SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of
1934 (Amendment No. ____)
Filed by the Registrant [X]x
Filed by a Party other than the Registrant [ ]o
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))| o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission |
| x | Definitive Proxy Statement | | Only (as permitted by Rule 14a-6(e)(2)) |
Columbus McKinnon Corporation
(Name of Registrant as specified in its charter)
Payment of filing fee (check the appropriate box):
[ ]o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 |
(1) Title of each class of securities to which transaction applies: | (1) | Title of each class of securities to which transaction applies: |
(2) Aggregate number of securities to which transaction applies: | (2) | Aggregate number of securities to which transaction applies: |
| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: __/ |
(4) Proposed maximum aggregate value of transaction: | (4) | Proposed maximum aggregate value of transaction: |
[ ]o | Fee paid previously with preliminary materials. |
[ ]o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount Previously Paid: | (1) | Amount Previously Paid: |
(2) Form, Schedule or Registration Statement No.: | (2) | Form, Schedule or Registration Statement No.: |
COLUMBUS McKINNON CORPORATION
140 John James Audubon Parkway
Amherst, New York 14228-1197
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 200827, 2009
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Columbus McKinnon Corporation, a New York corporation, will be held at the RamadaBuffalo Marriott Niagara Hotel, and Conference Center, 2402 North Forest Road,1340 Millersport Highway, Amherst, New York, on July 28, 2008,27, 2009, at 10:00 a.m., local time, for the following purposes:
1. To elect sevennine Directors to hold office until the 20092010 Annual Meeting and until their successors have been elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2009;2010; and
3. To take action upon and transact such other business as may be properly brought before the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on June 6, 2008,5, 2009, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend, please sign, date and return the enclosed proxy card in the enclosed postage-paid envelope or vote by telephone or using the internet as instructed on the enclosed proxy card. If you attend the Annual Meeting, you may vote your shares in person if you wish. We sincerely appreciate your prompt cooperation.
TIMOTHY R. HARVEY
Secretary | ROBERT J. OLIVIERI |
| Secretary |
Dated: June 27, 200824, 2009
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on July 27, 2009. The Company’s Proxy Statement and Annual Report to shareholders for the fiscal year ended March 31, 2009 are available at http://www.cmworks.com/investors/proxy.
COLUMBUS McKINNON CORPORATION
140 John James Audubon Parkway
Amherst, New York 14228-1197
PROXY STATEMENT
This Proxy Statement and the accompanying form of proxy are being furnished in connection with the solicitation by the Board of Directors of Columbus McKinnon Corporation, a New York corporation (“our Company”, “we” or “us”), of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the RamadaBuffalo Marriott Niagara Hotel, and Conference Center, 2402 North Forest Road,1340 Millersport Highway, Amherst, New York, on July 28, 2008,27, 2009, at 10:00 a.m., local time, and at any adjournment or adjournments thereof. The close of business on June 6, 20085, 2009 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the meeting. At the close of business on June 6, 2008,5, 2009, we had outstanding 19,004,26319,077,430 shares of our common stock, $.01 par value per share, the holders of which are entitled to one vote per share on each matter properly brought before the Annual Meeting.
The shares represented by all valid proxies in the enclosed form will be voted if received in time for the Annual Meeting in accordance with the specifications, if any, made on the proxy card. If no specification is made, the proxies will be voted FOR the nominees for Director named in this Proxy Statement and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2009.2010.
In order for business to be conducted, a quorum must be present at the Annual Meeting. A quorum is a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting. Abstentions, broker non-votes and withheld votes will be counted in determining the existence of a quorum at the Annual Meeting.
Directors will be elected by a plurality of the votes cast at the Annual Meeting, meaning the sevennine nominees receiving the most votes will be elected. A majority of the votes cast is required to ratify the appointment of our independent registered public accounting firm for fiscal 2009.2010. Under the law of the State of New York, our state of incorporation, only “votes cast” by the shareholders entitled to vote are determinative of the outcome of the matter subject to shareholder vote. Abstentions and broker non-votes will be counted in determining the existence of a quorum, but will not be counted towards any other nominee’s achievement of plurality or in determining the votes cast on any other proposal.
The execution of a proxy will not affect a shareholder’s right to attend the Annual Meeting and to vote in person. A shareholder who executes a proxy may revoke it at any time before it is exercised by giving written notice to the Secretary, by appearing at the Annual Meeting and so stating, or by submitting another duly executed proxy bearing a later date.
This Proxy Statement and form of proxy are first being sent or given to shareholders on or about June 27, 2008.24, 2009.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Certificate of Incorporation provides that our Board of Directors shall consist of not less than three nor more than nine Directors to be elected at each annual meeting of shareholders and to serve for a term of one year or until their successors are duly elected and qualified. Currently, the Board of Directors is comprised of sevennine members.
Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election as Directors of Timothy T. Tevens, Richard H. Fleming, Ernest R. Verebelyi, Wallace W. Creek, Stephen Rabinowitz, Linda A. Goodspeed, and Nicholas T. Pinchuk, Liam G. McCarthy and Christian B. Ragot, each of whom is presently a Director and, with the exception of Messrs. McCarthy and Ragot, has been previously elected by our shareholders. If any of these nominees should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other person as the Board of Directors shall designate. The Board of Directors has no reason to believe that any of these nominees will be unable or unwilling to serve if elected to office.
The following information is provided concerning the nominees for Director:
Ernest R. Verebelyi, age 60,61, was appointed a Director of the Company in January 2003 and was elected Chairman of the Board in August 2005. Mr. Verebelyi retired from Terex Corporation, a global diversified equipment manufacturer, in October 2002 where he held the position of Group President. Prior to joining Terex in 1998, he held executive, general management and operating positions at General Signal Corporation, Emerson, Hussmann Corporation, and General Electric. Mr. Verebelyi also serves as a director of CH Energy Group, Inc. (NYSE: CHG).
Timothy T. Tevens, age 52,53, was elected President and appointed a Director of our Company in January 1998 and assumed the duties of Chief Executive Officer in July 1998. From May 1991 to January 1998 he served as our Vice President - Information Services and was also elected Chief Operating Officer in October 1996. From 1980 to 1991, Mr. Tevens was employed by Ernst & Young LLP in various management consulting capacities. Mr. Tevens also serves on the Board of Directors of Zep, Inc. (NYSE: ZEP).
Richard H. Fleming, age 61,62, was appointed a Director of our Company in March 1999. In February 1999, Mr. Fleming was appointed Executive Vice President and Chief Financial Officer of USG Corp. (NYSE: USG). Prior thereto, Mr. Fleming served USG Corp. in various executive financial capacities, including Senior Vice President and Chief Financial Officer from January 1995 to February 1999 and Vice President and Chief Financial Officer from January 1994 to January 1995. Mr. Fleming also serves as a member of the Board of Directors for several not-for-profit entities including UCAN and the Museum of Broadcast Communication.Communications.
Wallace W. Creek, age 69,70, was appointed a Director of the Company in January 2003. Mr. Creek served as Controller of the General Motors Corporation from 1992 to 2002 and held several executive positions in finance at General Motors over a forty-three year career. Mr. Creek also served as Senior Vice President of Finance for Collins & Aikman, an automotive component manufacturer, from December 2002 to June 2004. Mr. Creek is also a director of CF Industries Holdings, Inc. (NYSE: CF).
Holdings, Inc. (NYSE: CF).
Stephen Rabinowitz, age 65,66, was appointed a Director of the Company in October 2004. He retired in 2001 from his position as Chairman and Chief Executive Officer of General Cable Corporation, a leading manufacturer of electrical, communications and utility cable. Prior to joining General Cable as President and Chief Executive Officer in 1994, he served as President and CEO of AlliedSignal Braking Systems, and before that as President and CEO of General Electric’s Electrical Distribution and Control business. He also held management positions in manufacturing operations and technology at the General Electric Company and the Ford Motor Company. Mr. Rabinowitz is also a Director of Energy Conversion Devices, Inc. (Nasdaq:(NASDAQ: ENER) and Microheat Inc. of Farmington Hills, Michigan..
Linda A. Goodspeed, age 46,47, was appointed a Director of the Company in October 2004. In 2007 she joined Nissan North America, Inc. as Vice President of Information Systems. From 2001 until 2007 she was employed by Lennox International Inc., a global supplier of climate control solutions. Her position with Lennox was Executive Vice President and Chief Supply Chain Logistics and Technology Officer. Prior to that, Ms. Goodspeed served as President and Chief Operating Officer of PartMiner, Inc., a global supplier of electronic components. She has also held management positions in product management and development, research and development and design engineering at General Electric Appliances, Nissan North America, Inc. and the Ford Motor Company. Ms. Goodspeed also serves as a director of American Electric Power Co., Inc. (NYSE: AEP) and is a member of the Development Board of the University of Texas at Dallas.managing partner in WealthStrategies Financial Advisors.
Nicholas T. Pinchuk, age 61,62, was appointed a Director of the Company in January 2007. Currently, he is Chairman, President and Chief Executive Officer and a Director of Snap-on Incorporated (NYSE: SNA), an S&P 500 company. Mr. Pinchuk joined Snap-on in 2002. Prior to that, Mr. Pinchuk served in several executive operational and financial management positions at United Technologies Corporation, including President, Global Refrigeration Operations of its Carrier Corporation unit and President of Carrier’s Asia-Pacific Operations. He also served in financial and engineering managerial staff positions at the Ford Motor Company from 1972 to 1983. Mr. Pinchuk held the rank of First Lieutenant in the United States Army from 1970 to 1971.
Liam G. McCarthy, age 53, was appointed a Director of the Company in November 2008. In 2005, Mr. McCarthy was appointed President and Chief Operating Officer of Molex Incorporated (NASDAQ:MOLX). Prior thereto, Mr. McCarthy served Molex in various executive and management capacities since 1989, including Vice President, Operations, Europe from 2001 to 2005.
Christian B. Ragot, age 51, was appointed a Director of the Company in November 2008. In 2007, Mr. Ragot was appointed President, Chief Executive Officer and Director of Freightcar America, Inc. (NASDAQ:RAIL). Prior to joining Freightcar America as Chief Operating Officer in 2007, he served Terex Corporation in various executive capacities between 1999 and 2006 including Group President, Terex Utilities, Roadbuilding and Advance Mixers Group from 2003 to 2006. Prior thereto, Mr. Ragot served Ingersoll-Rand Company in various executive and management capacities between 1984 and 1999 including Vice President & General Manager, Air Compressor Group in Paris, France from 1997 to 1999.
THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.
CORPORATE GOVERNANCE
General Corporate Governance Policy
Our Board of Directors believes that its overriding responsibility is to offer guidance and the benefit of its collective experience to help our management understand the risks confronting, and opportunities available to, our Company. In furtherance of this responsibility, our Board of Directors has adopted a General Corporate Governance Policy setting forth certain policies, guidelines and procedures it deems important to the successful satisfaction of this responsibility. These policies and procedures include guidelines as to the eligibility, independence, evaluation, education, compensation and indemnification of our Directors, as well as with respect to specific transactions requiring the prior formal approval of our Board of Directors. A copy of our General Corporate Governance Policy is posted on the Investor Relations section of the Company’s website at www.cmworks.com.
Board of Directors Independence
Our Board of Directors has determined that each of its current members, other than Mr. Tevens, is independent within the meaning of the Nasdaq Stock Market, LLC listing standards as currently in effect.
Board of Directors Meetings and Attendance
The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time as appropriate. All Directors are expected to attend each meeting of the Board of Directors and the committees on which he or she serves, and are also invited, but not required, to attend the Annual Meeting. Agendas for meetings of the Board of Directors generally include executive sessions for the independent Directors to meet without the management DirectorsDirector present. During the fiscal year ended March 31, 2008,2009, our Board of Directors held sixtwelve meetings. Each Director attended at least 75% of the aggregate number of meetings of our Board of Directors and meetings held by all committees of our Board of Directors on which he or she served. All Directors attended the 20072008 Annual Meeting, except for Mr. Rabinowitz.Meeting.
Audit Committee
Our Board of Directors has a standing Audit Committee comprised of Mr. Fleming, as Chairman, and Messrs. Creek and Rabinowitz and Ms. Goodspeed. Each member of our Audit Committee is independent as defined under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the Nasdaq Stock Market, LLC rules currently in effect. In addition, pursuant to the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, our Board of Directors has determined that each of Messrs. Fleming and Creek qualifies as an “audit committee financial expert.” The duties of our Audit Committee consist of (i) appointing or replacing our independent auditors, (ii) pre-approving all auditing and permitted non-audit services provided to us by our independent auditors, (iii) reviewing with our independent auditors and our management the scope and results of our annual audited financial statements, our quarterly financial statements and significant financial reporting issues and judgments made in connection with the preparation of our financial statements, (iv) reviewing our management’s assessment of the effectiveness of our internal controls, as well as our independent
auditors’ report on this assessment, (v) reviewing insider and affiliated party transactions and (vi) establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting or internal controls. The Audit Committee is governed by a written charter approved by the Board of Directors. A copy of this charter is posted on the Investor Relations section of our website at www.cmworks.com. Our Audit Committee held eight meetings in fiscal 2008.2009.
Compensation and Succession Committee
Our Compensation and Succession Committee consists of Mr. Rabinowitz, as Chairman, and Messrs. Fleming, Pinchuk, McCarthy and Pinchuk.Ragot. Each Director who serves on the Compensation and Succession Committee is an independent Director under the Nasdaq Stock Market, LLC rules currently in effect. The principal functions of this Committee are to (i) review and make recommendations to the Board of Directors concerning our compensation strategy, (ii) establish corporate performance measures and goals under our performance-based incentive programs, (iii) determine individual compensation targets for our executive officers under our incentive programs, (iv) evaluate and certify whether performance goals have been met at the end of the performance period, (v) determine salary increases and award amounts for individual executive officers, (vi) review and approve (or recommend to the Board of Directors for approval) any material changes to our salary, incentive, and benefit programs and assure that these programs are administered in a manner consistent with the compensation strategy, (viii) review and make recommendations to the Board of Directors concerning management requested equity grants and (ix) perform other functions as identified in the Compensation and Succession Committee charter. The Compensation and Succession Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.cmworks.com. Our Compensation and Succession Committee held four meetings in fiscal 2008.2009. Additional information on the Compensation and Succession Committee’s processes and procedures are addressed in the Compensation Discussion and Analysis below.
Corporate Governance and Nomination Committee
Our Corporate Governance and Nomination Committee is responsible for (i) evaluating the composition, organization and governance of our Board of Directors and its committees, (ii) monitoring compliance with our system of corporate governance and (iii) developing criteria, investigating and making recommendations with respect to candidates for membership on our Board of Directors. This Committee is chaired by Mr. Creek and includes Ms. Goodspeed and Mr. Pinchuk.Messrs. Pinchuk McCarthy and Ragot. Each member of the Corporate Governance and Nomination Committee is an independent Director under the Nasdaq Stock Market, LLC rules currently in effect. Our Corporate Governance and Nomination Committee does not solicit direct nominations from our shareholders, but will give due consideration to written recommendations for nominees from our shareholders for election as directors that are submitted in accordance with our by-laws. See the information contained herein under the heading “Shareholders’ Proposals.” Generally, a shareholder who wishes to nominate a candidate for Director must give us prior written notice thereof, which notice must be personally delivered or mailed via registered first class mail, return receipt requested, to our Secretary and must be received by our Secretary not less than 6090 days nor more than 90120 days prior to the firstone-year anniversary of the date our proxy statement was first mailed to shareholders in connection with our previous year’s Annual Meeting. If such nomination is given in connection with a special meeting for the election of Directors, it must be received nonot earlier than the 120th day prior to such special meeting and not later than the tenthclose of business on the later of (x) the 90th day prior to such special meeting or (y) the 10th day following the day on which the public announcement is first made of the date of the special meeting is
publicly announced or disclosed.and of the nominees proposed by the Board to be elected at such meeting. The shareholder’s recommendation for nomination must contain the following information as to each nominee for Director: the nominee’s name, age, business address and residence address; the nominee’s principal occupation or employment for the previous five years; the number of shares of our common stock owned by such candidate; and any other information relating to the nominee that is required to be disclosed in solicitations of proxies for elections of directors pursuant to our By-Laws and Regulation 14A under the Exchange Act. A shareholder’s recommendation must also set forth: such shareholder’s name and address as they appear on our books and records; the number of shares of each class of our capital stock that are beneficially owned and held of record by such shareholder; any material interest of such shareholder in such nomination; any other information that is required to be provided by such shareholder pursuant to our By-Laws and Regulation 14A under the Exchange Act in his or her capacity as a proponent to a shareholder proposal; and a signed consent from each nominee recommended by such shareholder that such nominee is willing to serve as a Director if elected. Any nomination not made in strict accordance with the foregoing provisions will be disregarded at the direction of our Chairman of the Board. The Corporate Governance and Nomination Committee is governed by a written charter approved by the Board of Directors which is posted on the Investor Relations section of our website at www.cmworks.com. Our Corporate Governance and Nomination Committee held fivefour meetings in fiscal 2008.2009.
Code of Ethics
Our Board of Directors adopted a Code of Ethics which governs all of our Directors, officers and employees, including our Chief Executive Officer and other executive officers. This Code of Ethics is posted on the Corporate Information section of the Company’s website at www.cmworks.com. The Company will disclose on its website any amendment to this Code of Ethics or waiver of a provision of this Code of Ethics, including the name of any person to whom the waiver was granted.
Director Stock Ownership Guideline
Our General Corporate Governance Policy contains a guideline whereby all Directors are asked to beneficially own not less than 8,0009,000 shares of our common stock within five years of becoming a Director, or by April 1, 2010,2013, whichever occurs later. Any Restricted Stock Units granted to a Director pursuant to the Columbus McKinnon Corporation 2006 Long Term Incentive Plan (the “Omnibus Plan”) or any successor plan are included in determining the number of shares owned by such Director for these purposes.
Director Compensation
Our non-employee Directors each receive an annual retainer of $80,000, $30,000$90,000, $35,000 of which is paid in our common stock and the balance is paid in quarterly cash installments. In addition, they receive an annual award of 1,2001,300 restricted stock units under the Omnibus Plan. Our Chairman of the Board receives an additional annual retainer of $40,000.$45,000. Directors who are also our employees do not receive an annual retainer or other compensation for their services as a Director. Committee chairmen each receive an additional annual retainer, as follows: Audit Committee - $16,000, Compensation and Succession Committee - $10,000 and Corporate Governance and Nomination Committee - - $6,000.$8,000. No additional fees are paid for attendance at Board of Director or committee meetings. Our Directors are reimbursed for any reasonable expenses incurred in attending such meetings.
