(1) | The amounts in this column, computed in accordance with current Financial Accounting Standard Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock and performance-based restricted stock (market condition for TSR, performance condition for ROIC) awards issued by the Company’s Chief Executive Officer, Chief Financial OfficerCompany for the respective fiscal years. The grant-date fair market values of the time-based restricted stock awards were as follows: Mr. Donahue: $1,733,342 for 2017, $1,683,702 for 2016 and other three Executive Officers who were$537,491 for 2015; Mr. Kelly: $362,993 for 2017, $345,106 for 2016 and $299,198 for 2015; Mr. Gifford: $541,666 for 2017, $436,085 for 2016 and $420,013 for 2015; Mr. Sourisseau: $291,649 for 2017; and Mr. Novaes: $314,978 for 2017 and $297,606 for 2016. The grant-date fair market values of the performance-based restricted stock, assuming instead that the highest paid during 2014.
Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) | All Other Compensation (3) | Total Compensation | | | | | | | | | | | | John Conway | 2014 | $1,075,000 | | $5,938,750 | | $2,530,604 | $ 152,315 | | $ 46,126 | $ 9,742,795 | Chairman of the Board and Chief Executive Officer | 2013 | 1,075,000 | | 5,953,182 | | 1,421,688 | 0 | | 50,574 | 8,500,444 | 2012 | 1,075,000 | | 6,870,042 | | 2,769,200 | 118,317 | | 1,312,884 | 12,145,443 | Thomas Kelly | 2014 | 480,000 | | 816,000 | | 589,536 | 884,838 | | 76,663 | 2,847,037 | Senior Vice President and Chief Financial Officer | 2013 | 450,000 | | 765,000 | | 310,500 | 1,088,134 | | 279,572 | 2,893,206 | Timothy Donahue | 2014 | 615,000 | | 1,537,500 | | 1,195,960 | 1,062,484 | | 13,418 | 4,424,362 | President and Chief Operating Officer | 2013 | 615,000 | | 1,537,500 | | 671,888 | 0 | | 146,634 | 2,971,022 | 2012 | 535,000 | | 1,164,138 | | 958,720 | 938,654 | | 288,802 | 3,885,314 | Raymond McGowan | 2014 | 595,000 | | 1,294,696 | | 932,532 | 1,029,918 | | 27,575 | 3,879,721 | President-Americas | 2013 | 595,000 | | 1,294,696 | | 650,692 | 162,853 | | 109,218 | 2,812,459 | Division | 2012 | 535,000 | | 1,164,138 | | 492,200 | 688,938 | | 226,326 | 3,106,602 | Gerard Gifford | 2014 | 550,000 | | 1,199,000 | | 937,640 | 1,798,318 | | 576,092 | 5,061,050 | President-European Division | 2013 | 506,000 | | 1,103,080 | | 466,735 | 418,714 | | 425,474 | 2,920,003 |
(1) | The amounts in this column, computed in accordance with current Financial Accounting Standard Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock and performance-based restricted stock (market condition) awards issued by the Company for the respective fiscal years. The aggregate grant-date fair market values of the time-based restricted stock awards were as follows: Mr. Conway: $1,979,597 for 2014, $1,373,140 for 2013 and $2,290,016 for 2012; Mr. Kelly: $271,992 for 2014 and $255,017 for 2013; Mr. Donahue: $512,516 for 2014, $512,510 for 2013 and $388,044 for 2012; Mr. McGowan: $431,544 for 2014, $431,553 for 2013 and $388,044 for 2012; and Mr. Gifford: $399,678 for 2014 and $367,692 for 2013. The aggregate grant-date fair market values of the performance-based restricted stock, assuming instead that the highest level of performance conditions were to be achieved, would be as follows: Mr. Conway: $7,264,314 for 2014, $9,641,145 for 2013 and $7,790,554 for 2012; Mr. Kelly: $998,175 for 2014 and $1,073,602 for 2013; Mr. Donahue: $1,880,314 for 2014, $2,157,648 for 2013 and $1,320,108 for 2012; Mr. McGowan: $1,583,731 for 2014, $1,816,954 for 2013 and $1,320,108 for 2012; and Mr. Gifford: $1,466,637 for 2014 and $1,548,051 for 2013. If the minimum level of performance conditions were not to be achieved, the value of the performance-based restricted stock awards would be $0 in all cases. Further detail surrounding the shares awarded, the method of valuation and the assumptions made are set forth in Note Q, “Stock-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.level of performance conditions were to be achieved, would be as follows: Mr. Donahue: $7,126,066 for 2017, $6,394,453 for 2016 and $2,062,218 for 2015; Mr. Kelly: $1,492,306 for 2017, $1,310,629 for 2016 and $1,147,890 for 2015; Mr. Gifford: $2,224,432 for 2017, $1,656,220 for 2016 and $1,611,428 for 2015; Mr. Sourisseau: $1,191,587 for 2017; and Mr. Novaes: $1,295,018 for 2017 and $1,130,223 for 2016. If the minimum level of performance conditions were not to be achieved, the value of the performance-based restricted stock awards would be $0 in all cases. Further detail surrounding the shares awarded, the method of valuation and the assumptions made are set forth in Note P, "Stock-Based Compensation" to the financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. There can be no assurance that the amounts related to performance-based shares will ever be realized by the NEOs. |
(2) | The amounts in this column reflect the increase in actuarial present value of defined benefit retirement plans, including supplemental plans, for the respective fiscal years. Actuarial valuations were based on assumptions that were in accordance with the guidelines of FASB ASC Topic 715 and that are discussed in Note T, "Pension and Other Postretirement Benefits" to the financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The change in value represents the difference between the highest value disclosed for such benefit in prior years and the value of such benefit at the end of the reporting year. |
(3) | The amounts in this column for 2017 include the following items: |
| T. Donahue | T. Kelly | G. Gifford | D. Sourisseau | D. Novaes | | | | | | | Change in Value of SERP Life Insurance | $561,283 | $295,044 | $419,675 | $515,232 | $171,763 | FICA on Change in SERP Valuation | 43,160 | 0 | 154,945 | 0 | 0 | Automobile Allowance | 25,715 | 8,750 | 9,115 | 35,843 | 0 | Defined Contribution Plan Company Contributions * | 4,050 | 4,050 | 4,050 | 66,553 | 4,050 | Overseas Housing Allowance | 0 | 0 | 24,995 | 0 | 0 | Third Country National Expat Benefits ** | 0 | 0 | 382,495 | 0 | 0 | Total | $634,208 | $307,844 | $995,275 | $617,628 | $175,813 |
* | See the Retirement Benefits subsection of the Compensation Discussion and Analysis section of this Proxy Statement for a more complete description of the U.S. and Swiss defined contribution benefit plans applicable to the NEOs. |
(2) | The amounts in this column reflect the increase in actuarial present value of defined benefit retirement plans, including supplemental plans, for the respective fiscal years. Actuarial valuations were based on assumptions that were in accordance with the guidelines of FASB Statement of Financial Accounting Standards No. 87, “Employer’s Accounting for Pensions” (“FAS 87”) and that are discussed in Note V, “Pensions and Other Postretirement Benefits” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Among the items affecting the change in present value in 2014 were lower discount rates and increased longevity assumptions under revised mortality tables. The change in value for Messrs. Conway and Donahue represents the difference between the highest value disclosed for such benefit in prior years and the value of such benefit at the end of 2014. In 2011, Mr. Conway irrevocably waived his rights to retirement benefits under the Senior Executive Retirement Plan that exceed $32 million. |
(3) | The amounts in this column for 2014 include the following items:** | Third Country National Expat Benefits include $315,814 of tax equalization payments for Mr. Gifford. They also include other payments in accordance with the Company's Third Country National Expat Benefits policy, designed to facilitate employees' relocation overseas and to compensate for higher cost-of-living expenses and income taxes over and above those that the relocated employees would have incurred had they remained in their home countries. Mr. Gifford relocated to the U.S. when promoted to Chief Operating Officer in 2017 and receives no Third Country National Expat Benefits in connection with his present position. |
| J. Conway | T. Kelly | T. Donahue | R. McGowan | G. Gifford | | | | | | | Change in Value of SERP Life Insurance | $0 | $63,313 | $0 | $0 | $76,916 | FICA on Change in SERP Valuation | 0 | 0 | 3,468 | 7,225 | 22,021 | Automobile Allowance | 26,915 | 9,450 | 6,050 | 16,450 | 29,429 | Life Insurance* | 15,311 | 0 | 0 | 0 | 0 | Defined Contribution Plan Company Contributions | 3,900 | 3,900 | 3,900 | 3,900 | 3,900 | Overseas Housing Allowance | 0 | 0 | 0 | 0 | 84,690 | Third Country National Expat Benefits ** | 0 | 0 | 0 | 0 | 359,136 | Total | $46,126 | $76,663 | $13,418 | $27,575 | $576,092 |
(4) | Mr. Sourisseau's non-equity compensation for 2017 set forth in the table above has been converted from Swiss Francs into U.S. Dollars at the 2017 average exchange rate of $1.016. |
* | Life Insurance includes insurance premiums for Mr. Conway under a split-dollar life insurance agreement. |
** | Third Country National Expat Benefits include $285,858 of tax equalization payments for Mr. Gifford as well as other payments in accordance with the Company’s Third Country National Expat Benefits policy, designed to facilitate employees’ relocation overseas and to compensate for higher cost-of-living expenses and income taxes over and above those that the relocated employees would have incurred had they remained in their home countries. |
Grants of Plan-Based Awards The following table provides information about the annual incentive bonuses that the Company’sCompany's NEOs were eligible to receive in 2014for 2017 under the Company’s Economic ProfitCompany's Annual Incentive Bonus Plan and stock-based awards granted in 20142017 to each of the Company’sCompany's NEOs under the Company’s 2013Company's Stock-Based Incentive Compensation Plan. There can be no assurance that the fair value of the performance-based stock awarded to the Company’sCompany's NEOs in 20142017 will ever be realized by the NEOs. For further information and the assumptions made in determining the grant-date fair values of the stock awards, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and Notes A and QP to the Company’sCompany's financial statements in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.2017.
