.
|
· |
Medical
Insurance.
The Company makes available to each NEO, the NEO’s spouse and dependents
such health and dental insurance coverage as the Company may from
time to
time make available to its other employees, officers and executives.
The
Company pays the same portion of the premiums for these insurances
for its
NEOs as it does for all of its employees.
|
· |
Life
and Disability Insurance.
The Company provides each NEO long term disability and life insurance
as
the Company in its sole discretion may from time to time make available
to
its other officers and employees.
|
· |
Deferred
Compensation.
The Company maintains for its senior and executive officers a
Non-Qualified Deferred Compensation Plan. No executive officers currently
participate in this plan and the plan is unfunded.
|
· |
Defined
Contribution Plan.
The Company offers the Section 401(k) Retirement Plan (the “401(k) Plan”),
a tax qualified retirement plan, to its eligible employees. The 401(k)
Plan permits eligible employees to defer up to 15% of their annual
eligible compensation, subject to certain limitations imposed by
the
Internal Revenue Code. The employees’ elective deferrals are immediately
vested and non-forfeitable in the 401(k) Plan. The Company makes
a
matching contribution equal to 50% of the employees’ contributions for the
first 6% of annual eligible deferred compensation, which vest over
a 6
year period
|
· |
Company
Car.
The Company provides each NEO and each of its other officer level
employees the unrestricted use of a Company car at no expense to
the
officer employee.
|
· |
Company
Aircraft.
The Company allows the NEOs and their spouses or family members to
fly on
the Company aircraft when used concurrently with another official
Company
function. No other personal use of the Company aircraft is allowed.
|
· |
Other.
The Company makes available certain perquisites or fringe benefits
to
executive officers and other employees, such as professional society
dues,
food, and recreational fees incidental to official Company functions.
|
·
|
The
NEO’s industry experience, knowledge and qualification;
and
|
·
|
The
salary levels in effect for comparable positions within the Company’s
principal industry marketplace
competitors.
|
Name
|
Maximum
Incentive
Compensation
as a % of Base
Salary
|
% of
Incentive
Opportunity
tied to EPS
Increase
|
% of Incentive
Opportunity
tied to Loan
Receivable
Growth
|
% of
Incentive
Opportunity
tied to
Expense
Control
|
% of Incentive
Opportunity
tied to Charge-
off
Control
|
|||||||||||
A. A. McLean
III
|
150%
|
|
40%
|
|
30%
|
|
20%
|
|
10%
|
|
||||||
Kelly
M. Malson
|
120%
|
|
40%
|
|
30%
|
|
20%
|
|
10%
|
|
||||||
Mark
C. Roland
|
135%
|
|
40%
|
|
30%
|
|
20%
|
|
10%
|
|
||||||
James
D. Walters
|
50%
|
|
40%
|
|
35%
|
|
25%
|
|
0%
|
|
||||||
Jeff
Tinney
|
50%
|
|
40%
|
|
35%
|
|
25%
|
|
0%
|
|
Name
|
Maximum
Incentive
Compensation
as a
%
of Base Salary
|
%
of
Incentive
Opportunity
tied
to
Profit
|
%
of Incentive
Opportunity
tied
to Net
Bad
Debt
|
%
of
Incentive
Opportunity
tied
to
Delinquency
|
%
of
Incentive
Opportunity
tied
to Loan
Receivable
Growth
|
|||||||||||
Jeff
Tinney
|
50%
|
|
20%
|
|
30%
|
|
20%
|
|
30%
|
|
||||||
James
D. Walters
|
50%
|
|
20%
|
|
30%
|
|
20%
|
|
30%
|
|
Event
|
Timing
|
|
Set
Board and Committee meeting dates
|
At
least 1 year prior to meeting dates. Board
meetings have historically been held
in February, May, August and
November.