The following table sets forth the cash compensation as well as certain other compensation paid to the Company’s directorsDirectors during the year ended March 31, 2008:
2009:
Name | | Fees Earned or Paid in Cash | | | Stock Awards (1) | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | | Fees Earned or Paid in Cash | | | Stock Awards (1) | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | |
Wallace W. Creek | | $ | 56,000 | | | $ | 51,875 | | | $ | — | | | $ | — | | | $ | — | | | $ | 7,007 | (2) | | $ | 114,882 | | $ | 61,250 | | | $ | 60,981 | | | $ | — | | | $ | — | | | $ | — | | | | — | | | $ | 122,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Richard H. Fleming | | | 65,000 | | | | 49,015 | | | | — | | | | — | | | | — | | | | 11,219 | (2) | | | 125,234 | | | 69,750 | | | | 62,374 | | | | — | | | | — | | | | — | | | | — | | | | 132,124 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Linda A. Goodspeed | | | 50,000 | | | | 53,365 | | | | — | | | | — | | | | — | | | | — | | | | 103,365 | | | 53,750 | | | | 66,724 | | | | — | | | | — | | | | — | | | | — | | | | 120,474 | |
Carlos Pascual (3) | | | 12,500 | | | | 16,295 | | | | — | | | | — | | | | — | | | | — | | | | 28,795 | |
Nicholas T. Pinchuk (4) | | | 64,170 | | | | 65,056 | | | | — | | | | — | | | | — | | | | 11,740 | (2) | | | 140,966 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Liam G. McCarthy | | | | 25,988 | | | | 27,596 | | | | — | | | | — | | | | — | | | | — | | | | 53,584 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nicholas T. Pinchuk | | | | 53,750 | | | | 60,530 | | | | — | | | | — | | | | — | | | | — | | | | 114,280 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen Rabinowitz | | | 59,000 | | | | 53,365 | | | | — | | | | — | | | | — | | | | 1,189 | (2) | | | 113,554 | | | 63,750 | | | | 66,724 | | | | — | | | | — | | | | — | | | | — | | | | 130,474 | |
Timothy T. Tevens (5) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Christian B. Ragot | | | | 25,988 | | | | 27,596 | | | | — | | | | — | | | | — | | | | — | | | | 53,584 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Timothy T. Tevens (2) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ernest R. Verebelyi | | | 90,000 | | | | 51,875 | | | | — | | | | — | | | | — | | | | 704 | (2) | | | 142,579 | | | 97,500 | | | | 60,981 | | | | — | | | | — | | | | — | | | | — | | | | 158,481 | |
_____________________
| (1) | (1) Represents the amount recognized for financial statement reporting purposes in accordance with FAS No. 123(R) using the assumptions set forth in the footnotes to the financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2008.2009. |
| (2) | (2) Represents travel expenses paid by the Company for the spouse of the Director in connection with a Board of Directors meeting, and a gross up for income taxes related thereto. |
| (3) Mr. Pascual retired from the Board of Directors following last year’s annual meeting. |
| (4) Includes $10,000 for compensation earned in fiscal 2007 but paid in fiscal 2008. |
| (5) Mr. Tevens receives no separate compensation as a Director of the Company. |
Directors’ and Officers’ Indemnification Insurance
Effective April 1, 2008,2009, we placed our directors and officers indemnification insurance coverage with the Cincinnati InsuranceHouston Casualty Company, Axis Reinsurance Company and Federal Insurance CompanyChubb for a term of one year at a cost of $244,915.$232,015. The total insurance coverage is $25,000,000 of “Side A” coverage and $15,000,000 of “Side B” coverage and “Side C” coverage, with Cincinnati Insurance CompanyHouston Casualty providing $10,000,000 of each type of coverage, Axis Reinsurance Company providing $5,000,000 of each type of coverage and Federal Insurance CompanyChubb providing $10,000,000 of “Side A” coverage only. This insurance provides coverage to our executive officers and directors individually where exposures exist for which we are unable to provide direct indemnification.
Contacting the Board of Directors
Our Board of Directors has adopted a written policy regarding communications with our Board of Directors. A copy of this policy is posted on the Investor Relations section of the Company’s website at www.cmworks.com.
OUR EXECUTIVE OFFICERS
Executive Officers
The following table sets forth certain information regarding our executive officers:
| Name | Age | Position |
| | |
| Timothy T. Tevens | 5253 | President, Chief Executive Officer and Director |
| | | |
| Derwin R. Gilbreath (1) | 6061 | Vice President and Chief Operating Officer |
| | | |
| Karen L. Howard | 4647 | Vice President - Finance and Chief Financial Officer |
| | | |
| Wolfgang Wegener | 6061 | Vice President and Managing Director - Columbus McKinnon Europe |
| | | |
| Joseph J. Owen | 4748 | Vice President and- Supply Chain Management |
| | |
| Charles R. Giesige | 53 | Vice President Rigging Products – the Americas |
| | |
| Gene P. Buer | 57 | Vice President Hoist Group LeaderProducts – the Americas |
| | | |
| Richard A. Steinberg | 5556 | Vice President - Human Resources |
| | | |
| Timothy R. Harvey | 5758 | General Counsel and Secretary |
__________________
| (1) | Mr. Gilbreath’s employment with us terminated in January 2009. |
All of our executive officers are elected annually at the first meeting of our Board of Directors following the Annual Meeting of Shareholders and serve at the discretion of our Board of Directors. There are no family relationships between any of our officers or Directors. Recent business experience of Mr. Tevens is set forth above under “Election of Directors.” Recent business experience of our executive officers who are not also Directors is as follows:
Derwin R. Gilbreath was elected Vice President and Chief Operating Officer in February 2005. Mr. Gilbreath has more than thirty years of experience in industrial operations and
management, including as Chief Operating Officer of the Metalworking Solutions and Services Group of Kennametal, Inc. (NYSE: KMT). Prior to joining Kennametal in 1994, he served in senior operations management positions at General Signal Corporation and NL Industries. Mr. Gilbreath’s employment with us terminated in January 2009.
Karen L. Howard was elected Vice President in January 1997 and named our Chief Financial Officer in January 2006 after having served as interim Chief Financial Officer since August 2005 and Treasurer since August 2004. From January 1997 to August 2004, Ms. Howard served as Vice President - Controller. From June 1995 to January 1997, Ms. Howard was employed by us in various financial and accounting capacities. Previously, Ms. Howard was employed by Ernst & Young LLP as a certified public accountant.
Wolfgang Wegener was elected Vice President and Managing Director - Columbus McKinnon Europe in October 2006. From January 1986 to October 2006, Mr. Wegener served as Managing Director of Yale Industrial Products GmbH, our German subsidiary. Prior thereto, he served in various financial management positions within that company.
Joseph J. Owen was elected Vice President in August 1999. From April 1997 to August 1999, Mr. Owen was employed by us as Corporate Director - Materials Management. Prior to joining us, Mr. Owen was employed by Ernst & Young LLP in various management consulting capacities.
Charles R. Giesige was elected Vice President Rigging Products – the Americas in May 2009. He joined the Company in July 2006, initially serving as Executive Director and General Manager of our CM Hoist division and later served as Executive Director of Chain and Forgings. Prior to joining the Company, Mr. Giesige was employed as Vice President and General Manager of C&D Technologies, Inc. from 1999 to 2006.
Gene P. Buer was elected Vice President Hoist Products – the Americas in May 2009. In October 2005, Mr. Buer joined the Company as President of our Crane Equipment & Service, Inc. subsidiary. In April 2007, he also assumed the position of Executive Director of our CM Hoist division. Mr. Buer owned and operated a marketing and business consulting service from October 2003 to October 2005 prior to joining our Company.
Richard A. Steinberg has been employed by us since August 2005, initially as Director – Human Resources and, since November 2005, as Vice President - Human Resources. Prior to joining us, Mr. Steinberg was employed by Praxair Inc. for ten years in various human resources capacities, most recently as a Region Leader and Human Resource Manager. Prior to joining Praxair in 1995, he held human resources positions at Computer Task Group Inc. located in Buffalo, New York and at The Goodyear Tire and Rubber Company located in Akron, Ohio.
Timothy R. Harvey has been with us since 1996, initially serving as Manager – Legal Affairs until his election as Secretary in October 2003. He also serves2003 as our General Counsel. Mr. Harvey also served as Secretary of the Company from October 2003 to July 2008. Prior to 1996, Mr. Harvey was engaged in the private practice of law in Buffalo, New York.
COMPENSATION OF EXECUTIVE OFFICERS
| Compensation Committee Report on Executive Compensation |
The Compensation and Succession Committee of the Board of Directors determines the compensation of our Chief Executive Officer and other executive officers. This Committee is composed entirely of directorsDirectors who are neither executive officers nor employees of our Company. In addition to determining the salary and bonus compensation for our executive officers, the Compensation and Succession Committee determines the grants under our Equity PlansOmnibus Plan, Non-Qualified Plan and Restricted Stock Plan (as these plans are defined below) and oversees the administration of other compensation plans and programs.
The Compensation and Succession Committee has reviewed the Compensation Discussion and Analysis set forth below and has discussed it with management. In reliance on the reviews and discussions referred to above, the Compensation and Succession Committee recommended to the Board of Directors (and the Board has approved) that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the year ended March 31, 20082009 for filing with the Securities and Exchange Commission.
May 19, 200817, 2009 | Stephen Rabinowitz,, Chairman Richard H. Fleming Liam G. McCarthy Nicholas T. Pinchuk Christian B. Ragot |
Compensation Discussion and Analysis
Overview.Overview
We are a leading worldwide designer, manufacturer and marketer of hoists, cranes, chains, conveyors, material handling systems, lift tables and component parts serving a wide variety of commercial and industrial end-user markets. Our strategy is to leverage our superior material handling design and engineering know-how to provide differentiated products, systems and services, towhich efficiently and ergonomically move, lift, position or secure material. Key products include hoists, cranes, actuators and lifting and rigging tools. We focusare focused on commercial and industrial applications that require the safety and commercial applications with the highest potential for increasing market share in countries that offer the greatest volumequality provided by our superior design and profit potential.engineering know-how.
The successful execution of our business strategy depends on our ability to attract, motivate, reward, and retain executive talent with the skills to foster innovative product and service development and grow the business in developing markets with the greatest opportunity. Our executive compensation program is designed to support this strategy by:
• | · | attracting and retaining key executive talent by offering a competitive compensation program; |
| · | motivating executive actions that lead to sustained superior performance; and |
| · | aligning executive compensation with returns delivered to shareholders. |
• motivating executive actions that lead to sustained superior performance;Overview of Fiscal Year 2009 Business Results and Performance Based Compensation
• aligning executiveOur financial results for fiscal year 2009 were significantly impacted by the rapid decline in demand for our products, specifically in the latter half of the fiscal year, in which depth, breadth and rate of decline were unprecedented. Since a significant portion of compensation with returns deliveredopportunity for our executives varies based on financial and operating performance, actual compensation for fiscal year 2009 was significantly below targeted levels established as part of our Annual Incentive Plan and long-term incentive program. As a result of the poor financial performance in fiscal year 2009 compared to shareholders.goals established at the beginning of the fiscal year, actual compensation earned by the Named Executive Officers (“NEOs”) for 2009 fell approximately 50% below the target compensation opportunities established for each NEO at the start of the fiscal year.
In addition, the NEOs voluntarily agreed to forfeit 5% of their base salaries effective February 2009 until such time that the business and financial conditions return to a more stable environment.
Further details regarding fiscal year 2009 performance can be found in the “Components of Compensation” section.
Executive Management Change in Fiscal Year 2009
In January 2009, Derwin R. Gilbreath terminated his employment with us pursuant to a separation agreement. Prior to that, Mr. Gilbreath served as the Vice President and Chief Operating Officer.
The Compensation Committee’s Role
Our compensation program is administered by the Compensation and Succession Committee of the Board of Directors (the “Compensation Committee”).
The Compensation Committee establishes performance objectives for the Chief Executive Officer (“CEO”) based on our annual business plan and long-term strategic goals approved by the Board of Directors. Progress against these goals is monitored on a quarterly basis. The Compensation Committee evaluates the CEO’s performance against these goals annually.annually, with input to the evaluation from all independent Directors. The Compensation Committee also considers market data provided by our independent consultant, comparisons of our performance to our peers, strategic achievements during the year, such as acquisitions and their integration into our business, and value-creating divestitures, as well as internal assessment of the CEO’s performance provided by other members of executive management. Based on these factors, the Compensation Committee makes recommendations concerning base salary increases, annual incentive award targets and payments under the Executive Management Variable Compensation Plan (“the Annual Incentive Plan”)Plan and awards under the Long-Term Incentive Program.our long-term incentive program. The Compensation Committee has regularly-scheduled executive sessions to discuss CEO performance and compensation and other matters without any executive officers present. All aspects of the CEO’s compensation are approved by our full Board of Directors.
The Compensation Committee approves base salary increases, Annual Incentive Plan targets and awards, under the Long-Term Incentive Programlong-term incentive program targets and awards and similar arrangements for the other named executive officersNEOs in the Summary Compensation Table below (“NEOs”) after receiving recommendations from our CEO with input from the Vice President - Human
Resources and our independent consultant. The Compensation Committee makes the final decision and approves compensation decisions for all NEOs as well as all other executive officers.
The Compensation Committee’s composition is described in more detail in this proxy statement under the section above entitled “Corporate Governance - Compensation and Succession Committee.”
Compensation Committee Advisors
Until May, 2007,The Compensation Committee has the authority under its charter to engage the services of outside consultants, to determine the scope of the consultants’ services, and to terminate such consultants’ engagement. In fiscal year 2009, the Compensation Committee retained Mercer Human Resource Consulting, an international compensation consulting firm to assist the Company in identifying a comparator group and providing comparative market data with respect to these companies, providing recommendations regarding our overall compensation program design as well as executive officers’ pay levels, and providing assistance with regulatory compliancecontinued its engagement of our compensation and benefit programs. Based in part on Mercer’s recommendations, the Committee made changes to the compensation program during fiscal 2008 as discussed herein. Beginning in May, 2007, the Committee engaged Exequity, LLP (“Exequity”), an independent compensation consulting firm, to better assist it in performing these functions. Theadvise the Compensation Committee was also assisted by internal Company staff. As was the case with Mercer, Exequity reports directlyon certain matters related to the Committee and only provides services that are authorized by the Committee.executive compensation including:
| · | a competitive compensation review of the CEO and other executive officer positions; |
| · | executive compensation trend data, including plan design. |
In fiscal year 2009, Exequity reviewed market data based upon the company’s target labor market for executive talent, presented market trends, proposed compensation, consulted on compliance issues and conducted a market review and analysis of board of directors’ compensation. Additionally, Exequity attended in person or by conference telephone all Compensation Committee meetings.
Management’s Role in the Compensation-Setting Process
Our CEO makes recommendations to the Compensation Committee concerning compensation actions for the NEOs and other executive officers (other than the CEO). In developing these recommendations, the CEO receives assistance from the Vice President - Human Resources (exceptmanagement is involved in the case of recommendations pertaining to the Vice President - Human Resources).following executive compensation processes:
| · | The Vice President Human Resources (“VP HR”) develops and oversees the creation of background and supporting materials for distribution to the Compensation Committee prior to its meetings; |
| · | The CEO, VP HR and Secretary attend all Compensation Committee meetings; |
| · | The CEO, VP HR and Director, Compensation and Benefits annually present and make recommendations to the Compensation Committee relating to annual incentives and long-term incentive plan designs and changes, if warranted; |
| · | The CEO recommends to the Compensation Committee base salary, target annual incentive and target long-term incentive adjustments for all executives, excluding the CEO; and |
| · | The VP HR receives executive session decisions, actions and underlying rationale for implementation as appropriate following the Committee’s executive sessions; |
| · | The VP HR regularly consults with and briefs the Compensation Committee chairman between scheduled meetings of the Compensation Committee. |
Compensation Philosophy and Objectives
In making decisions with respect to compensation for our NEOs and other executives, the Compensation Committee is guided by the following objectives:
| · | Our compensation program should be comprehensive, consisting of base salary, annual incentives, long-term incentives and benefits, and designed to support our objective of providing superior value to shareholders and customers.customers; |
| · | Our compensation program should be designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short, intermediate and long-term resultsresults; and |
| · | Our business success depends on our ability to attract and retain executive talent through competitive compensation opportunityopportunity. |
The following table showstables show the dollar values of our fiscal 2008year 2009 target direct pay opportunities for our NEOs:NEOs, as of April 1, 2008 and, separately, the impact of the voluntary forfeiture of 5% of base salary effective February 2009:
Executive Officer | | Base Salary | | | Annual Incentive Target Opportunity | | | Long-Term Incentive Target Opportunity | | | Total Target Pay Opportunity | | Base Salary | | | Annual Incentive Target Opportunity | | | Total Cash Compensation Opportunity | | | Long-Term Incentive Target Opportunity | | | Total Target Pay Opportunity | |
| | | | | | | | | | | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer (CEO) | | $ | 575,000 | | | $ | 431,250 | | | $ | 575,000 | | | $ | 1,581,250 | | $ | 605,000 | | | $ | 453,750 | | | $ | 1,058,750 | | | $ | 605,000 | | | $ | 1,663,750 | |
Derwin R. Gilbreath, Vice President and Chief Operating Officer (COO) | | $ | 328,000 | | | $ | 180,400 | | | $ | 262,400 | | | $ | 770,800 | |
| | | | | | | | | | | | | | | | | | | | | | |
Derwin R. Gilbreath,(1) Former Vice President and Chief Operating Officer (COO) | | | $ | 338,000 | | | $ | 185,900 | | | $ | 523,900 | | | $ | 270,400 | | | $ | 794,300 | |
| | | | | | | | | | | | | | | | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer (CFO) | | $ | 277,000 | | | $ | 138,500 | | | $ | 221,600 | | | $ | 637,100 | | $ | 288,100 | | | $ | 144,050 | | | $ | 432,150 | | | $ | 230,480 | | | $ | 662,630 | |
Wolfgang Wegener (1), Vice President and Managing Director - Columbus McKinnon Europe (VP-MD Europe) | | $ | 442,140 | | | $ | 198,963 | | | $ | 110,535 | | | $ | 751,638 | |
Joseph J. Owen, Vice President and Hoist Group Leader (VP – Hoist Leader) | | $ | 217,700 | | | $ | 97,965 | | | $ | 108,850 | | | $ | 424,515 | |
| | | | | | | | | | | | | | | | | | | | | | |
Wolfgang Wegener (2), Vice President and Managing Director - Columbus McKinnon Europe (VP-MD Europe) | | | $ | 382,246 | | | $ | 172,011 | | | $ | 554,257 | | | $ | 95,562 | | | $ | 649,818 | |
| | | | | | | | | | | | | | | | | | | | | | |
Joseph J. Owen, Vice President – Supply Chain Management | | | $ | 224,300 | | | $ | 100,935 | | | $ | 325,235 | | | $ | 112,150 | | | $ | 437,385 | |
| | | | | | | | | | | | | | | | | | | | | | |
Richard A. Steinberg Vice President - Human Resources | | | $ | 178,300 | | | $ | 80,235 | | | $ | 258,535 | | | $ | 89,150 | | | $ | 347,685 | |
(1) Mr. Wegener’s base salary and other amounts shown in the table above reflect the amounts in Euros as of March 31, 2008 converted to US dollars using the conversion rate in effect at March 31, 2008. All dollar amounts shown in this proxy statement for Mr. Wegener reflect this conversion rate unless otherwise specified.