Name | Grant Dates of Equity Awards | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | 2014 Grant Date Fair Value of Stock and Option Awards (4) ($) | Grant Dates of Equity Awards | Estimated Future Payouts under Non- Equity Incentive Plan Awards (1) | Estimated Future Payouts under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) | 2017 Grant Date Fair Value of Stock and Option Awards (4) ($) | Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | Minimum ($) | Target ($) | Maximum ($) | Minimum (Shares) | Target (Shares) | Maximum (Shares) | John Conway | 1/03/2014 (5) | 0 | 1,236,250 | | 3,708,750 | | 0 | 81,953 | | 163,906 | 44,666 | 5,938,750 | | Timothy Donahue | | 2/28/2017 (5) | 0 | 1,200,000 | 2,400,000 | 0 | 66,786 | 133,572 | 32,490 | 5,200,004 | Thomas Kelly | 1/03/2014 (6) | 0 | 288,000 | | 864,000 | | 0 | 11,261 | | 22,522 | 6,137 | 816,000 | 02/28/2017 (6) | 0 | 484,000 | 968,000 | 0 | 13,986 | 27,972 | 6,804 | 1,088,964 | Timothy Donahue | 1/03/2014 (7) | 0 | 584,250 | | 1,752,750 | | 0 | 21,217 | | 42,434 | 11,564 | 1,537,500 | | Raymond McGowan | 1/03/2014 (8) | 0 | 476,000 | | 1,428,000 | | 0 | 17,867 | | 35,734 | 9,737 | 1,294,696 | | Gerard Gifford | 1/03/2014 (9) | 0 | 440,000 | | 1,320,000 | | 0 | 16,546 | | 33,092 | 9,018 | 1,199,000 | 2/28/2017 and 4/03/2017 (7) | 0 | 585,125 | 1,170,250 | 0 | 20,876 | 41,752 | 10,167 | 1,625,030 | Didier Sourisseau | | 4/03/2017 (8) | 0 | 353,048 | 706,096 | 0 | 11,252 | 22,504 | 5,508 | 874,978 | Djalma Novaes | | 2/28/2017 (9) | 0 | 432,000 | 864,000 | 0 | 12,137 | 24,274 | 5,904 | 944,972 |
(1) | These amounts represent the range of annual non-equity incentive bonuses for which the NEOs were eligible in 20142017 under the Company’s EPCompany's AIB Plan. For further information relating to the EPAIB Plan, see “Compensation"Compensation Discussion and Analysis – Annual Incentive Bonus.”" For information regarding the actual value of awards earned under the EPAIB Plan for 2014,2017, see the Summary Compensation Table above. |
(2) | These amounts represent the range of stock-based compensation that might be realized under the 20142017 performance-based restricted stock awards. The potential payouts are based on performance and are therefore at risk. The performance measures areawards make up approximately two-thirds of the stock-based compensation. The first performance measure, representing approximately one-third of the stock-based compensation (or half of the performance-based portion), is based upon the Company’s total shareholder return (“TSR”("TSR") achieved by the Company from January 1, 2017 to December 31, 2019 versus the TSR during that same period of a defined peer group of companies that are described in “Compensation"Compensation Discussion and Analysis – Long-Term Equity Incentives”Incentives" above. The second performance measure, representing approximately one-third of the stock-based compensation (or half of the performance-based portion), is based on the Return on Invested Capital ("ROIC") achieved by the Company from January 1, 2017 to December 31, 2019 compared to the ROIC target established by the Compensation Committee. The vesting of the performance-based shares from the 20142017 award will occur in January 2017,2020, with the actual number of shares vesting dependent upon the Company’sCompany's TSR compared to that of the peer group.group and performance against the ROIC target. For further details, refer to Note Q, “Stock-Based Compensation”P, "Stock-Based Compensation" to the Company’sCompany's financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.2017. Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goal. Performance-basedTSR performance-based shares vest upon a “change"change in control”control" of the Company based uponon the Company’sCompany's TSR as compared to that of the peer group at the time of the “change"change in control.”" ROIC performance-based shares vest upon a "change in control" of the Company based on the ROIC of the Company compared to that of the ROIC target from January 1, 2017 until and including the date of the "change in control." Awards to Mr. Sourisseau are deferred shares instead of restricted shares. His shares are issued on the vesting date for restricted shares for the other NEOs. See note (1) on page 41. |
(3) | These amounts represent time-based restricted stock awarded in 2014.2017. Time-based restricted stock vests annually over three years from the date of the award. If a participant terminates employment due to retirement with Committee approval, disability or death, or upon a “change"change in control”control" of the Company, vesting of the award accelerates. |
(4) | These amounts represent the grant-date fair value of time-based restricted stock and performance-based restricted stock awarded in 2014.2017. The grant-date fair value of the time-based restricted stock and ROIC performance-based shares is the $44.32$53.35 per share closing price of the Company’sCompany's Common Stock on the date of the award.award on February 28, 2017. The grant-date fair value of the TSR performance-based shares is $48.31$50.54 for the February 28, 2017 awards and is based on a Monte Carlo valuation model. For Mr. Sourisseau's April 3, 2017 award, along with the additional award issued to Mr. Gifford on that date as a result of his promotion to Chief Operating Officer, the grant-date fair value of the time-based restricted stock and ROIC performance-based shares is the $52.95 per share closing price of the Company's Common Stock on that date. The grant-date fair value of the TSR performance-based shares is $50.78 and is based on a Monte Carlo valuation model. The Committee has determined that approximately two-thirds of the targeted value of stock awards to NEOs should be performance-based. In order for the Company in 20142017 to deliver two-thirds of the value of an NEO’sNEO's targeted long-term equity incentive in performance-based restricted stock, somewhat moreless than one-third of the total number of shares granted were time-based restricted shares, and somewhat lessmore than two-thirds were performance-based restricted shares because the prescribed valuation methods under FASB ASC Topic 718 result in higherlower per unit values for TSR performance-based restricted stock than for time-based restricted stock and ROIC performance-based restricted stock. Further details regarding these shares, the method of valuation and the assumptions made are set forth in Note Q, “Stock-Based Compensation”P, "Stock-Based Compensation" to the financial statements in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.2017. |
(5) | Represents grant to Mr. ConwayDonahue of 126,61999,276 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling 44,66632,490 shares vests over a three-year period as follows: 14,88910,830 shares on January 3, 2015February 28, 2018, 2019 and 2016 and 14,888 shares on January 3, 2017.2020. The remaining 81,95366,786 shares of performance-based restricted stock vest on January 3, 2017February 28, 2020 as follows: 32,490 shares based on the Company’sCompany's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 34,296 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies. The final number of performanceperformance-based shares actually vesting varyingmay vary from 0 to 163,906.133,572. |
(6) | Represents grant to Mr. Kelly of 17,39820,790 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling 6,1376,804 shares vests over a three yearthree-year period as follows: 2,0462,268 shares on January 3, 2015February 28, 2018, 2019 and 2016 and 2,045 shares on January 3, 2017.2020. The remaining 11,26113,986 shares of performance-based restricted stock vest on January 3, 2017February 28, 2020 as follows: 6,804 shares based on the Company’sCompany's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 7,182 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies. The final number of performance-based shares actually vesting varyingmay vary from 0 to 22,522.27,972. |
(7) | Represents grant to Mr. DonahueGifford of 32,78131,043 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling 11,56410,167 shares vests over a three-year period as follows: 3,8552,770 shares on January 3, 2015February 28, 2017 and 20162018, and 3,8542,769 shares on JanuaryFebruary 28, 2020; 620 shares on April 3, 2017. The remaining 21,2172018 and 619 shares on April 3, 2019 and 2020. 17,080 shares of performance-based restricted stock vest on January 3, 2017February 28, 2020 as follows: 8,309 shares based on the Company’sCompany's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 8,771 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies, withcompanies. 3,796 shares of performance-based restricted stock vest on April 3, 2020 as follows: 1,858 shares based on the Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 1,938 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies. The final number of performanceperformance-based shares actually vesting varyingmay vary from 0 to 42,434.41,752. |
(8) | Represents grant to Mr. McGowanSourisseau of 27,60416,760 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based deferred stock totaling 5,508 shares will be issued over a three-year period as follows: 1,836 shares on April 3, 2018, 2019 and 2020. The remaining 11,252 shares of performance-based deferred stock will be issued on April 3, 2020 as follows: 5,508 shares based on the Company's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 5,744 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies. The final number of performance-based shares actually issued may vary from 0 to 22,504. |
(9) | Represents grant to Mr. Novaes of 18,041 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling 9,7375,904 shares vests over a three yearthree-year period as follows: 3,2461,968 shares on January 3, 2015February 28, 2018, 2019 and 2016 and 3,245 shares on January 3, 2017.2020. The remaining 17,86712,137 shares of performance-based restricted stock vest on January 3, 2017February 28, 2020 as follows: 5,904 shares based on the Company’sCompany's ROIC from January 1, 2017 to December 31, 2019 compared to the established ROIC target; 6,233 shares based on the Company's TSR for that same period versus the TSR of a defined peer group of companies, with thecompanies. The final number of performance-based shares actually vesting varyingmay vary from 0 to 35,734.24,274. |
(9) | Represents grant to Mr. Gifford of 25,564 shares of stock-based compensation under the 2013 Stock-Based Incentive Compensation Plan. Time-based restricted stock totaling 9,018 shares vests over a three-year period as follows: 3,006 shares on January 3, 2015, 2016 and 2017. The remaining 16,546 shares of performance-based restricted stock vest on January 3, 2017 based on the Company’s TSR versus the TSR of a defined peer group of companies, with the final number of performance-based shares actually vesting varying from 0 to 33,092. |
Outstanding Equity Awards at Fiscal Year-End The following table shows the number of shares covered by exercisable and unexercisable options (under “Option Awards”"Option Awards") and unvested time-based restricted Common Stock and unvested performance-based restricted Common Stock (under “Stock Awards”"Stock Awards") held by the Company’sCompany's NEOs on December 31, 2014.2017. These outstanding equity awards have been granted to the Company’sCompany's NEOs under the Company’sCompany's 2006 and 2013 stock-based incentive compensation plans.