Compensation
Committee meeting dates have
historically been in May and November.
|
|
Establish
executive and non-executive officer financial and personal
objectives
|
May
or June of each fiscal year for the current year.
|
|
Review
and approve base salary for
executive and non-executive officers
|
May
of each fiscal year for the current year.
|
|
Determine
stock option grants and restricted
stock grants for executive officers,
non-executive officers,
and
other
employees
|
October
or November of each fiscal year for
the current year.
|
Name
and
Principal
Position
|
Year
|
Salary
($)
(1)
|
Bonus
($)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
(3)
|
Non-
Equity
Incentive Plan Compen
-sation
($)
(4)
|
Change
in Pension Value and Non-
qualified
Deferred
Compensation Earnings
($)
(5)
|
All
Other
Compensation
($)
(6)
|
Total
($)
|
|||||||||||||||||||
A.A.
Mclean, III
Chief
Executive
Officer
|
2008
2007
|
$
|
323,863
268,180
|
-
-
|
$
|
325,600
225,274
|
$
|
132,886
237,230
|
$
|
485,750
375,452
|
$
|
134,620
72,791
|
$
|
29,546
33,725
|
$
|
1,432,265
1,212,652
|
||||||||||||
Kelly
Malson
|
2008
|
151,667
|
-
|
229,686
|
88,127
|
179,800
|
26,293
|
24,406
|
699,980
|
|||||||||||||||||||
Vice-President
and
Chief
Financial
Officer
|
2007
|
135,000
|
-
|
225,274
|
156,304
|
151,200
|
-
|
20,637
|
688,415
|
|||||||||||||||||||
Mark
C. Roland
|
2008
|
263,867
|
-
|
291,631
|
146,109
|
352,350
|
76,001
|
24,991
|
1,154,949
|
|||||||||||||||||||
President
and
Chief
Operating
Officer
|
2007
|
233,200
|
-
|
225,274
|
259,212
|
293,832
|
53,143
|
27,085
|
1,091,746
|
|||||||||||||||||||
James
D. Walters
Senior
Vice
President
–
Southern
Division
|
2008
2007
|
121,916
113,940
|
-
-
|
-
-
|
143,970
94,225
|
103,392
99,416
|
20,065
17,940
|
13,386
9,947
|
402,729
335,468
|
|||||||||||||||||||
Jeff
Tinney
|
2008
|
110,000
|
-
|
-
|
72,897
|
92,644
|
34,764
|
4,535
|
314,840
|
|||||||||||||||||||
Senior
Vice
President
–
Western
Division
|
2007
|
93,049
|
-
|
-
|
43,431
|
59,888
|
-
|
4,026
|
200,394
|
(1) |
Base
salary for the named executive officers is based upon experience,
overall
qualifications, and information about compensation offered to executive
officers of similar qualifications and experience at similar companies
as
discussed further above in “Executive Compensation – Compensation
Discussion and Analysis.”
|
(2) |
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended March 31, 2008
and 2007, in accordance with SFAS No. 123(R) and thus include
amounts from awards granted in and prior to the respective fiscal
years.
Assumptions used in the calculation of these amounts are included
in
footnote 13 to the Company’s audited financial statements for the fiscal
year ended March 31, 2008, included in the Company’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
May 30, 2008.
|
(3) |
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended March 31, 2008
and 2007, in accordance with SFAS No. 123(R) and thus include
amounts from awards granted in and prior to fiscal 2008. Assumptions
used
in the calculation of these amounts for fiscal years ended March 31,
2006, 2007 and 2008 are included in footnote 13 to the Company’s audited
financial statements for the fiscal year ended March 31, 2008,
included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on May 30,
2008.
|
(4) |
The
bonus payment is based on the Company’s achievement of pre-established
annual goals related to increases in earnings per share, growth in
receivables, expense control and charge-off
control.
|
(5) |
These
amounts consist of the increase in the present value of the NEOs
benefit
under the Company’s SERP.
|
(6) |
Components
of All Other Compensation are included in a separate table
below.
