def14a
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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þ Definitive Proxy Statement
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o Soliciting Material Pursuant to Rule 14a-12
Baldwin Technology Company, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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TABLE OF CONTENTS
BALDWIN
TECHNOLOGY COMPANY, INC.
2
Trap Falls Road
Suite 402
Shelton, CT 06484
Notice of Annual Meeting of Stockholders
To Be Held November 10, 2009
To the Stockholders:
The Annual Meeting of Stockholders of Baldwin Technology
Company, Inc. (the Company) will be held at the
offices of the Company, 2 Trap Falls Road, Suite 402,
Shelton, Connecticut, on Tuesday, the 10th day of November,
2009 at 10:00 a.m., Eastern Standard Time, for the
following purposes:
1. To elect two Class I Directors to serve for
three-year terms or until their respective successors are duly
elected and qualified; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only stockholders of record as of the close of business on
September 30, 2009, are entitled to receive notice of and
to vote at the meeting. A list of such stockholders shall be
open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of ten days prior to the meeting, at the offices of the
Company.
By Order of the Board of Directors.
Helen P. Oster
Secretary
Shelton, Connecticut
October 13, 2009
PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY VOTE YOUR SHARES OF STOCK
PERSONALLY, WHETHER OR NOT YOU HAVE PREVIOUSLY SUBMITTED A
PROXY.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE 2009 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON NOVEMBER 10, 2009.
The SEC has adopted new rules requiring proxy materials to be
posted on the Internet. While the Company is continuing to mail
a full set of proxy materials to all its stockholders, the
Baldwin Technology Company, Inc. Proxy Statement for the 2009
Annual Meeting of Stockholders, Proxy Cards, the Fiscal 2009
Annual Report to Stockholders and Report on
Form 10-K
are also available free of charge at
http://www.annualmeeting.baldwintech.com.
BALDWIN
TECHNOLOGY COMPANY, INC.
Shelton,
Connecticut
October 13, 2009
The accompanying Proxy is solicited by and on behalf of the
Board of Directors of Baldwin Technology Company, Inc., a
Delaware corporation (the Company or
Baldwin), for use only at the Annual Meeting of
Stockholders (the Annual Meeting) to be held at the
offices of the Company, 2 Trap Falls Road, Suite 402,
Shelton, Connecticut on the 10th day of November, 2009 at
10:00 a.m., Eastern Standard Time, and at any adjournment
thereof. The approximate date on which this Proxy Statement and
accompanying Proxy will first be given or sent to stockholders
is October 13, 2009.
Each Proxy executed and returned by a stockholder may be revoked
at any time thereafter, by written notice to that effect to the
Company, attention of the Secretary, prior to the Annual
Meeting, or to the Chairman or the Inspectors of Election, at
the Annual Meeting, or by execution and return of a later-dated
Proxy, except as to any matter voted upon prior to such
revocation.
Proxies in the accompanying form will be voted in accordance
with the specifications made and, where no specifications are
given, will be voted FOR the election as Directors of the
nominees named herein and if any one or more of such nominees
should become unavailable for election for any reason then FOR
the election of any substitute nominee that the Board of
Directors of the Company may propose. At the discretion of the
proxy holders, the Proxies will also be voted FOR or AGAINST
such other matters as may properly come before the meeting. The
management of the Company is not aware of any other matter to be
presented for action at the meeting.
With regard to the election of Directors, votes may be cast in
favor of or withheld from each nominee; votes that are withheld
will be counted as present for purposes of determining the
existence of a quorum and will not have any effect on the vote.
Except for the election of Directors, abstentions may be
specified on all proposals and will be counted as present for
the purposes of determining the existence of a quorum regarding
the item on which the abstention is specified. Broker non-votes
will be counted for purposes of determining the presence or
absence of a quorum, but will not be counted for any purpose in
determining whether a matter has been approved.
The required votes for the election of Directors is described
below under the caption Voting Securities.
With respect to any other matter requiring action at the
meeting, the affirmative vote of a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Class A Common Stock, par value $0.01 per shares (the
Class A Common Stock), and Class B Common
Stock, par value $0.01 per shares (the Class B Common
Stock), present, in person or by proxy, and entitled to
vote at the meeting, voting as a single class, with each share
of Class A Common Stock having one (1) vote per share and
each share of Class B Common Stock having ten
(10) votes per share, is required for the approval of any
such matter.
Important
Notice Regarding the Internet Availability of Proxy Materials
for the 2009 Annual Meeting
The U.S. Securities and Exchange Commission, or SEC,
recently adopted new
e-proxy
rules that require companies to post their proxy materials on
the internet and permit them to provide only a Notice of
Internet
Availability of Proxy Materials to shareholders. For this proxy
statement, we have chosen to follow the SECs full
set delivery option, and therefore, although we are
posting a full set of our proxy materials (this proxy statement,
the proxy card and our Annual Report for the fiscal year ended
June 30, 2009) online, we are also mailing a full set
of our proxy materials to our stockholders by mail. Therefore,
even if you previously consented to receiving your proxy
materials electronically, you will receive a copy of these proxy
materials by mail. We believe that mailing a full set of proxy
materials will help ensure that a majority of our outstanding
Class A and Class B Common Stock is present in person
or represented by proxy at our meeting. We also hope to help
maximize stockholder participation. However, we will continue to
evaluate the option of providing only a Notice of Internet
Availability of Proxy Materials to some or all of our
stockholders in the future.
The Companys Proxy Statement for the 2009 Annual Meeting
of Stockholders, Proxy Cards, the Companys Annual Report
to Shareholders for the fiscal year ended June 30, 2009 and
Report on
Form 10-K
are available at
http://www.annualmeeting.baldwintech.com.
We are mailing a full set of our printed proxy materials to
stockholders of record on or about October 13, 2009. On
this date, all stockholders of record and beneficial owners will
have the ability to access all of the proxy materials on the web
site referred to above. These proxy materials will be available
free of charge.
2
VOTING
SECURITIES
The Board of Directors has fixed the close of business on
September 30, 2009 as the record date for the determination
of stockholders entitled to receive notice of and to vote at the
Annual Meeting. The issued and outstanding stock of the Company
on September 30, 2009 consisted of 14,573,919 shares
of Class A Common Stock and 1,092,555 shares of
Class B Common Stock.
With respect to the election of Directors, the holders of
Class A Common Stock, voting as a separate class, are
entitled to elect 25% of the total number of Directors (or the
nearest higher whole number) constituting the entire Board of
Directors. Accordingly, the holders of Class A Common Stock
are entitled to elect two of the seven Directors that will
constitute the entire Board of Directors. Holders of
Class B Common Stock, voting as a separate class, are
entitled to elect the remaining Directors, so long as the number
of outstanding shares of Class B Common Stock is equal to
at least 12.5% of the number of outstanding shares of both
classes of Common Stock as of the record date. If the number of
outstanding shares of Class B Common Stock is less than
12.5% of the total number of outstanding shares of both classes
of Common Stock as of the record date, the remaining directors
are elected by the holders of both classes of Common Stock
voting together as a single class, with the holders of
Class A Common Stock having one vote per share and the
holders of Class B Common Stock having ten votes per share.
As of September 30, 2009, the number of outstanding shares
of Class B Common Stock constituted approximately 7% of the
total number of outstanding shares of both classes of Common
Stock. Accordingly, the holders of Class A Common Stock and
Class B Common Stock, voting together as a single class,
are entitled to elect five of the seven Directors that will
constitute the entire Board of Directors.
Except with respect to the election or removal of Directors and
certain other matters with respect to which Delaware law
requires each class to vote as a separate class, the holders of
Class A Common Stock and Class B Common Stock vote as
a single class on all matters, with each share of Class A
Common Stock having one (1) vote per share and each share
of Class B Common Stock having ten (10) votes per
share. A quorum of stockholders is constituted by the presence,
in person or by proxy, of holders of a majority in number of the
total outstanding shares of stock of the Company entitled to
vote at such meeting.
With respect to the election or removal of Directors and certain
other matters with respect to which Delaware law requires each
class to vote as a separate class, a quorum of the stockholders
of each such class is constituted by the presence, in person or
by proxy, of holders of a majority in number of the total
outstanding shares of such class. As stated above, proxies
withheld and broker non-votes will be excluded entirely with
respect to the election of Directors and have no effect on the
votes thereon.
CORPORATE
GOVERNANCE
Board
Independence
The Board has determined that Mr. Mark T. Becker,
Mr. Rolf Bergstrom, Ms. Judith A. Mulholland,
Mr. Ronald B. Salvagio and Mr. Claes Warnander are
independent directors (Independent Directors) under
the listing standards of the New York Stock Exchange Amex
(NYSE Amex) and the Securities and Exchange
Commission (SEC). Mr. Gerald A. Nathe and
Mr. Karl S. Puehringer, employees of the Company, and
Mr. Samuel B. Fortenbaugh III, counsel to the Company, are
not considered independent directors. The Independent Directors
have elected Mr. Rolf Bergstrom as the Lead Director.
3
Code of
Conduct and Business Ethics
The Company adopted a revised Code of Conduct and Business
Ethics (the Code) in August 2009, replacing the
previous Code of Business Ethics adopted in August 2008. The
Code has been distributed to all directors and employees.
Written acknowledgment of understanding and compliance is
required of all directors, executive officers, senior managers
and financial staff annually. The current version of the Code is
posted on the Companys web site (www.baldwintech.com)
under the Corporate Governance section.
Board
Statement of Principles
The Board has adopted a Statement of Principles, which, as most
recently updated in June 2009, is posted on the Companys
web site (www.baldwintech.com) under the Corporate Governance
section.
Committee
Charters
The Board of Directors first adopted written charters for the
Audit, Compensation and Executive Committees of the Board in
2001. Each of those charters are reviewed annually, and amended
if necessary. The Audit Committee Charter was most recently
updated in June 2009, and the Compensation Committee charter was
most recently updated in February 2009. In addition, the Board
of Directors established a Nominating Committee and adopted a
written charter for that Committee in February 2009. All the
charters, as amended, are posted on the Companys web site
(www.baldwintech.com) under the Corporate Governance section.
Board and
Committee Attendance
During fiscal year 2009, each director attended at least 75% of
the aggregate number of meetings of the Board and Committees on
which he or she served. All of the directors who were serving as
directors at the time attended the Companys 2008 Annual
Meeting of Stockholders held on November 11, 2008.
Directors are expected, but not required, to attend the 2009
Annual Meeting of Stockholders. The Board of Directors and the
Audit and Compensation Committees each hold meetings on at least
a quarterly basis, the Nominating Committee meets at least twice
a year, and the Independent Directors meet as often as necessary
to fulfill their responsibilities, including meeting at least
annually in executive session without the presence of
non-independent directors and management.
Executive
Committee
The Executive Committee meets on call and has authority to act
on most matters during the intervals between Board meetings.
During the fiscal year ended June 30, 2009, the Executive
Committee held one (1) meeting. The Executive Committee
presently consists of Gerald A. Nathe (Chairman), Karl S.
Puehringer, Samuel B. Fortenbaugh III and Claes Warnander.