| (1) | Mr. Gilbreath’s employment with us terminated in January 2009. Pursuant to Mr. Gilbreath’s Separation Agreement, Mr. Gilbreath was entitled to payment of the amount that would have been otherwise payable under the fiscal year 2009 Annual Incentive Plan, pro-rated through December 31, 2008. |
| (2) | Mr. Wegener’s base salary and other amounts shown in the table above reflect the amounts in Euros as of March 31, 2009 converted to US dollars using the conversion rate in effect at March 31, 2009. All dollar amounts shown in this proxy statement for Mr. Wegener reflect this conversion rate unless otherwise specified. |
Target Compensation After February 2009 5% Voluntary Forfeiture
| Executive Officer | | Base Salary | | | Annual Incentive Target Opportunity | | | Total Cash Compensation Opportunity | | | Long-Term Incentive Target Opportunity(1) | | | Total Target Pay Opportunity | |
| | | | | | | | | | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer (CEO) | | $ | 574,750 | | | $ | 431,063 | | | $ | 1,005,813 | | | $ | 605,000 | | | $ | 1,610,813 | |
| | | | | | | | | | | | | | | | | | | | | |
Derwin R. Gilbreath,(2) Former Vice President and Chief Operating Officer (COO) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer (CFO) | | $ | 273,695 | | | $ | 136,848 | | | $ | 410,543 | | | $ | 230,480 | | | $ | 641,023 | |
| | | | | | | | | | | | | | | | | | | | | |
Wolfgang Wegener (3) Vice President and Managing Director - Columbus McKinnon Europe (VP-MD Europe) | | $ | 363,134 | | | $ | 163,410 | | | $ | 526,544 | | | $ | 95,562 | | | $ | 622,106 | |
| | | | | | | | | | | | | | | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | $ | 213,085 | | | $ | 95,888 | | | $ | 308,973 | | | $ | 112,150 | | | $ | 421,123 | |
| | | | | | | | | | | | | | | | | | | | | |
Richard A. Steinberg Vice President - Human Resources | | $ | 169,385 | | | $ | 76,223 | | | $ | 245,608 | | | $ | 89,150 | | | $ | 334,758 | |
___________________
| (1) | Base salaries and annual incentive target opportunities were reduced in February, 2009. Since long-term incentive awards were previously made in May 2008, the long-term incentive opportunities for fiscal 2009 were not impacted by the salary reductions. |
| (2) | Mr. Gilbreath’s employment with us terminated in January 2009. |
| (3) | Mr. Wegener’s base salary and other amounts shown in the table above reflect the amounts in Euros as of March 31, 2009 converted to US dollars using the conversion rate in effect at March 31, 2009. All dollar amounts shown in this proxy statement for Mr. Wegener reflect this conversion rate unless otherwise specified. |
Elements of Our Compensation Program for Named Executive Officers
Our compensation philosophy and objectives are achieved by using the following elements in our compensation program for NEOs:
Element of Compensation Program | | Employees Covered | | Description | | Key Objectives Promoted |
| | | | | | |
| Annual Compensation |
|
·Salary | | All salaried employees | | Fixed annual compensation paid in accordance with our regular payroll procedures during the year. | | Designed to be market competitive and enable the Companyus to attract and retain talented executives. |
| | | | | | |
·Annual Incentive | | Approximately 150 employees | | Variable compensation based on performance achieved against pre-established goals during a one-year period. | | Designed to motivate and reward achievement of financial, operational and strategic business goals. |
Element of
Compensation Program
| | Employees Covered | | Description | | Key Objectives Promoted |
Long-Term Compensation |
|
·Stock Options | | Approximately 40 employees | | Right to purchase stock at a set price for a period of time after the right vests. Our stock options are earned based upon achievement of pre-determined one year return on invested capital goals (“ROIC”) and then vest as a result of continued employment for a stated period of time. Our initial stock option grant sizes represent between 30% and 50% of each participant’s long- term incentive target opportunity. Initial grants are adjusted by a function of our performance against a Return on Invested Capital goal established for the year prior to grant. multiplier between 0% and 150% based upon actual performance. | | Designed to be market competitive, motivate and reward achievement of stock price growth, and align employees’ interests with those of the Company’sour shareholders. |
| | | | | | |
·Restricted Stock or Restricted Stock Units | | Approximately 40 employees | | Shares of stock or stock units (which directly mirror the value of our stock) which are earned based upon achievement of pre-determined one year Return on Invested Capital Goals and then vest as a result of continued employment for a stated period of time. Our initial grant sizes represent between 30% and 50% of each participant’s long-term incentive target value. Initial grants are adjusted by a function of ourmultiplier between 0% and 150% based upon actual performance against a Return on Invested Capital goal established for the year prior to grant. | | Designed to retain executives and align their interests with those of the Company’s stockholders.our shareholders. |
Element of Compensation Program | | Employees Covered | | Description | | Key Objectives Promoted |
| | | | | | |
·Performance Shares | | 7 executive officers | | Stock which vestsis earned based on the Company’sour three year total shareholder return versus a comparator group. Initial grants represent 40% of each executive’s long-term incentive target value. Initial grants are adjusted by a multiplier between 0% and 150% based upon the actual performance. | | Designed to be market competitive, motivate and reward achievement of long-term operational and strategic business goals, align pay with performance and drive long-term shareholder value. |
| | | | | | |
| Other Compensation Elements |
·Qualified Pension Compensation | | Generally, all non-union, U.S. employees | | Company funded retirement benefits provided to employees, the amount of which depends on an employee’s years of service with the Companyus and final compensation. | | Designed to be market competitive and enable the Companyus to attract and retain talented employees. |
| | | | | | |
·Qualified Deferred Compensation | | Generally, all non-union, U.S. employees | | A 401(k) retirement savings plan that enables employees to defer a portion of their compensation withcompensation. Employee contributions made prior to March 1, 2009 are eligible for a Company matching contribution of 50% of an employee’s contributions up to 3% of salary. Effective March 1, 2009, the Company amended the 401(k) retirement savings plan to eliminate the matching formula and allow for discretionary contributions by the Company. | | Designed to be market competitive and enable the Companyus to attract and retain talented employees. The March 1, 2009 amendment to the plan was made in response to the dramatic decline in revenues experienced in the 2nd half of fiscal year 2009. |
Element of Compensation Program | | Employees Covered | | Description | | Key Objectives Promoted |
| | | | | | |
·Non-Qualified Deferred Compensation | | Approximately 40 executives and all Directors | | A retirement savings plan that enables executives and Directors to defer a portion of their cash compensation in excess of the limits established by the qualified deferred compensation plan. | | Designed to enable the Companyus to attract and retain talented executives and Directors. |
Element of
Compensation Program
| | Employees Covered | | Description | | Key Objectives Promoted |
| | | | | | | |
·Employee Stock Ownership Plan | | All non-union, U.S. employees | | A plan that enables employees to earn and share in ownership of the Company. our ownership. | | Designed to help align employees’ interests with those of our shareholders. |
| | | | | | |
·Severance Protection (pre-Change in Control) | | Generally, all non-union, U.S. employees | | Severance protection providing severance equal to one week of salary for every year of service at the Company. with us. | | Designed to be market competitive and enable the Companyus to attract and retain talented employees. |
| | | | | | |
·Severance Payments and Benefits after a Change in Control | | 14 executives | | Severance protection providing severance equal to a multiple of salary and target bonus in the event of a termination without Cause by the Companyus or for Good Reason by the Executive following a Change in Control Control. | | In addition to the Severance Protections above, designed to promote executive neutrality toward Change in Control transactions that may pose an employment risk as well as retain executives through a Change in Control transaction. |
| | | | | | |
·Benefits | | Generally, all U.S. employees | | Health, dental, life and disability insurance protections. | | Designed to be market competitive and enable the Companyus to attract and retain talented employeesemployees. |
| | | | | | |
·Perquisites | | Provided to select non- U.S. executives | | Personal benefits provided to the executive including a car. | | Designed to be market competitive and facilitate the executives’ attention to the business. |
Executive Compensation Policies and Practices
Our Target Labor Market
In administering the compensation program, the Compensation Committee relies on market data provided periodically by its independent consultant based on filings made by peer companies with the Securities and Exchange Commission. For benchmarking compensation, the Compensation Committee reviews compensation data for industrial companies of comparable size, which reflect the types of companies with which we compete for talent. Here, we use a broader industrial market reference because the number of direct product and service market competitors is limited. Many of the companies that provide similar products and services are either privately-held, headquartered overseas, or part of a larger enterprise; therefore, executive
compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete.
Historically, we have used a peer group for benchmarking compensation. The peer group incorporates companies that we consider primary competitors for talent and capital. The peers consist of industrial companies of comparable size to us (generally one-half to twice our size in terms of revenue), which typically have significant employee populations in manufacturing, product engineering and sales. In selecting the peers, the Compensation Committee excluded some companies that fit the above description but had low relative corporate governance ratings. The compensation peer group for fiscal 2008year 2009 consisted of the following companies:
· | Actuant Corp. | | · | Kadant, Inc. |
| · | Alamo Group Inc. | | ·Astec Industries | Kaydon, Corp. |
| · | Barnes Group Inc. | | · | Lydall, Inc. |
| · | Blount International | | · | Milacron, Inc. |
| · | Bucyrus International, Inc. | | · | Miller Industries |
| · | Cascade | | · | Nordson Corp. |
| · | Circor International | | ·Franklin Electric·Gardner Denver
·Gehl
·IDEX
·
| Robbins & Myers |
| · | Clarcor Inc. | | · | Tennant |
| · | Enpro Industries, Inc. | | · | Thermadyne Holding Corp. |
| · | Esco Technologies, Inc. | | · | Titan International, Inc. |
| · | Federal Signal Corp. | | · | Twin Disc, Inc. |
| · | Gardner Denver Inc. | | · | Valmont Industries, Inc. |
| · | Gehl | | · | Wabash National Corp. |
| · | Graco, Inc. | | · | Watts Water Technologies, Inc. |
| · | Idex Corp. | | · | Xerium Technologies, Inc. |
In addition, we also consider data from compensation surveys published by leading compensation consulting and advisory firms that are compiled by our consultant.including Mercer Benchmark Survey – Executive and for Mr. Wegener the Hay Group Survey-Germany. The survey analysis targets companies of comparable size in the durable goods manufacturing sector, supplemented with general industry data as needed.
One of our NEOs, Mr. Wolfgang Wegener, lives and works in Germany. The Compensation Committee considers differences in market practice and currency exchange rates between the U.S. and Germany in making compensation decisions for Mr. Wegener. In administering Mr. Wegener’s compensation, the Compensation Committee considers both market practice in Germany as well as internal equity between Mr. Wegener and our other executive officers.
The analysis of both the peer group and published surveys includes base salary, annual bonus, long-term compensation and total compensation.
Our Target Pay Mix
The total compensation package for our executive officers consists of base salary, annual incentives, long-term incentives and benefits. In determining both the target level of compensation and mix of compensation elements, we consider market practice, business objectives, expectations of our shareholders, and our own subjective assessment of individual executives’ performance, growth and future potential.
We have chosen a target mix of base salary, annual incentives and long-term incentives that generally reflects our peer industrial companies with actual pay mix varying based on the performance of our Company and of the individual. Peer company practices will continue to be monitored as one reference point as we make decisions regarding target pay mix. However, we will also continue to make strategic decisions based on our unique business objectives and circumstances, which may differ from peer company practices.practices and circumstances.
While our target pay mix includes significant incentive opportunity, historically much of our compensation has been delivered in the form of base salary – due in past years to below target performance, resulting in below target annual incentive payouts, and longer intervals for granting long-term incentive opportunities.awards. In recent years, we have moved to elevatesignificantly elevated our
performance and strengthenstrengthened our pay-for-performance orientation with a higher proportion of compensation provided through variable pay. We believe the current target pay mix achieves several important objectives: it supports a strong pay-for-performance culture; it balances the focus on annual and long-term objectives in support of our business strategy; it satisfies the need for flexibility to motivate and reward exceptional performance; and it maximizes tax deductibility of compensation.
The approximate current target pay mix for our executive officers is set forth in the table below. The target pay mix for each NEO is based on current base salary and targeted annual and long-term incentive multiples as a percentage of base salary.
| Executive Officer | | Base Salary | | Annual Incentives | | Long-Term Incentives | | Base Salary | | Annual Incentives | | Long-Term Incentives |
| | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer | | 36% | | 28% | | 36% | | 36% | | 28% | | 36% |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | 43% | | 23% | | 34% | |
| | | | | | | | |
Derwin R. Gilbreath,(1) Former Vice President and Chief Operating Officer | | | 43% | | 23% | | 34% |
| | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | 43% | | 22% | | 35% | | 43% | | 22% | | 35% |
| | | | | | | | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | 59% | | 26% | | 15% | | 59% | | 26% | | 15% |
Joseph J. Owen, Vice President and Hoist Group Leader | | 51% | | 23% | | 26% | |
| | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | | 51% | | 23% | | 26% |
| | | | | | | | |
Richard A. Steinberg Vice President - Human Resources | | | 51% | | 23% | | 26% |
____________________________
| (1) | Mr. Gilbreath’s employment with us terminated in January 2009. |
Factors Considered in Making Compensation Decisions
Actual compensation levels are a function of Company and individual performance as described under each specific compensation element below. When making pay decisions, the Compensation Committee considers the competitiveness of individual elements of compensation as well as the aggregate sum of base salary, annual incentives and the expected value of long-term incentives (determined at grant) for an executive officer. Awards are generally prorated if aan NEO is promoted during the year, based on the timing of the promotion. The Compensation Committee may also consider salary increase history, past bonus awards and past equity awards as context in understanding year-to-year changes in compensation and retention effect of prior awards. Under the Annual Incentive Plan and Long-Term Incentive Program,long-term incentive program, initial award amountsawards are determined based onupon target values established for each of the NEOs and then adjusted upon comparison of actual performance to pre-established criteria. The Compensation Committee retains the discretion to decrease the size of individual awards in situations where an executive officer’s individual performance falls below expectations. Final decisions on any major element of compensation, as well as total compensation for executive officers, are made by the Compensation Committee or the full Board of Directors.
The compensation program is generally applied consistently to NEOs. Exceptions related to CEO compensation are noted throughout this report. In addition, Mr. Wegener’s position is located in Germany, and exceptions related to his compensation are noted throughout this report.
CEO Pay-for-Performance AnalysisThe Compensation Committee’s Position on Compensation and Excessive Risk
In establishing the structure and levels of executive compensation, the Compensation Committee has been mindful of the potential for risk taking by management to achieve certain target or above target incentives. The Compensation Committee has sought to balance fixed and variable compensation, short-term and long-term compensation, the performance metrics used in determining incentive compensation and the level of in-service and post-retirement benefits to mitigate against unnecessary or excessive risk taking.
During fiscal year 2009 the latter half of fiscal 2008, atCompany adopted additions to the request of the Compensation Committee, Exequity conducted an historical pay-for-performance analysis of ourexecutive compensation program as appliedthat further align with shareholder interest and encourage management not to our CEO to provide a perspective on the alignment of pay with performance of our CEO in relation to the peer group used for compensation benchmarking in fiscal 2008. The analysis looked at the most recent three, five and nine year periods covered by publicly available data, generally covering the years 1998 to 2006.
The Exequity analysis considered each of the following compared with the peer group of companies used for compensation benchmarking for the 3, 5 and 9 year periods:take excessive risks. Those additions are:
· | Realized Pay – base salary, plus annual bonus paid, plus increase/decrease in realized/realizable spread value of stock options, increase/decrease in value realized/realizable for restricted stock or restricted stock units,· | Beginning with fiscal year 2010, a minimum cash flow trigger must be satisfied before any payouts can be made under the Annual Incentive Plan; and the value paid out for performance units/shares. |
· | Performance – measured using Total Shareholder Return· | Stock Ownership guidelines were adopted for 3, 5 and 9 year periods.all officers. |
Based on this analysis, Exequity concluded that there was an appropriate degree of alignment between actual compensation realized and performance for our CEO in relation to the compensation benchmark peer group companies for the 5 and 9 year period. For the 3 year period, Exequity concluded that the compensation program lacked the incentive potential of the companies utilized in the comparative analysis, primarily due to historically lower levels of stock option and other long-term equity incentive grants at the Company compared to the grants made by the compensation benchmark peer group companies. The Compensation Committee will review the results of this analysis and determine what, if any, changes to the compensation program are desirable. The Compensation Committee also plans to perform this analysis from time to time in the future.
Components of Compensation
Base Salary
Base salary provides a fixed amount of compensation necessaryappropriate to attract and retain key executives and to offsetunderpin the cyclicality of our business whichthat can cause fluctuations in variable compensation from year to year. The Compensation Committee reviews base salaries on an annual basis, recommends adjustments to the CEO’s salary to the Board of Directors, and approves adjustments for other NEOs. Salary adjustments are based on an assessment of the individual executive’s performance and merit including the company’s code of conduct and corporate governance principles, our goal of achieving market parity with the salaries of executives in the competitive market, recognition of promotion or other increases in responsibility, the scope of the executive’s role relative to our other executives, and the general economic environment impacting the Company. History of salary increases may also be reviewed and considered. Mid-year adjustments are considered when there is a significant change in the executive’s role or responsibility.
Each executive officer’s corporate position is assigned a title classification reflecting evaluation of the position’s overall contribution to our corporate goals and the value the labor market places on the associated job skills. A range of appropriate salaries is then assigned to that
title classification.
Each Spring, these salary ranges are reviewed and may be adjusted to reflect market conditions, including changes in comparison companies, inflation and supply and demand in the market. The midpoint of the salary range corresponds to a “market rate” salary which the Compensation Committee believes is appropriate for an experienced executive who is performing satisfactorily, with salaries in excess of the salary range midpoint appropriate for executives whose performance is deemed superior or outstanding.
The Compensation Committee has recommended that any progression within theadjustments to salary range for an executive officer will depend upon a formal annual review of job performance, accomplishments and progress toward individual and/or overall goals and objectives for each segment of our business that such executive officer oversees, as well as his or her contributions to our overall direction. Long-term growth in shareholder value is an important factor. The results of executive officers’ performance evaluations, as well as their demonstration and support of the Company’s values, including strong ethics, leadership style, and sound corporate governance, form a part of the basis of the Compensation Committee’s decision to approve, at its discretion, future adjustments in base salaries of our executive officers.
BaseThe Committee approved the following base salary adjustments for fiscaleffective April 1, 2008 for our NEOs are shown below:NEOs:
Executive Officer | | Fiscal 2007 Base Salary | | | Fiscal 2008 Base Salary | | | Percentage Increase | | Fiscal 2008 Base Salary | | | April 2008 Base Salary | | | Percentage Increase | | | February 2009 Base Salary(1) | |
| | | | | | | | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer | | $ | 550,000 | | | $ | 575,000 | | | | 4.5 | % | | $ | 575,000 | | | $ | 605,000 | | | | 5.2 | % | | $ | 574,750 | |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | $ | 315,000 | | | $ | 328,000 | | | | 4.1 | % | |
| | | | | | | | | | | | | | | | | | |
Derwin R. Gilbreath, Former Vice President and Chief Operating Officer | | | $ | 328,000 | | | $ | 338,000 | | | | 3.0 | % | | __ | |
| | | | | | | | | | | | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | $ | 265,000 | | | $ | 277,000 | | | | 4.5 | % | | $ | 277,000 | | | $ | 288,100 | | | | 4.0 | % | | | 273,695 | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe (1) | | $ | 373,324 | | | $ | 442,140 | | | | 0 | % | |
Joseph J. Owen, Vice President and Hoist Group Leader | | $ | 211,200 | | | $ | 217,700 | | | | 3.1 | % | |
| | | | | | | | | | | | | | | | | | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe (2) | | | $ | 371,115 | | | $ | 382,246 | | | | 3.0 | % | | | 363,134 | |
| | | | | | | | | | | | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | | $ | 217,700 | | | $ | 224,300 | | | | 3.0 | % | | | 213,085 | |
| | | | | | | | | | | | | | | | | | |
Richard A. Steinberg Vice President - Human Resources | | | $ | 171,400 | | | $ | 178,300 | | | | 4.0 | % | | | 169,385 | |
| (1) | Effective February 2009, the NEOs voluntarily forfeited 5% of their salary until such time as the financial condition of the company returns to a more stable environment. |
_____________________________| (2) | Mr. Wegener’s 2008 and 2009 salaries are based upon actual salary in Euros converted to US dollars based upon the March 31, 2009 exchange rate. |
(1) Mr. Wegener was promoted in October 2006. In December 2006, he received a substantial salary increase and it was determined that his next salary review would occur in April 2008. The base salary increase for Mr. Wegener reflects only the different euro to dollar conversion rates in effect on March 31, 2007 and March 31, 2008.22
Annual Incentive Plan
The purpose of the Annual Incentive Plan is to attract, motivate, reward, and retain highly qualified executives on a competitive basis and provide financial incentives that promote Company success. This Planplan is designed to maximize the deductibility of bonuses paid under the Annual Incentive Plan by qualifying them as performance-based compensation not subject to the Internal Revenue
Code Section 162(m)’s $1,000,000 limit on the deductibility of compensation.