|
Benefits
and Perquisites
|
McLean
|
Malson
|
Roland
|
Walters
|
Tinney
|
|||||||||||
Company
car
|
$
|
12,497
|
$
|
15,113
|
$
|
10,557
|
$
|
2,311
|
$
|
1,304
|
||||||
Company
contributions to 401(k) Plan
|
12,766
|
8,915
|
12,279
|
7,464
|
3,164
|
|||||||||||
Term
life insurance premiums
|
500
|
378
|
500
|
301
|
67
|
|||||||||||
Personal
use of
corporate
plane
|
2,355
|
-
|
1,655
|
3,310
|
-
|
|||||||||||
Club
dues
|
1,428
|
-
|
-
|
-
|
-
|
|||||||||||
Total
|
$
|
29,546
|
$
|
24,406
|
$
|
24,991
|
$
|
13,386
|
$
|
4,535
|
Name
|
Number of
Years
Credited Service
(#)
|
Present
Value
of
Accumulated
Benefit at Retirement
($)
(1)
|
Payments
During
Last Fiscal
Year
($)
|
Present Value of
Accumulated
Benefit at Death ($)
(2)
|
|||||||||
A.
A. McLean
|
18
|
$
|
941,221
|
-
|
$
|
1,464,122
|
|||||||
K.
M. Malson
|
2
|
45,162
|
-
|
764,840
|
|||||||||
M.
C. Roland
|
12
|
499,247
|
-
|
1,180,038
|
|||||||||
J.
D. Walters
|
11
|
168,264
|
-
|
532,835
|
|||||||||
J.
Tinney
|
11
|
388,303
|
-
|
497,583
|
(1)
|
Based
on the assumptions disclosed in footnote 13 of the March 31, 2008
Form
10-K filed May 30, 2008 and based on the assumption the NEO retires
at age
65.
|
(2)
|
Present
value of SERP benefits payable at death was calculated as 45% of
the
executive’s base salary for 15 years assuming a 6% interest rate.
|
Name
|
Salary
Continuation
($)
|
Bonus
Continuation
($)
|
Benefits
Continuation
($)
(1)
|
Benefits from
Accelerated
Equity Vesting
($)
(2)
|
Total
($)
|
|||||||||||
A.
A. McLean III
|
$
|
670,000
|
$
|
731,467
|
$
|
10,750
|
$
|
680,720
|
$
|
2,092,937
|
||||||
Kelly
M. Malson
|
310,000
|
331,000
|
10,478
|
394,423
|
1,045,901
|
|||||||||||
Mark
C. Roland
|
540,000
|
584,700
|
10,750
|
615,055
|
1,750,505
|
(1)
|
The
benefits continuation payment represent 24 months of health and dental
insurance based on the executive’s current insurance
cost.
|
(2)
|
Benefits
from accelerated equity vesting represent the difference between
the
Company’s March 31, 2008 closing stock price and the option exercise price
for any unvested shares.
|
Name
|
Life insurance
proceeds
($)
(1)
|
Present Value of
SERP
benefits
($)
(2)
|
Benefits
from Accelerated Equity Vesting
($)
(3)
|
Total
($)
|
|||||||||
A.
A. McLean III
|
$
|
500,000
|
$
|
1,464,122
|
$
|
680,720
|
$
|
2,644,842
|
|||||
Kelly
Malson
|
310,000
|
764,840
|
394,423
|
1,469,263
|
|||||||||
Mark
C. Roland
|
500,000
|
1,180,038
|
615,055
|
2,295,093
|
|||||||||
James
D. Walters
|
243,832
|
532,835
|
77,124
|
853,791
|
|||||||||
Jeff
Tinney
|
220,000
|
497,583
|
62,172
|
779,755
|
(1)
|
Life
insurance proceeds represent two times the participant’s base pay not to
exceed $500,000.
|
(2)
|
Present
value of SERP benefits payable at death was calculated as 45% of
the
executive’s base salary for 15 years assuming a 6% interest rate.
|
(3)
|
Benefits
from accelerated equity vesting represent the difference between
the
Company’s March 31, 2008 closing stock price and the option exercise price
for any unvested shares.
|
Name
|
90
day
continuation
pay
($)
(1)
|
Long
term
disability pay
($)
(2)
|
Present Value
of
SERP
benefits
($)
(3)
|
Total
($)
|
|||||||||
A.