The charter of the Executive Committee, as most recently amended
in February 2009, is posted on the Companys web site
(www.baldwintech.com) under the Corporate Governance section.
Audit
Committee
The Audit Committee assists the Board in ensuring the quality
and integrity of the Companys financial statements, and
that a proper system of accounting, internal controls and
reporting practices are maintained by the
4
Company. During the fiscal year ended June 30, 2009, the
Audit Committee held nine (9) regular meetings. The Audit
Committee presently consists of Ronald B. Salvagio (Chairman),
Mark T. Becker and Rolf Bergstrom. The charter of the Audit
Committee, as most recently amended in June 2009, is posted on
the Companys web site (www.baldwintech.com) under the
Corporate Governance section. The Board of Directors has
determined that all of the members of the Audit Committee are
independent, as defined by the rules of the SEC and
the NYSE Amex and that Messrs. Salvagio and Becker both
qualify as Audit Committee Financial Experts.
Compensation
Committee
The Compensation Committee has the responsibility for, among
other things, reviewing and making recommendations to the full
Board concerning compensation and benefit arrangements for the
executive officers of the Company, other than the Chief
Executive Officer. The Compensation Committee also administers
the Companys 2005 Equity Compensation Plan (the 2005
Plan). During the fiscal year ended June 30, 2009,
the Compensation Committee met five (5) times and acted by
unanimous written consent two (2) times. The Compensation
Committee presently consists of Claes Warnander (Chairman), Mark
T. Becker (who served as Chairman of the Committee until August
2009) and Judith A. Mulholland. The charter of the
Compensation Committee, as most recently amended in February
2009, is posted on the Companys web site
(www.baldwintech.com) under the Corporate Governance Section.
The Board of Directors has determined that all of the current
members of the Committee are independent as defined
by the rules of the SEC and the NYSE Amex. See also Role
of Compensation Committee in the Compensation Discussion
and Analysis section below.
Nominating
Committee
The Nominating Committee assists the Board in achieving the
highest possible level of performance in fulfilling its
oversight responsibilities. The Nominating Committee is
responsible for implementing processes to assess the Board and
its committees, and reviews the Boards required status,
experience, mix of skills and other qualities to assure
appropriate Board composition. During the fiscal year ended
June 30, 2009, the Nominating Committee met two
(2) times. The Nominating Committee presently consists of
Rolf Bergstrom (Chairman), Mark T. Becker, Judith A. Mulholland,
Ronald B. Salvagio and Claes Warnander. The charter of the
Nominating Committee as adopted in February 2009 is posted on
the Companys web site (www.baldwintech.com) under the
Corporate Governance Section.
Independent
Directors
The Independent Directors set compensation for the Chief
Executive Officer. During the fiscal year ended June 30,
2009, the Independent Directors met four (4) times. The
Independent Directors are Mark T. Becker, Rolf Bergstrom (who
currently serves as Lead Director), Judith A. Mulholland (who
served as Lead Director until November 2008), Ronald B. Salvagio
and Claes Warnander. The Statement of Principles (Charter) of
the Board of Directors, as most recently amended in June 2009
and which sets forth in more detail the duties and
responsibilities of the Board and the Independent Directors, is
posted on the Companys web site (www.baldwintech.com)
under the Corporate Governance section.
5
Stockholder
Communications with Directors
Any stockholder wishing to communicate with the Board or a
specified individual director may do so by contacting the
Companys Corporate Secretary, in writing, at the corporate
address listed on the notice to which this proxy statement is
attached, or by telephone at
(203) 402-1000.
The Corporate Secretary will forward to the Board or the
specified director a written,
e-mail or
phone communication. The Corporate Secretary has been authorized
by the Board to screen frivolous or unlawful communications or
commercial advertisements.
The Board
Nomination Process
The Company established a Nominating Committee in February 2009
comprised of all the Independent Directors. The Lead Director
serves as the Chairman of the Nominating Committee.
The Nominating Committee will implement processes to assess the
Board and its committees and review the Boards required
status, experience, mix of skills and other qualities to assure
appropriate Board composition. The Nominating Committee will
evaluate the qualifications of candidates for Board membership
and recommend to the Board nominees for open or newly created
director positions. The Committee will periodically review the
composition of the Board to determine whether it may be
appropriate to add individuals with different backgrounds or
skill sets from those already on the Board, and submit to the
Board on an annual basis a report summarizing its conclusions
regarding these matters.
The Nominating Committee will consider director candidates
recommended by stockholders as long as such recommendations are
received at least 120 days before the stockholders meet to
elect directors. Accordingly, stockholders who wish to recommend
for consideration by the Nominating Committee a prospective
candidate for election to the Board at the 2010 Annual Meeting
of Stockholders may do so by notifying the Corporate Secretary
in writing at the corporate address listed on the notice to
which this proxy statement is attached no later than
July 11, 2010. The Corporate Secretary will pass all such
stockholder recommendations on to Mr. Bergstrom, the Lead
Director (and Chair of the Nominating Committee) for
consideration by the Nominating Committee. Any such
recommendation should provide whatever supporting material the
stockholder considers appropriate, but should at a minimum
include such background and biographical material as will enable
the Nominating Committee to make an initial determination as to
whether the candidate satisfies the Board membership criteria
set out in the Board of Directors Statement of Principles.
All candidates submitted by a stockholder or stockholder group
are reviewed and considered in the same manner as all other
candidates. No stockholder recommendations of director
candidates were received by the Nominating Committee or the
Independent Directors during the Companys fiscal year
ended June 30, 2009.
6
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Class A Common Stock and Class B
Common Stock as of August 31, 2009 (except where otherwise
noted) based on a review of information filed with the
U.S. Securities and Exchange Commission (SEC)
and the Companys stock records with respect to
(a) each person known to be the beneficial owner of more
than 5% of the outstanding shares of Class A Common Stock
or Class B Common Stock, (b) each Director or nominee
for a directorship of the Company, (c) each executive
officer of the Company or former executive officer named in the
Summary Compensation Table, and (d) all executive officers
and Directors of the Company as a group. Unless otherwise
stated, each of such persons has sole voting and investment
power with respect to such shares.
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Beneficial Ownership
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Amount and Nature of
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Name and Address
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Ownership
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Percent of
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of Beneficial Owner
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Class A(1)
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Class B
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Class A(1)
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Class B
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Gabelli Asset Management, Inc.(2)
One Corporate Center
Rye, New York 10580
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1,772,130
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0
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12.20
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%
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Dimensional Fund Advisors LP(3)
Palisades West, Building One
6300 Bee Cave Road
Austin, Texas 78746
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952,247
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0
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6.56
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%
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Wellington Management Company, LLP(4)
75 State Street
Boston, Massachusetts 02109
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881,819
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0
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6.07
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%
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Akira Hara(5)
Baldwin Japan Limited
MS Shibaura Bldg.
4-13-23 Shibaura, Minato-ku
Tokyo
108-0023,
Japan
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527,935
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(7)
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463,136
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3.52
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%
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40.54
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%
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Gerald A. Nathe(6)
Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, Connecticut 06484
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552,185
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(7)(8)(9)
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198,338
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(10)
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3.71
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%
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17.36
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%
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Karl S. Puehringer(6)
Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, Connecticut 06484
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407,288
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(7)(9)
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1,800
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2.78
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%
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*
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Jane G. St. John(11)
P.O. Box 3236
Blue Jay, California 92317
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358,839
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264,239
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2.42
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%
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24.19
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%
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John P. Jordan
Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, Connecticut 06484
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140,224
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800
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*
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*
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7
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Beneficial Ownership
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Amount and Nature of
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Name and Address
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Ownership
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Percent of
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of Beneficial Owner
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Class A(1)
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Class B
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Class A(1)
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Class B
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Ralph R. Whitney, Jr.
Hammond Kennedy Whitney & Co., Inc.
420 Lexington Avenue Suite 402
New York, New York 10170
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127,799
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100,000
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*
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8.75
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%
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Judith A. Mulholland(6)
4324 Snowberry Lane
Naples, Florida 34119
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108,070
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(7)(12)
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0
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*
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Shaun J. Kilfoyle
Baldwin Technology Company, Inc.
14600 West 106th Street
Lenexa, Kansas 66215
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96,500
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(7)
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0
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*
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Samuel B. Fortenbaugh III(6)
630 Fifth Avenue, Suite 1401
New York, New York 10111
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56,692
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(7)
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106
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*
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*
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Mark T. Becker(6)
Sun Capital Partners, Inc.
5200 Town Center Circle, Suite 470
Boca Raton, FL 33486
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45,799
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(7)
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0
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*
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Rolf Bergstrom(6)
Sodra Villagatan 6
23735 Bjarred, Sweden
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40,799
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(7)
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0
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*
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Claes Warnander(6)
1310 N. Ritchie Court Unit 12B
Chicago, Illinois 60610
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20,465
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0
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*
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Ronald B. Salvagio(6)
7108 Lemuria Circle #202
Naples, Florida 34109
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14,388
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0
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*
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All executive officers and directors of the
Company as a group (including 9
individuals, named above)
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1,481,760
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(7)(8)(9)(12)
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201,044
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(10)
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9.82
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%
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17.60
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%
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* |
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= Less than 1%. |
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(1) |
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Each share of Class B Common Stock is convertible at any
time, at the option of the holder thereof, into one share of
Class A Common Stock. The amount of shares shown as
Class A Common Stock held by a beneficial owner in the
table above includes those shares of Class A Common Stock
issuable upon conversion of the shares of Class B Common
Stock held by the beneficial owner. |
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(2) |
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Amount and Nature of Ownership is based on Amendment No. 22
to a Schedule 13D filed on March 4, 2009 with the SEC
reporting beneficial ownership of securities of the Company held
by affiliates of the beneficial owner, an investment advisor, as
of December 31, 2008; Percent of Class is calculated based
on information set forth in said filing and the Class A
Common Stock outstanding on the record date. |
8
|
|
|
(3) |
|
Amount and Nature of Ownership is based on Amendment No. 2
to a Schedule 13G filed on February 9, 2009 with the
SEC reporting beneficial ownership of securities of the Company
held by the beneficial owner, a registered investment advisor,
on behalf of certain funds as of December 31, 2008; Percent
of Class is calculated based on information set forth in said
filing and the Class A Common Stock outstanding on the
record date. |
|
(4) |
|
Amount and Nature of Ownership is based on a Schedule 13G
filed on February 17, 2009 with the SEC reporting
beneficial ownership of securities of the Company held by the
beneficial owner, a registered investment advisor, on behalf of
its client, Wellington Trust Company, NA, as of
December 31, 2008; Percent of Class is calculated based on
information set forth in said filing and the Class A Common
Stock outstanding on the record date. |
|
(5) |
|
Includes shares owned by A-Plus, Inc., a private company owned
by Mr. Hara. |
|
(6) |
|
Member of the Board of Directors of the Company. |
|
(7) |
|
Includes shares of Class A Common Stock subject to options
which are exercisable within 60 days as follows:
Mr. Nathe, 140,000 shares; Mr. Puehringer,
115,000 shares; Mr. Kilfoyle, 61,000 shares;
Mr. Fortenbaugh, 24,000 shares; Ms. Mulholland,
24,000 shares; Mr. Becker, 18,000 shares;
Mr. Bergstrom, 10,000 shares; Mr. Hara,
5,000 shares; and as to all executive officers and
Directors of the Company as a group, 397,000 shares. |
|
(8) |
|
Includes 21,000 shares of Class A Common Stock held
jointly with Patricia A. Nathe, wife of the beneficial owner;
includes 35,000 shares held in a trust for the benefit of
Mr. Nathes spouse; does not include
160,000 shares which may be issued pursuant to
Mr. Nathes employment agreement with the Company as
more fully described in the Employment Agreements section below. |
|
(9) |
|
Includes shares held in the respective accounts of the
beneficial owners in the Companys profit sharing and
savings plan, as of August 31, 2009, as follows:
Mr. Nathe, 12,847 shares and Mr. Puehringer,
10,490 shares. |
|
(10) |
|
Includes 100,000 shares held in a trust for the benefit of
Patricia Nathe, wife of the beneficial owner, and
98,338 shares held in a trust for the benefit of
Mr. Nathe. |
|
(11) |
|
Amount of Ownership shown in table is as of September 30,
2009 and includes 94,600 shares of Class A Common
Stock held by Mr. and Mrs. St. John as Trustees under a
family trust; includes 3,375 shares of Class B Common
Stock held of record by a trust for the benefit of John St.