At the beginning of each fiscal year, our Compensation Committee recommends, and our Board approves, the key measures or “Drivers” for the Annual Incentive Plan. The Annual Incentive Plan focuses on the short-term goals that are most important to our success over the fiscal year, and that are generally within the control of the participants. It is the policy and ongoing intention of our Board of Directors to establish targeted performance levels for each Driver as soon as the fiscal year budget is adopted which typically is just prior to or just afterat the start of such fiscal year.the respective performance periods. Targeted performance levels are generally set for our Company as a whole, but may also encompass individual business units, groups, or divisions as appropriate. Drivers and targeted performance levels are based on the Board of Directors’ assessment of our priorities, outlook, current and projected economic conditions and other pertinent factors, and are intended to be challenging, but achievable, with significant and effective effort. The Board of Directors reviews audited year-end results to determine whether targeted performance levels have been met. The Board of Directors retains discretion to cap, reduce, or eliminate payments under the Annual Incentive Plan.
The Board of Directors also determines the weighting to be assigned to each Driver. For each Driver, goals are set at threshold, target, and maximum levels. Payouts are determined by multiplying the appropriate weighting by the percentages outlined in the table below; linear interpolation is used to determine percentages are interpolated when performance falls between levels. The aggregate payout to any NEO may not exceed 300% of target.
Driver Performance Level | | Percentage of Target (to be multiplied by weight for each Driver) |
| | |
| Maximum Performance Level (or higher) | | 300% |
| Target Performance Level | | 100% |
| Threshold Performance Level | | 50% |
| Below Threshold Performance Level | | 0% |
Drivers and associated weightings for fiscal 2008,year 2009, which were established by the Board of Directors for each executive officer, are shown below. NEOs with corporate responsibilities are measured primarily on consolidated results. Fiscal 2008year 2009 Drivers reflected the importance to us in fiscal 2008year 2009 of profitability, growth and efficient usageuse of capital. NEOs with specific business unit responsibility are measured on both consolidated and business unit results. Mr. Tevens, as CEO, has a specific Driver associated with succession planning given the importance of leadership to our future. This is intended to encourage and enhance his focus on the development and maintenance of sound succession plans for key management positions as well as on meaningful and robust leadership development processes.
| Fiscal 2008 Drivers | | Timothy T. Tevens | | Derwin R. Gilbreath | | Karen L. Howard | | Wolfgang Wegener | | Joseph J. Owen |
Consolidated Earnings Before Interest and Taxes | | 40% | | 45% | | 45% | | 22.5% | | 22.5% |
Consolidated Sales Growth | | 20% | | 25% | | 25% | | 12.5% | | 12.5% |
Consolidated Inventory Turns | | 10% | | 15% | | 15% | | 7.5% | | 7.5% |
Return on Capital for certain domestic businesses (1) | | 10% | | 15% | | 15% | | 7.5% | | 7.5% |
Succession Planning based on the Committee’s evaluation of performance relative to specific, pre-established objectives | | 20% | | N/A | | N/A | | N/A | | N/A |
Financial Performance for certain domestic businesses (1) | | N/A | | N/A | | N/A | | N/A | | 50% |
Financial Performance for certain international business (1) | | N/A | | N/A | | N/A | | 50% | | N/A |
| Fiscal 2009 Drivers | | Timothy T. Tevens | | Derwin R. Gilbreath | | Karen L. Howard | | Wolfgang Wegener | | Joseph J. Owen | | Richard A. Steinberg |
| | | | | | | | | | | | | |
| US Sales Growth | | 15% | | 15% | | 15% | | 7.5% | | 7.5% | | 15% |
| | | | | | | | | | | | | |
| Non-US Sales Growth | | 15% | | 15% | | 15% | | 7.5% | | 7.5% | | 15% |
| | | | | | | | | | | | | |
| Operating Income | | 50% | | 50% | | 50% | | 25% | | 25% | | 50% |
| | | | | | | | | | | | | |
| Working Capital Utilization | | 20% | | 20% | | 20% | | 10% | | 10% | | 20% |
| | | | | | | | | | | | | |
| US Sales Growth – Hoist Group | | N/A | | N/A | | N/A | | N/A | | 7.5% | | N/A |
| | | | | | | | | | | | | |
| Non-US Sales Growth – Hoist Group | | N/A | | N/A | | N/A | | N/A | | 7.5% | | N/A |
| | | | | | | | | | | | | |
| Operating Income – Hoist Group | | N/A | | N/A | | N/A | | N/A | | 25% | | N/A |
| | | | | | | | | | | | | |
| Working Capital Utilization – Hoist Group | | N/A | | N/A | | N/A | | N/A | | 10% | | N/A |
| | | | | | | | | | | | | |
| Sales Growth – Europe Region | | N/A | | N/A | | N/A | | 15% | | N/A | | N/A |
| | | | | | | | | | | | | |
| Operating Income – Europe Region | | N/A | | N/A | | N/A | | 25% | | N/A | | N/A |
| | | | | | | | | | | | | |
| Working Capital Utilization – Europe Region | | N/A | | N/A | | N/A | | 10% | | N/A | | N/A |
_________________________________________________
| (1) Certain drivers and associated weightings were set with respect to certain of our divisions. We do not disclose this information because we believe it is confidential and its disclosure would cause us competitive harm |
The fiscal 2008year 2009 targets, performance achieved as a percent of target, and the fiscal 2008year 2009 payout percentages under each Driver are shown below. In evaluating performance in fiscal 2008 on the Consolidated Earnings Before Interest and Taxes driver, the Compensation Committee chose to add back a non-cash impairment charge that was taken against the Company’s Univeyor assets. The Univeyor business is in the process of being divested in the near term. This adjustment resulted in an increase in the Consolidated Earnings Before Interest and Taxes driver, which had an overall impact on annual bonuses for the NEOs ranging from 3% to 7%.
| | | Fiscal 2009 Targets (Dollars in Millions) | | | Fiscal 2009 Performance | |
| Fiscal 2009 Drivers | | Threshold | | | Target | | | Maximum | | | % of Target | |
| | | | | | | | | | | | | |
| Domestic (US) Sales Growth | | $ | 2.0 | | | $ | 13.9 | | | $ | 44.0 | | | | 0 | % |
| | | | | | | | | | | | | | | | | |
| International (non US) Sales Growth | | $ | 3.0 | | | $ | 17.8 | | | $ | 58.0 | | | | 0 | % |
| | | | | | | | | | | | | | | | | |
| Operating Income | | $ | 81.5 | | | $ | 85.7 | | | $ | 96.5 | | | | 0 | % |
| | | | | | | | | | | | | | | | | |
| Working Capital Utilization | | | 19.4 | % | | | 18.1 | % | | | 16.0 | % | | | 96 | % |
| | | | | | | | | | | | | | | | | |
| Domestic (US) Sales Growth – Hoist Group | | $ | 2.3 | | | $ | 8.3 | | | $ | 23.9 | | | | 0 | % |
| | | | | | | | | | | | | | | | | |
| International (non US) Sales Growth – Hoist Group | | $ | 0.5 | | | $ | 1.8 | | | $ | 5.3 | | | | 115 | % |
| | | | | | | | | | | | | | | | | |
| Operating Income – Hoist Group | | $ | 46.8 | | | $ | 49.0 | | | $ | 54.3 | | | | 0 | % |
| | | | | | | | | | | | | | | | | |
| Working Capital Utilization – Hoist Group | | | 19.5 | % | | | 19.1 | % | | | 18.0 | % | | | 50 | % |
| | | | | | | | | | | | | | | | | |
| Sales Growth – Europe Region | | $ | 2.9 | | | $ | 13.4 | | | $ | 41.8 | | | | 55 | % |
| | | | | | | | | | | | | | | | | |
| Operating Income – Europe Region | | $ | 15.8 | | | $ | 17.1 | | | $ | 20.3 | | | | 0 | % |
| | | | | | | | | | | | | | | | | |
| Working Capital Utilization – Europe Region | | | 23.8 | % | | | 22.8 | % | | | 20.8 | | | | 0 | % |
| | | Fiscal 2008 Targets | | Fiscal 2008 Performance % of Target |
| Fiscal 2008 Drivers | | Threshold | | Target | | Maximum |
Consolidated Earnings Before Interest and Taxes | | $70.0 million | | $78.6 million | | $90.0 million | 71% |
Consolidated Sales Growth | | $9.0 million | | $33.6 million | | $91.4 million | 126% |
Consolidated Inventory Turns | | 5.1x | | 5.6x | | 6.5x | 0% |
Return on Capital for certain domestic businesses | | (1) | | (1) | | (1) | 93% |
Succession Planning based on the Committee’s evaluation of performance relative to specific, pre-established objectives | | (2) | | (2) | | (2) | (2) |
Financial Performance for certain domestic businesses | | (1) | | (1) | | (1) | 59% |
Financial Performance for certain international business | | (1) | | (1) | | (1) | 180% |
__________________ | (1) We do not disclose goals that are not based on consolidated results because we believe such information is confidential and its disclosure would cause us competitive harm. We believe the goals established for these drivers are challenging, but achievable with significant and effective effort. |
| (2) Succession planning goals for Mr. Tevens are not entirely objective. Thus, threshold, target, and maximum levels of performance are not readily defined at the beginning of the performance period. |
__________________________
Annual incentive targets, percent of target awarded based on performance and percentage of base salary awarded based on performance for fiscal 2008year 2009 are shown below:
| Executive Officer | | Annual Incentive Target (% of Base Salary) | | Actual Payout Based on Performance Achieved (% of Target Award) | | Actual Payout Based on Performance Achieved (% of Base Salary) | | Annual Incentive Target (% of Base Salary) | | Actual Payout Based on Performance Achieved (% of Target Award) | | Actual Payout Based on Performance Achieved (% of Base Salary) |
| | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer | | 75% | | 83% | | 62% | | 75% | | 19% | | 14% |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | 55% | | 78% | | 43% | |
| | | | | | | | |
Derwin R. Gilbreath, Former Vice President and Chief Operating Officer | | | 55% | | 19% | | 8% |
| | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | 50% | | 78% | | 39% | | 50% | | 19% | | 10% |
Wolfgang Wegener, Vice President and Managing Director -Columbus McKinnon Europe | | 45% | | 129% | | 58% | |
Joseph J. Owen, Vice President and Hoist Group Leader | | 45% | | 68% | | 31% | |
| | | | | | | | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | | 45% | | 18% | | 8% |
| | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | | 45% | | 23% | | 10% |
| | | | | | | | |
Richard A. Steinberg Vice President - Human Resources | | | 45% | | 19% | | 9% |
____________________________
See the Summary Compensation Table for actual awards for fiscal 2008year 2009 performance made to NEOs.
Awards to NEOs are made under the Annual Incentive Plan in order to maximize deductibility of these amounts for federal income tax purposes under Section 162(m) of the Internal Revenue Code. The portion of Mr. Tevens’ award that is attributable to succession planning is not expected to meet the performance-based criteria required by Section 162(m) for income tax deductibility. However, the Compensation Committee has determined that it is in our best interest to include succession planning as a criterion for Mr. Tevens even though that portion of the award may not be deductible.
Long-Term Incentives
The objectives of our Long-Term Incentiveslong-term incentive program are to:
| · | link executive compensation and our long-term performance,performance; |
| · | better align key employees with our business strategies and with our shareholders’ interestsinterests; and |
| · | provide opportunity for long-term compensation that is competitive with peer companies and sufficient to attract and retain executive talent to effectively manage our business objectives. |
In developing target levels for long-term incentive compensation for NEOs in conjunction with our current equityequity-based compensation strategy, the following factors were considered:
| · | a competitive analysis provided by our consultant,analysis; |
| · | the impact of the NEOs’ roles within our CompanyCompany; and |
| · | the cost and share usage associated with the proposed plan. |
Target long-term incentives (as a percentage of salary) are as follows:
| Executive Officer | | Long-Term Incentive Target (% of Base Salary) |
| | |
Timothy T. Tevens, President and Chief Executive Officer | | 100% |
| | |
Derwin R. Gilbreath, Former Vice President and Chief Operating Officer | | 80% |
| | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | 80% |
| | |
Wolfgang Wegener, Vice President and Managing Director -– Columbus McKinnon Europe | | 25% |
| | |
Joseph J. Owen, Vice President and Hoist Group Leader- Supply Chain Management | | 50% |
| | |
Richard A. Steinberg Vice President - Human Resources | | 50% |
____________________________
These targets may be adjusted by the Compensation Committee.26
The target long-term incentive mix for our NEOs consists of non-qualified stock options (30% of target value), restricted stock or restricted stock units (30% of target value), and
performance shares (40% of target value). Dollar values are converted to share numbers based on an estimate of expected value at initial grant.
In May 2008, the Compensation Committee changed the process and timing for granting equity under the long-term incentive program. For fiscal year 2009, grants of options and restricted stock units were approved by the Committee and granted in the first quarter of fiscal 2009 with vesting of the awards subject to fiscal 2009 performance. For fiscal 2008 and prior years, grants of options and restricted stock units were made following the completion of the fiscal year based on performance during the prior year. As a result of this change, in May 2008, grants of stock options and restricted stock units were made covering both fiscal 2008 and fiscal 2009 as reflected in the Grants of Plan-Based Awards Table. The following tables summarize the equity granted as part of the NEOs’ annual compensation for fiscal year 2008 and fiscal year 2009.
| Fiscal Year 2008 | | Performance Period | | Initial Grant Date | | Initial Grant as a Percent of Target | | Date Grant Adjusted for Actual Performance | | Shares or Units Earned as a Percent of Target |
| | | | | | | | | | |
| Performance Shares Subject to Total Shareholder Return | | April 2007 to March 2010 | | May 2007 | | 150% | | May 2010 | | TBD |
| | | | | | | | | | |
| Options Subject to ROIC Performance | | April 2007 to March 2008 | | N/A(1) | | N/A(1) | | May 2008 | | 78% |
| | | | | | | | | | |
| Restricted Stock Units Subject to ROIC Performance | | April 2007 to March 2008 | | N/A(1) | | N/A(1) | | May 2008 | | 78% |
_________________________
| (1) | Options and Restricted Stock Units subject to ROIC Performance were granted after the performance period for fiscal year 2008; therefore, there was no initial grant. |
| Fiscal Year 2009 | | Performance Period | | Initial Grant Date | | Initial Grant as a Percent of Target | | Date Grant Adjusted for Actual Performance | | Shares or Units Earned as a Percent of Target |
| | | | | | | | | | | |
| Performance Shares – Subject to Total Shareholder Return | | April 2008 to March 2011 | | May 2008 | | 100% | | May 2011 | | TBD |
| | | | | | | | | | | |
| Options Subject to ROIC Performance | | April 2008 to March 2009 | | May 2008 | | 100% | | May 2009 | | 0% |
| | | | | | | | | | | |
| Restricted Stock Units Subject to ROIC Performance | | April 2008 to March 2009 | | May 2008 | | 100% | | May 2009 | | 0% |
______________________
The fiscal year 2009 initial grant of options and restricted stock or restricted stock units was approved by the Compensation Committee and granted at the start of the respective performance periods as shown in the table below.
| Executive Officer | | Target Number of Performance Shares Subject to Three Year Total Shareholder Return Performance (1) | | Target Number of Options Granted Subject to One Year ROIC Performance (1) | | Target Number of Restricted Stock Units Granted Subject to One Year ROIC Performance (1) |
| | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer | | 8,304 | | 11,800 | | 6,228 |
| | | | | | | |
Derwin R. Gilbreath, Former Vice President and Chief Operating Officer | | 3,711 | | 5,274 | | 2,784 |
| | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | 3,163 | | 4,495 | | 2,373 |
| | | | | | | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | 1,545 | | 2,196 | | 1.159 |
| | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | 1,539 | | 2,187 | | 1,154 |
| | | | | | | |
Richard A. Steinberg, Vice President - Human Resources | | 1,224 | | 1,739 | | 918 |
_________________________
| (1) | Grant represents target value for fiscal year 2009 and was granted on May 19, 2008. |
Stock Options, Restricted Stock and Restricted Stock Units. Stock options are included to link compensation toalign management and shareholder interest by encouraging decisions and actions that result in long-term stock price appreciation and support our growth objectives.ownership interest for management. In order to support retention and align executives with our stock performance over a longer horizon, options which are earned then vest 25% annually over four yearsthe 2nd through 5th anniversary from the initial grant date of target awards and remain exercisable for 10 years from the date of grant.
Restricted stock and restricted stock unit awards are designed to support executive retention and share ownership. Vesting of awards under the Restricted Stock Plan and the Omnibus Planour equity plans is at the discretion of the Compensation Committee, subject to certain limitations; however, in fiscal year 2009 the current practice of the Compensation Committee iswas to have such awards vest ratably over three years beginning on the third anniversary of the date of the award.
For fiscal 2008, grantsyear 2009, the number of stock options and restricted stock or restricted stock units in the following year (e.g., fiscal 2009) will be determinedthat may vest is subject to adjustment based on an evaluation of Return on Invested CapitalROIC performance for the fiscal year ended (e.g., fiscal 2008)year 2009). Awards are determined in the following manner:
Return On Invested Capital Performance Level | Return On Invested Capital Amount | Grant Value (% of target) | | Return On Invested Capital Amount | | % of Target Earned |
| | | | | | |
| Below Threshold | Less than 8.3% | 0% | | Less than 9.6% | | 0% |
| Threshold | 8.3% | 50% | | 9.6% | | 50% |
| Target | 10.2% | 100% | | 10.5% | | 100% |
| Maximum | 12.1% | 150% | | 12.3% | | 150% |
GrantLinear interpolation will be used to calculate grant levels between threshold and maximum will be interpolated based onThreshold, Target and/or Maximum results.
For fiscal 2007, we setyear 2009, the targetthreshold level of Return on Invested CapitalROIC at 10.2%. Because we did9.6% was not achieveachieved, thus 100% of the threshold for Return on Invested Capital, no stock options orand restricted stock units tied to return on invested capital performance were grantedforfeited in fiscal 2008 for fiscal 2007 performance.year 2009.
Performance Shares. Grants of performance shares are made annually, with vesting dependent upon performance achieved during a three-year performance period. Actual vesting of the awards and their ultimate value will be determined by relative three-year total shareholder return. Total shareholder return is based on annualized rates of return reflecting stock price appreciation plus reinvestment of dividends, if applicable. Performance will be assessed against a broaderthe same set of peer companies thanas is used for compensation benchmarking, in order to (i) reduce the possibility of distortions in performance within a small group, (ii) better reflect the companies we compete with for capital and (iii) provide a more stable peer group over the 3-year measuring period, by reducing the effect of consolidation and attrition. The peer companies consist of companies that are of comparable size to us (generally one-half to twice our size in terms of revenue) and that we consider to be primary competitors for talent, capital, and/or customers:
| · | Actuant Corp. | | · | Kadant, Inc. |
| · | Alamo Group Inc. | | · | Kaydon, Corp. |
| · | Barnes Group Inc. | | · | Lydall, Inc. |
| · | Blount International | | · | Milacron, Inc. |
| · | Bucyrus International, Inc. | | · | Miller Industries |
| · | Cascade | | · | Nordson Corp. |
| · | Circor International | | · | Robbins & Myers |
| · | Clarcor Inc. | | · | Tennant |
| · | Enpro Industries, Inc. | | · | Thermadyne Holding Corp. |
| · | Esco Technologies, Inc. | | · | Titan International, Inc. |
| · | Federal Signal Corp. | | · | Twin Disc, Inc. |
| · | Gardner Denver Inc. | | · | Valmont Industries, Inc. |
| · | Gehl (1) | | · | Wabash National Corp. |
| · | Graco, Inc. | | · | Watts Water Technologies, Inc. |
| · | Idex Corp. | | · | Xerium Technologies, Inc. |
(1) Gehl was acquired in October 2008 and was dropped from the peer company calculation of relative performance and compensation peer group at that time.