A. McLean III
|
$
|
83,750
|
$
|
1,367,140
|
$
|
702,158
|
$
|
2,153,048
|
|||||
Kelly
M. Malson
|
38,750
|
1,280,129
|
14,963
|
1,333,842
|
|||||||||
Mark
C. Roland
|
67,500
|
1,573,384
|
267,657
|
1,908,541
|
|||||||||
James
D. Walters
|
30,479
|
966,345
|
43,959
|
1,040,783
|
|||||||||
Jeff
Tinney
|
27,500
|
663,444
|
131,280
|
822,224
|
(1) |
Represents
3 months of the Executive’s current base salary.
|
(2)
|
Long
term disability pay was calculated as the present value of 60% of
the
executive’s base pay from March 31, 2008 until the executive reaches age
65. The present value calculation assumed a 6% interest
rate.
|
(3)
|
SERP
benefits if the executive was disabled were calculated as the present
value of 45% of the executive’s base pay, at the time the executive was
disabled, for 15 years beginning when the executive reaches age 65.
The
present value calculation assumes an interest rate of
6%.
|
Name
|
Grant
Date
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards
|
Estimated Future Payouts
Under Equity
Incentive
Plan
Awards (1)
|
All Other
Stock
Awards:
Number
of
Shares of
Stock or Units
(#)
|
All Other
Option Awards: Number of Securities Underlying
Options
(#)
|
Exercise or
Base Price of
Stock and Option Awards
($)
|
Grant
Date Fair Value of Stock and
Option
Awards
($)
|
|||||||||||||||||||||
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||||||||||||
A.
A. McLean
|
11/28/07
|
-
|
2,225
|
4,450
|
6,675
|
9,100
|
-
|
$
|
30.94
|
$
|
281,554
|
|||||||||||||||||
K.
M. Malson
|
11/28/07
|
-
|
1,025
|
2,050
|
3,075
|
4,300
|
-
|
30.94
|
133,042
|
|||||||||||||||||||
M.
C. Roland
|
11/28/07
|
-
|
1,813
|
3,627
|
5,400
|
7,400
|
-
|
30.94
|
228,956
|
|||||||||||||||||||
J.
D. Walters
|
11/12/07
|
-
|
-
|
-
|
-
|
-
|
10,000
|
14.21
|
(2)
|
142,100
|
||||||||||||||||||
J.
Tinney
|
11/12/07
|
-
|
-
|
-
|
-
|
-
|
10,000
|
14.21
|
(2)
|
142,100
|
(1)
|
Represent
total potential future payouts of the 2009-2011 performance awards.
Payout
of performance share awards at the end of the 2009-2011 plan period
will
be dictated by the Company’s performance against pre-determined measures
of EPS growth. The shares will vest in 3 years based on the Company’s
compounded EPS growth according to the following:
|
Vesting
Percentage
|
Compounded Annual EPS Growth
|
|||
100%
|
15%
or higher
|
|||
67%
|
12%
to 14.99
|
%
|
||
33%
|
10%
to 11.99
|
%
|
||
0%
|
less
than 10
|
%
|
(2)
|
Based
on the Black Scholes model, options granted on November 12, 2007
had a
fair value of $14.21.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexerc-
isable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
($)
(9)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
That
Have
Not
Vested (#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)
|
|||||||||||||||||||
A.
A. McLean
|
50,000
|
-
|
-
|
5.375
|
04/01/09
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
A.
A. McLean
|
20,000
|
-
|
-
|
8.39
|
10/17/11
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
A.
A. McLean
|
7,500
|
-
|
-
|
8.29
|
10/24/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
A.
A. McLean
|
8,000
|
2,000
|
(1)
|
-
|
16.55
|
10/24/13
|
-
|
-
|
-
|
-
|
||||||||||||||||||
A.
A. McLean
|
3,000
|
2,000
|
(2)
|
-
|
23.53
|
10/28/14
|
-
|
-
|
-
|
-
|
||||||||||||||||||
A.
A. McLean
|
6,000
|
9,000
|
(3)
|
-
|
28.29
|
11/09/15
|
-
|
-
|
-
|
-
|
||||||||||||||||||
A.
A. McLean
|
10,000
|
15,000
|
(4)
|
-
|
25.05
|
03/23/16
|
-
|
-
|
-
|
-
|
||||||||||||||||||
A.
A. McLean
|
-
|
-
|
-
|
-
|
-
|
3,000
|
(5)
|
95,550
|
-
|
-
|
||||||||||||||||||
A.