John, husband of the beneficial owner, 46,932 shares of
Class B Common Stock held of record by a trust for the
benefit of Mr. and Mrs. St. John, and 213,932 shares
of Class B Common Stock held of record by a trust for the
benefit of the beneficial owner. |
|
(12) |
|
Includes 3,750 shares held jointly with Robert Mulholland,
husband of the beneficial owner. |
To the knowledge of the Company, no arrangement exists the
operation of which might result in a change in control of the
Company.
9
ELECTION
OF DIRECTORS
Under the Companys Certificate of Incorporation, the Board
of Directors (the Board) is divided into three
classes, with each class being as equal in size as possible. One
class is elected each year. Directors in each class hold office
for a term of three years and until their respective successors
are elected and qualified. There are currently eight members of
the Companys Board of Directors; however, the Board has
voted to reduced the size of the Board to seven members
following the retirement of Judith A. Mulholland, effective
immediately preceding the 2009 Annual Meeting of Stockholders.
Mark T. Becker and Ronald B. Salvagio, Class II Directors
(and Judith A. Mulholland, a Class I Director, who is not
standing for re-election) were elected by a plurality vote of
the outstanding shares of Class A Common Stock. Samuel B.
Fortenbaugh III and Rolf Bergstrom, Class I Directors,
Gerald A. Nathe, a Class II Director, and Karl S.
Puehringer and Claes Warnander, Class III Directors, were
elected by a plurality vote of the outstanding shares of
Class A Common Stock and Class B Common Stock, voting
together as a single class.
At this years Annual Meeting, two Directors will be
elected to Class I. If elected, their terms will expire at
the Annual Meeting to be held in 2012. Samuel B.
Fortenbaugh III and Rolf Bergstrom, who are currently
Class I Directors, have been nominated to serve as
Class I Directors. Messrs. Fortenbaugh and Bergstrom
have consented to being named in this proxy statement and will
each serve as a Director, if elected. Messrs. Fortenbaugh
and Bergstrom may be elected by a plurality vote of the
outstanding shares of Class A Common Stock and Class B
Common Stock present, in person or by proxy, and entitled to
vote at the meeting, voting together as a single class.
The Board of Directors knows of no reason why any nominee for
Director would be unable to serve as a Director. If any nominee
should for any reason be unable to serve, the shares represented
by all valid proxies not containing contrary instructions may be
voted for the election of such other person as the Board may
recommend in place of the nominee who is unable to serve.
Set forth below are the names of all continuing Directors and
nominees and certain biographical information with respect to
each such continuing Director and nominee.
Nominees
for election at the 2009 Annual Meeting:
CLASS I
Samuel B. Fortenbaugh III, age 75, practices law. He is a
former Chairman of Morgan Lewis & Bockius LLP, an
international law firm, where he was a senior partner from 1980
until 2001 and a senior counsel from 2001 until 2002. He has
served as a Director of the Company since 1987.
Mr. Fortenbaugh also served as a director and Chair of the
Compensation Committee of Security Capital Corporation, an
employer cost containment and health services and educational
services company, until September 13, 2006 when that entity
was acquired in a merger.
Rolf Bergstrom, age 67, has served as a Director of the
Company since 2003. Mr. Bergstrom has owned and operated
since 1998 a consulting firm, Bergstrom Tillvaxt AB, a company
specializing in strategic planning, managed growth and
restructuring companies.
The Board unanimously recommends a vote FOR each
of the persons nominated to serve as Class I Directors.
10
CLASS II
(Terms will expire at the 2010 Annual Meeting)
Mark T. Becker, age 50, has served as a Director of the
Company since 2001. Since March 2008, Mr. Becker has been
Vice President of Sun Capital Partners, Inc., a private
investment firm. From April 2007 until February, 2008,
Mr. Becker was the Chief Operating Officer and Chief
Financial Officer of Havells Sylvania, an international
subsidiary of Havells India, Ltd., a Delhi based manufacturer of
electronic switchgear and lighting products, listed on the India
National and Mumbai stock exchanges. From May 2004 through April
2007 when the business was sold to Havells, Mr. Becker was
the Chief Financial Officer of SLI Holdings International LLC, a
manufacturer of Sylvania lighting systems.
Gerald A. Nathe, age 68, has been a Director of the Company
since 1987 and has served as Chairman of the Board of the
Company since February 1997. He was Chief Executive Officer from
October 1995 through November 2001 and from October 2002 through
June 2007. He was President of the Company from August 1993
through March 2001 and from October 2002 through June 2005.
Ronald B. Salvagio, age 66, has served as a Director of the
Company since June 2006. Since 2001, Mr. Salvagio has been
President of PRSM, Inc., a management consulting firm. He served
as managing partner corporate finance of Accenture,
a global management consulting and technology services company
from 1997 until 2001.
CLASS III
(Terms will expire at the 2011 Annual Meeting)
Karl S. Puehringer, age 44, has served as a Director of the
Company since June 2006. He was elected Chief Executive Officer
of the Company on July 1, 2007. He also currently serves as
President of the Company, an office he has held since July 2005.
From July 2005 to July 2007, he was the Chief Operating Officer
of the Company. From November 2001 through June 2005,
Mr. Puehringer was a Vice President of the Company,
responsible primarily for the Companys European operations.
Claes Warnander, age 66, has served as a Director of the
Company since November 2007. From June of 2005 until his
retirement in July 2008, Mr. Warnander served as Chairman
of Haldex China, a subsidiary of Haldex, A.B.. He was President
and CEO of Haldex, A.B., a Swedish company, providing systems to
the global vehicle industry, from 1988 to 2005. Haldex A.B. is
listed on the Swedish Stock Exchange.
11
MANAGEMENT
Directors
and Executive Officers
The Directors and executive officers of the Company are as
follows:
|
|
|
Name
|
|
Position
|
|
Gerald A. Nathe
|
|
Chairman of the Board and Director(1)
|
Karl S. Puehringer
|
|
President, Chief Executive Officer and Director(1)
|
John P. Jordan
|
|
Vice President, Chief Financial Officer and Treasurer
|
Peter Hultberg
|
|
Vice President Global Sales and Marketing
|
Steffen Weisser
|
|
Vice President Global Operations
|
Mark T. Becker
|
|
Director(2)(3)(4)
|
Rolf Bergstrom
|
|
Director(3)(4)(5)
|
Samuel B. Fortenbaugh III
|
|
Director(1)
|
Judith A. Mulholland
|
|
Director(2)(4)
|
Ronald B. Salvagio
|
|
Director(3)(4)
|
Claes Warnander
|
|
Director(1)(2)(4)
|
|
|
|
(1) |
|
Member of the Executive Committee. |
|
(2) |
|
Member of the Compensation Committee. |
|
(3) |
|
Member of the Audit Committee. |
|
(4) |
|
Member of the Nominating Committee and an Independent Director. |
|
(5) |
|
Lead Director |
John P. Jordan, age 64, has been Vice President, Chief
Financial Officer and Treasurer of the Company since March 2007.
From 1998 to March 2007, Mr. Jordan was Vice President and
Treasurer of Paxar Corporation, a publicly-traded global
manufacturer of apparel identification products.
Steffen Weisser, age 45, has been Vice
President Gobal Operations of the Company since
July 1, 2009. Since September 2007, he has served as
Managing Director of the Companys German subsidiary,
Baldwin Germany GmbH. Prior to joining Baldwin, Dr. Weisser
was Managing Director of Georg Sahm GmbH, a machine manufacturer
for the textiles and packaging industry in Eschwege, Germany,
from 2003 to 2007.
Peter Hultberg, age 42, has been Vice President
Global Sales and Marketing of the Company since July 1,
2009. He has served since 2006 as Managing Director of the
Companys Swedish subsidiary, Baldwin Jimek, AB, where he
has been part of the management team since 1988.
All of the Companys officers are elected annually by the
Board of Directors and hold their offices at the pleasure of the
Board of Directors.
See Election of Directors for biographies of the
Directors.
12
BOARD OF
DIRECTORS
The Board of Directors has responsibility for establishing broad
corporate policies and for overseeing the management of the
Company, but is not involved in day-to-day operations. Members
of the Board are kept informed of the Companys business by
various reports and documents sent to them as well as by
operating and financial reports presented by management at Board
and Committee meetings. During the fiscal year ended
June 30, 2009, the Board held five (5) regularly
scheduled meetings, three (3) special meetings, and acted
by unanimous written consent seven (7) times.
Director
Compensation
The following table sets forth compensation paid to the
Companys non-employee Directors during the fiscal year
ended June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Option Awards
|
|
|
All Other
|
|
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
(a)
|
|
|
(b)(c)
|
|
|
(c)
|
|
|
($)
|
|
|
($)
|
|
|
Mark T. Becker
|
|
|
46,600
|
|
|
|
13,354
|
|
|
|
287
|
|
|
|
|
|
|
|
60,241
|
|
Rolf Bergstrom
|
|
|
45,100
|
|
|
|
13,354
|
|
|
|
287
|
|
|
|
|
|
|
|
58,741
|
|
Samuel B. Fortenbaugh III
|
|
|
32,100
|
|
|
|
13,354
|
|
|
|
287
|
|
|
|
|
|
|
|
45,751
|
|
Akira Hara(d)
|
|
|
0
|
|
|
|
16,017
|
|
|
|
261
|
|
|
|
182,000
|
(e)
|
|
|
198,278
|
|
Judith A. Mulholland
|
|
|
38,100
|
|
|
|
13,354
|
|
|
|
287
|
|
|
|
|
|
|
|
51,741
|
|
Ronald B. Salvagio
|
|
|
46,600
|
|
|
|
12,044
|
|
|
|
|
|
|
|
|
|
|
|
58,644
|
|
Claes Warnander
|
|
|
36,600
|
|
|
|
8,030
|
|
|
|
|
|
|
|
|
|
|
|
44,630
|
|
Ralph R. Whitney, Jr.(d)
|
|
|
17,250
|
|
|
|
16,017
|
|
|
|
287
|
|
|
|
|
|
|
|
33,554
|
|
|
|
|
(a) |
|
Directors who are not employees of the Company receive a $24,000
annual retainer and a fee of $1,500 for each meeting they attend
of the Board of Directors or a Committee on which they serve.