| Option Awards | Stock Awards | Name | Number of Securities Underlying Unexercised Exercisable Options (Shares) | Number of Securities Underlying Unexercisable Options (Shares) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) (Shares) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (Shares) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | Timothy Donahue | | | | | 59,245 | 3,332,531 | 153,454 | 8,631,788 | Thomas Kelly | | | | | 13,552 | 762,300 | 39,031 | 2,195,494 | Gerard Gifford | 30,000 | | 39.77 | 5/25/2021 | 18,976 | 1,067,400 | 54,140 | 3,045,375 | Didier Sourisseau(4) | | | | | 8,633 | 485,606 | 11,252 | 632,925 | Djalma Novaes | | | | | 11,759 | 661,444 | 33,940 | 1,909,125 |
| Option Awards | Stock Awards | Name | Number of Securities Underlying Unexercised Exercisable Options (Shares) | Number of Securities Underlying Unexercisable Options (1) (Shares) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) (Shares) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) (Shares) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($) | John Conway | | | | | 90,923 | 4,627,981 | 321,859 | 16,382,623 | Thomas Kelly | 40,000 | | 23.45 | 2/20/2017 | 10,532 | 536,079 | 25,139 | 1,279,575 | Timothy Donahue | | | | | 24,225 | 1,233,053 | 68,642 | 3,493,878 | Raymond McGowan (5) | | | | | 21,003 | 1,069,053 | 60,888 | 3,099,199 | Gerard Gifford | 15,000 12,000 | 18,000 | 23.45 39.77 | 2/20/2017 5/25/2021 | 17,068 | 868,761 | 46,173 | 2,350,206 |
(1) | Mr. Gifford’s unvested option awards reported under this column vest in equal tranches of 6,000 shares on May 25, 2015, 2016 and 2017. |
(2) | These amounts represent outstanding unvested time-based restricted stock awards.awards (right to deferred shares in the case of Mr. Sourisseau). Time-based restricted stock vests annually over three years from the date of the award. Accordingly, with respect to awards made in 2012,2015, the remaining one-third vested on January 4, 2015;6, 2018; with respect to awards made in 2013,2016, the second one-third vested on January 8, 2018 and the final one-third will vest on January 8, 2019; and with respect to awards made in 2017, the first one-third vested on February 28, 20152018, the second one-third will vest on February 28, 2019 and the final one-third will vest on February 28, 2016;2020; except that as to a portion of Mr. Gifford's 2017 award and with respect to awards made in 2014,all of Mr. Sourisseau's 2017 award, the first one-third vestedwill vest on JanuaryApril 3, 2015,2018, the second one-third will vest on JanuaryApril 3, 20162019 and the final one-third will vest on JanuaryApril 3, 2017.2020. Mr. Sourisseau also will be issued 3,125 shares on May 14, 2018 under the plan he participated in prior to his promotion to President – European Division. With respect to Mr. Sourisseau, all references to "vesting" herein actually mean issuance of deferred shares. See note (1) on page 41. If a participant terminates employment due to retirement with Committee approval, disability or death, or upon a “change"change in control”control" of the Company, vesting of the unvested time-based restricted and issuance of the deferred stock awards accelerates to the date of termination. |
(3)(2) | Computed as of December 31, 2014.2017. The closing price of the Company’sCompany's Common Stock on December 31, 20142017 was $50.90.$56.25. |
(4)(3) | These amounts represent outstanding unvested performance-based restricted stock (in Mr. Sourisseau's case, unissued deferred stock) at target levels. The range of shares to be receivedvested (issued, in Mr. Sourisseau's case) is 0 to 200% of the target based on the levels of performance achieved under the 20122015 award from January 1, 20122015 to December 31, 2014,2017, under the 20132016 award from January 1, 20132016 to December 31, 2015,2018 and under the 20142017 award from January 1, 20142017 to December 31, 2016.2019. The number reported does not include any additional shares that may be awarded based upon the Company’sCompany's performance but does include shares that may be forfeited based on the Company’sCompany's performance. The vesting date for the performance-based shares awarded in 20122015 was January 4, 2015. At6, 2018. On that time, it was determined that the Company’s total shareholder return versus a defined peer group of companies, which was the performance criterion, placed it in the 44th percentile. As a result, the NEOs forfeited approximately 28% of thedate, all performance-based shares awardedwere forfeited as follows: for Mr. Donahue – 20,705 shares with a value on December 31, 2017 of $1,164,656; for Mr. Kelly – 11,525 shares with a value on December 31, 2017 of $648,281; for Mr. Gifford – 16,179 shares with a value on December 31, 2017 of $910,069; and for Mr. Novaes – 10,144 shares with a value on December 31, 2017 of $570,600. Mr. Sourisseau did not receive performance-based grants in 2012, notwithstanding the Company’s positive total shareholder return over the three-year performance period of approximately 52%. The vesting dates of the performance-based shares that have not vested are February 28, 2016 with respect2015. For further information relating to the 2013 award2018 performance-based share vesting, see "Compensation Discussion and January 3, 2017 with respect to the 2014 award.Analysis – Long-Term Equity Incentives." Rights to the performance-based shares are not forfeited upon death or disability and remain subject to attainment of the performance goal. Performance-based shares may not be forfeited upon retirement at the discretion of the Committee and, if not forfeited, remain subject to attainment of the performance goal. Performance-basedgoals. TSR performance-based shares vest upon a “change"change in control”control" of the Company based upon the Company’sCompany's TSR as compared to that of the peer group at the time of the “change"change in control.” " ROIC performance-based shares vest upon a "change in control" of the Company based upon the ROIC of the Company compared to that of the ROIC target from January 1, 2017 until and including the date of the "change in control." |
(5)(4) | On February 26, 2015, in connection withAll shares listed for Mr. McGowan’s impending retirement from the Company on May 1, 2015, the Company amended its employment agreement with Mr. McGowan in order to extend the period during which Mr. McGowan is prohibited from competing with the Company until December 31, 2017 and to provide for post-employment vesting of certain equity grants previously made to Mr. McGowan.Sourisseau are deferred shares. |
Option Exercises and Stock Vested The following table shows the number of shares of the Company’sCompany's Common Stock acquired and the actual value received during 20142017 upon the exercise of stock options or vesting of stock awards.
| Option Awards | Stock Awards | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) | Value Realized on Vesting (3) ($) | Option Awards | Stock Awards | John Conway | 175,865 | 6,787,513 | 57,111 | 2,539,443 | | Name | | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (2) | Value Realized on Vesting (3) ($) | | | | 33,104 | 1,760,660 | Thomas Kelly | 75,000 | 2,799,963 | 2,198 | 98,954 | 40,000 | 1,188,988 | 13,891 | 740,101 | Timothy Donahue | | | 12,089 | 538,876 | | Raymond McGowan | | | 11,391 | 507,452 | | Gerard Gifford | | | 4,882 | 218,589 | | | 19,791 | 1,054,509 | Didier Sourisseau | | | | 3,125 | 177,906 | Djalma Novaes | | | | 3,810 | 204,009 |
(1) | The amounts in this column calculate the aggregate dollar amount realized upon exercise by multiplying the number of shares subject to outstandingunderlying exercised options times the difference between the market price of the underlying Company Common Stock at the date of exercise and the exercise price of such options. |
(2) | Amounts in this column include onlyboth time-based restricted and performance-based restricted stock that vested in 2014. No2017. Vested shares included in this column include 14,073 performance-based shares vested under the 2011 award because the Company’s TSR versus the defined peer group of companies, which was a performance criterion, placed it in the 19th percentile. Because the percentile was below the 25th percentile threshold for the three-year performance period, the NEOs forfeited all of theMr. Donahue, 7,469 performance-based shares awarded in 2011for Mr. Kelly and scheduled10,975 performance-based shares for vesting in 2014.Mr. Gifford. For further information relating to the vesting of performance-based share awards, see “Compensation"Compensation Discussion and Analysis – Long-Term Equity Incentives.” " |
(3) | The amounts in this column are the aggregate dollar amount realized upon vesting, calculated by multiplying the number of shares of stock times the market value of the Company Common Stock at the date of vesting. |
Pension Benefits The following table shows estimated benefits payable upon retirement to the NEOs under the Company’sCompany's U.S. Pension Plan and Senior Executive Retirement and Restoration Plans, the pension benefits plans maintained by the Company in which the NEOs participate.
Name | Plan
Name (1)(2)
| Number of Years Credited Service (3) | Present Value of Accumulated
Benefit (4)(5)
($)
| John Conway
| Pension Plan
SERP
| 40
40
| 1,574,958
32,000,000 (6)
| Thomas Kelly | Pension Plan
SERP
| 23
23
| 669,727
1,808,207
| Timothy Donahue
| Pension Plan
SERP
| 24
24
| 638,564
5,140,744
| Raymond McGowan
| Pension Plan
SERP
| 13
13
| 535,019
4,342,460
| Gerard Gifford
| Pension Plan
SERP/Restoration Plan
| 32
32
| 1,092,642
3,977,255 (7)
|
Name | Plan Name (1)(2) | Number of Years Credited Service (3) | Present Value of Accumulated Benefit (4)(5) ($) | Timothy Donahue | Pension Plan SERP | 27 27 | 837,498 9,933,453 | Thomas Kelly | Pension Plan SERP | 26 26 | 870,391 4,994,642 | Gerard Gifford | Pension Plan SERP/Restoration Plan (6) | 35 35 | 1,335,512 9,975,826 | Didier Sourisseau | SERP | 27 | 2,760,727 | Djalma Novaes | Pension Plan SERP | 7 18 | 217,870 2,668,981 |
(1) | The U.S. Pension Plan in which theall NEOs except Mr. Sourisseau participate is designed and administered to qualify under Section 401(a) of the Code. For further information, see “Compensation"Compensation Discussion and Analysis – Retirement Benefits.”" |
(2) | The annual benefit for the NEOs under the SERP is based upon a formula equal to (i) 2.25% in the case of Mr. Conway and 2.0% in the cases of the other NEOs of the average of the five highest consecutive years of earnings during the last 10 years of service (consisting of salary and bonus, but excluding stock compensation, and determined without regard to the limits imposed on tax qualifiedtax-qualified plans) times years of service up to twenty years plus (ii) 1.67% in the case1.45% of Mr. Conway and 1.45% in the cases of the other NEOs of such average earnings for the next fifteen years plus (iii) at the discretion of the Compensation Committee, 1% of such average earnings for years of service beyond thirty-five years less (iv) Social Security old-age benefits (and similar benefits provided in foreign jurisdictions) attributable to employment with the Company and the Company-funded portion of the executive’sexecutive's Pension Plan benefits and, with respect tobenefits. In the case of Mr. Conway, his benefits underGifford, the 401(k) Retirement Savings Plan and, with respect to Mr. Gifford,SERP is also reduced by his benefits under the Restoration Plan. For further information, see “Compensation"Compensation Discussion and Analysis – Retirement Benefits.”" |
(3) | Years of service are rounded to the nearest full year. |
(4) | The calculation of the present value is based on assumptions that were in accordance with the guidelines of FAS 87FASB ASC Topic 715 and that are discussed in Note V, “PensionsT, "Pension and Other Postretirement Benefits”Benefits" to the financial statements in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.2017. |
(5) | All of the benefits are vested with respect to the NEOs with exception of the SERP benefits for Messrs. Kelly, Sourisseau and Gifford. Mr. Gifford is vested in his Restoration Plan benefits.Novaes. |
(6) | Mr. Conway has irrevocably waived his right to any lump-sum retirement benefit under the SERP in excess of $32 million. |
(7) | The annual supplemental retirement benefit for Mr. Gifford under the Restoration Plan is equal to the difference between (i) the annual benefit he would have accrued under the U.S. Pension Plan if his target bonus amount were included in compensation for purposes of calculating his benefit under such Plan and if certain statutory limitations on benefit accrual did not apply and (ii) the annual benefit he actually accrued under the U.S. Pension Plan. |
Employment Agreements and Potential Payments Upon Termination
The Company has employment agreements with all of its NEOs. In addition to the compensation and benefits described above, these contracts provide for certain post-employment severance payments in the event of employment termination under certain circumstances. The Committee believes that these contracts provide an incentive to the NEOs to remain with the Company and serve to align the interests of the NEOs and Shareholders, including in the event of a potential acquisition of the Company.
Under thehis employment agreements,agreement, Mr. ConwayDonahue has agreed that, during his employment and for two years thereafter, he shallwill not compete with the Company or solicit Company employees to terminate employment with the Company. Messrs. Kelly, Donahue, McGowan and GiffordAll other NEOs are subject to a similar non-competition provision that is limited to a one-year post-employment period prior to a change in control and two years following a change in control. On February 26, 2015, in connection with Mr. McGowan’s impending retirement from the Company on May 1, 2015, the Company amended its employment agreement with Mr. McGowan in order to extend the period during which Mr. McGowan is prohibited from competing with the Company until December 31, 2017 and to provide for post-employment vesting of certain equity grants previously made to Mr. McGowan. Under the agreementsagreement for alleach of the NEOs, if an executive’sthe executive's employment is terminated because of a voluntary termination (including retirement), disability or death,retirement, the Company will pay the executive (or his estate, if applicable) his base salary through the date of termination or retirement, a pro-rated target (but,bonus payment and any vested retirement, incentive or other benefits. The pro-rated bonus payment is based on the actual bonus for all NEOs except for Mr. Gifford, whose pro-rated payment is based on his target bonus. In the event of death, the compensation is identical to the above except that the pro-rated bonus payment is based on the actual bonus for Messrs. Donahue and Sourisseau, but on the target bonus for Messrs. Kelly, Gifford and Novaes. All payments will be made to the executive's estate in the event of death. In the case of a termination of employment due to a disability, each of the NEOs other than Mr. Donahue will be entitled to his base salary through the date of disability, a pro-rated actual) bonus payment and any vested retirement, incentive or other benefits, plus an annual disability benefit equal to 75% of his base salary. The pro-rated bonus payment is based on the target bonus for Messrs. Kelly, Gifford and Novaes and the actual bonus for Mr. Sourisseau. In the case of Mr. Donahue's disability, he will be entitled to his base salary through the date of disability, an annual disability benefit equal to 100% of his base salary plus a bonus equal to the average annual bonus paid or payable to him for the three most recently completed years, and any vested retirement, incentive or other benefits. If the employment of any of the NEOs is terminated for “Cause,”"Cause," the Company will pay to the executive only the base salary owed through his date of termination and his vested retirement, incentive or other benefits. Under the agreement for Mr. Conway,Donahue, if the employment of the executive is terminated by the Company without Cause or by the executive for “Good Reason”"Good Reason" other than within the 13-month12-month period following a “Change"Change in Control,”" in addition to the executive’sexecutive's base salary through the date of termination, the Company will pay to the executive (i) a pro-rated actual bonus payment and (ii) a lump-sum payment equal to the sum of (i) his target bonus for the year of termination and (ii) an amount equal to three times the sum of the executive’sexecutive's base salary and his target bonus for the year of termination. Under the agreementsagreement for Messrs. Kelly, Donahue, McGowan and Gifford,each of the NEOs, upon the termination of the executive’sexecutive's employment by the Company without Cause other than within the 12-month period following a Change in Control, the Company will pay to the executive (i) his base salary through the date of termination, (ii) a pro-rated targetactual (but, for Mr. Kelly,Gifford, a pro-rated actual)target) bonus payment and (iii) a lump-sum payment equal to the executive’sexecutive's annual base salary. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits.