A. McLean
|
-
|
-
|
-
|
-
|
-
|
6,006
|
(8)
|
191,291
|
6,675
|
(10)
|
212,599
|
|||||||||||||||||
K.
M. Malson
|
1,600
|
2,400
|
(3)
|
-
|
28.29
|
11/09/15
|
-
|
-
|
-
|
-
|
||||||||||||||||||
K.
M. Malson
|
10,000
|
15,000
|
(4)
|
-
|
25.05
|
03/23/16
|
-
|
-
|
-
|
-
|
||||||||||||||||||
K.
M. Malson
|
-
|
-
|
-
|
-
|
-
|
3,000
|
(5)
|
95,550
|
-
|
-
|
||||||||||||||||||
K.
M. Malson
|
-
|
-
|
-
|
-
|
-
|
2,838
|
(8)
|
90,390
|
3,075
|
(10)
|
97,939
|
|||||||||||||||||
M.
C. Roland
|
2,000
|
-
|
-
|
9.00
|
05/14/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
M.
C. Roland
|
1,500
|
-
|
-
|
8.29
|
10/24/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
M.
C. Roland
|
4,000
|
2,000
|
(1)
|
-
|
16.55
|
10/24/13
|
-
|
-
|
-
|
-
|
||||||||||||||||||
M.
C. Roland
|
2,000
|
2,000
|
(2)
|
-
|
23.53
|
10/28/14
|
-
|
-
|
-
|
-
|
||||||||||||||||||
M.
C. Roland
|
8,000
|
12,000
|
(3)
|
-
|
28.29
|
11/09/15
|
-
|
-
|
-
|
-
|
||||||||||||||||||
M.
C. Roland
|
10,000
|
15,000
|
(4)
|
-
|
25.05
|
03/23/16
|
-
|
-
|
-
|
-
|
||||||||||||||||||
M.
C. Roland
|
-
|
-
|
-
|
-
|
-
|
3,000
|
(5)
|
95,550
|
-
|
-
|
||||||||||||||||||
M.
C. Roland
|
-
|
-
|
-
|
-
|
-
|
4,884
|
(8)
|
155,555
|
5,400
|
(10)
|
171,990
|
|||||||||||||||||
J.
D. Walters
|
600
|
-
|
-
|
8.39
|
10/17/11
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
D. Walters
|
800
|
-
|
-
|
8.29
|
10/24/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
D. Walters
|
1,200
|
600
|
(1)
|
-
|
16.55
|
10/24/13
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
D. Walters
|
1,200
|
1,200
|
(2)
|
-
|
23.53
|
10/28/14
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
D. Walters
|
4,000
|
6,000
|
(3)
|
-
|
28.29
|
11/09/15
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
D. Walters
|
2,000
|
8,000
|
(7)
|
-
|
46.21
|
11/24/16
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
D. Walters
|
-
|
10,000
|
(11)
|
-
|
28.19
|
11/12/17
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
Tinney
|
600
|
-
|
-
|
8.39
|
10/17/11
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
Tinney
|
800
|
-
|
-
|
8.29
|
10/24/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
Tinney
|
1,200
|
600
|
(1)
|
-
|
16.55
|
10/24/13
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
Tinney
|
1,800
|
1,200
|
(2)
|
-
|
23.53
|
10/28/14
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
Tinney
|
1,200
|
1,800
|
(3)
|
-
|
28.29
|
11/9/15
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
Tinney
|
800
|
3,200
|
(6)
|
-
|
49.00
|
11/08/16
|
-
|
-
|
-
|
-
|
||||||||||||||||||
J.
