[X] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to § 240.14a-12 |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) | Title of each class 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 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: |
[ ] | Fee paid previously with preliminary materials. |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1. | To elect two Class I directors to hold office for a three-year term expiring at our annual meeting of stockholders following our |
2. | To consider and act upon ratification and approval of the selection of |
3. | To consider and act upon any other matters which may properly come before the meeting. |
BY ORDER OF THE BOARD OF DIRECTORS, | |
Andrew C. Plummer | |
Secretary |
The election of two Class I directors to hold office for a three-year term expiring at our annual meeting of stockholders following our |
The ratification and approval of the selection of the accounting firm of |
Any other matters that may properly come before the annual meeting. |
"FOR" the election of each nominee for director named in this proxy statement who is to be voted on by the holders of our common stock; and |
"FOR" the ratification and approval of |
submitting a valid, later-dated proxy; |
notifying our corporate secretary in writing that you have revoked your proxy; or |
completing a written ballot at the annual meeting. |
Name | Age | Position With our Company | Director Since | Age | Position With our Company | Director Since |
NOMINEES | ||||||
Class I: New term to expire at the annual meeting following our 2015 fiscal year | ||||||
Class I: New term to expire at the annual meeting following our 2018 fiscal year | Class I: New term to expire at the annual meeting following our 2018 fiscal year | |||||
Jeremy W. Hobbs | 51 | Director | 2006 | 54 | Director | 2006 |
Stanley Mayer | 67 | Director | 2002 | 70 | Director | 2002 |
DIRECTORS CONTINUING IN OFFICE | ||||||
Class II: Term to expire at the annual meeting following our 2013 fiscal year | ||||||
Class II: Term to expire at the annual meeting following our 2016 fiscal year | Class II: Term to expire at the annual meeting following our 2016 fiscal year | |||||
Christopher H. Atayan | 52 | Chief Executive Officer, Chairman, Director | 2004 | 55 | Chief Executive Officer, Chairman, Director | 2004 |
Raymond F. Bentele | 75 | Director | 2002 | 78 | Director | 2002 |
Class III: Term to expire at the annual meeting following our 2014 fiscal year | ||||||
Class III: Term to expire at the annual meeting following our 2017 fiscal year | Class III: Term to expire at the annual meeting following our 2017 fiscal year | |||||
Kathleen M. Evans | 65 | President, Director | 1986 | 68 | President, Director | 1986 |
John R. Loyack | 49 | Director | 2003 | 52 | Director | 2003 |
Timothy R. Pestotnik | 52 | Director | 1998 | 55 | Director | 1998 |
each person known to us to own beneficially more than 5% of the aggregate number of the outstanding shares of our common stock; |
our chief executive officer, our principal financial officer and each of the other named executive officers; |
each of our directors and director nominees; and |
our executive officers and directors as a group. |
Common Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | ||||
Name of Beneficial Owner | Number of Shares and Nature of Beneficial Ownership | Percent of Shares Outstanding | Number of Shares and Nature of Beneficial Ownership | Percent of Shares Outstanding | Number of Shares and Nature of Beneficial Ownership | Percent of Shares Outstanding |
Directors and Executive Officers: | ||||||
Christopher H. Atayan (1) | 286,433 | 38.1% | 100,000 | 100% | -- | -- |
Kathleen M. Evans | 24,457 | 3.9% | -- | -- | -- | -- |
Andrew C. Plummer (2) | 7,329 | 1.2% | -- | -- | -- | -- |
Eric J. Hinkefent (3) | 7,848 | 1.2% | -- | -- | -- | -- |
Raymond F. Bentele | 1,963 | * | -- | -- | -- | -- |
Jeremy W. Hobbs (4) | 1,628 | * | -- | -- | -- | -- |
John R. Loyack | 2,283 | * | -- | -- | -- | -- |
Stanley Mayer | 2,333 | * | -- | -- | -- | -- |
Timothy R. Pestotnik | 2,416 | * | -- | -- | -- | -- |
All directors and executive officers (9 persons as a group) (5) | 336,690 | 44.7% | -- | -- | -- | -- |
Other Principal Stockholders: | ||||||
Alexander Dawson Foundation (6) | 56,422 | 8.2% | -- | -- | 54,000 | 100% |
Fred Remer (7) | 38,500 | 6.1% | -- | -- | -- | -- |