The Chair of the Audit Committee, the Chair of the Compensation
Committee and the Lead Director of the Independent Directors
each receives an additional $1,000 quarterly. All Directors are
also reimbursed for ordinary, necessary and reasonable expenses
incurred in attending Board and Committee meetings. During the
fiscal year ended June 30, 2009, each of the Companys
non-employee
Directors agreed to reduce their respective annual retainers by
ten (10)% percent. |
|
(b) |
|
The 2005 Equity Compensation Plan (the 2005 Plan)
was adopted at the 2005 Annual Meeting of Stockholders and
amended at the 2008 Annual Meeting of Stockholders. Non-employee
Directors received annual grants of Restricted Stock Awards
(RSAs) or, in the case of foreign directors,
Restricted Stock Units (RSUs) under the 2005 Plan.
Six (6) of the current Directors of the Company each
received awards of RSAs or RSUs of 3,000 shares each on
November 11, 2008. Restrictions on the RSAs and RSUs lapse
one third each year on the anniversary dates of the awards. |
13
|
|
|
(c) |
|
Represents the amount recognized for financial reporting
purposes with respect to Fiscal 2009 for RSAs and RSUs (Stock
Awards) and stock options (Option Awards) granted during the
fiscal year and prior fiscal years, determined in accordance
with Statement of Financial Accounting Standards (SFAS)
No. 123(R). |
|
(d) |
|
Messrs. Hara and Whitney retired as Directors effective
November 11, 2008. |
|
(e) |
|
Mr. Hara did not receive any fees as a Director, but has
and continues to receive consulting fees in the amount of
$40,000 per year (since October 1, 2008, prior to that
time, the fee was $60,000 per year) for his services as a Senior
Advisor to the Company and Baldwin-Japan Ltd., a subsidiary of
the Company; additionally, Mr. Hara receives approximately
$136,000 per year in payments under a non-qualified supplemental
executive retirement plan in connection with his prior
employment with Baldwin Japan. |
AUDIT
COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company
assists the Board in its oversight of the quality and integrity
of the accounting, auditing, and financial reporting practices
of the Company. The committee operates under a written charter
adopted by the Board. A copy of the Audit Committee Charter, as
amended in June 2009, is posted on the Companys web site
under the Corporate Governance section. The committee is
comprised of three non-employee directors, each of whom is
independent as defined by the rules of the SEC and
the NYSE Amex as in effect on the date of this proxy statement.
In addition, the Board has determined that two members of the
committee have accounting or related financial management
expertise. The Chairman, Ronald B. Salvagio, and another member
of the committee, Mark T. Becker, have both been designated as
Audit Committee Financial Experts.
In performing its oversight responsibilities, the committee
reviewed and discussed the audited consolidated financial
statements of the Company as of and for the fiscal year ended
June 30, 2009, with management and Grant Thornton LLP
(GT), the Companys independent registered
public accounting firm. Management has the primary
responsibility for the financial statements and the reporting
process. GT is responsible for expressing an opinion as to
whether these financial statements are presented fairly, in all
material respects, in conformity with accounting principles
generally accepted in the United States.
The committee has reviewed and discussed the consolidated
financial statements of the Company and its subsidiaries, which
are included as Item 8 in the Companys Annual Report
on
Form 10-K
for the fiscal year ended June 30, 2009, with management of
the Company and GT.
The committee also discussed GTs judgment with GT as to
the quality, not just the acceptability, of the Companys
accounting principles and such other matters as are required to
be discussed with GT by the standards of Public Company
Accounting Oversight Board (United States), including those
described in Statement on Auditing Standards No. 61,
Communications with Audit Committees and SEC
Rule 2-07
of
Regulation S-X.
The committee has received the written disclosures and the
letter from GT required by applicable requirements of the Public
Company Accounting Oversight Board and has discussed GTs
independence from the Company with GT. The committee considered
whether the provision of non-audit services by GT to the Company
was compatible with maintaining the independence of GT and
concluded that the independence of GT was not compromised by the
provision of such services.
14
Based on the review and discussions with management of the
Company and GT referred to above, the Audit Committee
recommended to the Board of Directors that the Company publish
the consolidated financial statements of the Company and
subsidiaries for the fiscal year ended June 30, 2009 in the
Companys Annual Report on
Form 10-K
for the fiscal year ended June 30, 2009 and include such
financial statements in its Annual Report to Stockholders.
The Audit Committee
Ronald B. Salvagio, Chairman
Mark T. Becker
Rolf Bergstrom
15
COMPENSATION
DISCUSSION AND ANALYSIS
In this section, we provide an overview and analysis of our
executive officer compensation program and policies. Later in
this proxy statement, there is a series of tables containing
specific information about the compensation earned or paid in
the fiscal year ended June 30, 2009 to the following
individuals who are referred to as our named executive officers
(NEOs): Gerald A. Nathe, our Chairman of the Board,
Karl S. Puehringer, our President and Chief Executive Officer,
John P. Jordan, our Vice President, Chief Financial Officer and
Treasurer, and Shaun J. Kilfoyle, formerly one of our Vice
Presidents.
Compensation
Philosophy and Objectives
The Company recognizes that a critical balance needs to be
maintained between compensation and the successful pursuit of
the Companys long-term performance and business
strategies. The Company compensates its senior executives and
certain other senior management employees, whose contributions
are key to the Companys success, in a manner that the
Company believes will attract and retain high caliber leaders
and motivate its executives and senior management to pursue the
Companys long-term performance and strategic objectives.
To that end, the Company is committed to affording its executive
officers and senior management employees with compensation
competitive for their knowledge, skill, experience, and
responsibilities as well as competitive with the market(s) in
which the Company may be required to compete for executive
and/or
senior management talent.
The Company and the Compensation Committee of the Board of
Directors (the Committee) has implemented a
compensation philosophy that provides for a base compensation,
broad-based benefit plans available to all employees, annual
incentive bonuses and long-term equity compensation in order to
motivate executives and senior management to achieve the
Companys strategic objectives, to align the interests of
executives and senior managers with the interests of its
stockholders, to provide competitive total compensation, to
attract, retain and motivate key management employees and to
reward individual, regional/business unit and corporate
consolidated performance.
Role of
the Compensation Committee
The Committee is comprised of three non-employee Directors of
the Company, each of whom is considered independent
under the rules of the NYSE Amex. The Committee operates
pursuant to a written charter adopted by the Board, a copy of
which is posted on the Companys web site. The purpose of
the Committee is to assist the Board of Directors of the Company
in ensuring that proper systems of long-term and short-term
compensation are in place to provide performance-oriented
incentives and that compensation plans are appropriate and
competitive and properly reflect the objectives and performance
of management and the Company. The principal responsibilities of
the Committee include: 1) to review and make
recommendations to the Board as to the general compensation
policies and practices of the Company for management employees
of the Company, and to review and make recommendations to the
Board as to the adoption or modification of compensation and
benefit plans for executive officers; 2) to review the
performance of the Chief Executive Officer of the Company and
make a recommendation to the Lead Director and other Independent
Directors with respect to the total compensation for the Chief
Executive Officer; 3) to review and make a recommendation
to the entire Board of Directors with respect to the total
compensation of each of the NEOs and such other employees of the
Company and its subsidiaries as the Committee deems appropriate;
4) to administer and approve awards to management-level
employees under the Companys 2005 Plan; 5) to
interpret, administer and approve managements
recommendations as to equity awards for non-management employees
under the Companys 2005 Plan; 6) to review and make
recommendations to the Board for
16
awards under the Companys 2005 Plan to executive officers
of the Company; 7) to review and make recommendations to
the Lead Director and to other Independent Directors of the
Board for awards under the Companys 2005 Plan to the Chief
Executive Officer; 8) to review and make recommendations to
the Board of Directors of the Company as to any contractual or
other special employment arrangements for executive officers
(and other management employees) of the Company or any of its
subsidiaries; 9) to report annually to stockholders of the
Company as to the Committees compensation policies for the
executive officers of the Company, and the basis, including the
factors and criteria, for the compensation paid to the Chief
Executive Officer of the Company; and 10) to review and
make recommendations to the Board with respect to the
compensation of and benefits for directors who are not employees
of the Company.
Specific
Elements of NEO Compensation
General
For each of the NEOs of the Company (except the Chairman) named
in the Summary Compensation Table below, compensation consists
of a base salary, a potential for an incentive cash bonus,
equity compensation awards, and other perquisites. Certain of
these NEOs also have supplemental retirement benefits. The
Committee annually reviews the total compensation package paid
to each of the NEOs and certain other senior management
employees. In fiscal 2009, the Committee and the Companys
human resources group used the consulting firm, Executive
Resource Group, to provide information from their database of
surveys and comparable compensation packages paid to executives
at a broad range of publicly traded manufacturing companies with
market values, revenue sizes, and global operating footprints
similar to those of the Company. The Committee compared the
compensation packages the Company provides to its NEOs with
those benchmarks in determining the appropriateness of the
compensation packages paid to the NEOs and makes adjustments
where appropriate.
Base
Salary
The base salary in place for executives as well as non-executive
employees is intended to attract and retain top level talent as
well as to compensate employees for their knowledge, skill,
experience, and overall job responsibilities.
The salary of Gerald A. Nathe is fixed by an employment
agreement that was negotiated between Mr. Nathe and the
Compensation Committee and approved by the Board of Directors.
Mr. Nathes base salary is subject to an annual
increase based on performance, which is reviewed annually by the
Board of Directors, and the attainment of objectives mutually
agreed upon with the Board of Directors. Recommended annual
increases to Mr. Nathes base salary are subject to
review and approval of the Compensation Committee and the Board
of Directors.
The base salary of Karl S. Puehringer is fixed by an employment
agreement that was negotiated between Mr. Puehringer and
the Compensation Committee and approved by the Independent
Directors of the Board of Directors. Mr. Puehringers
base salary is subject to an annual increase based on
performance, which is reviewed annually by the Independent
Directors of the Board of Directors, and the attainment of
objectives mutually
agreed-upon
with the Independent Directors. Recommended annual increases to
Mr. Puehringers base salary are subject to review and
approval of the Compensation Committee, the Independent
Directors of the Board and the Board of Directors.
17
The base salaries of the other NEOs are also fixed by employment
agreements entered into between the NEOs and the Company and
approved by the Compensation Committee and the Board of
Directors. Under the employment agreements in place, each
NEOs base salary is subject to an annual increase based on
performance, which is reviewed annually by Mr. Puehringer.
Recommended annual increases to the base salaries of the NEOs
are also subject to review and approval of the Compensation
Committee and the Board of Directors. By Letter Agreements dated
January 29, 2009, each of the NEOs agreed to reduce their
respective annual base salaries by ten (10%) percent, effective
February 1, 2009.