Tinney
|
-
|
10,000
|
(11)
|
-
|
28.19
|
11/12/17
|
-
|
-
|
-
|
-
|
(1)
|
Stock
options vest at a rate of 20% per year, with vesting dates of 10/24/04,
10/24/05, 10/24/06, 10/24/07 and
10/24/08.
|
(2)
|
Stock
options vest at a rate of 20% per year, with vesting dates of 10/28/05,
10/28/06, 10/28/07, 10/28/08 and
10/28/09.
|
(3)
|
Stock
options vest at a rate of 20% per year, with vesting dates of 11/09/06,
11/09/07, 11/09/08, 11/09/09 and
11/09/10.
|
(4)
|
Stock
options vest at a rate of 20% per year, with vesting dates of 3/23/07,
3/23/08, 3/23/09, 3/23/10 and
3/23/11.
|
(5)
|
Restricted
shares vest at a rate of 33 1/3% immediately and 33 1/3% per year,
with
vesting dates of 11/24/06, 11/24/07 and
11/24/08.
|
(6)
|
Stock
options vest at a rate of 20% per year, with vesting dates of 11/08/07,
11/08/08, 11/08/09, 11/08/10 and
11/08/11.
|
(7)
|
Stock
options vest at a rate of 20% per year, with vesting dates of 11/24/06,
11/24/07, 11/24/08, 11/24/09 and
11/24/10.
|
(8)
|
Restricted
shares vest at a rate of 34% immediately and 33% per year with vesting
dates of 11/28/07, 11/28/08 and
11/28/09.
|
(9) |
Represents
the market value of the Company’s stock at the close of business on March
31, 2008.
|
(10)
|
Represent
total potential future payouts of the 2009-2011 performance awards.
Pay
out of performance share awards at the end of the 2009-2011 plan
period
will be dictated by the Company’s performance against pre-determined
measures of EPS growth. The shares will vest in 3 years based on
the
Company’s compounded EPS growth according to the following:
|
Compounded Annual EPS Growth
|
||||
100%
|
15%
or higher
|
|||
67%
|
12%
to 14.99
|
%
|
||
10%
to 11.99
|
%
|
|||
0%
|
less
than 10
|
%
|
(11)
|
Stock
options vest at a rate of 20% per year with vesting dates of 11/12/08,
11/12/09, 11/12/10, 11/12/11 and
11/12/12.
|
Option
Awards
|
Stock
Awards
|
||||||||||||
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
Value
Realized
on Exercise
($)
|
Number of
Shares
Acquired on
Vesting (#)
|
Value
Realized
on
Vesting
($)
|
|||||||||
A. A.
McLean
|
20,182(1)
|
|
$
|
511,929
|
3,094
|
$
|
95,728
|
||||||
Kelly
M. Malson
|
-
|
-
|
1,462
|
45,234
|
|||||||||
Mark
C. Roland
|
-
|
-
|
2,516
|
77,845
|
|||||||||
James
D. Walters
|
-
|
-
|
-
|
-
|
|||||||||
Jeff
Tinney
|
-
|
-
|
-
|
-
|
(1) |
All
of these exercised options were due to the options expiring during
the
fiscal year.
|
Name
|
Fees
Earned
or Cash
Paid
|
Stock
Awards ($)
(1)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Changes in Pension
Value and Non-qualified Deferred
Compensation
Earnings ($) (2)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||||
K.
R. Bramlett
|
$
|
26,500
|
$
|
82,283
|
-
|
-
|
$
|
(76,969)
|
|
-
|
$
|
31,814
|
||||||||||
J.
R. Gilreath
|
25,500
|
82,283
|
-
|
-
|
-
|
|
|
-
|
|
|
107,783
|
|
||||||||||
W.
S. Hummers
|
|
|
25,500
|
|
|
82,283
|
|
|
-
|
|
-
|
-
|
-
|
107,783
|
||||||||
C.
D. Way
|
28,000
|
82,283
|
-
|
-
|
-
|
-
|
110,283
|
(1)
|
Reflects
the dollar amount recognized for financial statement reporting purposes
for the fiscal year ended March 31, 2008 in accordance with SFAS
No. 123(R) and thus includes amounts from awards granted in and
prior to fiscal 2008. See the table below for information regarding
the
number of stock awards and option awards outstanding for these directors
as of March 31, 2008. The fair value of restricted shares granted
on May
1, 2006 was $28.96 per share.
|
(2)
|
Reflects
the change in the fair value of the stock units held in the Deferred
Fee
Plan as of March 31, 2008.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#)
(1)
|
Market
Value of
Shares
or
Units of
Stock
That
Have
Not
Vested
($)
(2)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
|
|||||||||||||||||||
K.