Common Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | ||||
Name of Beneficial Owner | Number of Shares and Nature of Beneficial Ownership | Percent of Shares Outstanding | Number of Shares and Nature of Beneficial Ownership | Percent of Shares Outstanding | Number of Shares and Nature of Beneficial Ownership | Percent of Shares Outstanding |
Directors and Executive Officers: | ||||||
Christopher H. Atayan (1) | 304,313 | 41.95% | 100,000 | 100% | 8,000 | 50% |
Kathleen M. Evans | 24,457 | 3.85% | -- | -- | -- | -- |
Andrew C. Plummer | 12,658 | 1.99% | -- | -- | -- | -- |
Eric J. Hinkefent (2) | 10,335 | 1.62% | -- | -- | -- | -- |
Raymond F. Bentele | 2,096 | * | -- | -- | -- | -- |
Jeremy W. Hobbs (3) | 1,761 | * | -- | -- | -- | -- |
John R. Loyack | 2,916 | * | -- | -- | -- | -- |
Stanley Mayer | 2,466 | * | -- | -- | -- | -- |
Timothy R. Pestotnik | 1,049 | * | -- | -- | -- | -- |
All directors and executive officers (9 persons as a group) (4) | 362,051 | 49.81% | -- | -- | -- | -- |
* | Signifies less than 1% |
(1) | The shares reported include (i) |
(2) | The shares reported include |
(3) |
The shares reported do not include 9,886 shares of common stock held by the |
The shares reported include 90,594 shares |
Director Fee | $45,000 | |
Audit Committee Membership Fee (1) | $5,000 | |
Committee Chairman Fee (2) | $5,000 | |
Lead Director Fee | $50,000 |
______________ |
(1) | Provided to all members of the audit committee, including the chairman. |
(2) | Provided to directors serving as chairman of the audit committee, the compensation committee and the nominating and corporate governance committee. |
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Raymond F. Bentele | 50,000 | -- | -- | -- | -- | -- | 50,000 |
Jeremy W. Hobbs | 45,000 | -- | -- | -- | -- | -- | 45,000 |
John R. Loyack | 60,000 | -- | -- | -- | -- | -- | 60,000 |
Stanley Mayer | 50,000 | -- | -- | -- | -- | -- | 50,000 |
Timothy R. Pestotnik | 100,000 | -- | -- | -- | -- | -- | 100,000 |
(1) | The amounts in this column include director fees, committee chairman fees, audit committee membership fees, and lead director fees received for service as a director, committee chairman, audit committee member or lead director, as shown below. |
Name | Director Fee $ | Committee Chairman Fee $ | Audit Committee Membership Fee $ | Lead Director Fee $ | Total Fees Paid in Cash $ |
Mr. Bentele | 45,000 | 5,000 | -- | -- | 50,000 |
Mr. Hobbs | 45,000 | -- | -- | -- | 45,000 |
Mr. Loyack | 45,000 | 10,000 | 5,000 | -- | 60,000 |
Mr. Mayer | 45,000 | -- | 5,000 | -- | 50,000 |
Mr. Pestotnik | 45,000 | -- | 5,000 | 50,000 | 100,000 |
(2) |
(3) |
● | Attract and retain talented professionals, while emphasizing the challenges and rewards associated with a fast paced, stimulating, entrepreneurial environment. |
● | Align individual and strategic goals with those of our stockholders and customers. We believe that it is primarily the dedication, creativity, competence and experience of our entire workforce that enables us to compete, given the realities of the wholesale/retail industries in which we operate. History has demonstrated that our business is neither easily nor quickly mastered by people attempting to migrate from other industries. Hence, we attempt to retain our experienced, long-term employees, avoid employee turnover, create a cadre of dedicated professionals focused on increasing stockholder value, align the interests of our employees and stockholders and foster an ownership mentality in our executives by giving our employees a meaningful stake in our success through our equity incentive and cash bonus programs. |
● | Achieve meaningful results and add value to our company through a results-oriented reward structure. We attempt to link compensation closely to results by structuring a significant portion of executive compensation as at-risk compensation. |
● | Tailor individual incentives within different segments of our organization depending on the priorities and needs existing at the time. This facilitates individual focus to capitalize on opportunities and to correct weaknesses in a particular segment of our organization. Our branches and retail stores therein require empowered, capable, local management expertise to operate effectively. We attempt to encourage accountability in our division-level executives by using bonus targets tied to divisional or regional results and other, individually tailored, objectives. |