·Actuant
·Alamo Group
·Albany International
·Ampco-Pittsburgh
·Astec Industries
·Badger Meter
·Blount International
·Cascade
·Circor International
·Clarcor
·Esco Technologies
·Flanders
·Flow International
·Foster
·Franklin Electric
·Gardner Denver
·Gehl
| ·Gorman-Rupp
·Graco
·Hardinge
·Idex
·Kadant
·Kaydon
·Lydall
·Middleby
·Nordson
·Robbins & Myers
·Tennant
·Thermadyne Holdings
·Valmont Industries
·Wabtec
·Watts Water Technologies
·Wolverine Tube
|
This list of companies is broader than the list of companies used for compensation benchmarking because we needed a sufficiently larger group of companiesFor fiscal year 2009, performance shares are subject to permit meaningful total shareholder return relative analysis. If we had used the same group as the compensation benchmarking peer group, changes in a single company’s stock price and return would have a disproportionate impactadjustment based on the relative total shareholder return measure. By using a broader group of companies, we are able to mitigate that effect and get a better measure of how the company performs on a relative basis.
The performance and payout relationship isas illustrated in the table below:
Relative Total Shareholder Return Performance | | Payout (% of Target) |
| | |
| Below 25th Percentile | | 0% |
| 25th Percentile | | 25% |
| Median | | 100% |
| 75th Percentile and above | | 150% |
PayoutLinear interpolation will be used to establish payout levels between threshold and maximum will be interpolated based onThreshold, Target and/or Maximum results.
Executive Officer | Performance Shares Granted (1) |
Timothy T. Tevens,
President and Chief Executive Officer
| 13,883 |
Derwin R. Gilbreath,
Vice President and Chief Operating Officer
| 6,336 |
Karen L. Howard,
Vice President – Finance and Chief Financial Officer
| 5,350 |
Wolfgang Wegener,
Vice President and Managing Director - Columbus McKinnon Europe
| 2,151 |
Joseph J. Owen,
Vice President and Hoist Group Leader
| 2,628 |
______________________
| (1) The number of performance shares actually earned and issued will be determined at the end of the performance cycle at the end of fiscal 2010.
|
The long-term incentive strategy is designed to support our business strategy and the interests of our shareholders. Where possible, the program has been designed such that long-term incentives can qualify as performance-based compensation so that the expense associated with the program is fully deductible for federal income tax purposes. Stock options, restricted stock and performance shares are expected to qualify as performance-based compensation.
Stock Option Granting Practices
Historically, we have made periodic stock option grants to NEOs. No grants were made to NEOs in fiscal years 2006, 2007 or 2008; the last grant was made in fiscal 2005, except for NEOs newly hired or promoted. The exercise price for any stock option is equal to the fair market value on the date of grant, which is an average of the opening and closing price on the date of grant. The date of grant is the date of the Board of Directors meeting at which the award is approved.
Retirement and Deferred Compensation
Retirement benefits provided to NEOs (other than Mr. Wegener) are the same as those provided to our other full-time, salaried domestic employees. Retirement programs are designed to provide a competitive benefit to employees while allowing the Company to manage costs.
The Columbus McKinnon Corporation Monthly Retirement Benefit Plan, a defined benefit pension plan (the “Pension Plan”), provides an annual benefit at age 65 equal to the product of (i) 1% of the participant’s final average earnings (which is generally equal to the higher of (a) the average 12-consecutive month earnings during the last consecutive 60 months prior to retirement or (b) the average 12-consecutive month earnings during any 60-consecutive month period within the last 120 months prior to retirement) plus 0.5% of that part, if any, of final average earnings in excess of social security covered compensation, multiplied by (ii) such participant’s years of credited service, limited to 35 years.
Mr. Wegener is covered by a pension plan sponsored by our German subsidiary, Yale Industrial Products GmbH. This defined benefit pension plan provides an annual benefit at age 65 equal to the product of (i) 0.5% of the highest average annual earnings of five years in succession of the last ten years prior to retirement, multiplied by (ii) credited years of service prior to age 65.
We also maintain a 401(k) retirement savings plan covering non-union domestic employees. Highly compensated employees may contribute up to 7% (6% after February 7, 2008)6% of annual cash compensation (base salary and payments under the Annual Incentive Plan) subject to limits set by the Internal Revenue Code. We matchContributions made prior to March 1, 2009 are eligible for a Company matching contribution of 50% of the employee’s contributioncontributions up to 3% of salary. Effective March 1, 2009, the Company amended the 401(k) retirement savings plan to eliminate the matching formula and allow for discretionary contributions by the Company.
We maintain an Employee Stock Ownership Plan for the benefit of our domestic, non-union employees including our domestic NEOs. This Plan is considered a retirement benefit by the Company in conjunction with its defined benefit pension and 401(k) retirement savings plan.plans.
During fiscal year 2008, we established a non-qualified deferred compensation plan (the “NQDC Plan”) under which eligible participants (including our Directors and domestic NEOs) may elect to defer a portion of their cash compensation. The NQDC Plan does not currently offer a company match on participant contributions. Participants may defer up to 75% of their base salary and up to 100% of annual short-term and long-term incentive cash compensation. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements.
Stock Ownership
Consistent with our objective of aligning management’s interests with shareholders, we have established stock ownership requirements for all corporate and operating officers to maintain or accumulate minimum ownership levels of the Company’s Common Stock. Executives are required to retain a portion of their equity compensation upon vesting in shares or exercise of options. The portion that each executive must continue to hold is described as the retention ratio which is applied to the after-tax shares received by the executive. If the value of shares held by an executive exceeds a specified multiple of base salary, the executive is no longer subject to the retention ratio requirement with respect to additional after-tax shares received by the executive. The following table summarizes the ownership guidelines as well as the respective retention ratio for executives.
| Position / Title | | Multiple of Base Salary | | Retention Ratio |
| | | | |
| Chief Executive Officer | | 5X | | 50% |
| | | | |
| Chief Operating Officer and Chief Financial Officer | | 4X | | 50% |
| | | | |
| Executive Committee Members (other than COO and CFO) | | 3X | | 50% |
| | | | |
| Other Officers | | 2X | | 40% |
Other Benefits and Perquisites
We provide very limited perquisites and other compensation to our NEOs. Instead, as previously discussed, we have elected to provide competitive fixed compensation through salary and benefits with opportunity for additional compensation through variable compensation based on Company performance.
NEOs may participate in benefit plans that are offered generally to salaried domestic employees such as those described above, as well as short and long-term disability, life insurance, health and welfare benefits, and paid time off.
Because the market for executive talent is national, and in some cases, global, we may recruit from outside of the regional area in order to obtain top talent. We may elect to pay relocation costs for full-time employees who are required to relocate in connection with their employment (including NEOs) to minimize any financial detriment to the employee. In situations where we pay relocation cost, we may also provide a payment to cover the cost of any additional taxes the employee incurs as a result of the reimbursement (a gross-up payment).
Mr. Wegener is employed in Germany and receives government benefits including health care, pension and unemployment insurance, for which we provide mandatory contributions. Mr. Wegener is also covered by workers’ compensation insurance, for which we make contributions on his behalf. Mr. Wegener is also entitled to the use of an automobile for business purposes.
Employment and Change-In-Control Agreements
Employment Agreements
With the exception of Mr. Wegener, the Company has no employment agreements with its NEOs, but does provide these other NEOs with eligibility for severance benefits under our general severance policy upon delivery of an acceptable release of legal claims, i.e., severed employees are paid one week of their base salary for every year of service at the Company.
Mr. Wegener’s agreement, entered into in 1996, does not have a fixed term and may be terminated by either party upon delivering written notice at least six months prior to the end of a calendar quarter. Mr. Wegener’s base salary is reviewed and may be adjusted annually. Mr. Wegener also participates in our Annual Incentive Plan and Long-Term Incentivelong-term incentive Program.
Mr. Wegener’s agreement contains various restrictive covenants relating to the protection of confidential information and non-disclosure.
Change in Control Agreements
We have entered into change in control agreements with Messrs. Tevens, Owen, Steinberg, and Gilbreath, Ms. Howard and Mr. Owen and certain other of our officers and employees. The intent of these agreements is to provide executive officers with financial security in the event of a change-of-controlchange in control to facilitate a transaction which may benefit shareholders but result in job loss to executives. The change in control agreements provide for an initial term of one year, which, absent delivery of notice of termination, is automatically renewed annually for an additional one year term.
Generally, each of the NEOs (other than Mr. Wegener) is entitled to receive, upon termination of employment within 366 months ofpreceding or 24 months after a change in control of our Company (unless such termination is because of death, disability, for cause or by the officer or employee other than for “good reason,” as defined in the change in control agreements), (i) a lump sum severance payment equal to three times the sum of (A) his or her annual salary and (B) the greater of (1) the annual target bonus under the Annual Incentive Plan in effect on the date of termination and (2) the annual target bonus under the Annual Incentive Plan in effect immediately prior to the change in control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage for 36 monthsif COBRA is elected under our medical and life insurancethe company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which he or she would have accrued under our tax-qualified retirement plans had he or she continued to be employed by us for three additional years, (iv) unless otherwise provided in an equity award agreement, all options, restricted shares or units and (iv)performance shares or units become fully vested and (v) certain other specified payments.
Aggregate “payments in the nature of compensation” (within the meaning of Section 280G of the Internal Revenue Code) payable to any executive or employee under the change in control agreements is limited to the amount that is fully deductible by us under Section 280G of the Internal Revenue Code less one dollar. The events that trigger a change in control under these agreements include (i) the acquisition of 20% or more of our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board of Directors, (iii) certain mergers or consolidations, (iv) certain sales or transfers of substantially all of our assets and (v) the approval by our shareholders of a plan of dissolution or liquidation.
Under the 2002 Restricted Stock Plan (the “Restricted Stock Plan”), the 2002 Incentive Stock Option Plan (the “ISO Plan”), the 2002 Non-Qualified Stock Option Plan (the “Non-Qualified Plan”) and the 2006 Long Term Incentive Plan (the “Omnibus Plan”) (collectively, the “Equity Plans”), vesting of equity awards is generally not accelerated upon a change-in-control unless the executive experiences a covered termination. Change in control benefits are provided only upon a covered termination in order to support and promote shareholder interests by limiting cost of these agreements and providing a potential retention vehicle. Severance benefits payable upon a change in control are also limited to the amount that is fully tax deductible to us, which limits our cost.
As a result of the changes to the requirements for deferrals of compensation, which also generally impacted severance and change-in-control arrangements, the Compensation Committee undertook a thorough review of the NEOs Change In Control agreements during fiscal 2008, assisted by Company Management, Exequity and outside legal counsel. As a result of this review, the Compensation Committee concluded that the Change In Control Agreements should be amended so as to comply with the requirements of Internal Revenue Code Section 409A and
to be revised for current best-practice thinking in regard to Change In Control protection. The changes to the agreements included: revising the definition of good reason; revising the timing of severance payments; reducing the period of protection following a change in control from 3 years to 2 years; revising the severance payments to better reflect the impact of the age of the NEO; revising the definition of change in control; adding protection against reduction of base salary immediately prior to a termination following a change in control; adding protection for the NEOs’ earned prior year bonus that has not yet been paid at the time of a termination following a change in control; eliminating the “continued pay” provisions; and, making post-termination benefits easier to provide in light of Section 409A and other regulatory requirements. These changes are anticipated to be made to the Change In Control agreements during fiscal 2009.
Tax and Accounting Considerations
The Compensation Committee has considered the implications of Section 162(m) of the Internal Revenue Code in making decisions concerning compensation design and administration. The Compensation Committee views tax deductibility as an important consideration and intends to maintain deductibility wherever possible, but also believes that our business needs should be the overriding factor of compensation design. Therefore, the Compensation Committee believes it is important to maintain flexibility and has not adopted a policy requiring that specific programs meet the requirements of performance-based compensation under Section 162(m). Nevertheless, we believe that all compensation provided to the NEOs for fiscal year 2009 is fully deductible. The Committee also considers tax implications for executives and structures its compensation programs to comply with Section 409A of the Internal Revenue Code. Accounting and cost implications of compensation programs are considered in program design; however, the main factor is alignment with our business needs.
Incentive Plans
2006 Long Term Incentive Plan. In May 2006, we adopted the Omnibus Plan and reserved, subject to certain adjustments, an aggregate of 850,000 shares of our common stock for issuance thereunder. The Omnibus Plan was approved by our shareholders in July 2006 at our 2006 Annual Meeting. Under the terms of Omnibus Plan, incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and stock bonuses may be granted by our Compensation Committee to our officers and other key employees, as well as to non-employee directors. In fiscal 2008,year 2009, we granted 34,45743,535 shares of performance-based restricted stock, 7,60112,436 shares of our common stock, and 1,84232,050 restricted stock units and 139,150 stock options under the Omnibus Plan. There are 783,510649,330 shares remaining for future issuance under the Omnibus Plan. We plan to utilize these available shares in connection with future grants where appropriate.
Non-Qualified Stock Option Plan. In October 1995, we adopted the Columbus McKinnon Corporation Non-Qualified Stock Option Plan (the “Non-Qualified Plan”) and reserved, subject to certain adjustments, an aggregate of 250,000 shares of our common stock for issuance thereunder. Under the terms of the Non-Qualified Plan, which was amended in 1999, options may be granted by our Compensation Committee to our officers and other key employees as well as to non-employee directors and advisors. In fiscal 2008, we granted options to purchase 5,000 shares of our common stockyear 2009, no grants were made under the Non-Qualified Plan. There are 58,32059,670 shares remaining for future issuance under the Non-Qualified Plan. We plan to utilize these available shares in connection with future option grants where appropriate.
Incentive Stock Option Plan. Our ISO Plan, which was adopted in October 1995 and
amended in 2002, authorizes our Compensation Committee to grant to our officers and other key employees stock options that are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code. The ISO Plan reserved, subject to certain adjustments, an aggregate of 1,750,000 shares of common stock to be issued thereunder. Options granted under the ISO Plan become exercisable over a four-year period at the rate of 25% per year commencing one year from the date of grant at an exercise price of not less than 100% of the fair market value of our common stock on the date of grant. Any option granted thereunder may be exercised not earlier than one year and not later than ten years from the date the option is granted. In the event of certain extraordinary transactions, including a change in control, the vesting of such options would automatically accelerate. In fiscal 2008, we did not grant any options to purchase shares of our common stock under the ISO Plan. There are 74,155 shares remaining for future issuance under the ISO Plan. We plan to utilize these available shares in connection with future option grants where appropriate.
Restricted Stock Plan. OurThe Columbus McKinnon Corporation Restricted Stock Plan (the “Restricted Stock Plan”), which was adopted in October 1995 and amended in 2002, reserves, subject to certain adjustments, an aggregate of 150,000 shares of our common stock to be issued upon the grant of restricted stock awards thereunder. Under the terms of the Restricted Stock Plan, our Compensation Committee may grant to our employees restricted stock awards to purchase shares of common stock at a purchase price of not less than $.01 per share. Shares of common stock issued under the Restricted Stock Plan are subject to certain transfer restrictions and, subject to certain exceptions, must be forfeited if the grantee’s employment with us is terminated at any time prior to the date the transfer restrictions have lapsed. Grantees who remain continuously employed with us become vested in their shares five years after the date of the grant, or earlier upon death, disability, retirement or other special circumstances. The restrictions on any such stock awards automatically lapse in the event of certain extraordinary transactions, including a change in our control. In fiscal 2008, we awarded 1,000year 2009, no grants were made of shares of our common stock under the Restricted Stock Plan. There are 47,000 shares remaining for future issuance under the Restricted Stock Plan. We plan to utilize these available shares in connection with future awards where appropriate.
Annual Incentive Plan. In 2006, we adopted the Annual Incentive Plan to replace our previous corporate incentive plan and to pay covered employees appropriate bonuses for their performance and to obtain, for federal income tax purposes, the deductibility of bonus awards made under this Plan. Accordingly, the amounts payable under this Plan are intended to constitute “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code. Our executive officers and certain of our managers are eligible to participate in the Annual Incentive Plan. Under this Plan, for each fiscal year, the objective performance goal(s) for each participant is set by the Compensation Committee within the first 90 days of the fiscal year. The performance goals will relate to one or more business criteria within the meaning of Section 162(m) of the Internal Revenue Code, but limited to: net earnings (either before or after interest, taxes, depreciation and amortization), economic value-added (as determined by the Compensation and Succession Committee), sales or revenue, net income (either before or after taxes), operating earnings or income, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on investment, return on shareholders’ equity, return on assets or net assets, return on capital, debt reduction, stockholder returns, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, cost reduction or savings, customer or employee satisfaction, safety, working capital, earnings or diluted earnings per share, price per share of our common stock, and market share, any of which may be measured either in absolute terms or as compared to any incremental
increase or as compared to results of a peer group. After the end of each fiscal year, the Compensation Committee will determine and certify in writing the amount of bonus to be awarded to each participant in accordance with the limitations established by the Plan, which bonus will be paid in cash.
401(k) Plan. We maintain a 401(k) retirement savings plan which covers all of our non-union employees in the U.S., including our executive officers, who have completed at least 90 days of service. Eligible participants may contribute up to 30% of their annual compensation (6% for highly compensated employees), subject to an annual limitation as adjusted by the provisions of the Internal Revenue Code. Employee contributions through February 28, 2009, are matched by usthe Company in an amount equal to 50% of the employee’s contributions, as such term is defined in the 401(k) Plan. Our matching contributions are limited to the first 3.0% of the employee’s base pay and vest at the rate of 20% per year. Effective March 1, 2009, the Company amended the 401(k) retirement savings plan to eliminate the matching formula and allow for discretionary contributions by the Company. No discretionary contributions were made in fiscal year 2009.