IfUnder the employment of Messrs. Conway, Donahue or McGowan is terminated by the Company without Cause or by the executiveagreement for Good Reason, during the 13-month period following a Change in Control with respect to Mr. Conway and during the 12-month period following a Change in Control with respect to Messrs. Donahue and McGowan, the Company will pay to such executive (i) his base salary through the date of termination plus (ii) his target bonus for the year of termination plus (iii) a lump-sum payment equal to three times the sumeach of the executive’s base salary and his average bonus over the three completed years prior to the year of termination. Under the agreements for Messrs. Kelly and Gifford,NEOs, if the executive’sexecutive's employment is terminated by the Company without Cause or by the executive for Good Reason, during the 12-month period following a Change in Control, the Company will pay to such executivehim (i) his base salary through the date of
termination plus, (ii) a lump-sum payment equal to three times the sum of the executive’sexecutive's base salary and his average bonus over the three
completed years prior to the year of termination. In addition,On a Change in Control, all stock options and time-based and performance-based restricted stock granted to such executivesthe executive by the Company will become fully vested and, in the case of stock options, immediately exercisable. In addition, on a Change in Control, performance-based restricted stock will vest if the Company has achieved the performance goals between the relevant grant date(s) and the date of the Change in Control. In all such cases, the Company will also pay to the executive any vested retirement, incentive or other benefits. Under the Agreements for Messrs. Donahue and McGowan, to the extent an executive would be subject to the excise tax under Code Section 4999 on the amounts or benefits to be received from the Company and required to be included in the calculation of payments contingent on a Change in Control for purposes of Code Section 280G, the Company will pay to the executive an additional amount so that the executive will receive the full amount owed to him under his employment agreement, without regard to the excise tax or any other taxes imposed on the additional payment. Under the Agreements for Messrs. Conway, Kelly and Gifford, toTo the extent that the executive would be subject to the excise tax under Code Section 4999 on the amounts and benefits received on a Change in Control for purposes of Code Section 280G, either (i) such amounts and benefits will be reduced or delayed by the minimum amount necessary such that no portion of the amount or benefits is subject to the excise tax or (ii) the full amount and benefits shall be paid, whichever, after taking into account all applicable taxes, including the excise tax, results in the executive’sexecutive's receipt, or an after-tax basis, of the greater amount and benefits.
The following table provides estimates of the potential severance and other post-termination benefits each NEO would receive assuming his employment was terminated as of December 31, 2014.2017. Name | Benefit | Termination upon Retirement, Disability or Death (2) ($) | Resignation for Good Reason prior to a Change in Control ($) | Termination without Cause prior to a Change in Control ($) | Termination without Cause or Resignation for Good Reason after a Change in Control (3) ($) | Timothy Donahue | Salary: | | 3,000,000 | 3,000,000 | 3,000,000 | | Bonus: | 2,295,600 | 5,895,600 | 5,895,600 | 5,264,044 | | Accelerated Restricted Stock Vesting: (1) | 3,332,531 | | | 11,964,319 | | Total: | 5,628,131 | 8,895,600 | 8,895,600 | 20,228,363 | Thomas Kelly | Salary: | | | 605,000 | 1,815,000 | | Bonus: | 925,982 | | 925,892 | 2,485,348 | | Accelerated Restricted Stock Vesting:(1) | 762,300 | | | 2,957,794 | | Total: | 1,688,282 | | 1,530,892 | 7,258,142 | Gerard Gifford | Salary: | | | 640,000 | 1,920,000 | | Bonus: | 608,000 | | 608,000 | 3,617,480 | | Accelerated Restricted Stock Vesting: (1) | 1,067,400 | | | 4,112,775 | | Total: | 1,675,400 | | 1,248,000 | 9,650,255 | Didier Sourisseau | Salary: | | | 501,633 | 1,504,899 | | Bonus: | 699,726 | | 699,726 | 1,355,556 | | Accelerated Restricted Stock Vesting: (1) | 485,606 | | | 1,118,531 | | Total: | 1,185,332 | | 1,201,359 | 3,978,986 | Djalma Novaes | Salary: | | | 540,000 | 1,620,000 | | Bonus: | 635,904 | | 635,904 | 1,130,985 | | Accelerated Restricted Stock Vesting: (1) | 661,444 | | | 2,570,569 | | Total: | 1,297,348 | | 1,175,904 | 5,321,554 |
Name | Benefit | Termination upon Retirement, Disability or Death ($) | Resignation for Good Reason prior to a Change in Control ($) | Termination without Cause prior to a Change in Control ($) | Termination without Cause or Resignation for Good Reason after a Change in Control ($) | John Conway | Salary: | | 3,225,000 | 3,225,000 | 3,225,000 | | Bonus: | 1,236,250 | 4,945,000 | 4,945,000 | 8,641,388 | | Accelerated Restricted Stock Vesting: (1) | 4,627,981 | | | 21,010,604 | | Additional Health Care Benefits: (2) | 190,133 | | | 190,133 | | Total: | 6,054,364 | 8,170,000 | 8,170,000 | 33,067,125 | Thomas Kelly | Salary: | | | 480,000 | 1,440,000 | | Bonus: | 589,536 | | 589,536 | 823,548 | | Accelerated Restricted Stock Vesting:(1) | 536,079 | | | 1,815,654 | | Total: | 1,125,615 | | 1,069,536 | 4,079,202 | Timothy Donahue | Salary: | | | 615,000 | 1,845,000 | | Bonus: | 584,250 | | 584,250 | 3,327,658 | | Accelerated Restricted Stock Vesting: (1) | 1,233,053 | | | 4,726,931 | | Additional Health Care Benefits: (2) | | | | 855,696 | | Tax Gross-Up: (3) | | | | 9,472,422 | | Total: | 1,817,303 | | 1,199,250 | 20,227,707 | Raymond McGowan | Salary: | | | 595,000 | 1,785,000 | | Bonus: | 476,000 | | 476,000 | 2,877,212 | | Accelerated Restricted Stock Vesting:(1) | 1,069,053 | | | 4,168,252 | | Additional Health Care Benefits: (2) | | | | 263,099 | | Tax Gross-Up: (3) | | | | 8,342,654 | | Total: | 1,545,053 | | 1,071,000 | 17,436,217 | Gerard Gifford | Salary: | | | 550,000 | 1,650,000 | | Bonus: | 440,000 | | 440,000 | 1,093,765 | | Accelerated Restricted Stock Vesting: (1) | 868,761 | | | 3,218,967 | | Accelerated Stock Option Vesting: (4) | | | | 200,340 | | Total: | 1,308,761 | | 990,000 | 6,163,072 |
(1) | The vestingIn the case of time-based and performance-based restricted stock awards accelerates upon (i) termination for retirement with Committee approval, death or disability or (ii) termination without Cause or resignation for Good Reason after a Change in Control. In the case of acceleration due to retirement, disability or death, the vesting of time-based restricted stock awards (or issuance of deferred stock, in Mr. Sourisseau's case) accelerates and the performance-based shares remain outstanding, subject to performance conditions until the performance period ends. Accordingly, no performance share compensation has been provided for terminations upon retirement, disability or death because payout cannot be assured. On a Change in Control, all time-based restricted stock will become vested, and performance-based restricted stock will vest if the Company has achieved the performance goals between the grant date(s) and the date of the Change in Control. For termination after a Change in Control, it is assumed that the target level of performance share compensation has been included.will be achieved. For further details, refer to the Outstanding Equity Awards at Fiscal Year-End table above and Note Q, “Stock-Based Compensation”P, "Stock-Based Compensation" to the Company’sCompany's financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.2017. |
(2) | The additional health care coverage set forthbonus amounts in this column assume a retirement scenario. In death or disability scenarios, the amounts for some of the NEOs would be lower because, in these cases, bonus calculations are based on target, and not actual, bonus amounts. |
(3) | As indicated in the first columnPension Benefits table, each of this row relates to retirement. Coverage related to disability would be valued at $261,477 for Mr. Conway, $1,169,372 for Mr.our NEOs is a participant in the Company's SERP. Currently, with the exceptions of Messrs. Donahue and $389,815 for Mr. McGowan.Gifford, the SERP benefits are unvested. However, under the terms of the SERP, in the event of a change in control, each NEO shall become 100% vested in his SERP benefit. In addition, as soon as administratively practicable but in no event more than 10 business days after a change in control, all benefits under the SERP will be paid to each NEO in a cash lump sum. |
(3) | In the event of a Change in Control, vested benefits under the Company’s Senior Executive Retirement Plan (see “Compensation Discussion and Analysis – Retirement Benefits”) will be distributed in a lump sum. See “Pension Benefits” above. The Company has agreed to reimburse these NEOs for all taxes imposed on such lump-sum payments and such reimbursement. In addition, upon a Change in Control, NEOs may be subject to certain excise taxes under Code Section 4999 related to parachute payments under Code Section 280G. The Company has agreed to reimburse these NEOs for those excise taxes as well as any income and excise taxes payable by the NEO as a result of any reimbursements for the Code Section 4999 excise taxes. The amounts in the table are based on a Code Section 4999 excise tax rate of 20%, a federal income tax rate of 39.6%, a Medicare supplemental tax rate of 2.35% and a combined state and local tax rate of 4.07%. |
Pay Ratio Disclosure
Federal law requires that we disclose the ratio of our CEO's total compensation to the total compensation of our median employee (excluding the CEO). To determine this ratio we utilized our global workforce consisting of all U.S., non-U.S., full-time, part-time and temporary employees of the Company and its consolidated subsidiaries employed as of December 31, 2017. No assumptions, adjustments, or estimates with respect to compensation were made, except that the compensation was annualized for all full-time employees who began employment during 2017. The Company identified its median employee by using total compensation from the Company's payroll records as of December 31, 2017. The median employee's total compensation was recalculated using the same methodology used to calculate the Total Compensation of the CEO as set forth in the Summary Compensation Table included in the Executive Compensation section of this Proxy Statement. The median employee's total compensation was $37,800, and the total compensation of the CEO was $11,939,960. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the Company, except the CEO, is 316:1. (4) | The accelerated stock option vesting amount for Mr. Gifford represents the difference between the closing stock price of $50.90 at December 31, 2014 and the exercise price on the grant date, May 25, 2011, multiplied by the number of unvested shares subject to outstanding options as of December 31, 2014. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
The firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, was the independent auditor for the most recently completed fiscal year. The Audit Committee has appointed PricewaterhouseCoopers as independent auditors to audit and report on the Company’sCompany's financial statements for 2015.2018. PricewaterhouseCoopers performs annual audits of the Company’sCompany's financial statements and assists the Company in the preparation of various tax returns around the world. A representative or representatives of PricewaterhouseCoopers are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. Such representatives are also expected to be available to respond to questions raised orally at the Annual Meeting or submitted in writing to the Office of the Secretary of the Company before the Annual Meeting.