R. Bramlett
|
6,000
|
-
|
-
|
5.469
|
4/30/09
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
K.
R. Bramlett
|
6,000
|
-
|
-
|
5.125
|
4/30/10
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
K.
R. Bramlett
|
6,000
|
-
|
-
|
6.75
|
4/30/11
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
K.
R. Bramlett
|
1,500
|
-
|
-
|
9.00
|
5/14/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
K.
R. Bramlett
|
10,500
|
-
|
-
|
11.44
|
5/16/13
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
K.
R. Bramlett
|
6,000
|
-
|
-
|
15.42
|
4/30/14
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
K.
R. Bramlett
|
6,000
|
-
|
-
|
25.20
|
5/2/15
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
K.
R. Bramlett
|
-
|
-
|
-
|
-
|
-
|
1,000
|
31,850
|
-
|
-
|
|||||||||||||||||||
J.
R. Gilreath
|
6,000
|
-
|
-
|
5.125
|
4/30/10
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
R. Gilreath
|
6,000
|
-
|
-
|
6.75
|
4/30/11
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
R. Gilreath
|
1,500
|
-
|
-
|
9.00
|
5/14/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
R. Gilreath
|
10,500
|
-
|
-
|
11.44
|
5/16/13
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
R. Gilreath
|
6,000
|
-
|
-
|
15.42
|
4/30/14
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
R. Gilreath
|
6,000
|
-
|
-
|
25.20
|
5/2/15
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
J.
R. Gilreath
|
-
|
-
|
-
|
-
|
-
|
1,000
|
31,850
|
-
|
-
|
|||||||||||||||||||
W.
S. Hummers
|
1,500
|
-
|
-
|
9.00
|
5/14/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
W.
S. Hummers
|
6,000
|
-
|
-
|
15.42
|
4/30/14
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
W.
S. Hummers
|
6,000
|
-
|
-
|
25.20
|
5/2/15
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
W.
S. Hummers
|
-
|
-
|
-
|
-
|
-
|
1,000
|
31,850
|
-
|
-
|
|||||||||||||||||||
C.
D. Way
|
6,000
|
-
|
-
|
6.75
|
4/30/11
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
C.
D. Way
|
1,500
|
-
|
-
|
9.00
|
5/14/12
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
C.
D. Way
|
10,500
|
-
|
-
|
11.44
|
5/16/13
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
C.
D. Way
|
6,000
|
-
|
-
|
15.42
|
4/30/14
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
C.
D. Way
|
6,000
|
-
|
-
|
25.20
|
5/2/15
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
C.
D. Way
|
-
|
-
|
-
|
-
|
-
|
1,000
|
31,850
|
-
|
-
|
(1)
|
Restricted
shares vested at a rate of 50% immediately and 50% vesting on May
19,
2009.
|
(2)
|
Represents
the market value of the Company’s stock at the close of business on March
31, 2008.
|
·
|
attract
and retain persons eligible to participate in the Plan;
|
·
|
motivate
participants in the Plan, by means of appropriate incentives, to
achieve
long-range goals;
|
·
|
provide
incentive compensation opportunities that are competitive with those
of
other similar companies; and
|
·
|
further
align the interests of persons eligible to participate in the Plan
with
those of the Company’s other shareholders through compensation that is
based on the Company’s Common Stock and Company performance.
|
·
|
adjustment
of the number and kind of shares which may be delivered under the
Plan;
|
·
|
adjustment
of the number and kind of shares subject to outstanding awards;
|
·
|
adjustment
of the exercise price of outstanding options; and
|
·
|
any
other adjustments that the Committee determines to be equitable which
may
include, without limitation:
|
·
|
replacement
of awards with other awards which the Committee determines have comparable
value and which are based on stock of a company resulting from the
transaction; and
|
·
|
cancellation
of the award in return for cash payment of the current value of the
award,
determined as though the award is fully vested at the time of payment,
provided that with respect to an option the amount of such payment
may be
the excess of value of Common Stock subject to the option at the
time of
the transaction over the exercise price.