See a more detailed description of the terms of each employment
agreement between the Company and an NEO in the Employment
Agreements section below.
Bonus
Executive Officers (except the Chairman) and key management and
non-management employees are eligible to receive cash bonuses
provided through the Companys annual Management Incentive
Compensation Plan (MICP). Each year, the MICP is designed to
reward, recognize and motivate the NEOs and certain other key
management employees for their contributions on a total company
as well as a regional/business unit basis. Each NEO and key
manager participant can earn cash incentive compensation based
on a target bonus percentage of
his/her base
salary upon the achievement of certain MICP performance targets
whose purpose is to focus the Companys attention on
earnings (through Profit Before Tax) and on cash (through
Operating Cash Flow). The individual target award opportunities
for MICP participants range from 7.5% to 50% of base salary with
Mr. Puehringer and Mr. Jordan each participating at
the 50% bonus level and Mr. Kilfoyle participating at the
40% bonus level.
Equity
Compensation Awards
The Companys NEOs as well as certain other management and
non-management employees, who in the judgment of the Chief
Executive Officer, are in a position to contribute significantly
to the Company in order to create stockholder value, receive
either/or a combination of stock options, restricted stock
grants, restricted stock units, and performance shares generally
once per year. Recommendations for issuing options, restricted
stock, restricted stock units and performance shares are
reviewed and approved by the Committee and the Board of
Directors, and, in the instance of the Chief Executive Officer,
by the Independent Directors.
Supplemental
Retirement Benefits
Messrs. Nathe, Puehringer, Jordan and Kilfoyle are entitled
to supplemental retirement benefits (SERPs) in accordance with
their respective employment agreements. A SERP is a
non-qualified defined retirement plan that provides supplemental
retirement income to the named NEO. It provides retirement
benefits in excess of the Companys 401(k) profit sharing
and savings plan because of contribution limitations imposed by
the IRS upon the Companys 401(k) plan. The IRS limit on
earnings ($245,000 for 2009) does not apply for SERP
purposes.
Mr. Nathes employment agreement provides for
compensation to be paid to him, his designated beneficiary or
beneficiaries, or his estate for a period of 15 years or
his life, whichever is longer, following termination of his
employment and subject to a vesting schedule set forth in his
employment agreement. During fiscal year 2009,
18
$100,266 was accrued by the Company on behalf of Mr. Nathe
in connection with his benefit. The amount of the annual
deferred compensation benefit which will be paid to
Mr. Nathe upon retirement is estimated to be $160,000.
Mr. Puehringers employment agreement provides for
compensation to be paid to him, his designated beneficiary or
beneficiaries, or his estate for a period of fifteen
(15) years upon termination of his employment and subject
to a vesting schedule set forth in his employment agreement. The
amount of the annual deferred compensation benefit to be paid to
Mr. Puehringer is based on a final pay formula which
includes years of service and final average base salary. The
amount accrued by the Company on behalf of Mr. Puehringer
in connection with his benefit during fiscal year 2009 was
$41,891. The estimated annual supplemental retirement benefit
payable by the Company to Mr. Puehringer upon retirement is
$115,000. Currently 100% vested, the estimated annual benefit
payable to Mr. Puehringer will be 30% of his average base
salary for his last three (3) years of employment under his
employment agreement.
Mr. Jordans employment agreement provides for a
supplemental retirement benefit to be paid to him for ten
(10) years upon termination of his employment and subject
to a vesting schedule set forth in his employment agreement. The
amount of the annual benefit to be paid to Mr. Jordan is
based on a final pay formula which includes years of service and
final average base salary. The amount accrued by the Company on
behalf of Mr. Jordan in connection with his benefit during
fiscal year 2009 was $80,132. When fully vested (on
March 8, 2012), the estimated annual supplemental
retirement benefit payable by the Company to Mr. Jordan
upon retirement will be $54,654. The estimated annual benefit
payable to Mr. Jordan upon 100% vesting will be 20% of his
average base salary for his last three (3) years of
employment under his employment agreement and assuming a 4%
general salary increase over each of the next three
(3) years.
Mr. Kilfoyles employment agreement provided for a
supplemental retirement benefit to be paid to him for ten
(10) years upon termination of his employment, which
occurred on September 28, 2009, and subject to a vesting
schedule set forth in his employment agreement. The amount of
the annual benefit to be paid to Mr. Kilfoyle is based on a
final pay formula which includes years of service and final
average base salary. The amount accrued by the Company on behalf
of Mr. Kilfoyle in connection with his benefit during
fiscal year 2009 was $33,743. On September 28, 2009,
Mr. Kilfoyles employment with the Company terminated
and as a result, the annual supplemental retirement benefit
payable by the Company to Mr. Kilfoyle will be $61,294. The
benefit payable to Mr. Kilfoyle which is 100% vested, is
based on 30% of his average base salary for the last three
(3) years of his employment prior to termination of his
employment.
Perquisites
Generally, corporate officers are provided the same fringe
benefits as all other Company employees in the U.S., such as
health, dental, vision and prescription drug insurance; group
life insurance; group short and long-term disability insurance;
and participation in a 401(k) plan with a company match. In
addition, NEOs are also provided certain perquisites such as a
monthly car allowance, supplemental life and long-term
disability insurance,
club/membership
fees, legal fees, and accounting/financial advice fees. The
compensation received by each NEO on account of these personal
benefits is shown in the column captioned All Other
Compensation of the Summary Compensation Table below. As
discussed above, Messrs. Nathe, Puehringer, Jordan, and
Kilfoyle also receive supplemental retirement benefits as
provided for in their respective employment agreements.
19
Severance
and
Change-in-Control
Agreements
Messrs. Nathe, Puehringer, Jordan and Kilfoyle are afforded
certain severance and
change-in-control
benefits as provided for in each of their respective employment
agreements with the Company. The specific details of such
severance and
change-in-control
benefits are discussed below under the Potential Payments
upon Termination or Change of Control.
Process
for Setting and Reviewing Compensation
The Committee reviews and determines the compensation for its
executive officers and certain senior managers by identifying
the market value of each position and determining the
appropriate mix of compensation elements in order to maintain
alignment with the Companys goals and objectives. The
Committee considers and compiles compensation data from
proprietary and public surveys that track companies in the
manufacturing sector that are comparable in size and similar in
annual revenues. Where and when appropriate, the Company
and/or the
Committee have the authority to retain the services of outside
compensation consultants to better understand the competitive
marketplace and to assess the appropriateness of the
Companys compensation programs. In addition to the survey
data used to identify specific market levels for direct
compensation, in May 2008 the Company and the Committee also
conducted a baseline study among peer companies concerning short
and long-term compensation practices and trends. This effort
informed the Company about practices of similarly-situated
companies when reviewing and establishing compensation programs
to meet the Companys compensation and strategic
objectives. For this purpose, the Company and Committee
considered a broad range of publicly traded manufacturing
companies with industry classifications, market values, revenue
size and global operating footprints similar to those of the
Company.
The Company peer group used in May 2008 was comprised of the
following companies:
Compensation Design Peers
K-Tron International Inc.
Ampco-Pittsburgh Corp.
Hurco Companies Inc.
Key Technology Inc.
Printronix Inc.
Presstek Inc..
Radisys Corp.
3D Systems Inc.
Flow Intl. Corp.
GSI Group Inc.
Hardinge Inc.
Intevac Inc.
NN Inc.
20
Resources
for Advice on Executive Compensation
The Companys management and human resources department
supports the Committee in its work of reviewing and determining
executive officer compensation. In its support role, management
and the human resources department recommend, but do not
determine, the amount or form of executive and director
compensation. Where and when appropriate, the Company
and/or the
Committee retain the services of outside compensation
consultants to better understand the competitive marketplace and
to assess the appropriateness of the Companys compensation
programs. During Fiscal 2009, the Company and the Committee used
the services of human resource consulting firm Executive
Resource Group for the assessment of pay competitiveness as well
as evaluation of normative market practices for delivering
executive and senior management compensation.
Accounting
and Tax Considerations
Deductibility
of Compensation under Federal Income Taxes
Based on currently prevailing authority, including Treasury
Regulations issued in December, 1995, and in consultation with
outside tax and legal experts, the Committee has determined that
it is unlikely that the Company will pay any amounts with
respect to the fiscal year ending June 30, 2009
(Fiscal 2009) that would result in the loss of a
federal income tax deduction under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the
Code), and accordingly has not recommended that any
special actions be taken, or plans or programs be revised at
this time in light of such tax law provision (except that the
Company intends that stock options granted under the 1996 Plan,
and stock options or other awards made under the 2005 Plan, have
an exercise price which is the fair market value of the stock on
the date of grant and that such options qualify as
performance-based compensation under
Section 162(m) of the Code).
COMPENSATION
COMMITTEE REPORT
The Committee has reviewed and discussed the Compensation
Discussion and Analysis with management. Based on this review
and discussion, the Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be
included in the Companys proxy statement.
This report shall not be deemed to be incorporated by reference
by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, and
shall not otherwise be deemed filed under such statutes.
The Compensation Committee
Mark T. Becker, Chairman
Judith A. Mulholland
Claes Warnander
21
COMPENSATION
COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
None.
SUMMARY
COMPENSATION TABLE
The following table sets forth the aggregate amounts of
compensation earned in the fiscal year ended June 30, 2009
for services rendered in all capacities by the Named Executive
Officers.