The Audit Committee reviewed the fees of PricewaterhouseCoopers for the fiscal years ended December 31, 20142017 and December 31, 2013.2016. The Company paid fees in the following categories. categories: (1) Audit Fees were for professional services rendered for the audits of effectiveness of the internal control over financial reporting and consolidated financial statements of the Company, including the U.S. integrated financial statement and internal controls audit, statutory audits, issuance of comfort letters, consents and assistance with and review of documents filed with the SEC. (2) Audit-Related Fees includewere for fees for due diligence in connection with mergers and acquisitions and other assurance relatedassurance-related services performed in connection with statutory requirements in various countries. (3) Tax Compliance Fees were for services rendered for tax compliance, including the preparation of tax returns and claims for refunds. (4) Tax Advisory Services Fees were for tax planning and advice. (5) All Other Fees were for services rendered for assistance provided primarily to non-U.S. subsidiaries. The amount of fees for each category in 20142017 and 20132016 are set forth below.
| 2014 | 2013 | Audit Fees | $7,858,000 | $7,161,000 | Audit-Related Fees | 474,000 | 753,000 | Tax Compliance Fees | 455,000 | 527,000 | Tax Advisory Services Fees | 1,100,000 | 606,000 | All Other Fees | 1,000 | 18,000 |
| 2017 | 2016 | Audit Fees | $6,204,000 | $7,191,000 | Audit-Related Fees | 830,000 | 383,000 | Tax Compliance Fees | 290,000 | 556,000 | Tax Advisory Services Fees | 1,599,000 | 1,058,000 | All Other Fees | 102,000 | 197,000 |
All of the services described above were approved by the Audit Committee. The Audit Committee also evaluated whether the non-audit fees paid to PricewaterhouseCoopers are compatible with maintaining their independence as auditors. The Audit Committee reviews each year the level of Audit and Audit RelatedAudit-Related Fees in relation to all other fees paid to the independent auditors. In carrying out this responsibility, the Audit Committee may obtain input from Company management on the general level of fees. The Audit Committee pre-approves all audit and permitted non-audit services, and related fees, to be performed by itsthe Company's independent auditors. In addition to the Audit Committee’sCommittee's annual pre-approval, under the Audit Committee Charter the ChairpersonChair of the Audit Committee has the authority to review and approve other services that may arise during the year with proposed fees up to $250,000 per transaction and reports back any such approvals to the full Audit Committee. Pursuant to this authority, during 20142017 the ChairpersonChair reviewed and approved services with fees totaling less than $26,000 in the aggregate. approximately $250,000.
The Audit Committee provides assistance to the Board of Directors by its oversight of the financial accounting practices and the internal controls of the Company and represents the Board in connection with the services rendered by the Company’sCompany's independent auditors, who report directly to the Audit Committee.
In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with the Company’sCompany's management and its independent auditors the audited financial statements for the fiscal year ended December 31, 20142017 and the Company’sCompany's system of internal controls and its effectiveness. Management is responsible for the financial statements and the reporting process, including the system of internal controls, and has represented to the Audit Committee that such financial statements were prepared in accordance with generally accepted accounting principles. The Company’sCompany's independent auditors, PricewaterhouseCoopers LLP, are responsible for expressing an opinion as to whether the financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Company in accordance with generally accepted accounting principles in the United States. PricewaterhouseCoopers has informed the Audit Committee that they have given such an opinion with respect to the audited financial statements for the fiscal year ended December 31, 2014.2017. The Audit Committee discussed with the independent auditors the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”("PCAOB"). In addition, the Audit Committee discussed with the independent auditors the auditors’auditors' independence from the Company and its management, including the matters in the written disclosures and letter which were received by the Audit Committee from the independent auditors as required by applicable requirements of the PCAOB regarding the independent auditors’auditors' communications with the Audit Committee regarding independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. 2017. This report is respectfully submitted on February 25, 201521, 2018 by the members of the Audit Committee.
Jenne Britell, Chairperson | Caesar Sweitzer, Chair Andrea Funk Rose Lee Josef Müller Thomas Ralph
Caesar Sweitzer
William Urkiel
|
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS |
The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors to audit and report on the Company’s financial statements for 2015.
Although the submission to Shareholders of the appointment of PricewaterhouseCoopers is not required by law or the Company’s By-Laws, the Audit Committee believes it is appropriate to submit this matter to Shareholders to allow a forum for Shareholders to express their views with regard to the Audit Committee’s selection. In the event Shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment of PricewaterhouseCoopers.
The Board of Directors Recommends a Vote FOR the Ratification of the
Appointment of PricewaterhouseCoopers LLP as Independent Auditors.
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
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At the Annual Meeting, the Company will conduct a non-binding advisory Shareholder vote on executive compensation, commonly referred to as “say-on-pay.” The Company currently conducts advisory votes on executive compensation on an annual basis, and it expects to conduct the next advisory vote at the Company’s 2016 Annual Meeting of Shareholders.
The Board of Directors encourages Shareholders, in deciding whether to vote in favor of the advisory resolution below, to review the Compensation Discussion and Analysis section of this Proxy Statement, including the tables and related narrative, for details regarding the Company’s executive compensation program and 2014 compensation of Named Executive Officers.
The Board of Directors believes that the executive compensation program aligns the compensation of the Company’s executive management with the long-term interests of Shareholders. To align these interests, the Company compensates executive management with time-based and performance-based restricted stock and also ties a significant portion of executive cash compensation to performance-based metrics that drive Shareholder value.
RESOLVED, that the Shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosure contained in the Company’s Proxy Statement for its 2015 Annual Meeting.
Although the vote is non-binding, the Board of Directors and the Compensation Committee expect to take into account the outcome of the vote when considering future executive compensation.
The Board of Directors Recommends an Advisory Vote FOR the Approval
of this Resolution on Executive Compensation.
PROPOSAL 4: APPROVAL OF THE 2015 ANNUAL INCENTIVE BONUS PLAN
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The Board of Directors has adopted, and recommends that our Shareholders approve, the Crown Holdings, Inc. 2015 Annual Incentive Bonus Plan (the “AIP”). The AIP provides for cash bonus payments to a wide range of management employees, including our NEOs, based on the achievement of pre-established performance goals over a performance period determined by the Compensation Committee (the “Committee”) or, in the case of participants who are not subject to either Section 16 of the Securities Exchange Act or Internal Revenue Code Section 162(m), the Committee’s delegate(s). With respect to our NEOs, the AIP permits the Committee to approve annual bonus opportunities for them on substantially similar terms and conditions as are currently provided to them under our EP Plan, as described above.
If the AIP is approved by our Shareholders, the Committee will have the discretion to grant annual bonus opportunities to our NEOs that qualify for an exemption from the limitation under Section 162(m) of the Code on the deductibility of annual compensation in excess of $1 million paid to our CEO and our three other most highly compensated officers other than our CFO (“Qualified Bonuses”). Because our Executive Officers are eligible to participate in and receive payments under the AIP, they have an interest in this proposal.
The following general description of certain features of the AIP is qualified in its entirety by reference to the AIP that was filed with the SEC as an appendix to the Company’s Proxy Statement which is available at http://www.crowncork.com/investors/proxy-online.
The general purpose of the AIP is to provide the possibility of additional compensation for a wide range of management employees based on the achievement of pre-determined performance goals. The Company believes that the bonus opportunities provided to its employees under the AIP are an important component of a competitive compensation package.
The AIP will be administered by the Committee or, if appointed by the Board of Directors, a subcommittee thereof which consists exclusively of two or more members of the Board of Directors who are non-employee “outside directors” within the meaning of Section 162(m) of the Code. Subject to the other provisions of the AIP, the Committee has the authority to:
| · | select employees to participate in the AIP; |
| · | establish and administer the performance goals and the bonus opportunities applicable to each participant and certify whether the performance goals have been attained; |
| · | construe and interpret the AIP and any agreement or instrument entered into under or in connection with the AIP; |
| · | establish, amend, and waive rules and regulations for the AIP’s administration; and |
| · | make all other determinations that may be necessary or advisable for the administration of the AIP. |
The Committee may, and intends that it will, delegate its administrative authority under the AIP to one or more officers of the Company to select, grant and administer bonus opportunities for participants who are not subject to either Section 16 of the Exchange Act or Code Section 162(m).
The Board of Directors may, at any time, amend or terminate the AIP in whole or in part; provided, however, that no amendment with respect to, or affecting, bonuses intended to satisfy the performance-based requirements of Section 162(m) of the Code that would require the consent of Shareholders pursuant to Section 162(m) of the Code will be effective without such consent.
All employees of the Company and our subsidiaries and affiliates shall be eligible to be selected by the Committee to participate in the AIP. The Committee expects that each of our NEOs and a wide range of the Company’s management team will participate in the AIP.
Bonuses
Under the terms of the AIP, the Committee has the authority to grant bonuses that are intended to be Qualified Bonuses, and the Committee and, if applicable, its delegate(s) have the authority to grant bonuses that are not intended to be Qualified Bonuses.
Within respect to each performance period under the AIP, the Committee or, if applicable, its delegate(s) will establish:
| · | the performance goals applicable to each such participant (including, as the Committee or, if applicable, its delegate(s) deem advisable, threshold, target and maximum levels of performance); |
| · | each participant’s target and, if applicable, threshold and maximum bonus opportunities; |
| · | the method for computing the amounts of bonuses payable under the AIP to each participant if the applicable performance goals are attained in whole or in part; and |
| · | whether bonuses with respect to a participant who is subject to Code Section 162(m) are intended to be Qualified Bonuses. |
Qualified Bonuses are subject to special requirements, which include, among others, the following:
| · | Qualified Bonuses must be based solely on the attainment of one or more objective performance goals (as described below) and may not be based on subjective criteria. |
| · | The maximum aggregate Qualified Bonuses that may be payable to any participant under the AIP in any fiscal year of the Company shall not exceed $5,000,000. |
| · | The Committee may not retain any discretion to increase the amount of Qualified Bonuses that would otherwise be due upon attainment of the relevant performance goals; provided that the Committee may exercise negative discretion to reduce any amount that would otherwise be payable to a participant upon the attainment of performance goals. |
| · | Payment of any Qualified Bonus is contingent upon the Committee’s certifying in writing that the performance goals and any other material terms applicable to such Qualified Bonus were in fact satisfied. |
Performance Goals
Performance goals for a performance period with respect to bonuses that are intended to be Qualified Bonuses may include any one or more of the following criteria set forth below as they relate to the Company, our subsidiaries or affiliates (or any division, business unit or department thereof) and may be measured on an absolute or relative basis (e.g., against an external index such as a group of peer companies, industry groups or a financial market index):
The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors to audit and report on the Company's financial statements for 2018.
| · | diluted earnings per share |
Although the submission to Shareholders of the appointment of PricewaterhouseCoopers is not required by law or the Company's By-Laws, the Audit Committee believes it is appropriate to submit this matter to Shareholders to allow a forum for Shareholders to express their views with regard to the Audit Committee's selection. In the event Shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment of PricewaterhouseCoopers. | · | diluted net income per share |
| · | return on shareholder equity |
The Board of Directors Recommends a Vote FOR the Ratification of the | · | modified operating cash flow |
| · | return on capital or invested capital |
| · | net income or segment income |
| · | earnings (or net income) before interest, taxes, depreciation and amortization |
| · | improvements in capital structure |
| · | gross, operating or other margins |
| · | budget and expense management |
| · | completion of acquisitions or business expansion |
| · | economic value added or other value added measurements |
| · | regulatory body approvals for commercialization of products |
| · | implementation or completion of critical projects or related milestones |
Performance goals with respect to bonuses that are not intended to be Qualified Bonuses may be based on one or more of the preceding criteria or any other criteria that the Committee or, if applicable, its delegate(s) may determine in its or their sole discretion.