|
The
date any entity or person (which term in includes parties acting
as a
group) becomes the beneficial owner of, or shall have obtained voting
control over, twenty-five percent (25%) or more of either the Company’s
outstanding Shares or outstanding voting securities. For this purpose,
outstanding voting securities mean the combined voting power of the
then
outstanding securities of the Company entitled to vote generally
in the
election of directors of the
Company;
|
·
|
The
date the Company’s shareholders approve any of the
following:
|
o
|
a
definitive agreement to merge or consolidate the Company with or
into
another corporation or other business entity in which the Company
is not
the continuing or surviving corporation or pursuant to which any
Shares or
outstanding voting securities of the Company would be converted into
cash,
securities or other property of another corporation, other than a
merger
or consolidation of the Company in which the holders of Shares or
outstanding voting securities immediately prior to the merger or
consolidation continue to own at least (1) seventy-five percent (75%)
in
the aggregate the Shares or outstanding voting securities if the
Company
is the surviving corporation or (2) the same proportionate ownership
percentage of the common stock (or other voting securities) of the
surviving corporation immediately after the merger as immediately
before,
if the Company is not the surviving corporation; however, if consummation
of such merger or consolidation is subject to the approval of federal,
state or other regulatory authorities, then, unless the Committee
determines otherwise, a change in control shall not be deemed to
occur
until the later of the date of shareholder approval of such merger
or
consolidation or the date of final regulatory or other approvals
of such
merger or consolidation;
|
o
|
a
definitive agreement to sell or otherwise dispose of all or substantially
all the assets of the Company; or
|
o
|
a
plan of complete liquidation or winding up of the
Company;
|
·
|
The
date there has been a change in a majority of the Company’s Board within a
12-month period, unless the nomination of each new director was approved
by the vote of two-thirds of the members of the Board (or, if applicable,
a committee of the Board) who were then still in office at the beginning
of the 12-month period; or
|
·
|
The
date any other event occurs or action takes place which the Board
determines should constitute a change in
control.
|
·
|
increase
the maximum number of Shares issuable under the 2008 Plan, the maximum
limitations specified in the 2008 Plan on specified types of awards
or the
maximum limitations specified in the 2008 Plan on the amount of certain
types of awards that may be granted to any one participant during
a
calendar year;
|
·
|
decrease
the minimum exercise price of options below fair market value on
the date
of grant; or
|
·
|
alter
the prohibition on repricing
options.
|
·
|
the
modification, amendment, cancellation or waiver does not materially
and
adversely affect the rights a participant under an award (provided,
that
neither any modification, amendment, cancellation or waiver that
results
solely in a change in tax consequences with respect to an award,
nor the
exercise of the Committee’s authority and discretion to make adjustments
to awards in connection with corporate transactions or a change in
control, will deemed to materially and adversely affect a participant’s
rights);
|
·
|
an
award recipient consents to the modification, amendment, cancellation
or
waiver;
|
·
|
the
Company is dissolved or liquidated;
|
·
|
the
2008 Plan or the award agreement provides for such modification,
amendment, cancellation or waiver; or
|
·
|
the
Company would otherwise have the right to make such modification,
amendment, cancellation or waiver under applicable law.
|
Plan Category
|
Number of
Securities to
be Issued
upon
Exercise of
Outstanding
Options (#)
|
Weighted
Average
Exercise
Price of
Outstanding
Options ($)
|
Number of Securities
Remaining Available
for Future Issuance
under
Equity Compensation Plans (#)
|
|||||||
Equity
Compensation Plans
Approved by Security Holders |
||||||||||
1992
Stock Option Plan
|
-
|
-
|
-
|
|||||||
1994
Stock Option Plan
|
272,617
|
7.75
|
-
|
|||||||
2002
Stock Option Plan
|
323,000
|
22.10
|
-
|
|||||||
2005
Stock Option Plan
|
678,600
|
33.93
|
234,123
|
|||||||
Equity
Compensation
Plans
Not Approved by
Security
Holders
|
-
|
-
|
-
|
|||||||
Total
|
1,274,217
|
25.33
|
234,123
|
2008
— $400,000
|
2007
— $485,000
|
2008
— $30,000
|
2007
— $20,000
|
2008
— $1,440
|
2007
— $0
|
Chief
Executive Officer
|