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Change in
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Pension
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Non-Equity
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Value and
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Incentive
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Nonqualified
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Stock
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Option
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Plan
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Deferred
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Awards
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Awards
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Compensation
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Compensation
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Name and
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Salary
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Bonus
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($)
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($)
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($)
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Earnings
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All Other
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Principal Position
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Year
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($)
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($)
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(1)
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(1)
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(2)
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($)(3)
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Compensation ($)
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Total ($)
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Gerald A. Nathe
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2009
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$
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335,865
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$
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130,561
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$
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4,010
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|
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$
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100,266
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$
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30,490
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(4)
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$
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601,192
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Chairman
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2008
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$
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350,000
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$
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125,017
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$
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30,961
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$
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101,702
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$
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48,258
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$
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655,038
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2007
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$
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450,000
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|
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$
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70,317
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$
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34,071
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$
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104,063
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$
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276,370
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$
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46,562
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$
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981,383
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Karl S. Puehringer
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2009
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$
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403,039
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$
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336,914
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$
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2,764
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|
|
|
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$
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41,891
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$
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22,618
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(5)
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$
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807,226
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President & CEO
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2008
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$
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400,000
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$
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277,567
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$
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20,426
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$
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182,400
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$
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38,951
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$
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88,975
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$
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1,008,319
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2007
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$
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310,524
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$
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115,883
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$
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22,007
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$
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75,194
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$
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172,769
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$
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145,422
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$
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841,799
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John P. Jordan
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2009
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$
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244,702
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$
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79,445
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$
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80,132
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$
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20,318
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(6)
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$
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424,597
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Vice President, CFO
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2008
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$
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251,539
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$
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50,000
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$
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60,222
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$
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114,000
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$
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72,956
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$
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25,600
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$
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574,317
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and Treasurer
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2007
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$
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78,846
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$
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6,111
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$
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19,269
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$
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25,596
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$
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17,148
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$
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146,970
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Shaun J. Kilfoyle(7)
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2009
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$
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201,790
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$
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33,484
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$
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2,764
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$
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33,743
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$
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9,852
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(8)
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$
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281,633
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Vice President
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2008
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$
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202,845
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$
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33,917
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$
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20,426
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$
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75,307
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$
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91,668
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$
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39,714
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$
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463,877
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2007
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$
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196,661
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$
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20,933
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$
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21,970
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$
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47,857
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$
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108,729
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$
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13,531
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$
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409,681
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Notes:
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(1) |
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Represents the amount recognized for financial reporting
purposes with respect to fiscal 2009 for RSAs and RSUs (Stock
Awards) and Stock Options (Option Awards) granted during the
fiscal year and prior fiscal years, as determined in accordance
with Statement of Financial Accounting Standards (SFAS)
No. 123(R). |
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(2) |
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Includes cash bonus earned, but not paid until the subsequent
year, under the Companys Fiscal 2009, 2008 and 2007 MICP. |
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(3) |
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Represents total change in the present value of the accumulated
benefits under the Companys SERP arrangements (see SERP
table below) for the NEOs from July 1, 2008 (the beginning
of Fiscal 2009) to June 30, 2009 (the end of Fiscal
2009). |
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(4) |
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For Fiscal 2009, the figure includes a $3,908 long-term
disability insurance premium, $3,937 for legal and
accounting/financial advice, a $13,645 life insurance premium, a
$5,212 auto allowance, and a Company contribution of $3,788 to
the named individuals 401(k) profit sharing and savings
plan account. |
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(5) |
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For Fiscal 2009, the figure includes a $3,917 long-term
disability insurance premium, a $5,730 life insurance premium, a
$3,663 auto allowance, a $4,115 club membership fee, a Company
contribution of $3,106 to the named individuals 401(k)
profit sharing and savings plan account and $2,047 for legal and
accounting/financial
advice. |
22
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(6) |
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For Fiscal 2009, the figure includes a $5,074 long-term
disability insurance premium, a $1,620 life insurance premium,
an $8,400 auto allowance, and a Company contribution of $5,224
to the named individuals 401(k) profit sharing and savings
plan account. |
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(7) |
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Mr. Kilfoyles employment with the Company terminated
as of September 28, 2009. |
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(8) |
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For Fiscal 2009, the figure includes a $2,140 life insurance
premium, a $3,163 auto allowance, and a Company contribution of
$4,549 to the named individuals 401(k) profit sharing and
savings plan account. |
Employment
Agreements
Gerald A.
Nathe
Effective June 30, 2007, the Company entered into a new
employment agreement with Gerald A. Nathe, its Chairman,
replacing an earlier agreement dated March 19, 2001 and all
amendments thereto. The new agreement provides that
(a) Mr. Nathe will be paid (i) an annual salary
of $350,000, (this was amended by Letter Agreement dated
January 29, 2009, wherein Mr. Nathe agreed to a ten
(10%) percent reduction in his annual base salary, effective
February 1, 2009), (ii) certain amounts upon
termination of his employment, such amounts to depend upon
whether the termination was initiated by the Company or by
Mr. Nathe, whether the termination was with or without
cause or with or without Company consent, and whether the
termination was due to his death or disability,
(iii) annual deferred compensation in the amount of
$160,000 following the termination of Mr. Nathes
employment, and (b) the transfer by the Company to
Mr. Nathe, at no cost to Mr. Nathe, of up to
160,000 shares of the Companys Class A Common
Stock, in four equal installments of 40,000 shares each,
when, in the case of the first such installment, the market
value of the Companys Class A Common Stock has
attained $7.87 per share and, in the case of each subsequent
installment, such market value has increased by $2.00 per share
over the market value at which the previous installment was
earned. For purposes of clause (a)(iii) above, in the event of
the occurrence of certain events (unless Mr. Nathe votes in
favor of them as a Director of the Company) such as any merger
or consolidation or sale of substantially all of the assets of
the Company or a change in control or liquidation of the
Company, or in the event the Company fails to observe or comply
in any material respect with any of the provisions of his
employment agreement, Mr. Nathe may, within six months of
the happening of any such event, provide notice of termination
of his employment to the Company, and the Company shall be
obligated to pay Mr. Nathe severance in an amount equal to
2.9 times his then annual base salary. Mr. Nathe has agreed
that, for a period of three (3) years after the termination
of his employment under the employment agreement, he will not
compete, directly or indirectly, with the Company.
Karl S.
Puehringer
Effective June 30, 2007, the Company entered into a new
employment agreement with Karl S. Puehringer, its President and
Chief Executive Officer, replacing an earlier agreement dated
July 1, 2005 and all amendments thereto. The new agreement
provides for the Company to pay to Mr. Puehringer
(a) a minimum base salary of $400,000, (this was amended by
Letter Agreement dated January 29, 2009, wherein
Mr. Puehringer agreed to a ten (10%) percent reduction in
his then annual base salary, effective February 1, 2009),
(b) incentive compensation under the Companys MICP,
(c) a supplemental retirement benefit for fifteen
(15) years following termination of his employment, subject
to vesting as set forth in the agreement, and (d) certain
amounts upon termination of his employment, such amounts to
depend upon whether the termination was initiated by the Company
or by Mr. Puehringer, whether the termination was with or
without cause or with or without Company consent, and
23
whether the termination was due to his death or disability. For
purposes of clause (d) above, in the event of (i) any
merger or consolidation or sale of substantially all of the
assets of the Company resulting in a change in control,
(ii) the liquidation of the Company, or (iii) a
material diminution in Mr. Puehringers duties, then
in each such case, Mr. Puehringer may, within six months of
any such event, terminate his employment and be entitled to
receive a severance payment in an amount equal to 2.9 times his
then annual base salary. The agreement expires on June 30,
2012 and, unless terminated with two years prior written
notice, will automatically extend for additional five
(5) year terms. Mr. Puehringer has agreed that, for a
period of three (3) years after the termination of his
employment under the employment agreement, he will not compete,
directly or indirectly, with the Company.
John P.
Jordan
On December 19, 2008, the Company entered into a new
employment agreement with John P. Jordan, its Vice President,
Chief Financial Officer and Treasurer replacing an earlier
agreement dated February 22, 2007. The agreement provides
for the Company to pay to Mr. Jordan (a) a minimum
base salary of $250,000, (this was amended by Letter Agreement
dated January 29, 2009, wherein Mr. Jordan agreed to a
ten (10%) percent reduction in his then annual base salary,
effective February 1, 2009), (b) incentive
compensation under the Companys MICP, (c) a
supplemental retirement benefit for ten (10) years
following termination of his employment, subject to vesting as
set forth in the agreement, and (d) certain amounts upon
termination of his employment, such amounts to depend upon
whether the termination was by the Company or by
Mr. Jordan, whether the termination was with or without
cause or with or without Company consent, and whether the
termination was due to his death or disability. For purposes of
clause (d) above, in the event of (i) any merger or
consolidation or sale of substantially all of the assets of the
Company resulting in a change in control, (ii) the
liquidation of the Company, or (iii) a material diminution
in Mr. Jordans duties, then in each such case,
Mr. Jordan may, within six months of any such event,
terminate his employment and be entitled to receive a severance
payment in an amount equal to his then annual base salary.
Mr. Jordans agreement is for an initial term that
expires on March 8, 2010 and, unless terminated with six
months prior written notice, will automatically extend for
additional three (3) year terms. Mr. Jordan has agreed
that, for a period of three (3) years after the termination
of his employment under the employment agreement, he will not
compete, directly or indirectly, with the Company.
Shaun J.
Kilfoyle
On December 19, 2008, the Company entered into a new
employment agreement with Shaun J. Kilfoyle, its then Vice
President of American Operations, replacing an earlier agreement
dated September 1, 2004. The agreement provided for the
Company to pay Mr. Kilfoyle (a) a minimum base salary
of $186,300, (this was amended by Letter Agreement dated
January 29, 2009, wherein Mr. Kilfoyle agreed to a ten
(10%) percent reduction in his then annual base salary,
effective February 1, 2009), (b) incentive
compensation under the Companys MICP, (c) a
supplemental retirement benefit for ten (10) years
following termination of employment, subject to vesting as set
forth in the agreement, and (d) certain amounts upon
termination of his employment. His employment was for a term of
three (3) years; however, Mr. Kilfoyles
employment with the Company was terminated on September 28,
2009. Mr. Kilfoyle agreed that, for a period of three
(3) years after the termination of his employment under the
employment agreement, he will not compete, directly or
indirectly, with the Company.
24
GRANTS OF
PLAN-BASED AWARDS
FOR THE FISCAL YEAR ENDED JUNE 30, 2009
The following grants were made during the fiscal year ended
June 30, 2009 to the Named Executive Officers pursuant to
the Companys 2005 Equity Compensation Plan and the 2009
Management Incentive Compensation Plan (MICP).