Generally, any bonus earned under the AIP shall be paid after the last day of the fiscal year that includes the last day of the performance period to which such bonus relates as soon as practicable following the later of (i) the receipt and certification of the Company’s audited financial statements for such fiscal year and (ii) the approval or certification of such bonus by the Committee or, if applicable, its delegate(s), but in all cases no later than the last day of the fiscal year immediately following such fiscal year.
Termination of Employment
If a participant’s employment is terminated due to death or disability or, in the case of a bonus that is not intended to be a Qualified Bonus, for any other reason prior to payment of a bonus, the Committee may, in its sole discretion, permit all or any part of such bonus to be paid to the participant or the participant’s estate without regard to the attainment of the applicable performance goals. If a participant’s employment is terminated for any reason other than death or disability prior to the payment of a Qualified Bonus, the Committee may, in its sole discretion, permit the payment of all or any part of such Qualified Bonus, if any, that would have been paid to the participant absent such termination based on the actual outcome of the applicable performance goals during the applicable performance period, as certified by the Committee following the expiration of such performance period. Any Qualified Bonus that is paid following the death or disability of an NEO to whom Section 162(m) of the Code applies without regard to whether the applicable performance goals have been achieved will not satisfy the requirements for performance-based compensation under Section 162(m) of the Code.
Change in Control
If a Change in Control of the Company is consummated prior to the payment of a bonus for the performance period in which such Change in Control occurs, the Committee may, in its sole discretion, permit all or any part of such bonus to be paid without regard to the attainment of the applicable performance goals. Any bonus that is paid to an NEO to whom Section 162(m) applies following the consummation of a Change in Control without regard to whether the applicable performance goals have been achieved will not satisfy the requirements for qualified performance-based compensation under Section 162(m) and will not constitute a Qualified Bonus under the AIP. If the Committee determines that any bonus should be paid with respect to the performance period in which a Change in Control occurs, then such bonus shall be paid as soon as administratively practicable following the consummation of the Change in Control, but in no event later than March 15 of the year following the year in which such Change in Control occurs.
Clawback of Bonuses
All bonuses paid or to be paid under the AIP are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy of the Company that is applicable to the participant.
Effective Date
The AIP was adopted by the Board of Directors on February 26, 2015 and is currently effective; provided however, that as a condition to the payment of Qualified Bonuses under the AIP, the Company’s Shareholders must approve the AIP.
Because any amounts payable to participants under the AIP are contingent upon the future achievement of performance goals, the achievement of which is substantially uncertain, the potential payments that any participant may receive under the AIP are not currently determinable.
The Board of Directors Recommends a Vote FOR the Approval
of the 2015 Annual Incentive Bonus Plan.
Appointment of PricewaterhouseCoopers LLP as Independent Auditors.
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
At the Annual Meeting, the Company will conduct a Shareholder vote on an advisory resolution to approve executive compensation, commonly referred to as a "Say-on-Pay" vote. The Company currently conducts advisory votes on executive compensation on an annual basis, and it expects to conduct the next advisory vote at the Company's 2019 Annual Meeting of Shareholders.
The Board of Directors encourages Shareholders, in deciding whether to vote in favor of the advisory resolution below, to review the compensation-related elements of this Proxy Statement, including those in the Proxy Statement Summary, the CD&A and the tables and related narrative in the Executive Compensation section, for details regarding the Company's executive compensation program and 2017 compensation of Named Executive Officers.
The Board of Directors believes that the executive compensation program aligns the compensation of the Company's executive management with the long-term interests of Shareholders. To align these interests, the Company compensates executive management with time-based and performance-based restricted stock and also ties a significant portion of executive cash compensation to performance-based metrics that drive Shareholder value.
RESOLVED, that the Shareholders approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Compensation Discussion & Analysis, the compensation tables and the related disclosure contained in the Company's Proxy Statement for its 2018 Annual Meeting.
Although the vote is non-binding, the Board of Directors and the Compensation Committee expect to take into account the outcome of the vote when considering future executive compensation.
The Board of Directors Recommends a Vote FOR the Approval of this Advisory Resolution on Executive Compensation.
PROPOSAL 4: SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S EXISTING PROXY ACCESS BY-LAW
Management has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who advises that he holds at least 100 shares of stock in the Company, intends to submit the following proposal at the Annual Meeting. The Company is not responsible for the contents of this proposal. If the following proposal is properly presented at the Annual Meeting, the Board of Directors unanimously recommends a vote AGAINST the proposal.
SHAREHOLDER RESOLUTION:
Shareholder Proxy Access Enhancement
RESOLVED: Stockholders ask the board of directors to amend its proxy access bylaw provisions and any associated documents, to include the following changes for the purpose of decreasing the average amount of Company common stock the average member of a nominating group would be required to hold for 3-years to satisfy the aggregate ownership requirements to form a nominating group and to increase the possible number of proxy access director candidates:
No limitation shall be placed on the number of stockholders that can aggregate their shares to achieve the 3% of common stock required to nominate directors under our Company's proxy access provisions.
The number of shareholder-nominated candidates eligible to appear in proxy materials will not be less than 2 when our board has less than 12 members. The number of shareholder-nominated candidates eligible to appear in proxy materials will not be less than 3 when our board has more than 12 members.
Proxy access for shareholders enables shareholders to put competing director candidates on the company ballot to see if they can get more votes than some of management's director candidates. A competitive election is good for everyone. This proposal can help ensue that our management will nominate directors with outstanding qualifications in order to avoid giving shareholders a reason to exercise their right to use proxy access.
Even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the current 3% criteria for a continuous 3-years at most companies according to the Council of Institutional Investors. This proposal addresses the situation that our company now has with proxy access potentially for only the largest shareholders who are the least unlikely shareholders to make use of it.
Since no group of shareholders at any U.S. company has yet to make use of proxy access, it is important to make sure that the current limitation of 20 shareholders is not a deterrent to shareholders using proxy access.
Unfortunately our board took extra measures in 2017 to prevent us from voting on a similar proposal. Our Board probably spent more money to prevent us from voting on a similar 2017 proposal than it would have spent if it allowed us to vote. This is particularly important because we may have a board refreshment problem.
Our chairman John Conway was not considered an independent chairman. Plus he has 20-years of long-tenure which can impair director independence. Arnold Donald, who received our highest negative votes in 2017, also had long-tenure — 18 years. Hans Loliger had 16-years long tenure.
Plus CCK shareholders did not have the option to express dissatisfaction with management by calling a special meeting or to act by written consent.
Please vote to increase management accountability to shareholders: Shareholder Proxy Access Enhancement – Proposal 4.
THE COMPANY'S STATEMENT IN OPPOSITION TO PROPOSAL 4:
The Board has carefully considered this Shareholder proposal and believes that it is unnecessary and potentially detrimental to the Company and its Shareholders. Accordingly, the Board recommends a vote AGAINST Proposal 4 for the following reasons.
Our existing proxy access By-Law strikes the right balance between promoting Shareholder nomination rights and protecting the interests of all our Shareholders.
The Company's existing proxy access By-Law is within the mainstream of other significant U.S. public companies with proxy access rights. Our By-Laws permit a Shareholder, or a group of up to 20 Shareholders, owning at least 3% of Crown's outstanding shares of common stock continuously for at least three years, to nominate and include in the proxy materials for our annual meeting Director nominees constituting 20% of the Board (but no fewer than two nominees), subject to the other common procedural requirements specified in our By-Laws.
We adopted this conventional "3-3-20-20" model proxy access By-Law following our 2015 Shareholder outreach discussions. We received a range of feedback from Shareholders and governance experts and advisors as to whether to adopt proxy access, and if so what terms we should incorporate. After carefully considering these viewpoints, our Board adopted a regime that it believed struck the appropriate balance between providing a workable process that can be used if ever needed and that reinforces our Board's accountability, while mitigating the possibility of proxy access being used by a wide group of Shareholders in an unduly burdensome manner or to pursue objectives that are not broadly supported by other Shareholders.
At our 2017 Annual Meeting, Mr. Chevedden (the "Proponent") submitted a similar proposal to increase the Shareholder aggregation limit. Despite the Proponent's untrue claim that the Board had not "allowed [Shareholders] to vote" on this proposal, the proposal was in fact presented to the Company's Shareholders for a vote. Over 70% of the votes cast at the 2017 Annual Meeting voted against the proposal, endorsing the proxy access By‑Law the Board has adopted.
The Proponent does not address the Company's specific Shareholder base or provide support for his comments about likely voting preferences.
Our proxy access By-Law permits groups of up to 20 Shareholders to aggregate their shares to reach the required 3% ownership threshold (with a group of investment funds under common management and investment control counting as a single Shareholder) and permits eligible Shareholders to nominate the greater of two nominees or 20% of the Board. This is consistent with the practice at the vast majority of other U.S. public companies who have adopted proxy access. According to a recent report regarding proxy access published by the Council of Institutional Investors, of the 436 proxy access by-laws reviewed as of July 18, 2017, approximately 89% included aggregation limits similar to ours, and approximately 67% included shareholder‑nominated candidate limits similar to ours. The Proponent, who made similar proposals last proxy season to several other companies, has not provided any analysis specific to the Company's Shareholder base as to why the current 20-Shareholder limitation or right to nominate the greater of two nominees or 20% of the Board are not appropriate.
The Shareholder proposal to remove the aggregation limit may result in excessive administrative burden and expense for the Company and its Shareholders and increases the potential for abuse of our proxy access By-Law by special interests.
The Company's decision to adopt the 20-Shareholder provision was based in part on limiting the administrative burden and expense for the Company and its Shareholders while providing a meaningful opportunity for long-term Shareholders to utilize proxy access. In the absence of a reasonable limitation on the number of Shareholders in a group participating in a proxy access nomination, the Company could be required to make significantly more burdensome and time‑consuming inquiries into the nature and duration of the share ownership of a large number of Shareholders participating in a proxy access nomination in order to verify their required share ownership. This unwieldy administrative burden could distract our employees, create excessive expense that other Shareholders must bear and impede the exercise of proxy access rights by other Shareholders. Allowing a reasonable, limited number of Shareholders to act as a group, as our proxy access rights currently do, strengthens the principle that we believe is shared by most of our Shareholders — the right to nominate a Director using the Company's proxy statement and proxy card should be available only for those who have a sufficient financial stake in the Company to cause their interests to be properly aligned with the interests of our Shareholders as a whole.
The Company believes that the 20-Shareholder provision helps ensure that proxy access is available to long-term Shareholders who have a meaningful economic interest in the Company. A wholesale elimination of the Shareholder aggregation limit may increase the risk that our proxy access By-Law will be used by special interests with goals that are not aligned with our other long‑term Shareholders. The Company believes that the 20-Shareholder provision provides meaningful proxy access rights while mitigating the risk of abuse by Shareholders advocating for special interests.
The Shareholder proposal to increase the number of director candidates to a minimum of 3 if the Board has more than 12 members is out of the norm, can exceed the established 20% limit and can potentially abuse the purposes of proxy access.