Summary Compensation Table
The following table sets forth the cash compensation as well as certain other compensation earned during the years ended March 31, 2009, 2008 and 2007, for the Company’s Chief Executive Officer, Chief Financial Officer and each of its three other most highly compensated executive officers who received annual compensation in excess of $100,000:
Name and Principal Position | | Fiscal Year | | Salary | | Bonus | | Stock Award | | Option Awards(1) | | Non-Equity Incentive Plan Compensation(2) | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | | All Other Compensation | | Total |
Timothy T. Tevens, President and Chief Executive Officer | | 2009 2008 2007 | | $603,022 575,000 550,000 | | $─ ─ ─ | | $179,953 112,260 ─ | | $45,170 108,565 91,875 | | $82,764 357,995 401,198 | | $11,354 (4) 13,864 37,432 | | $8,094(5) 11,805 10,357 | | $930,357 1,179,489 1,090,862 |
| | | | | | | | | | | | | | | | | | | |
Derwin R. Gilbreath(3), Former Vice President and Chief Operating Officer | | 2009 2008 2007 | | 260,000 328,000 315,000 | | ─ ─ ─ | | (51,233) 51,233 ─ | | 15,244 96,974 84,375 | | 26,770 139,882 149,030 | | (40,404)(4) 22,213 18,191 | | 163,606(5) 11,805 222,037 | | 373,983 650,107 788,633 |
| | | | | | | | | | | | | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | 2009 2008 2007 | | 287,159 277,000 265,000 | | ─ ─ ─ | | 69,018 43,262 ─ | | 12,654 20,938 14,700 | | 26,275 107,393 113,977 | | 2,528(4) 6,531 24,252 | | 8,094(5) 11,805 10,090 | | 405,728 466,929 428,019 |
| | | | | | | | | | | | | | | | | | | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | 2009 2008 2007 | | 379,061(6) 442,140 359,332 | | ─ ─ ─ | | 33,741 17,559 ─ | | 6,788 13,137 150,338 | | 29,170 256,205 336,447 | | 214,019(7) 203,687 661,296 | | ─ ─ ─ | | 662,779 932,728 1,507,413 |
| | | | | | | | | | | | | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | 2009 2008 2007 | | 223,566 217,700 211,200 | | ─ ─ ─ | | 33,770 21,250 ─ | | 9,255 25,114 22,050 | | 22,295 66,979 94,764 | | 6,368(4) 8,635 21,033 | | 8,094(5) 11,957 10,090 | | 303,348 351,635 359,137 |
| | | | | | | | | | | | | | | | | | | |
Richard A. Steinberg, Vice President - Human Resources(8) | | 2009 | | 177,717 | | ─ | | 26,699 | | 133,368 | | 14,635 | | 14,385(4) | | 8,094(5) | | 374,898 |
Name and Principal Position | | Fiscal Year | | Salary | | | Bonus | | Stock Award | | Option Awards(1) | | Non-Equity Incentive Plan Compensation(2) | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | | | All Other Compensation | | | Total |
Timothy T. Tevens, President and Chief Executive Officer | | | 2008 2007 | | $ | 575,000 550,000 | | | $ | ─ ─ | | $ | 112,260 ─ | | $ | 108,565 91,875 | | $ | 357,995 401,198 | | $ | 13,864 37,432 | (3) | | $ | 11,805 10.357 | (4) | | $ | 1,179,489 1,090,862 |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | | 2008 2007 | | | 328,000 315,000 | | | | ─ ─ | | | 51,233 ─ | | | 96,974 84,375 | | | 139,882 149,030 | | | 22,213 18,191 | (3) | | | 11,805 222,037 | (4) | | | 650,107 788,633 |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | | 2008 2007 | | | 277,000 265,000 | | | | ─ ─ | | | 43,262 ─ | | | 20,938 14,700 | | | 107,393 113,977 | | | 6,531 24,252 | (3) | | | 11,805 10,090 | (4) | | | 466,929 428,019 |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | | 2008 2007 | | | 442,140 359,332 | (5) | | | ─ ─ | | | 17,559 ─ | | | 13,137 150,338 | | | 256,205 336,447 | | | 203,687 661,296 | (6) | | | ─ ─ | | | | 932,728 1,507,413 |
Joseph J. Owen, Vice President and Hoist Group Leader | | | 2008 2007 | | | 217,700 211,200 | | | | ─ ─ | | | 21,250 ─ | | | 25,114 22,050 | | | 66,979 94,764 | | | 8,635 21,033 | (3) | | | 11,957 10,090 | (4) | | | 351,635 359,137 |
| (1) | (1) Represents the amount recognized for financial statement reporting purposes in accordance with FAS No. 123(R) using the assumptions set forth in the footnotes to the financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2008.2009. These values include expense for option awards granted prior to fiscal 2008,year 2009, all or a portion of which vested in fiscal 2008.year 2009. |
(2) Represents awards under the Annual Incentive Plan earned in fiscal 2008 and paid in fiscal 2009.| (2) | Represents awards under the Annual Incentive Plan earned in fiscal year 2009 and paid in fiscal year 2010. |
| (3) | (3) Mr. Gilbreath’s employment with us terminated in January 2009. |
| (4) | Represents the aggregate increasechange in actuarial value under the Columbus McKinnon Corporation Monthly Retirement Benefit Plan from DecemberMarch 31, 20062008 to DecemberMarch 31, 2007.2009. |
| (5) | (4) ConsistsFor Messrs. Tevens, Owen, Steinberg and Ms. Howard, consists of: (i) the value of shares of common stock allocated in fiscal 2008year 2009 under our Employee Stock Ownership Plan, or ESOP, to accounts for Messrs. Tevens and Gilbreath, Ms. Howard and Mr. Owen in the amount of $4,935$984 each, (ii) premiums for group term life insurance policies insuring thetheir lives of Messrs. Tevens and Gilbreath, Ms. Howard and Mr. Owen in the amount of $120$141 each and (iii) our matching contributions under our 401(k) plan for Messrs. Tevens and Gilbreath, Ms. Howard and Mr. Owen in the amount of $6,750$6,900 each. The amount reflected for Mr. Owen alsoGilbreath includes a service award$27,300 accrued vacation, $79,300 severance, $50,000 in other payments made in fiscal year 2009 pursuant to his separation agreement, as well as $106 for group term life insurance, and matching contributions under the 401(k) plan in the amount of $151.$6,900.
|
| (6) | (5) Represents payments to Mr. Wegener of €279,960,€285,954, as converted based on the conversion rate in effect on March 31, 2008.2009. |
| (7) | (6) Represents the aggregate increase in actuarial value under the Yale Industrial Products GmbH Pension Plan from March 31, 20072008 to March 31, 20082009 of €128,973,€161,451, as converted based on the conversion rate in effect on March 31, 2008.2009. |
| (8) | No prior year data included for Richard A. Steinberg, Vice President - Human Resources, because he was not an NEO prior to fiscal year 2009. |
Grants of Plan-Based Awards
The following table sets forth information with respect to plan-based awards granted in fiscal 2008year 2009 to the executives named in the summary compensation table.table including awards under the Annual Incentive Plan (AIP), and equity awards of stock options (SO), performance shares (PS) and restricted stock units (RSU)
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | |
| Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards per Share | Grant Date Fair Value of Stock and Option Awards(2) |
Timothy T. Tevens, President and Chief Executive Officer | AIP PS SO RSU SO RSU | 5/19/08(3) 5/19/08(3) 5/19/08(3) 5/19/08(4) 5/19/08(4) | $215,531 | $431,063 | $1,293,188 | 4,152 5,900 3,114 | 8,304 11,800 6,228 | 12,456 17,700 9,342 | 4,629 | 8,770 | $28.45 $28.45 | $233,093 $181,484 $177,187 $131,638 $131,695 |
Derwin R. Gilbreath, Former Vice President and Chief Operating Officer | AIP PS SO RSU SO RSU | 5/19/08(3) 5/19/08(3) 5/19/08(3) 5/19/08(4) 5/19/08(4) | 92,950 | 185,900 | 557,700 | 1,856 2,637 1,392 | 3,711 5,274 2,784 | 5,567 7,911 4,176 | 2,112 | 4,002 | $28.45 $28.45 | $104,168 $ 81,114 $ 79,205 $ 60,070 $ 60,086 |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | AIP PS SO RSU SO RSU | 5/19/08(3) 5/19/08(3) 5/19/08(3) 5/19/08(4) 5/19/08(4) | 68,424 | 136,848 | 410,543 | 1,582 2,248 1,187 | 3,163 4,495 2,373 | 4,745 6,743 3,560 | 1,784 | 3,380 | $28.45 $28.45 | $ 88,785 $ 69,133 $ 67,512 $ 50,734 $ 50,755 |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | AIP PS SO RSU SO RSU SO | 5/19/08(3) 5/19/08(3) 5/19/08(3) 5/19/08(4) 5/19/08(4) 01/19/09 | 81,705 | 163,410 | 490,230 | 773 1,098 580 | 1,545 2,196 1,159 | 2,318 3,294 1,739 | 754 | 1,428 10,000 | $28.45 $28.45 $20.86 | $ 43,368 $ 33,774 $ 32,974 $ 21,434 $ 21,451 $ 0 |
Joseph J. Owen, Vice President - Supply Chain Management | AIP PS SO RSU SO RSU | 5/19/08(3) 5/19/08(3) 5/19/08(3) 5/19/08(4) 5/19/08(4) | 47,944 | 95,888 | 287,665 | 770 1,094 577 | 1,539 2,187 1,154 | 2,309 3,281 1,731 | 876 | 1,660 | $28.45 $28.45 | $ 43,200 $ 33,636 $ 32,831 $ 24,917 $ 24,922 |
Richard A. Steinberg, Vice President - Human Resources | AIP PS SO RSU SO RSU | 5/19/08(3) 5/19/08(3) 5/19/08(3) 5/19/08(4) 5/19/08(4) | 38,112 | 76,223 | 228,670 | 612 870 459 | 1,224 1,739 918 | 1,836 2,609 1,377 | 690 | 1,307 | $28.45 $28.45 | $ 34,358 $ 26,746 $ 26,117 $ 19,618 $ 19,631 |
Name (1) | | Grant Date | | 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
| | All Other Option Awards: Number of Securities Underlying Options
| | Exercise or Base Price of Option Awards per Share
| | Grant Date Fair Value
of Stock
and Option Awards(2)
|
| | | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer
| | 4/1/07
5/21/07
| | $ | 215,625
─
| | $ | 431,250
─
| | $ | 1,293,750
─
| | $ | ─
57,500
| | $ | ─
230,000
| | $ | ─
345,000
| | ─
─
| | ─
─
| | $ | ─
─
| | $ | ─
─
|
Derwin R. Gilbreath,
Vice President and Chief Operating Officer
| | 4/1/07
5/21/07
| | 90,200
─
| | 180,400
─
| | 541,200
─
| | ─
26,240
| | ─
104,960
| | ─
157,440
| | ─
─
| | ─
─
| | ─
─
| | ─
─
|
Karen L. Howard, Vice President – Finance and Chief Financial Officer
| | 4/1/07
5/21/07
| | 69,250
─
| | 138,500
─
| | 415,500
─
| | ─
22,160
| | ─
88,640
| | ─
132,960
| | ─
─
| | ─
─
| | ─
─
| | ─
─
|
Wolfgang Wegener,
Vice President and Managing Director - Columbus McKinnon Europe
| | 4/1/07
5/21/07
| | 99,481
─
| | 198,963
─
| | 596,889
─
| | ─
11,054
| | ─
44,214
| | ─
66,231
| | ─
─
| | ─
─
| | ─
─
| | ─
─
|
Joseph J. Owen,
Vice President and Hoist Group Leader
| | 4/1/07
5/21/07
| | 48,983
─
| | 97,965
─
| | 293,895
─
| | ─
11,054
| | ─
43,540
| | ─
63,510
| | ─
─
| | ─
─
| | ─
─
| | ─
─
|
___________________
| (1) Represents the potential payout range under the Annual Incentive Plan discussed above. The final fiscal 2008year 2009 payout can be found in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” |
| (2) | (2) Represents the potential payout range related to the performance share portion of long termlong-term incentives, subject to achievement of performance targets. |
| (3) | Represents grants made in fiscal year 2009 subject to the achievement of future performance targets. |
| (4) | Represents grants made in fiscal year 2009 relating to awards earned for fiscal year 2008 performance. |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information with respect to the executives named in the summary compensation table relating to unexercised stock options, stock that has not vested, and equity incentive plan awards outstanding as of March 31, 2008:2009:
| | | Option Awards | | Stock Awards |
Name | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
Timothy T. Tevens, President and Chief Executive Officer | | 23,810(1) 30,190(1) 38,620(2) 21,380(2) 93,750(3) | ─ ─ ─ ─ 31,250 | ─ | $20.60 20.60 10.00 10.00 5.46 | 4/1/09 4/1/09 8/20/11 8/20/11 5/17/14 | | ─ | ─ | 13,883(7) | $430,095 |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | 23,750(4) | 11,250 | ─ | 13.91 | 3/29/15 | | ─ | ─ | 6,336(7) | 196,289 |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | 22,345(1) 13,655(1) 40,500(2) 4,500(2) 15,000(3) | ─ ─ ─ ─ 5,000 | ─ | $20.60 20.60 10.00 10.00 5.46 | 4/1/09 4/1/09 8/20/11 8/20/11 5/17/14 | | ─ | ─ | 5,350(7) | 165,743 |
Wolfgang Wegener, Vice President and Managing Director – Columbus McKinnon Europe | | 1,000(5) 18,000(1) 15,000(2) 10,000(3) 2,500 | ─ ─ ─ 5,000 7,500(6) | ─ | 29.00 20.60 10.00 5.46 20.86 | 6/1/08 4/1/09 8/20/11 5/17/14 10/17/16 | | ─ | ─ | 2,151(7) | 66,638 |
Joseph J. Owen, Vice President and Hoist Group Leader | | 1,000(5) 18,000(1) 22,500(2) ─(3) | ─ ─ ─ 7,500 | ─ | 29.00 20.60 10.00 5.46 | 6/1/08 4/1/09 8/20/11 5/17/14 | | ─ | ─ | 2,628(7) | 81,415 |
| | | Option Awards | | Stock Awards |
| Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
Timothy T. Tevens, President and Chief Executive Officer | | 23,810(1) 30,190(1) 38,620(2) 21,380(2) 125,000(3) | | ─ ─ ─ ─ ─ ─(7) 8,770(8) | | ─ | | $20.60 20.60 10.00 10.00 5.46 28.45 28.45 | | 4/1/09 4/1/09 8/20/11 8/20/11 5/17/14 5/19/18 5/19/18 | | 4,629(11) | | 40,365 | | 13,883(6) 8,304(9) ─(10) | | $121,060 72,411 54,308 |
| | | | | | | | | | | | | | | | | | | |
Derwin R. Gilbreath, Former Vice President and Chief Operating Officer | | 23,750(4) | | ─ | | ─ | | 13.91 | | 4/05/09 | | ─ | | ─ | | ─ | | |
| | | | | | | | | | | | | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | 22,345(1) 13,655(1) 40,500(2) 4,500(2) 20,000(3) | | ─ ─ ─ ─ ─ ─ (7) 3,380(8) | | ─ | | $20.60 20.60 10.00 10.00 5.46 28.45 28.45 | | 4/1/09 4/1/09 8/20/11 8/20/11 5/17/14 5/19/18 5/19/18 | | 1,784(11) | | 15,556 | | 5,350(6) 3,163(9) ─ (10) | | 46,652 27,581 20,693 |
| | | | | | | | | | | | | | | | | | | |
Wolfgang Wegener, Vice President and Managing Director – Columbus McKinnon Europe | | 18,000(1) 15,000(2) 15,000(3) | | ─ ─ ─ 10,000(5) ─ (7) 1,428(8) | | ─ | | 20.60 10.00 5.46 20.86 28.45 28.45 | | 4/1/09 8/20/11 5/17/14 10/17/16 5/19/18 5/19/18 | | 754(11) | | 6,575 | | 2,151(6) 1,545(9) ─ (10) | | 18,757 13,472 10,106 |
| | | | | | | | | | | | | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | 18,000(1) 22,500(2) 7,500(3) | | ─ ─ ─ ─ (7) 1,660(8) | | ─ | | 20.60 10.00 5.46 28.45 28.45 | | 4/1/09 8/20/11 5/17/14 5/19/18 5/19/18 | | 876(11) | | 7,639 | | 2,628(6) 1,539(9) ─ (10) | | 22,916 13,420 10,063 |
| | | | | | | | | | | | | | | | | | | |
Richard A. Steinberg, Vice President - Human Resources | | 33,750(12) | | 11,250(12) ─ (7) 1,307(8) | | ─ | | 21.61 28.45 28.45 | | 10/16/15 5/19/18 5/19/18 | | 690(11) | | 6,017 | | 2,069(6) 1,224(9) ─ (10) | | 18,042 10,673 8,005 |
| (1) | (1) These options were granted on April 1, 1999 and vestvested ratably over a four-year period, beginning April 1, 2000. |
| (2) | (2) These options were granted on August 20, 2001 and vestvested ratably over a four-year period, beginning August 1, 2002. |
| (3) | (3) These options were granted on May 17, 2004 and vestvested ratably over a four-year period, beginning May 17, 2005. |
| (4) | (4) These options were granted on March 29, 2005 and vestvested ratably over a four-year period, beginning March 29, 2006. |
| (5) | (5) These options were granted on June 1, 1998January 19, 2009 and vest ratably over a four-year period, beginning June 1, 1999.75% on January 19, 2010 and 100% on October 17, 2010. |
| (6) | (6) These options were granted on October 17, 2006 and vest ratably over a four-year period, beginning October 17, 2007. |
| (7) These performance shares were granted May 21, 2007 and vest ratably over100% after a three-year period, beginning May 21, 2007. The number of performance shares earned will be determined at the end of thethree year performance period April 1, 2007 through March 31, 2010. |
Options Exercised and Stock Vested(7) | For fiscal 2009, options were granted May 19, 2008 subject to adjustment based on ROIC goals for the year. Since the threshold level of ROIC was not achieved in fiscal 2009, all options were forfeited. |
| (8) | These options were granted May 19, 2008 and vest 25% per year beginning May 19, 2009. |
| (9) | These performance shares were granted May 19, 2008 and vest 100% after a three year performance period April 1, 2008 through March 31, 2011. |
| (10) | For fiscal 2009, restricted stock units were granted on May 19, 2008 subject to adjustment based on ROIC goals for the year. Since the threshold level of ROIC was not achieved in fiscal 2009, all restricted stock units were forfeited. |
| (11) | These shares were granted May 19, 2008, and vest 33⅓% per year beginning May 19, 2011. |
| (12) | These options were granted on October 16, 2005 and vest ratably over a four-year period beginning October 16, 2006. |
Options Exercised and Stock Vested
The following table sets forth information with respect to the executives named in the summary compensation table relating to thedid not exercise of stock options, stock appreciation rights andor similar rights, and the vesting ofdid not vest any stock in connection therewith,or stock units in fiscal 2008:year 2009.
| | | Option Awards | | Stock Awards |
| Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise(1) | | Number of Shares Acquired on Vesting | | Value Realized on Vesting |
Timothy T. Tevens, President and Chief Executive Officer | | ─ | | ─ | | ─ | | ─ |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | 10,000 | | $180,900 | | ─ | | ─ |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | ─ | | ─ | | ─ | | ─ |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | ─ | | ─ | | ─ | | ─ |
Joseph J. Owen, Vice President and Hoist Group Leader | | 15,000 | | 353,775 | | ─ | | ─ |
____________________
| (1) Represents the difference between the option exercise price and the average of the high and low prices of our common stock on the date of exercise as quoted on Nasdaq. |
Pension Plan
The Pension Plan is a non-contributory, defined benefit plan which provides certain of our domestic employees with retirement benefits. As defined in the Pension Plan, a participant’s annual pension benefit at age 65 is equal to the product of (i) 1% of the participant’s final average earnings, as calculated by the terms of the Pension Plan, plus 0.5% of that part, if any, of final average earnings in excess of such participant’s “social security covered compensation,” as such term is defined in the Pension Plan, multiplied by (ii) such participant’s years of credited service, limited to 35 years. Plan benefits are not subject to reduction for social security benefits.
As discussed above, Mr. Wegener is covered by a pension plan sponsored by our German subsidiary, Yale Industrial Products GmbH. This defined benefit pension plan provides an annual benefit at age 65 equal to the product of (i) 0.5% of the highest average annual earnings of five years in succession of the last ten years prior to retirement, multiplied by (ii) credited years of service prior to age 65.