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All Other
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Estimated Future Payouts Under
|
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Stock Awards:
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Non-Equity Incentive Plan Awards
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Number of
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Grant Date Fair
|
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Threshold
|
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Target
|
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Maximum
|
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Shares of
|
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Value of Stock and
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Name
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Grant Date
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($)
|
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($)
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($)
|
|
Stock or Units
|
|
Option Awards ($)(4)
|
|
Gerald A. Nathe
|
|
|
11/11/08
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
40,200
|
|
Karl S. Puehringer
|
|
|
9/16/08
|
(1)
|
|
|
0
|
|
|
|
210,000
|
|
|
|
315,000
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/08
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
60,300
|
|
|
|
|
11/11/08
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
30,150
|
|
John P. Jordan
|
|
|
9/16/08
|
(1)
|
|
|
0
|
|
|
|
127,500
|
|
|
|
191,250
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/08
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,667
|
|
|
|
33,501
|
|
|
|
|
11/11/08
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
|
|
16,749
|
|
Shaun J. Kilfoyle
|
|
|
9/16/08
|
(1)
|
|
|
0
|
|
|
|
81,830
|
|
|
|
122,745
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/08
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
16,080
|
|
|
|
|
11/11/08
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
8,040
|
|
|
|
|
(1) |
|
Award letters were distributed on this date under the
Companys Fiscal 2009 MICP. No payments were earned by or
made to the NEOs under the Fiscal 2009 MICP for the
Companys fiscal year ended June 30, 2009. |
|
(2) |
|
Represents Restricted Stock Awards (RSAs) under the
Companys 2005 Plan, which have restrictions that lapse in
three (3) equal annual installments on the first, second
and third anniversaries of the Grant Date. |
|
(3) |
|
Represents Performance Share Awards (PSAs) under the
Companys 2005 Plan, which have performance targets related
to organic revenue and organic operating income to be met over a
three-year performance period ending June 30, 2011. |
|
(4) |
|
Represents the value of RSAs and PSAs as determined under
SFAS No. 123(R). |
25
OUTSTANDING
EQUITY AWARDS AT JUNE 30, 2009
The following table lists the outstanding stock options,
restricted stock awards, restricted stock unit awards and
performance share awards held at June 30, 2009 by each of
the Named Executive Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
Market
|
|
Unearned
|
|
Unearned
|
|
|
|
|
Shares of
|
|
Shares of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Shares,
|
|
Shares,
|
|
|
|
|
Common Stock
|
|
Common Stock
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Units or
|
|
Units or
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Units of
|
|
Other
|
|
Other
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Stock that
|
|
Stock that
|
|
Rights that
|
|
Rights that
|
|
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
have not
|
|
have not
|
|
have not
|
|
have not
|
|
|
Grant
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)(a)
|
|
($)(1)
|
|
(#)
|
|
($)(1)
|
|
Gerald A. Nathe
|
|
|
8/07/2001
|
|
|
|
40,000
|
|
|
|
|
|
|
$
|
1.05
|
|
|
|
8/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2003
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
1.93
|
|
|
|
11/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/17/2004
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
3.41
|
|
|
|
8/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/14/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,667
|
|
|
$
|
11,667
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
20,000
|
|
|
|
|
|
|
|
|
|
Karl S. Puehringer
|
|
|
11/13/2001
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
1.15
|
|
|
|
11/13/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/13/2002
|
|
|
|
30,000
|
|
|
|
|
|
|
$
|
0.82
|
|
|
|
8/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2003
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
1.93
|
|
|
|
11/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/17/2004
|
|
|
|
35,000
|
|
|
|
|
|
|
$
|
3.41
|
|
|
|
8/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/14/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
6/12/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,333
|
|
|
$
|
43,333
|
|
|
|
|
|
|
|
|
|
|
|
|
3/7/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,333
|
|
|
$
|
33,333
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
$
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
15,000
|
|
John P. Jordan
|
|
|
5/2/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
$
|
6,667
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,333
|
|
|
$
|
13,333
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,667
|
|
|
$
|
16,667
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
|
$
|
8,333
|
|
Shaun J. Kilfoyle
|
|
|
8/13/2002
|
|
|
|
9,333
|
|
|
|
|
|
|
$
|
0.82
|
|
|
|
8/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2003
|
|
|
|
16,667
|
|
|
|
|
|
|
$
|
1.93
|
|
|
|
11/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/17/2004
|
|
|
|
35,000
|
|
|
|
|
|
|
$
|
3.41
|
|
|
|
8/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/14/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
(2)
|
|
$
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(2)
|
|
$
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
(2)
|
|
$
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
(2)
|
|
$
|
4,000
|
|
|
|
|
(1) |
|
Represents the number of shares of unvested stock options or
RSAs or PSAs which remain under restriction multiplied by $1.00,
the fair market value (closing price) of the Companys
Class A Common Stock on June 30, 2009, the last
trading day of Fiscal 2009. |
|
(2) |
|
Mr. Kilfoyles employment with the Company terminated
on September 28, 2009; therefore, he forfeited on that date
all unvested RSAs and PSAs that had been awarded to him. |
26
VESTING
SCHEDULE FOR UNVESTED RSAs AND PSAs
The amounts shown in column (a) of the Outstanding Equity
Awards at June 30, 2009 Table above are RSAs or PSAs that
have not yet vested. The table below shows the vesting schedules
for these outstanding awards. All awards below vest on the
anniversary of the date of grant in the calendar year indicated
except PSAs which are tied to achieving certain targets by the
fiscal year end (June 30) in the calendar year indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
2009
|
|
2010
|
|
2011
|
|
Gerald A. Nathe
|
|
|
11/14/2006
|
|
|
|
11,667
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
6,666
|
|
|
|
6,667
|
|
|
|
6,667
|
|
Karl S. Puehringer
|
|
|
11/14/2006
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
6/12/2007
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
21,666
|
|
|
|
21,667
|
|
|
|
|
|
|
|
|
3/7/2008
|
|
|
|
16,666
|
|
|
|
16,667
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
11/11/2008
|
(2)
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
John P. Jordan
|
|
|
5/2/2007
|
|
|
|
|
|
|
|
6,667
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
6,666
|
|
|
|
6,667
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
5,555
|
|
|
|
5,556
|
|
|
|
5,556
|
|
|
|
|
11/11/2008
|
(2)
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
Shaun J. Kilfoyle
|
|
|
11/14/2006
|
|
|
|
2,500
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
2,500
|
(1)
|
|
|
2,500
|
(1)
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
2,666
|
(1)
|
|
|
2,667
|
(1)
|
|
|
2,667
|
(1)
|
|
|
|
11/11/2008
|
(2)
|
|
|
|
|
|
|
|
|
|
|
4,000
|
(1)
|
|
|
|
(1) |
|
Mr. Kilfoyles employment with the Company terminated
on September 28, 2009; therefore he forfeited on that date
all unvested RSAs and PSAs that had been awarded to him. |
(2) |
|
PSAs. |
27
OPTION
EXERCISES AND STOCK VESTED FOR THE FISCAL
YEAR ENDED JUNE 30, 2009
The following table lists the exercise of stock options and the
lapse of restrictions with respect to restricted stock awards
(RSAs) for each Named Executive Officer during the fiscal year
ended June 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares of
|
|
|
|
Shares of
|
|
|
|
|
Common Stock
|
|
|
|
Common Stock
|
|
Value Realized
|
|
|
Acquired
|
|
Value Realized
|
|
Acquired
|
|
on Vesting
|
|
|
on Exercise
|
|
on Exercise
|
|
on Vesting
|
|
($)
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
(1)
|
|
Gerald A. Nathe
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
|
|
16,583
|
|
|
|
|
|
|
|
|
|
|
|
|
11,666
|
|
|
|
22,165
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
19,000
|
|
Karl S. Puehringer
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
|
13,267
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
19,000
|
|
|
|
|
|
|
|
|
|
|
|
|
21,666
|
|
|
|
41,165
|
|
|
|
|
|
|
|
|
|
|
|
|
16,666
|
|
|
|
12,333
|
|
John P. Jordan
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
|
12,667
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
|
8,067
|
|
Shaun J. Kilfoyle
|
|
|
|
|
|
|
|
|
|
|
3,334
|
|
|
|
6,635
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
4,750
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
4,750
|
|
|
|
|
(1) |
|
Value Realized on Vesting represents the fair market value
(closing price) of the Companys Class A Common Stock
on the date the restrictions on the RSAs lapsed. |
PENSION
BENEFITS (SUPPLEMENTAL RETIREMENT BENEFITS
SERPs)
The table below shows the present value of accumulated benefits
as of the fiscal year ended June 30, 2009 payable to each
of the NEOs and the number of years of service credited to each
of the NEOs under the SERP agreements with each of the NEOs. The
calculation and valuation of the accumulated benefits for fiscal
year ended June 30, 2009 were made by Watson Wyatt
Worldwide, the Companys actuarial consultants, in
accordance with requirements of applicable accounting standards,
including SFAS 87, 88, 130, 132 and 158, and in conformance
with generally accepted actuarial principles and practices. The
material assumptions used in those calculations were set forth
in Note 13 Supplemental
Compensation of the Companys Annual Report on
Form 10-K
for the fiscal year ended June 30, 2009, and are
incorporated by reference herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present
|
|
|
|
|
|
|
Number of Years
|
|
Value of Accumulated
|
|
Payments During
|
|
|
Plan
|
|
Credited Service
|
|
Benefit
|
|
Last Fiscal Year
|
Name
|
|
Name
|
|
(#)
|
|
($)
|
|
($)
|
|
Gerald A. Nathe
|
|
|
SERP
|
|
|
|
19
|
|
|
$
|
2,003,280
|
|
|
|
|
|
Karl S. Puehringer
|
|
|
SERP
|
|
|
|
8
|
|
|
$
|
803,553
|
|
|
|
|
|
John P. Jordan
|
|
|
SERP
|
|
|
|
2
|
|
|
$
|
173,271
|
|
|
|
|
|
Shaun J. Kilfoyle
|
|
|
SERP
|
|
|
|
8
|
|
|
$
|
403,010
|
|
|
|
|
|
Other than the SERP benefits described in the table above, the
Company does not provide its NEOs with any nonqualified deferred
compensation benefits.
28
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The employment agreements that the Company has entered into with
each of the NEOs requires the Company to provide for certain
payments to the NEO in the event of termination of his
employment or a change in control of the Company. The following
table shows estimated payments to each of the Companys
NEOs under his existing contract under various scenarios
involving a termination of employment or a change in control of
the Company, assuming that such individuals employment was
terminated or a change in control of the Company had occurred on
June 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
|
|
Gerald A. Nathe
|
|
Karl S. Puehringer
|
|
John P. Jordan
|
|
Shaun J. Kilfoyle(7)
|
|
Upon termination by the Company Without Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
1,015,000
|
|
|
$
|
1,218,000
|
|
|
$
|
255,000
|
|
|
|
|
|
Accrued but unpaid MICP(1)
|
|
|
|
|
|
$
|
210,000
|
|
|
$
|
127,500
|
|
|
|
|
|
Vested SERP Compensation(2)
|
|
$
|
2,003,280
|
|
|
$
|
803,553
|
|
|
$
|
173,271
|
|
|
|
|
|
Cost of outplacement
|
|
|
|
|
|
$
|
30,000
|
|
|
$
|
15,000
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
$
|
29,868
|
|
|
$
|
14,494
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113,077
|
|
|
$
|
6,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination by Mutual Consent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
|
|
|
|
$
|
210,000
|
|
|
$
|
127,500
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
2,003,280
|
|
|
$
|
803,553
|
|
|
$
|
173,271
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113,077
|
|
|
$
|
6,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination by the Company With Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
2,003,280
|
|
|
$
|
803,553
|
|
|
$
|
173,271
|
|
|
$
|
403,010
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113,077
|
|
|
$
|
6,375
|
|
|
$
|
12,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination by the Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon the occurrence of Certain Events(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
1,015,000
|
|
|
$
|
1,218,000
|
|
|
$
|
255,000
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
|
|
|
|
$
|
210,000
|
|
|
$
|
127,500
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
2,003,280
|
|
|
$
|
803,553
|
|
|
$
|
173,271
|
|
|
|
|
|
Cost of outplacement
|
|
|
|
|
|
$
|
30,000
|
|
|
$
|
15,000
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
$
|
29,868
|
|
|
$
|
14,494
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113,077
|
|
|
$
|
6,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination as a result of Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disability Payment
|
|
$
|
169,892
|
(4)
|
|
$
|
2,623,037
|
(5)
|
|
$
|
163,555
|
(5)
|
|
|
|
|
Accrued but unpaid MICP
|
|
|
|
|
|
$
|
210,000
|
|
|
$
|
127,500
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
2,003,280
|
|
|
$
|
803,553
|
|
|
$
|
173,271
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113,077
|
|
|
$
|
6,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination as a result of Death
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
|
|
|
|
$
|
210,000
|
|
|
$
|
127,500
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
2,003,280
|
|
|
$
|
803,553
|
|
|
$
|
173,271
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113,077
|
|
|
$
|
6,375
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
|
|
Gerald A. Nathe
|
|
Karl S. Puehringer
|
|
John P. Jordan
|
|
Shaun J. Kilfoyle(7)
|
|
Upon termination for Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
|
|
|
|
$
|
210,000
|
|
|
$
|
127,500
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
2,003,280
|
|
|
$
|
803,533
|
|
|
$
|
173,271
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113,077
|
|
|
$
|
6,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon expiration of Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
|
|
|
|
$
|
840,000
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
|
|
|
|
$
|
210,000
|
|
|
$
|
85,000
|
(6)
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
2,003,280
|
|
|
$
|
803,533
|
|
|
$
|
173,271
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
217,417
|
|
|
$
|
29,868
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
46,442
|
|
|
$
|
113076
|
|
|
$
|
6,375
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects the value of the payment under the Companys MICP
assuming the payout was at 100% of the target. |
|
(2) |
|
Reflects the present value of the SERP benefits that would be
provided upon termination. This is not a lump sum payment. |
|
(3) |
|
Upon the occurrence of certain events in each individual
NEOs employment agreement (e.g. the removal of an NEO from
his position, a material diminution of duties or the assignment
of duties that are materially inconsistent with the NEOs
position, merger or sale by the Company with or into another
entity, sale by the Company of substantially all of its assets,
change of a majority of directors of the Company, acquisition by
a person or group of 25% of the voting stock of the Company, or
adoption by the Company of any plan of liquidation), the NEO may
terminate his employment and receive the same payments from the
Company that the Company would have been obligated to pay in the
case of Termination by the Company Without Cause. |
|
(4) |
|
Reflects the present value of disability payments in an amount
equal to 50% of the NEOs monthly base salary payable
through June 30, 2010. This is not a lump sum payment. |
|
(5) |
|
Reflects the present value of disability payments in an amount
equal to 50% of the NEOs monthly base salary payable until
the NEO attains the age of 65. This is not a lump sum payment. |
|
(6) |
|
Reflects the value of the MICP payment assuming the payout was
at 100% of the target and pro-rated for the duration the
agreement was in effect during the fiscal year of expiration. |
|
(7) |
|
Since Mr. Kilfoyles employment with the Company was
terminated on September 28, 2009 for cause, no amounts that
would have been payable to him if his employment had been
terminated for any other reason are included in the table. |
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Samuel B. Fortenbaugh III, a Director of the Company since 1987,
has rendered legal services to the Company since September 2002.