Also consistent with the significant majority of other U.S. public companies who have adopted proxy access, the Company's proxy access By‑Law permits eligible Shareholders to nominate the greater of two nominees or 20% of the Board. This fully accomplishes the main objective of proxy access — providing meaningful representation on the Board for qualified individuals endorsed by a majority of Shareholders. The alternative provision that the Proponent is suggesting, which would potentially exceed the well‑established 20% limit under certain circumstances, could have harmful unintended effects, including promoting the use of proxy access to lay the groundwork for effecting a change in control, encouraging the pursuit of special interests at the expense of a long-term strategic view or otherwise disrupting the effective functioning of the Board.
We have a strong corporate governance structure and record of accountability.
The motivation for this proposal should be viewed against the full array of governance practices the Company has adopted. These practices include: annual election of all Directors; a resignation policy applicable to our Directors who do not receive a majority of votes cast in uncontested elections; a consistent practice of having a substantial majority of Independent Directors on the Board; Board refreshment through addition of a new Director to the Board in each of the last four years; By-Law provisions that allow Shareholders to propose Director nominees to the Nominating and Corporate Governance Committee; and Shareholders' ability to nominate Directors outside of the proxy access process.
The Company's robust proxy access By-Law, together with the other practices described above, promote Board independence and provide substantial opportunities consistent with best practices for Shareholder input into the governance process. The change to proxy access requested by the proposal is unnecessary and disrupts the balanced approach reflected in our current By‑Laws.
For the reasons set forth above, the Board recommends that you vote "AGAINST" this proposal, and if the proposal is presented your proxy will be voted against this proposal unless you specify otherwise.
The Board of Directors Recommends a Vote AGAINST the Shareholder Proposal to Amend the Company's Existing Proxy Access By-Law.
The Board of Directors knows of no other matter that may be presented for Shareholder action at the Annual Meeting, but if other matters do properly come before the Annual Meeting, or if any of the persons named above to serve as Directors are unable or decline to serve, it is intended that the persons named in the Proxy or their substitutes will vote on such matters and for other nominees in accordance with their best judgment.
WILLIAM T. GALLAGHER | Senior Vice President, Secretary | & General Counsel | | Philadelphia, Pennsylvania 19154 | March 16, 2015 | ADAM J. DICKSTEIN | | Corporate Secretary | | | | Philadelphia, Pennsylvania 19154 | | March 19, 2018 |
Appendix A
Crown Holdings, Inc.
2015 Annual Incentive Bonus Plan
I. Statement and Purpose of Plan
The Crown Holdings, Inc. Annual Incentive Bonus Plan provides additional compensation opportunities for selected employees based on the achievement of pre-determined performance goals.
II. Definitions
A. “Affiliate” means any entity other than the Subsidiaries in which the Company has a substantial direct or indirect equity interest, as determined by the Board.
B. “Board” means the Board of Directors of the Company.
C. “Change in Control” means any of the following events:
1. a “person” (as such term in used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities;
2. during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section II.C.1, Section II.C.3 or Section II.C.4 hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof;
3. the Company merges or consolidates with any other corporation, other than in a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or
4. the complete liquidation of the Company or the sale or other disposition of all or substantially all of the Company’s assets.
5. Notwithstanding anything herein to the contrary, if an Incentive Bonus is subject to Code Section 409A, no event that, but for this Section II.C, would be a Change in Control as defined herein shall be a Change in Control unless such event is also a “change in control event” as defined in Code Section 409A.
D. “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder. A reference to any provision of the Code or the Treasury regulations promulgated thereunder shall include reference to any successor provision of the Code or the Treasury regulations.
E. “Committee” means the committee designated by the Board to administer the Plan. The Committee shall have at least two members, and each member of the Committee shall be an “outside director” within the meaning of Code Section 162(m).
F. “Company” means Crown Holdings, Inc., a Pennsylvania corporation, or any successor corporation.
G. “Control” (including the terms “Controlling,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
H. “Determination Date” means the date upon which the Committee determines Performance Goals and Incentive Bonus opportunities for Participants. With respect to any Incentive Bonus that is intended to be a Qualified Incentive Bonus, the Determination Date must be no later than the earlier of (1) 90 days after the commencement of the Performance Period and (2) the date upon which 25% of the Performance Period has elapsed.
I. “Disability” means, as determined by the Committee in its sole discretion, that a Participant (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (2) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company, its Subsidiaries or Affiliates.
J. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. A reference to any provision of the Exchange Act or rule promulgated under the Exchange Act shall include reference to any successor provision or rule.
K. “Incentive Bonus” means a bonus that is payable hereunder to a Participant based on the achievement of specified pre-determined Performance Goals. An Incentive Bonus may be a Qualified Incentive Bonus or a Non-Qualified Incentive Bonus.
L. “Non-Qualified Incentive Bonus” means an Incentive Bonus that is not intended to be a Qualified Incentive Bonus.
M. “Participant” means any employee of the Company, its Subsidiaries or Affiliates who has been designated by the Committee to participate in the Plan for an applicable Performance Period.
N. “Performance Goal” means a measure of performance, the achievement of which is substantially uncertain at the time such goal is established, which is used to determine a Participant’s Incentive Bonus and is established by the Committee not later than the applicable Determination Date. Performance Goals may be measured on an absolute or relative basis. Relative performance may be measured against an external index, such as, by way of example and not limitation, a group of peer companies, industry groups or a financial market index. Performance Goals with respect to Incentive Bonuses that are intended to be Qualified Incentive Bonuses must be based upon any one or more of the following measures as they relate to the Company, its Subsidiaries or Affiliates (or any division, business unit or department thereof): (i) stock price, (ii) market share, (iii) sales, (iv) earnings per share, (v) diluted earnings per share, (vi) diluted net income per share, (vii) return on shareholder equity, (viii) costs, (ix) cash flow, (x) modified operating cash flow, (xi) modified free cash flow, (xii) economic profit, (xiii) return on total assets, (xiv) return on capital or invested capital, (xv) return on net assets, (xvi) operating income, (xvii) net income or segment income, (xviii) earnings (or net income) before interest, taxes, depreciation and amortization, (xix) improvements in capital structure, (xx) gross, operating or other margins, (xxi) budget and expense
management, (xxii) productivity ratios, (xxiii) working capital targets, (xxiv) average working capital, (xxv) enterprise value, (xxvi) safety record, (xxvii) completion of acquisitions or business expansion of the company, our subsidiaries or affiliates (or any division, business unit or department thereof) (xxviii) economic value added or other value added measurements, (xxix) expense targets, (xxx) operating efficiency, (xxxi) regulatory body approvals for commercialization of products, or (xxxii) implementation or completion of critical projects or related milestones. Performance Goals with respect to Incentive Bonuses that are not intended to be Qualified Incentive Bonuses may be based on one or more of the preceding measures or any other measure that the Committee may determine in its sole discretion.
O. “Performance Period” means a period of one or more consecutive fiscal years, or portions thereof, of the Company as established by the Committee during which the performance of the Company, its Subsidiaries or Affiliates or any division, business unit or department thereof, or any individual is measured for the purpose of determining the extent to which a Performance Goal is achieved. Nothing in this Plan shall prevent the Committee from establishing a Performance Period that commences prior to the termination of one or more other Performance Periods.
P. “Person” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.
Q. “Plan” means the Crown Holdings, Inc. 2015 Annual Incentive Bonus Plan herein set forth, as amended from time to time.
R. “Qualified Incentive Bonus” means an Incentive Bonus that is intended to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m).
S. “Subsidiary” means any corporation (other than the Company), partnership, joint venture or other business entity of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly, by the Company.
III. Eligibility
All employees of the Company, its Subsidiaries and Affiliates shall be eligible to be selected by the Committee to participate in the Plan.
IV. Administration
A. General. The Committee shall have the authority, subject to the provisions herein, (A) to select employees to participate in the Plan; (B) to establish and administer the Performance Goals and the Incentive Bonus opportunities applicable to each Participant and certify whether the Performance Goals have been attained; (C) to construe and interpret the Plan and any agreement or instrument entered into under or in connection with the Plan; (D) to establish, amend, and waive rules and regulations for the Plan’s administration; (E) to delegate its administrative authority, in whole or in part, to one or more officers of the Company, subject to the guidelines prescribed by the Committee, but only with respect to Participants who are not subject to either Section 16 of the Exchange Act or Code Section 162(m); and (F) to make all other determinations that may be necessary or advisable for the administration of the Plan. Any determination with respect to the Plan by the Committee or any officer to whom the Committee delegated its authority shall be final, binding and conclusive on all employees and Participants and anyone claiming under or through any of them. None of the Committee, any member of the Committee or any officer to whom the Committee delegated any authority hereunder shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Committee and such officers shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law.
B. Adjustments. In the event of any corporate transaction involving the Company (including, without limitation, any subdivision or combination or exchange of the outstanding shares of common stock, stock dividend, stock split, spin-off, split-off, recapitalization, capital reorganization, liquidation, reclassification of shares of common stock, merger, consolidation, extraordinary cash dividend or distribution or sale, lease or transfer of substantially all of the assets of the Company, in each case, as determined by the Committee in its sole discretion) or in the event of any other unusual or nonrecurring events or circumstances (including, without limitation, acquisitions or divestitures; asset write-downs; significant litigation, judgments or settlements; foreign exchange gains or losses; or changes in applicable laws, regulations or accounting standards of principles, in each case as determined by the Committee in its sole discretion) the Committee may make or provide for such adjustments in any Performance Goals applicable to an Incentive Bonus as the Committee may determine to be appropriate in order to prevent dilution or enlargement of the benefits of Participants hereunder (provided that with respect to Qualified Incentive Bonuses, unless otherwise determined by the Committee, any such adjustment shall be made in accordance with Code Section 162(m)).
V. Establishment of Performance Goals and Incentive Bonus Opportunities
No later than the Determination Date for each Performance Period, the Committee shall establish in writing (i) the employees of the Company, its Subsidiaries and Affiliates who shall be Participants in the Plan with respect to such Performance Period, (ii) the Performance Goals applicable to each such Participant (including, as the Committee deems advisable, threshold, target and maximum levels of performance), (iii) each Participant’s target and, if applicable, threshold and maximum Incentive Bonus opportunities for such Performance Period, (iv) the method for computing the amount of Incentive Bonuses that may be payable under the Plan to each Participant for such Performance Period if the Performance Goals established by the Committee for such Performance Period are attained in whole or in part and (v) whether such Incentive Bonuses are intended to be Qualified Incentive Bonuses or Non-Qualified Incentive Bonuses.
VI. Termination of Employment
Except as otherwise provided in Sections VI.A and VI.B below, payment of an Incentive Bonus shall be contingent upon (i) attainment of the applicable Performance Goals within the applicable Performance Period and (ii) the Participant’s continuing employment with the Company, a Subsidiary or Affiliate on the date such Incentive Bonus is paid.
A. Termination due to Death or Disability. If a Participant’s employment with the Company, a Subsidiary or Affiliate is terminated due to the Participant’s death or Disability prior to payment of an Incentive Bonus, the Committee may, in its sole discretion, permit all or any part of such Incentive Bonus to be paid without regard to the attainment of the applicable Performance Goals. Any Incentive Bonus to be paid pursuant to this Section VI.A shall be paid to the Participant or the Participant’s estate, as applicable, at the time the Company pays Incentive Bonuses to its employees generally in accordance with Section IX.