The following table sets forth with respect to each of our plans that provides retirement benefits to our NEOs, (i) the years of credited service of each of the executives named in the summary compensation table, (ii) the present value of his or her accumulated benefit and (iii) payments received by him or her during fiscal 2008:year 2009:
| Name | | Plan Name | | Number of Years of Credited Service(1) | | Present Value of Accumulated Benefit | | Payments During Last Fiscal Year |
| | | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | 17.25 | | $259,881(2) | | ─ |
| | | | | | | | | |
Derwin R. Gilbreath,(3) Former Vice President and Chief Operating Officer | | ─ | | ─ | | ─ | | ─ |
| | | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | 13.25 | | 139,642(2) | | ─ |
| | | | | | | | | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | Yale Industrial Products GmbH Pension Plan | | 31.42 | | 2,945,719(4) | | ─ |
| | | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | 11.25 | | 122,241(2) | | ─ |
| | | | | | | | | |
Richard A. Steinberg, Vice President - Human Resources | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | 3.25 | | 49,724(2) | | ─ |
Name | | Plan Name | | Number of Years of Credited Service(1) | | | Present Value of Accumulated Benefit | | Payments During Last Fiscal Year |
Timothy T. Tevens, President and Chief Executive Officer | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | | 15.67 | | | $ | 239,606 | (2) | ─ |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | | 1.83 | | | | 40,404 | (2) | ─ |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | | 11.50 | | | | 128,719 | (2) | ─ |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe | | Yale Industrial Products GmbH Pension Plan | | | 30.42 | | | | 3,254,506 | (3) | ─ |
Joseph J. Owen, Vice President and Hoist Group Leader | | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | | | 9.67 | | | | 109,279 | (2) | ─ |
_____________________________________________
| (1) | (1) Years of credited service is determined as of DecemberMarch 31, 2007.2009. |
| (2) | (2) The present value of accumulated benefit under the Columbus McKinnon Corporation Monthly Benefit Plan is calculated as of DecemberMarch 31, 20072009 using (i) a discount rate of 6.50%7.25%, (ii) the GAM 1994 Group Annuity Table for Males and Females and (iii) the earliest retirement age at which benefits are not reduced (typically, age 65). |
| (3) | (3) Derwin Gilbreath, former Chief Operating Officer, separated from service prior to reaching five (5) years of credited service; as such he is not entitled to a pension benefit from the Company. |
| (4) | The present value of accumulated benefit under the Yale Industrial Products GmbH Pension Plan is calculated as of March 31, 20082009 using (i) a discount rate of 6%, (ii) the Richttafeln 2005G by Klaus Heubeck Mortality Table, (iii) the retirement age under German social security legislation and (iv) the euroEuro to dollar conversion rate in effect on March 31, 2008.2009. |
Non-Qualified Deferred Compensation
During fiscal 2008, we established theNQDCThe Company maintains the NQDC Plan under which eligible participants (including our Directors and domestic NEOs) may elect to defer a portion of their cash compensation. The NQDC Plan does not currently offer a company match on participant contributions. Employee Participants may defer up to 75% of their base salary and up to 100% of annual short-term and long-term incentive compensation. Directors may defer up to 100% of retainer and meeting Fees. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements.
36None of the NEOs have deferred compensation. Thus, they did not have any contributions, earnings, or balances under the NQDC Plan in fiscal 2009.
Other Potential Post-Employment Payments
It is our policy to provide severance benefits to each of our domestic full-time salaried employees and hourly employees not covered by a collective bargaining agreement who involuntarily lose their positions without cause. Eligible employees who sign a release generally receive (i) one week of base salary at the rate then in effect for each full year of continuous service (with any fractions being rounded up) and (ii) continuation of medical, dental and company paid life insurance benefits for the severance period.
| | Voluntary Termination | | | Retirement(2) | | | Involuntary Termination | | | Termination in connection with Change in Control | | | Death | |
Timothy T. Tevens, President and Chief Executive Officer | | $ | 4,260,474 | (1) | | $ | 4,618,869 | (2) | | $ | 4,809,900 | (3) | | $ | 8,329,753 | (4) | | $ | 4,453,839 | (5) |
Derwin R. Gilbreath, Vice President and Chief Operating Officer | | | 436,321 | (1) | | | 576,603 | (2) | | | 602,245 | (3) | | | 2,370,185 | (4) | | | 626,203 | (5) |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | | 1,715,495 | (1) | | | 1,823,288 | (2) | | | 1,894,777 | (3) | | | 3,219,044 | (4) | | | 1,872,888 | (5) |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe(6) | | | 782,040 | (7) | | | 1,038,245 | (8) | | | 2,364,667 | (9) | | | | (10) | | | 1,038,245 | (11) |
Joseph J. Owen, Vice President and Hoist Group Leader | | | 682,335 | (1) | | | 749,713 | (2) | | | 797,598 | (3) | | | 2,141,427 | (4) | | | 799,313 | (5) |
| | Voluntary Termination | | | Retirement | | | Involuntary Termination | | | Termination in Connection with Change in Control | | | Death | | | Change in Control Only | |
| | | | | | | | | | | | | | | | | | | |
Timothy T. Tevens, President and Chief Executive Officer | | $ | 438,448 | (1) | | $ | 521,212 | (2) | | $ | 720,164 | (3) | | $ | 3,877,299 | (4) | | $ | 611,577 | (5) | | $ | 0 | (6) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Derwin R. Gilbreath, Former Vice President and Chief Operating Officer(13) | | ─ | | | ─ | | | ─ | | | ─ | | | ─ | | | ─ | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Karen L. Howard, Vice President – Finance and Chief Financial Officer | | | 88,359 | (1) | | | 114,634 | (2) | | | 188,321 | (3) | | | 1,572,174 | (4) | | | 180,190 | (5) | | $ | 0 | (6) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Wolfgang Wegener, Vice President and Managing Director - Columbus McKinnon Europe(7) | | | 48,900 | (8) | | | 78,070 | (9) | | | 1,167,471 | (10) | | | (11 | ) | | | 84,645 | (12) | | $ | 0 | (6) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Joseph J. Owen, Vice President - Supply Chain Management | | | 47,807 | (1) | | | 70,102 | (2) | | | 119,276 | (3) | | | 1,203,665 | (4) | | | 127,741 | (5) | | $ | 0 | (6) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Richard A. Steinberg, Vice President – Human Resources | | | 9,121 | (1) | | | 23,756 | (2) | | | 36,785 | (3) | | | 915,032 | (4) | | | 79,773 | (5) | | $ | 0 | (6) |
_________________________
| (1) Includes (i) the value of vested stock options and (ii) accrued vacation through the date of termination. In addition, each NEO would be entitled to receive (i) accrued salary through the date of termination, (ii) the vested portion of his or her 401(k) Plan account, and (iii) vested benefits under theour Pension Plan (assuming such NEO isand (iv) vested and eligible to retire).benefits under our ESOP. Generally, employees who voluntarily terminate their employment are not eligible to receive an award under the Annual Incentive Plan earned in fiscal 2008year 2009 if they are not continuously employed through the date of payment. |
| (2) | (2) Includes (i) the value of vested stock options, (ii) awards under the Annual Incentive Plan earned in fiscal 2008year 2009 and paid in fiscal 2008, (iii) accrued vacation through the date of termination and (iv) a company retirement gift. In addition, each NEO would be entitled to receive (i) accrued salary through the date of termination, (ii) the vested portion of his or her 401(k) Plan account, (iii) benefits under the Pension Plan (assuming such NEO is |
| vested and eligible to retire), (iv) vested benefits under our ESOP and (v) a proportionate amount of his or her restricted stock awards that is earned upon attainment of the performance goals. |
| (3) Includes (i) severance (including medical, dental and life insurance continuation benefits under our severance policy), (ii) the value of vested stock options, (iv) awards under the Annual Incentive Compensation Plan earned in fiscal 2008 and paid in fiscal 2009year 2010 and (iii) accrued vacation through the date of termination. In addition, each NEO would be entitled to receive (i) accrued salary through the date of termination, (ii) the vested portion of his or her 401(k) Plan account, and (iii) vested benefits under theour Pension Plan, (assuming such NEO(iv) vested benefits under our ESOP and (v) a proportionate amount of his or her restricted stock awards that is vested and eligible to retire).earned upon attainment of the performance goals. |
| (3) | (4) Includes (i) termination payments under the change in control agreements (up to the maximum permitted),severance, (ii) medical, dental and life insurance continuation benefits, (iii) the value of vested stock options, (iii) awards under the Annual Incentive Plan earned in fiscal year 2009 and paid in fiscal year 2010 and (iv) accrued vacation through the date of termination. In addition, each NEO would be entitled to receive (i) accrued salary through the date of termination, (ii) the vested portion of his or her 401(k) Plan account, (iii) vested benefits under theour Pension Plan (assuming such NEO is vested and eligible to retire) and (iv) the full value of his or her restricted stock awards.vested benefits under our ESOP. |
| (4) | (5) Includes (i) Company provided group term life insurance benefits,termination payments under the Change In Control agreements (up to the maximum permitted), (ii) the value of vested stock options (iii) accrued vacation through the date of termination and (iv) awards under the Annual Incentive Plan earned in fiscal 2008year 2009 and paid in fiscal 2009 and (iv) accrued vacation through the date of termination.year 2010. In addition, each NEO would be entitled to receive (i) accrued salary through the date of termination, (ii) the vested portion of his or her 401(k) Plan account, (iii) vested benefits under our Pension Plan, (iv) vested benefits under our ESOP and (v) the full value of his or her restricted stock awards. |
| (5) | Includes (i) Company provided group term life insurance benefits, (ii) the value of vested stock options, (iii) awards under the Annual Incentive Plan earned in fiscal year 2009 and paid in fiscal year 2010, (iv) accrued vacation through the date of termination and (v) the value of restricted stock units. In addition, each NEO would be entitled to receive (i) accrued salary through the date of termination, (ii) the vested portion of his or her 401(k) Plan account, (iii) vested benefits under our Pension Plan to his or her spouse, (assuming such NEO is vested and eligible to retire), (iv) vested benefits under our ESOP and (v) a proportionate amount of his or her restricted stock awards that is earned upon attainment of the performance goals. Under our group term life insurance plan, all domestic full-time salaried employees and hourly employees are entitled to a death benefit equal to one times their annual base salary, with a minimum benefit of $25,000 and a maximum benefit of $50,000. |
| (6) | No payments or awards are provided unless restricted shares and options held by the NEOs are not assumed by the successor entity. In the event that the successor entity does not assume the restricted shares and options all options and earned restricted shares would be vested and payable to the NEOs. |
| (7) | (6) As a non-domestic employee, Mr. Wegener is not a participant in our Pension Plan, ESOP, 401(k) Plan, group term life insurance plan or medical plans. |
| (8) | (7) Represents the value of vested stock options. In addition, Mr. Wegener would be entitled to receive (i) accrued salary through the date of termination and (ii) vested benefits under the Yale Industrial Products GmbH Pension Plan (assuming he is eligible to retire).Plan. Generally, employees who voluntarily terminate their employment are not eligible to receive an award under the Annual Incentive Plan earned in fiscal 2008year 2009 if they are not continuously employed through the date of payment. |
| (9) | (8) Includes (i) the value of vested stock options and (ii) awards under the Annual Incentive Plan earned in fiscal 2008year 2009 and paid in fiscal 2009.year 2010. In addition, Mr. Wegener would be entitled to receive (i) accrued salary through the date of termination, and (ii) vested benefits under the Yale Industrial Products GmbH Pension Plan (assuming he is eligible to retire) and (iii) a proportionate amount of his restricted stock awards that is earned upon attainment of the performance goals |
| (10) | (9) Includes (i) severance, (ii) the value of vested stock options and (iii) awards under the Annual Incentive Compensation Plan earned in fiscal 2008year 2009 and paid in fiscal 2009.year 2010. In addition, Mr. Wegener would be entitled to receive (i) accrued salary through the date of termination and (ii) vested benefits under the Yale Industrial Products GmbH Pension Plan (assuming he is eligible to retire).Plan. |
| (11) | (10) Mr. Wegener is not subject to a change in control agreement. The benefits he would receive following a termination of employment following a change in control would be the same as he would receive following an involuntary termination of employment, except that he would receive the full amount of his earned restricted stock awards and stock options. |
| (12) | (11) Includes (i) death benefits under the Yale Industrial Products GmbH Pension Plan, (ii) the value of vested stock options, (iii) awards under the Annual Incentive Plan earned in fiscal 2008year 2009 and paid in fiscal 2009year 2010 and (iii)(iv) the value of restricted stock units. In addition, Mr. Wegener would be entitled to receive (i) accrued salary through the date of termination and (ii) a proportionate amount of his restricted stock awards that is earned upon attainment of the performance goals.goals |
| (13) | Upon Mr. Gilbreath’s termination of employment in January 2009, he received benefits pursuant to a separation agreement. Mr. Gilbreath’s separation agreement included (i) nine months severance, (ii) nine months Annual Incentive Plan payment at target, (iii) $25,000 in lieu any award earned as part his performance share grants, (iv) $25,000 in lieu of continued medical and dental benefits, (v) $25,000 for outplacement services, (vi) a pro-rated award under the Annual Incentive Plan earned in fiscal year 2009 and paid in fiscal year 2010 based upon time worked and (vii) accrued vacation through the date of termination. |
Equity Compensation Plan Information
The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of March 31, 2008,2009, including the Restricted Stock Plan, Omnibus Plan, Non-Qualified Plan and ISO Plan.
| Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining for Future Issuance under Equity Compensation Plans (excluding securities reflected in first column) | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining for Future Issuance under Equity Compensation Plans (excluding securities reflected in first column) |
| | | | | | | | |
| Equity compensation plans approved by security holders | | | 786,850 | | | $ | 12.91 | | | | 962,985 | | 725,655 | | $13.51 | | 756,000 |
| | | | | | | | | | | | | | | | | | |
| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | | — | | — | | — |
| | | ________ | | | _______ | | | _________ | | | | | | |
| Total | | | 786,850 | | | $ | 12.91 | | | | 962,985 | | 725,655 | | $13.51 | | 756,000 |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationship exists between any member of our Compensation and Succession Committee or any of our executive officers and any member of any other company’s board of directors or compensation committee (or equivalent), nor has any such relationship existed in the past. No member of our Compensation and Succession Committee was, during fiscal 2008year 2009 or prior thereto, an officer or employee of our Company or any of our subsidiaries.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of March 31, 20082009 regarding the beneficial ownership of our common stock by (i) each person who is known by us to own beneficially more than 5% of our common stock; (ii) by each Director; (iii) by each of our executive officers named in the Summary Compensation Table and (iv) by all of our executive officers and Directors as a group. The business address of each of the executive officers and directors is 140 John James Audubon Parkway, Amherst, New York 14228-1197.
Directors, Officers and 5% Shareholders | | Number Of Shares (1) | | Percentage Of Class | | Number Of Shares (1) | | | Percentage Of Class | |
| | | | | | | | |
| Ernest R. Verebelyi (2) | | 4,322 | | * | | | 6,629 | | | | * | |
| Timothy T. Tevens (3) | | 294,674 | | 1.55% | | | 253,845 | | | | 1.33 | % |
| Richard H. Fleming (2) | | 9,826 | | * | | | 12,133 | | | | * | |
| Wallace W. Creek (2) | | 11,822 | | * | | | 14,129 | | | | * | |
| Stephen Rabinowitz (2) | | 4,822 | | * | | | 7,129 | | | | * | |
| Linda A. Goodspeed (2) | | 5,872 | | * | | | 8,179 | | | | * | |
| Nicholas T. Pinchuk (2) | | 2,137 | | | | | 4,304 | | | | * | |
| Liam G. McCarthy | | | | 1,997 | | | | * | |
| Christian B. Ragot | | | | 1,997 | | | | * | |
| Karen L. Howard (4) | | 141,539 | | * | | | 111,162 | | | | * | |
| Derwin R. Gilbreath (5) | | 34,059 | | * | |
| Wolfgang Wegener (6) | | 50,500 | | * | |
| Joseph J. Owen (7) | | 61,686 | | * | |
All Directors and Executive Officers as a Group (13 persons) (8) | | 652,244 | | 3.44% | |
Columbus McKinnon Corporation Employee Stock Ownership Plan (2) | | 843,835 | | 4.45% | |
| Wolfgang Wegener (5) | | | | 32,270 | | | | * | |
| Joseph J. Owen (6) | | | | 37,752 | | | | * | |
| Richard A. Steinberg (7) | | | | 36,025 | | | | * | |
| All Directors and Executive Officers as a Group (14 persons) (8) | | | | 533,145 | | | | 2.79 | % |
| Columbus McKinnon Corporation Employee Stock Ownership Plan | | | | 790,799 | | | | 4.15 | % |
| Fidelity Management & Research Company (9) | | 1,383,253 | | 7.30% | | | 1,146,553 | | | | 6.02 | % |
| Jeffrey L. Gendell (10) | | 1,131,251 | | 5.97% | |
| Wells Fargo & Company (11) | | 1,031,640 | | 5.44% | |
| The Vanguard Group, Inc. (12) | | 1,018,799 | | 5.38% | |
| Eagle Asset Management, Inc. (13) | | 994,052 | | 5.25% | |
| Wentworth, Hauser & Violich, Inc. (14) | | 949,733 | | 5.00% | |
| The Vanguard Group, Inc. (10) | | | | 1,177,537 | | | | 6.19 | % |
| Barclays Global Fund Advisors (11) | | | | 1,214,590 | | | | 6.38 | % |
____________________
* Less than 1%.