During the fiscal year ended June 30, 2009, the Company
paid $95,000 to Mr. Fortenbaugh for legal services
rendered. Prior to September 2002, Mr. Fortenbaugh was a
partner of the law firm of Morgan Lewis & Bockius LLP,
which firm has rendered legal services to the Company since 1980.
Akira Hara, a Director of the Company from 1989 through 2008,
has served as a strategic advisor to the Company since
January 1, 2004. He is also a non-executive Chairman of
Baldwin Japan Limited, a wholly-owned subsidiary of the Company.
Mr. Hara, as a strategic advisor, receives compensation of
approximately $40,000 per year. In addition,
Mr. Hara also receives benefits under a non-qualified
supplemental executive retirement plan, which expires in 2015 or
upon his death, whichever occurs later. The estimated annual
benefit paid to Mr. Hara under this supplemental plan is
approximately $136,000.
30
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Grant Thornton LLP (GT) audited the accounts of the
Company for the fiscal years ended June 30, 2007,
June 30, 2008 and June 30, 2009.
During the Companys three most recent fiscal years,
neither the Company nor anyone acting on behalf of the Company
consulted GT regarding (i) either (a) the application
of accounting principles to a specified transaction, either
completed or proposed, or (b) the type of audit opinion
that might be rendered on the Companys financial
statements; or (ii) any matter that was either the subject
of a disagreement (as defined in paragraph 304(a)(1)(iv) of
Regulation S-K
and the related instructions to Item 304 of
Regulation S-K)
or a reportable event (as described in
paragraph 304(a)(1)(v) of
Regulation S-K).
The table below provides a summary of the aggregate fees billed
for professional services rendered to the Company by GT during
the fiscal years ended June 30, 2008 and 2009.
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Audit Fees
|
|
$
|
1,323,414
|
|
|
$
|
996,416
|
|
Audit-Related Fees
|
|
$
|
80,891
|
|
|
|
|
|
Tax Fees
|
|
$
|
44,784
|
|
|
$
|
110,871
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
1,449,088
|
|
|
$
|
1,107,287
|
|
|
|
|
|
|
|
|
|
|
In accordance with its charter, the Audit Committee pre-approved
all non-audit fees for fiscal year 2009 listed above. In
addition, the Audit Committee considered the fees for non-audit
services in relation to their assessment of the independence of
GT.
A representative of GT is expected to be present at the Annual
Meeting and will have the opportunity to make a statement if the
representative desires to do so and to respond to appropriate
questions of stockholders.
STOCKHOLDER
PROPOSALS
Stockholders may present proposals for inclusion in the
Companys 2010 proxy statement provided they are received
by the Company no later than June 15, 2010 and are
otherwise in compliance with applicable SEC regulations. A
stockholder who wishes to present a proposal at the 2010 Annual
Meeting of Stockholders when such proposal is not intended to be
included in the Companys 2009 proxy statement must give
advance notice to the Company on or before August 30, 2010,
which, pursuant to SEC rules, is 45 days prior to the first
anniversary of the mailing date of this proxy statement for the
2009 Annual Meeting of Stockholders.
GENERAL
So far as is now known, there is no business other than that
described above to be presented for action by the stockholders
at the meeting, but it is intended that the Proxies will be
voted upon any other matters and proposals that may legally come
before the meeting and any adjournment thereof in accordance
with the discretion of the persons named therein.
31
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORT COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys directors, executive officers, and
persons who own more than 10% of a registered class of the
Companys equity securities to file with the Company, the
SEC, and the NYSE Amex initial reports of ownership and reports
of changes in ownership of any equity securities of the Company.
During Fiscal 2009, to the best of the Companys knowledge,
all required reports were filed on a timely basis, except that
Mr. Jordan, Vice President, Chief Financial Officer and
Treasurer of the Company, filed a late Form 4 report in May
2009 in connection with the disposition of Company stock in
payment of taxes due when certain restrictions lapsed under
Restricted Stock previously awarded to Mr. Jordan. In
making this statement, the Company has relied on the written
representations of its directors and executive officers and
copies of the reports provided to the Company.
ANNUAL
REPORT ON
FORM 10-K
A copy of the Companys Annual Report on
Form 10-K
for the fiscal year ended June 30, 2009, including
financial statements, may be obtained without charge by writing
to the Company Secretary at the above address. The Annual Report
is also available on the Companys website at
www.baldwintech.com under Investor Relations.
OTHER
INFORMATION
The cost of solicitation of Proxies will be borne by the
Company. Solicitation of Proxies may be made by mail, personal
interview, telephone and facsimile by officers, directors and
regular employees of the Company.
Helen P. Oster
Secretary
32
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
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[ X ] |
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PLEASE MARK VOTES |
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AS IN THIS EXAMPLE |
Annual Meeting of Stockholders
to be held November 10, 2009
CLASS A COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of BALDWIN TECHNOLOGY COMPANY,
INC., hereby appoints KARL S. PUEHRINGER, JOHN P. JORDAN and HELEN P. OSTER, and each of them,
attorneys and agents of the undersigned, with full power of substitution to vote all shares of the
Class A Common Stock of the undersigned in said Company at the Annual Meeting of Stockholders of
said Company to be held at the offices of the Company, 2 Trap Falls Road, Suite 402, Shelton,
Connecticut on November 10, 2009 at 10:00 a.m., Eastern Standard Time, and at any adjournments
thereof, as fully and effectually as the undersigned could do if personally present and voting,
hereby approving, ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.
1. To elect two Class I Directors to serve for a three-year term or until their successors are
elected and qualified:
For [ ] Withhold [ ] For All Except [ ]
Samuel B. Fortenbaugh III and Rolf Bergstrom
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
2. |
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To transact such other business as may properly come before the meeting or any adjournment
thereof. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to date and sign this proxy card in the box below.
Detach above card, sign, date and mail in postage paid envelope provided.
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a partnership, please sign in
full partnership name by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS
PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
ANNUAL MEETING MATERIALS ARE
AVAILABLE ON LINE AT
http://www.annualmeeting.baldwintech.com
4702
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
|
|
|
[ X ] |
|
PLEASE MARK VOTES |
|
AS IN THIS EXAMPLE |
Annual Meeting of Stockholders
to be held November 10, 2009
401(k) PLAN
Revoking any such prior appointment, the undersigned, a stockholder of BALDWIN TECHNOLOGY COMPANY,
INC., hereby appoints KARL S. PUEHRINGER, JOHN P. JORDAN and HELEN P. OSTER, and each of them,
attorneys and agents of the undersigned, with full power of substitution to vote all shares of the
Class A Common Stock of the undersigned in said Company at the Annual Meeting of Stockholders of
said Company to be held at the offices of the Company, 2 Trap Falls Road, Suite 402, Shelton,
Connecticut on November 10, 2009 at 10:00 a.m., Eastern Standard Time, and at any adjournments
thereof, as fully and effectually as the undersigned could do if personally present and voting,
hereby approving, ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.
1. To elect two Class I Directors to serve for a three-year term or until their successors are
elected and qualified:
For [ ] Withhold [ ] For All Except [ ]
Samuel B. Fortenbaugh III and Rolf Bergstrom
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
2. |
|
To transact such other business as may properly come before the meeting or any adjournment
thereof. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to date and sign this proxy card in the box below.
Detach above card, sign, date and mail in postage paid envelope provided.
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a partnership, please sign in
full partnership name by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS
PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
ANNUAL MEETING MATERIALS ARE
AVAILABLE ON LINE AT
http://www.annualmeeting.baldwintech.com
7250
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
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|
|
[ X ] |
|
PLEASE MARK VOTES |
|
AS IN THIS EXAMPLE |
Annual Meeting of Stockholders
to be held November 10, 2009
CLASS B COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of BALDWIN TECHNOLOGY COMPANY,
INC., hereby appoints KARL S. PUEHRINGER, JOHN P. JORDAN and HELEN P. OSTER, and each of them,
attorneys and agents of the undersigned, with full power of substitution to vote all shares of the
Class B Common Stock of the undersigned in said Company at the Annual Meeting of Stockholders of
said Company to be held at the offices of the Company, 2 Trap Falls Road, Suite 402, Shelton,
Connecticut on November 10, 2009 at 10:00 a.m., Eastern Standard Time, and at any adjournments
thereof, as fully and effectually as the undersigned could do if personally present and voting,
hereby approving, ratifying and confirming all that said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated hereon.
1. To elect two Class I Directors to serve for a three-year term or until their successors are
elected and qualified:
For [ ] Withhold [ ] For All Except [ ]
Samuel B. Fortenbaugh III and Rolf Bergstrom
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
2. |
|
To transact such other business as may properly come before the meeting or any adjournment
thereof. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to date and sign this proxy card in the box below.
Detach above card, sign, date and mail in postage paid envelope provided.
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a partnership, please sign in
full partnership name by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS
PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
ANNUAL MEETING MATERIALS ARE
AVAILABLE ON LINE AT
http://www.annualmeeting.baldwintech.com
4703