B. Other Terminations. If a Participant’s employment with the Company, a Subsidiary or Affiliate terminates for any reason other than the Participant’s death or Disability prior to the payment of an Incentive Bonus, then (i) in the case of a Qualified Incentive Bonus, the Committee may, in its sole discretion, permit the payment of all or any part of such Qualified Incentive Bonus, if any, that would have been paid to the Participant absent such termination based on the actual outcome of the applicable Performance Goals during the applicable Performance Period, as certified pursuant to Section VII.F, and (ii) in the case of a Non-Qualified Incentive Bonus, the Committee may, in its sole discretion, permit all or any part of such Non-Qualified Incentive Bonus to be paid without regard to the attainment of the applicable Performance Goals. Any Incentive Bonus to be paid pursuant to this Section VI.B shall be paid to the Participant at the time the Company pays Incentive Bonuses to its employees generally in accordance with Section IX.
VII. Additional Rules Applicable to Qualified Incentive Bonuses
A. Unless otherwise specifically determined by the Committee, any Incentive Bonus granted to a “covered employee” whose “applicable employee remuneration” (each within the meaning of Code Section 162(m)) is expected to exceed $1,000,000 for the year in which such Incentive Bonus may be paid is intended to be a Qualified Incentive Bonus.
B. Qualified Incentive Bonuses must be based solely on the attainment of one or more objective Performance Goals and may not be based on subjective criteria. In addition, no later than the Determination Date, the Committee shall designate in writing how the relevant Performance Goals with respect to the Performance Period will be calculated.
C. Neither the grant nor the payment of any Non-Qualified Incentive Bonus shall be made contingent on the failure to earn any Qualified Incentive Bonus.
D. The maximum aggregate Qualified Incentive Bonus that may be payable to any Participant under the Plan with respect to any fiscal year of the Company shall not exceed $5,000,000.
E. The Committee shall have no discretion to increase the amount of Qualified Incentive Bonuses that would otherwise be due upon attainment of the relevant Performance Goals; provided, however, that the Committee may exercise negative discretion within the meaning of Treasury regulation 1.162-27(e)(2)(iii)(A) with respect to any Qualified Incentive Bonus hereunder to reduce any amount that would otherwise be payable hereunder.
F. Payment of any Qualified Incentive Bonus pursuant to the Plan shall be contingent upon the Committee’s certifying in writing that the Performance Goals and any other material terms applicable to such Qualified Incentive Bonus were in fact satisfied, in accordance with Code Section 162(m). Unless and until the Committee so certifies, such Qualified Incentive Bonus shall not be paid.
VIII. Change in Control
In connection with the consummation of a Change in Control of the Company, the Committee may, in its sole discretion, permit all or any part of a Participant’s target Incentive Bonus for the Performance Period in which such Change in Control occurs to be paid without regard to the attainment of the applicable Performance Goals. Any Incentive Bonus to be paid pursuant to this Section VIII shall be paid to the Participant on or as soon as administratively practicable following the consummation of such Change in Control, but in no event later than March 15 of the year following the year in which such Change in Control occurs.
IX. Payment of Incentive Bonuses; Tax Withholdings
A. Earned Incentive Bonuses shall be paid after the last day of the fiscal year that includes the last day of the Performance Period to which such Incentive Bonuses relate as soon as practicable following the later of (i) the receipt and certification of the Company’s audited financial statements for such fiscal year and (ii) the approval or certification of such Incentive Bonuses by the Committee, but in all cases no later than the last day of the fiscal year immediately following such fiscal year.
B. The Company shall have the right to deduct from all Incentive Bonuses payable hereunder any federal, state, local or foreign taxes that the Company reasonably believes are required by law to be withheld with respect to such payments, and no Incentive Bonuses will be paid until the Participant has made arrangements with the Company to satisfy any such withholding taxes.
X. Non-exclusivity of Plan
Subject to Section VII.C, nothing in the Plan shall be construed in any way as limiting the authority of the Committee, the Board, the Company or any Subsidiary or Affiliate to establish any other annual or incentive compensation plan or as limiting the authority of any of the foregoing to pay cash bonuses or other supplemental or additional incentive compensation to any persons employed by the Company, its Subsidiaries or Affiliates, whether or not such person is a Participant in this Plan and regardless of how the amount of such bonus or compensation is determined.
XI. Amendment, Termination and Term of Plan
The Board, without the consent of any Participant, may at any time terminate or from time to time amend the Plan in whole or in part; provided, however, that no amendment with respect to, or affecting, Qualified Incentive Bonuses that would require the consent of the stockholders of the Company pursuant to Code Section 162(m) shall be effective without such consent.
XII. Interpretation and Construction
A. No provision of the Plan, nor the status of any employee as a Participant, shall constitute an employment agreement or in any way affect the duration of any Participant’s employment or the rights of the Company or the Participant to terminate such employment. Both the Participant and the applicable employer shall have the same ability to terminate employment as if the Plan had not been adopted.
B. Any provision of the Plan that could be construed to prevent Qualified Incentive Bonuses under the Plan from qualifying for deductibility under Code Section 162(m) shall, to such extent, be disregarded.
XIII. Adjustment; Repayment of Incentive Bonuses
All Incentive Bonuses paid or to be paid under the Plan are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy of the Company that is applicable to the Participant.
XIV. Effective Date
The Plan shall be effective as of February 26, 2015, provided that, as a condition to the payment of Qualified Bonuses for 2015 and future years, the Company’s stockholders must approve the Plan.
XV. Governing Law
The terms of the Plan shall be governed by the laws of the Commonwealth of Pennsylvania, without reference to the conflicts of laws principles thereof.
| Shareowner Services | P.O. Box 64945 | | Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 |
Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week | Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. | : | INTERNET – www.proxypush.com/cck Use the Internet to vote your proxy until 11:59 p.m. (CT) on April 25, 2018. | | | ( | PHONE – 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on April 25, 2018. | | | * | MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. | | Voting your Proxy by Internet or Telephone | • Please have your Proxy Card and the last four digits of your Social Security Number or Tax Identification Number available. | • You do NOT need to mail back your Proxy Card. |
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
| Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if
you marked, signed and returned your proxy card.
| : | INTERNET/MOBILE – www.proxypush.com/cck
Use the Internet to vote your proxy until 11:59 p.m. (CT) on April 22, 2015.
| | | ( | PHONE – 1-866-883-3382
Use a touch-tone telephone to vote your proxy
until 11:59 p.m. (CT) on April 22, 2015.
| | | * | MAIL – Mark, sign and date your proxy card and
return it in the postage-paid envelope provided.
| | Voting your Proxy by Internet or Telephone | • Please have your Proxy Card and the last four digits
of your Social Security Number or Tax Identification
Number available.
| • You do NOT need to mail back your Proxy Card. |
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD. TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
\/ Please detach here \/
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe Board of Directors Recommends a Vote FOR Items 1 through 3 and AGAINST Item 4. 1. | Election of | 01 John W. Conway | 05 Rose Lee | 09 Josef M. Müller | □ | Vote FOR Items 1 through 4.1. | Election of | 01 Jenne K. Britell
| 05 | □ | WITHHOLD Vote | | directors: | 02 Timothy J. Donahue | 06 William G. Little | 10 Caesar F. Sweitzer | | all nominees | | from all nominees | | | 03 Arnold W. Donald | 07 Hans J. Löliger | 09 Caesar F. Sweitzer | | Vote FOR | | Vote WITHHELD | | directors: | 02 John W. Conway | 06 James H. Miller | 10 Jim L. Turner | | all nominees | | from all nominees | | | 03 Arnold W. Donald | 07 Josef M. Müller | 11 Jim L. Turner | | (except as marked) | | | | | 04 Andrea J. Funk | 08 James H. Miller | 12 William S. Urkiel | | (except as marked) | | | | | 04 William G. Little | 08 Thomas A. Ralph | | | | | |
Instructions: To withhold authority to vote for any indicated nominee(s), write the number(s) of the nominee(s) in the box provided to the right. (Instructions: To withhold authority to vote for any indicated nominee(s),
write the number(s) of the nominee(s) in the box provided to the right.)
| | | | | | | | 2. | Ratification of the appointment of independent auditors for the fiscal yearending December 31, 2015.
| | | | | | | | 2. | Ratification of the appointment of independent auditors for the fiscal yearending December 31, 2018. | | □ | For | □ | Against | □ | Abstain | | | | | | | | | | 3. | Approval, by non-binding advisory vote, of the resolution on executivecompensation as described in the Proxy Statement.
| | □ | For | □ | Against | □ | Abstain | | | | | | | | | | 4. | Approval of the 2015 Annual Incentive Bonus Plan. | | □ | For | □ | Against | □ | Abstain | | | | | | | | | |
3. | Approval by advisory vote of the resolution on executive compensationTHIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR as described in the Proxy Statement. ITEMS 1 THROUGH 4.
Address Change? Mark box, sign and indicate changes below: □
| Date _____________________________________ | | □ | For | □ | Against | □ | Abstain | | | | | | | | | | 4. | To consider and act upon a Shareholder's proposal to amend the Company's existing proxy access By-Law. | | □ | For | □ | Against | □ | Abstain | | | | | | | | | | | |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FORITEMS 1 THROUGH 3, AND AGAINST ITEM 4. | | | | Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators,Address Change? Mark box, sign and indicate changes below: □ | Date _____________________________________ | | | | | | | | | | Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. | |
CROWN HOLDINGS, INC. The 2018 Annual Meeting of Shareholders will be held on April 26, 2018 at 9:30 a.m. at:
Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania
Copies of the following materials are available at http://www.crowncork.com/investors/proxy-online • the Proxy Statement relating to the Annual Meeting of Shareholders • this Proxy Card • the Annual Report to Shareholders
| Crown Holdings, Inc. One Crown Way Philadelphia, PA 19154-4599 | | | |
CROWN HOLDINGS, INC.
The 2015 Annual Meeting of Shareholders will be held on
April 23, 2015 at 9:00 a.m. at the headquarters of the Company’s Mexican subsidiary:
Fábricas Monterrey S.A. de C.V.
Ave. Alfonso Reyes 2239 Nte.
Col. 15 de Mayo
Monterrey, N.L.
CP 64450
Mexico
Copies of the following materials are available at
http://www.crowncork.com/investors/proxy-online
• the Proxy Statement relating to the Annual Meeting of Shareholders
• this Proxy Card
• the Annual Report to Shareholders
| |
| Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154-4599
| PROXY
|
Proxy for Annual Meeting of Shareholders to be held on April 23, 2015Proxy for Annual Meeting of Shareholders to be held on April 26, 2018
This Proxy is solicited on behalf of the Board of Directors. The undersigned hereby appoints Timothy J. Donahue, Thomas A. Kelly and William T. Gallagher as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of stock of Crown Holdings, Inc. held of record by the undersigned on March 6, 2018 at the Annual Meeting of Shareholders to be held at One Crown Way, Philadelphia, Pennsylvania on April 26, 2018 at 9:30 a.m., or any adjournments thereof, for the items shown on the reverse side and, in the discretion of the Proxies, on any other matter that may properly come before the meeting or any adjournments thereof. You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The Proxies cannot vote your shares unless you sign and return this card or you elect to vote your shares electronically by telephone or via the Internet.
See reverse for voting instructions. This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints John W. Conway, Timothy J. Donahue and William T. Gallagher as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of stock of Crown Holdings, Inc. held of record by the undersigned on March 3, 2015 at the Annual Meeting of Shareholders to be held at the headquarters of the Company’s Mexican subsidiary Fábricas Monterrey S.A. de C.V., located at Ave. Alfonso Reyes 2239 Nte., Col. 15 de Mayo, Monterrey, N.L., Mexico on April 23, 2015 at 9:00 a.m., or any adjournments thereof, for the items shown on the reverse side and, in the discretion of the Proxies, in any other matter that may properly come before the meeting or any adjournments thereof.
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxies cannot vote your shares unless you sign and return this card or you elect to vote your shares electronically by telephone or via the Internet.
See reverse for voting instructions.
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