| (1) | (1) Rounded to the nearest whole share. Unless otherwise indicated in the footnotes, each of the shareholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by such shareholder, except to the extent that authority is shared by spouses under applicable law. |
| (2) | (2) Does not include 1,8002,200 Restricted Stock Units held by each of Messrs. Verebelyi, Fleming, Creek and Rabinowitz and Ms. Goodspeed, and 320 restricted2,060 Restricted Stock Units held by Mr. Pinchuk.Pinchuk and 940 Restricted Stock Units held by Messrs. McCarthy and Ragot. |
| (3) | (3) Includes (i) 43,326 shares of common stock owned directly, (ii) 7,000 shares of common stock owned directly by Mr. Tevens’ spouse, (iii) 5,3485,469 shares of common stock allocated to Mr. Tevens’ ESOP account, (iv) 10,857 shares of restricted stock which is subject to forfeiture and (iv) 239,000(v) 187,193 shares of common stock issuable under options granted to Mr. Tevens which are exercisable within 60 days. Excludes 6,577 shares of common stock issuable under options granted to Mr. Tevens which are not exercisable within 60 days. |
| (4) | (4) Includes (i) 38,16838,668 shares of common stock owned directly, (ii) 2,3712,492 shares allocated to Ms. Howard’s ESOP account, (iii) 4,157 shares of restricted stock which are subject to forfeiture and (iii) 101,00065,845 shares of common stock issuable under options granted to Ms. Howard which are exercisable within 60 days. Excludes 841,464(i) 2,535 shares of common stock issuable under options granted to Ms. Howard which are not exercisable within 60 days and (ii) 788,307 additional shares of common stock owned by the ESOP for which |
| Ms. Howard serves as one of three trustees and for which she disclaims any beneficial ownership. |
| (5) | (5) Includes (i) 23,7501,913 shares of commonrestricted stock issuable under options grantedwhich is subject to Mr. Gilbreath which are exercisable within 60 daysforfeiture and (ii) 309 shares of common stock allocated to Mr. Gilbreath’s ESOP account. Excludes 11,250 shares of common stock issuable under options granted to Mr. Gilbreath which are not exercisable within 60 days. |
| (6) Includes 50,50030,357 shares of common stock issuable under options granted to Mr. Wegener which are exercisable within 60 days. Excludes 7,50011,071 shares of common stock issuable under options granted to Mr. Wegener which are not exercisable within 60 days. |
| (6) | (7) Includes (i) 9,6442,144 shares of common stock owned directly, (ii) 1,7151,836 shares of common stock allocated to Mr. Owen’s ESOP account, (iii) 2,030 shares of restricted stock which are subject to forfeiture, (iv) 1,327 shares of common stock owned by Mr. Owen’s spouse, and (iv) 49,000(v) 30,415 shares of common stock issuable under options granted to Mr. Owen which are exercisable within 60 days. Excludes 1,245 shares of common stock issuable under options granted to Mr. Owen which are not exercisable within 60 days. |
| (7) | Includes (i) 1,608 shares of restricted stock which are subject to forfeiture, (ii) 340 shares of common stock allocated to Mr. Steinberg’s ESOP account and (iii) 34,077 shares of common stock issuable under options granted to Mr. Steinberg which are exercisable within 60 days. Excludes (i) 12,230 shares of common stock issuable under options granted to Mr. Steinberg which are not exercisable within 60 days and (ii) 790,459 additional shares of common stock owned by the ESOP for which Mr. Steinberg serves as one of the three trustees and for which he disclaims any beneficial ownership. |
| (8) | Includes (i) options to purchase an aggregate of 479,500348,209 shares of common stock issuable to certain executive officers which are exercisable within 60 days. Excludes the shares of common stock owned by the ESOP as to which Ms. Howard, Mr. Harvey and Mr. Steinberg serve as trustees, except for an aggregate of 11,23611,788 shares allocated to the respective ESOP accounts of our executive officers and (ii) options to purchase an aggregate of 41,25034,625 shares of common stock issued to certain executive officers which are not exercisable within 60 days. |
| (9) | (9) Information with respect to Fidelity Management & Research Company is based on a Schedule 13G/A filed by FMR LLC. with the Securities and Exchange Commission on February 14, 200817, 2009 by a group consisting of Edward C. Johnson 3d, members of the family of Edward C. Johnson 3d, Pyramis Global Advisors Trust Company, and Fidelity Low Priced Stock Fund. Based solely upon information in this Schedule 13G/A, FMR LLC and its direct and indirect subsidiaries share voting power and dispositive power with respect to all such shares of common stock. The stated business address for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109. |
| (10) | (10) Information with respect to Jeffrey L. Gendell is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 1, 2008 by a group consisting of Tontine Overseas Associates, L.L.C., Tontine Capital Partners, L.P., Tontine Capital Management, L.L.C., Tontine Partners, L.P., Tontine Management, L.L.C. and Jeffrey L. Gendell (individually and as managing member of Tontine Capital Management, L.L.C., general partner of Tontine Capital Partners, L.P., managing member of Tontine Management, L.L.C., general partner of Partners, L.P. and managing member of Tontine Overseas Associates, L.L.C.). Based solely upon information in this Schedule 13G/A, Jeffrey L. Gendell and these affiliated entities share voting power and dispositive power with respect to all of such shares of common stock. The stated business address for Jeffrey L. Gendell and these affiliated entities is 55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830.
|
| (11) Information with respect to Wells Fargo & Company is based on a Schedule 13G filed with the Securities and Exchange Commission on February 1, 2008. Based solely upon information in this Schedule 13G, Wells Fargo & Company has sole voting power and dispositive power with respect to all of such shares of common stock. The stated business address for Wells Fargo & Company is 420 Montgomery Street, San Francisco, California 94104. |
| (12) Information with respect to The Vanguard Group, Inc. is based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2008.2009. The stated business address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
| (11) | (13) Information with respect to Eagle Asset Management, Inc. is based on a Schedule 13G filed with the Securities and Exchange Commission on January 31, 2008. The business address of Eagle Asset Management, Inc. is 880 Carillon Parkway, St. Petersburg, Florida 33716. |
| (14) Information with respect to Wentworth, Hauser & Violich, Inc.Barclays Global Fund Advisors is based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2008.5, 2009 by a group consisting of Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors, Ltd., Barclays Global Investors Japan Limited, Barclays Global Investors Canada Limited, Barclays Global Investors Australia Limited, and Barclays Global Investors (Deutschland) AG, Based solely upon the information in this Schedule 13G, Barclays Global Fund Advisors and these affiliated entities share voting power and dispositive power with respect to all such shares of common stock. The stated business address of Wentworth, Hauser & Violich, Inc.Barclays Global Fund Advisors is 353 Sacramento400 Howard Street, Suite 600, San Francisco, California 94111.94105. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission and NasdaqNASDAQ initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Our executive officers, Directors and greater than 10% shareholders are required to furnish us with copies of all Section
16(a) forms they file.
To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our executive officers, Directors and greater than 10% beneficial owners were complied with during the fiscal year ended March 31, 2008.2009.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
OurThe Audit Committee reviews and makes recommendations to the Board of Directors has adoptedwith respect to all related party transactions and relationships involving a written policy regarding the review, approval and ratificationdirector, executive officer or beneficial owner of transactions with related persons. The policy describes the typesfive percent or more of transactions covered, the standards to be applied and the persons responsible for approving and reviewing related person transactions. A copy of this policy is posted on the Investor Relations sectionany class of the Company’s website at www.cmworks.com.voting securities. Any such related party transaction is required to be on terms no less favorable to us than could be obtained from an unaffiliated third party. The Company has a separate “Related Person Transaction Policy”, as well as other various policies and procedures, including the Company’s Legal Ethics and Business Compliance Manual and the annual directors’ and officers’ questionnaires that require disclosure of transactions or relationships that may constitute conflicts of interest or require disclosures or affect an independence determination under applicable SEC rules. In 2008,fiscal 2009, the Company did not engage in any transaction with a related person in which the amount involved exceeded $120,000.
REPORT OF THE AUDIT COMMITTEE
Review of Our Audited Financial Statements
Our Audit Committee is comprised of the Directors named below, each of whom is independent as defined under Section 10A(m)(3) of the Exchange Act and under the Nasdaq Stock Market, LLC listing standards currently in effect. In addition, pursuant to the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, our Board of Directors has determined that each of Messrs. Fleming and Creek qualifies as an “audit committee financial expert.”
The Audit Committee operates under a written charter which includes provisions requiring Audit Committee advance approval of all audit and non-audit services to be provided by the Company’s primary independent public accountants. However, as a matter of course, we will not engage any outside accountants to perform any significant audit or non-audit services without the prior approval of the Audit Committee.
The Audit Committee has reviewed and discussed with our management our audited financial statements for the year ended March 31, 2008 with our management.2009. The Audit Committee has also discussed with Ernst & Young LLP, our independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees.”
The Audit Committee has also received and reviewed the written disclosures and the letter from Ernst & Young LLP required by Independence Standardspursuant to applicable requirements of the Public Company Accounting Oversight Board Standard No. 1, “Independence Discussionregarding the independent auditor’s communications with the Audit Committees,”Committee concerning independence and has discussed the independence of Ernst & Young LLP with that firm.
Based on the review and the discussions noted above, the Audit Committee recommended to our Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the year ended March 31, 20082009 for filing with the Securities and Exchange Commission.
Richard H. Fleming, Chairman | | Richard H. Fleming, Chairman |
| | Wallace W. Creek |
| | Stephen Rabinowitz |
| | Linda A. Goodspeed |
Wallace W. Creek
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MARCH 31, 20092010
General
We are asking our shareholders to ratify our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2009.2010. In the event our shareholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our Company and its shareholders.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.
Principal Accountant Fees and Services
The aggregate fees billed to us by Ernst & Young LLP for fiscal 20072008 and 20082009 are as follows:
| | | | Fiscal Year | |
| | | Fiscal Year | | | 2009 | | | 2008 | |
| | | 2008 | | | 2007 | | | ($ in thousands) | |
| | | ($ in thousands) | | | | |
Audit Fees | | $ | 800 | | | $ | 818 | | | $ | 1,045 | | | $ | 800 | |
Audit Related Fees | | | 19 | | | | 117 | | | | 23 | | | | 19 | |
Tax Fees | | | 245 | | | | 152 | | | | 192 | | | | 245 | |
All Other Fees | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 1,064 | | | $ | 1,087 | | | $ | 1,260 | | | $ | 1,064 | |
THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2009.2010.
SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by us, including expenses in connection with preparing and mailing this Proxy Statement. In addition to the use of the mail, proxies may be solicited by personal interviews or by telephone, telecommunications or other electronic means by our Directors, officers and employees at no additional compensation. Arrangements will be made with brokerage houses, banks and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of our common stock, and we will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.
OTHER MATTERS
Our management does not presently know of any matters to be presented for consideration at the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if other matters are presented, the accompanying proxy confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment.
SHAREHOLDERS’ PROPOSALS
Proposals of shareholders intended to be presented at the 20092010 Annual Meeting must be received by us by February 27, 20092010 to be considered for inclusion in our Proxy Statement and form of proxy relating to that meeting. In addition, our by-lawsBy-Laws require that notice of shareholder proposals and nominations for director be delivered to our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the Annual Meeting for the preceding year; provided, however, if the Annual Meeting is not scheduled to be held within a period commencing 30 days before such anniversary date and ending 30 days after such anniversary date, such shareholder notice shall be delivered by the later of (i) 90 days prior to the date of the Annual Meeting or (ii) the tenth day following the date such Annual Meeting date is first publicly announced or disclosed. The date of the 20092010 Annual Meeting has not yet been established. Nothing in this paragraph shall be deemed to require us to include in our Proxy Statement and proxy relating to the 20092010 Annual Meeting any shareholder proposal that does not meet all of the requirements for inclusion established by the Exchange Act, and the rules and regulations promulgated thereunder.
OTHER INFORMATION
WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF OUR ANNUAL REPORT ON FORM 10-K, FOR THE FISCAL YEAR ENDED MARCH 31, 2008,2009, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. Such written request should be directed to Columbus McKinnon Corporation, 140 John James Audubon Parkway, Amherst, New York 14228-1197, Attention: Secretary. Each such request must set forth a good faith representation that, as of June 6, 2008,5, 2009, the person making the request was a beneficial owner of securities entitled to vote at the Annual Meeting.
The accompanying Notice and this Proxy Statement are sent by order of our Board of Directors.
TIMOTHY R. HARVEY
Secretary | | ROBERT J. OLIVIERI |
| | Secretary |
Dated: June 27, 200824, 2009
COLUMBUS McKINNON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 200827, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints TIMOTHY T. TEVENS and KAREN L. HOWARD and each or any of them, attorneys and proxies, with full power of substitution, to vote at the Annual Meeting of Shareholders of COLUMBUS McKINNON CORPORATION (the “Company”) to be held at the RamadaBuffalo Marriott Niagara Hotel and Conference Center at 2402 North Forest Road,1340 Millersport Highway, Amherst, New York, on July 28, 200827, 2009 at 10:00 a.m., local time, and any adjournment(s) thereof revoking all previous proxies, with all powers the undersigned would possess if present, to act upon the following matters and upon such other business as may properly come before the meeting or any adjournment(s) thereof.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
ANNUAL MEETING OF SHAREHOLDERS OF |
COLUMBUS McKINNON CORPORATION
COLUMBUS McKINNON CORPORATION |
July 27, 2009
PROXY VOTING INSTRUCTIONS
PROXY VOTING INSTRUCTIONS |
MAIL - Date, sign and mail your proxy card in the envelope provided as soon as possible.
MAIL - Date, sign and mail your proxy card in the envelope provided as soon as possible.
|
- or -
TELEPHONE - - callcall toll-free 1-800-PROXIES (1 800-776-9437) from any touch tone telephone and follow the instructions. Have your control number and the proxy card available when you call.
- or -
INTERNET - - accessaccess www.voteproxy.com and follow the on-screen instructions. Have your control number available when you access the web page.
COMPANY NUMBER IS ___________________
ACCOUNT NUMBER IS ___________________
You may enter your voting instructions at 1 -800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
Please detach along the perforated line and mail in the envelope provided IF you are not voting via telephone or the internet.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE /X/x
| | | NOMINEES: |
¨o
| FOR ALL NOMINEES | | ○ | TIMOTHY T. TEVENS |
| | | | ○ | RICHARD H. FLEMING |
¨o
| WITHHOLD AUTHORITY FOR ALL NOMINEES | | ○ | ERNEST R. VEREBELYI |
| | | | ○ | ○ WALLACE W. CREEKCREEK
|
¨o
| FOR ALL EXCEPT (see instructions below)
| | ○ | STEPHEN RABINOWITZ |
| | (see instructions below) | | ○ | LINDA A. GOODSPEED |
| | | | ○ | NICHOLAS T. PINCHUK |
| | | ○ | LIAM G. McCARTHY |
| | | ○ | CHRISTIAN B. RAGOT |
INSTRUCTION: To withhold authority to vote for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here ●
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 20092010 |
¨o FOR | o AGAINST | o FOR ¨ AGAINST ¨ABSTAIN |
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come
before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL NOS. 1 and 2.
To change the address on your account, please check the box at right □
and indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may not
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
| Signature of Shareholder | | | Date: | | |
| | | | | |
| Signature of Shareholder | | | Date: | | |
Signature of Shareholder _____________________ Date:___________________
Signature of Shareholder _____________________ Date:___________________
Note: Please sign exactly as name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
COLUMBUS McKINNON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTION CARD FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 200827, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Trustees of the Columbus McKinnon Corporation Employee Stock Ownership Plan (the “ESOP”) are hereby authorized to be present and to vote at the Annual Meeting of Shareholders of COLUMBUS McKINNON CORPORATION (the “Company”) to be held at the RamadaBuffalo Marriott Niagara Hotel and Conference Center at 2402 North Forest Road,1340 Millersport Highway, Amherst, New York, on July 28, 200827, 2009 at 10:00 a.m., local time, and any adjournment(s) thereof revoking all previous proxies, with all powers the undersigned would possess if present, to act upon the following matters and upon such other business as may properly come before the meeting or any adjournment(s) thereof.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF |
COLUMBUS McKINNON CORPORATION |
PROXY VOTING INSTRUCTIONS |
MAIL - Date, sign and mail your proxy card in the envelope provided as soon as possible.
|
ANNUAL MEETING OF SHAREHOLDERS OF
COLUMBUS McKINNON CORPORATION
July 27, 2009
ESOP
PROXY VOTING INSTRUCTIONS
MAIL - Date, sign and mail your proxy card in the envelope provided as soon as possible.
- or -
TELEPHONE - - callcall toll-free 1-800-PROXIES (1 800-776-9437) from any touch tone telephone and follow the instructions. Have your control number and the proxy card available when you call.
- or -
INTERNET - - accessaccess www.voteproxy.com and follow the on-screen instructions. Have your control number available when you access the web page.
COMPANY NUMBER IS ___________________
ACCOUNT NUMBER IS ___________________
You may enter your voting instructions at 1 -800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
Please detach along the perforated line and mail in the envelope provided IF you are not voting via telephone or the internet.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE /X/x
THE TRUSTEES MAKE NO RECOMMENDATION WITH RESPECT TO VOTING YOUR ESOP SHARES ON ANY PROPOSALS.
1. ELECTION OF DIRECTORS:| 1. | NOMINEES: |
¨ FOR ALL NOMINEESELECTION OF DIRECTORS:
| ○ TIMOTHY T. TEVENS
| | |
| | ○ RICHARD H. FLEMING
| | NOMINEES: | |
¨ WITHHOLD AUTHORITY
o | FOR ALL NOMINEES | | ○ERNEST R. VEREBELYI | TIMOTHY T. TEVENS |
| | | | ○WALLACE W. CREEK | RICHARD H. FLEMING |
¨o
| WITHHOLD AUTHORITY FOR ALL EXCEPT(see instructions below)
NOMINEES | | ○STEPHEN RABINOWITZ | ERNEST R. VEREBELYI |
| | | | ○ | ○ WALLACE W. CLINDA A. GOODSPEEDREEK
|
| o | FOR ALL EXCEPT | | ○ | STEPHEN RABINOWITZ |
| (see instructions below) | | ○ | LINDA A. GOODSPEED |
| | | ○ | NICHOLAS T. PINCHUK |
| | | ○ | LIAM G. McCARTHY |
| | | ○ | CHRISTIAN B. RAGOT |
INSTRUCTION: To withhold authority to vote for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here ●
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 20092010 |
¨o FOR | o AGAINST | o FOR ¨ AGAINST ¨ABSTAIN |
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
WHEN PROPERLY EXECUTED, THIS VOTING INSTRUCTION WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE TRUSTEES WILL VOTE ANY ALLOCATED ESOP SHARES “FOR” PROPOSAL NOS. 1 AND 2.
To change the address on your account, please check the box at right □
and indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may not
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
| Signature of Shareholder | | | Date: | | |
| | | | | |
| Signature of Shareholder | | | Date: | | |
Signature of Shareholder _____________________ Date:___________________
Signature of Shareholder _____________________ Date:___________________
Note: Please sign exactly as name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
BROKER CARD
COLUMBUS McKINNON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 200827, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints TIMOTHY T. TEVENS and KAREN L. HOWARD and each or any of them, attorneys and proxies, with full power of substitution, to vote at the Annual Meeting of Shareholders of COLUMBUS McKINNON CORPORATION (the “Company”) to be held at the RamadaBuffalo Marriott Niagara Hotel and Conference Center at 2402 North Forest Road,1340 Millersport Highway, Amherst, New York, on July 28, 200827, 2009 at 10:00 a.m., local time, and any adjournment(s) thereof revoking all previous proxies, with all powers the undersigned would possess if present, to act upon the following matters and upon such other business as may properly come before the meeting or any adjournment(s) thereof.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
ANNUAL MEETING OF SHAREHOLDERS OF |
COLUMBUS McKINNON CORPORATION
COLUMBUS McKINNON CORPORATION |
July 2, 2009
| PROXY VOTING INSTRUCTIONS |
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible
Please detach along the perforated line and mail in the envelope provided IF you are not voting via telephone or the internet.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE /X/x
1. ELECTION OF DIRECTORS:| 1. | NOMINEES: |
¨ FOR ALL NOMINEESELECTION OF DIRECTORS:
| ○ TIMOTHY T. TEVENS
| | |
| | ○ RICHARD H. FLEMING
| | NOMINEES: | |
¨ WITHHOLD AUTHORITY
o | FOR ALL NOMINEES | | ○ERNEST R. VEREBELYI | TIMOTHY T. TEVENS |
| | | | ○WALLACE W. CREEK | RICHARD H. FLEMING |
¨o
| WITHHOLD AUTHORITY FOR ALL EXCEPT(see instructions below)
NOMINEES | | ○STEPHEN RABINOWITZ | ERNEST R. VEREBELYI |
| | | | ○ | ○ WALLACE W. CLINDA A. GOODSPEEDREEK
|
| o | FOR ALL EXCEPT | | ○ | STEPHEN RABINOWITZ |
| (see instructions below) | | ○ | LINDA A. GOODSPEED |
| | | ○ | NICHOLAS T. PINCHUK |
| | | ○ | LIAM G. McCARTHY |
| | | ○ | CHRISTIAN B. RAGOT |
INSTRUCTION: To withhold authority to vote for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here ●
| 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 20092010 |
¨ FOR ¨ AGAINST ¨ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL NOS. 1 AND 2.
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
To change the address on your account, please check the box at right □
and indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may not
be submitted via this method.| Signature of Shareholder | | | Date: | | |
| | | | | |
| Signature of Shareholder | | | Date: | | |
Signature of Shareholder _____________________ Date:___________________
Signature of Shareholder _____________________ Date:___________________
Note: Please sign exactly as name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.