● | Integrate strategic goals and objectives throughout all facets of our organization. This enables quicker, more effective execution of our strategic corporate objectives. Our ability to modify and tailor the components of our cash bonus program allows us to revise these components from year to year and executive to executive as our strategic goals evolve. |
● | Simplicity is an important element of our compensation structure. With clear and unambiguous goals individuals can employ their best efforts. | |
● | base salary; |
● | performance-based compensation; |
● | long-term equity incentive compensation; and |
● | perquisites and other personal benefits. | |
● | Developing and implementing our company's strategic plan |
● | Increasing our company's enterprise value in a conservative, low-risk fashion |
● | Developing and maintaining relationships within the financial community to ensure our company's access to capital and credit |
● | Setting the proper "tone at the top" reflecting our company's operation in a highly regulated environment as a publicly traded reporting company |
● | Providing executive leadership to deploy our assets in a balanced fashion, recognizing the need to maximize liquidity, reduce debt, and generate cash flow |
● | Developing strategies for the integration of companies that we acquire into our organization | |
● | Implement facility and equipment strategy to support foodservice growth | |
● | Reducing long-term debt |
● | Initiating a strategic plan for information technology |
● | Initiating opportunities to repurchase shares of our capital stock when appropriate |
● | Developing and implementing a management structure to facilitate long term growth |
● | Ensuring our company's compliance with appropriate internal controls for financial reporting | |
● | Implement strategic plan to capitalize on the growing foodservice sector | |
● | Initiating a strategic posture for a company-wide culture of growth | |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensa-tion ($) | Nonquali-fied Deferred Compensa-tion Earnings ($) | All other Compensa-tion ($) (3) | Total ($) |
Christopher H. Atayan, Chief Executive Officer & Chairman | 2012 | 477,405 | 596,756 | 691,863 | -- | -- | -- | -- | 1,766,024 |
2011 | 463,500 | 579,375 | 575,660 | -- | -- | -- | -- | 1,618,535 | |
2010 | 450,000 | 1,304,203 | 2,808,390 | -- | -- | -- | -- | 4,562,593 | |
Kathleen M. Evans, President | 2012 | 375,000 | 137,500 | -- | -- | -- | -- | 24,279 | 536,779 |
2011 | 375,000 | 130,000 | -- | -- | -- | -- | 23,907 | 528,907 | |
2010 | 375,000 | 130,000 | -- | -- | -- | -- | 23,907 | 528,907 | |
Andrew C. Plummer, Vice President, Secretary & Chief Financial Officer | 2012 | 197,245 | 123,278 | 168,291 | -- | -- | -- | 11,177 | 499,991 |
2011 | 191,500 | 119,688 | 118,360 | -- | -- | -- | 11,777 | 441,325 | |
2010 | 175,000 | 199,388 | 385,254 | -- | -- | -- | 11,760 | 771,402 | |
Eric J. Hinkefent, President of Chamberlin's Natural Foods, Inc. & Health Food Associates, Inc. | 2012 | 159,135 | 99,459 | -- | 17,331 | -- | -- | 22,416 | 298,341 |
2011 | 154,500 | 96,563 | 96,840 | -- | -- | -- | 22,049 | 369,952 | |
2010 | 150,000 | 100,407 | 252,035 | -- | -- | -- | 20,876 | 523,318 |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All other Compensa-tion ($) (2) | Total ($) |
Christopher H. Atayan, Chief Executive Officer & Chairman | 2015 | 521,760 | 652,088 | 830,610 | -- | -- | -- | 10,600 | 2,015,058 |
2014 | 506,480 | 633,100 | 824,670 | -- | -- | -- | 20,600 | 1,984,850 | |
2013 | 491,730 | 614,663 | 821,997 | -- | -- | -- | -- | 1,928,390 | |
Kathleen M. Evans, President | 2015 | 397,840 | 137,917 | -- | -- | -- | -- | 150,797 | 686,554 |
2014 | 386,250 | 133,900 | -- | -- | -- | -- | 23,307 | 543,457 | |
2013 | 375,000 | 130,000 | -- | -- | -- | -- | 23,107 | 528,107 | |
Andrew C. Plummer, Vice President, Secretary & Chief Financial Officer | 2015 | 215,530 | 134,706 | 171,995 | -- | -- | -- | 10,593 | 532,824 |
2014 | 209,250 | 130,781 | 170,765 | -- | -- | -- | 10,387 | 521,183 | |
2013 | 203,160 | 126,975 | 170,212 | -- | -- | -- | 11,515 | 511,862 | |
Eric J. Hinkefent, President of Chamberlin's Natural Foods, Inc. & Health Food Associates, Inc. | 2015 | 163,910 | 97,813 | -- | -- | -- | -- | 20,630 | 282,353 |
2014 | 163,910 | 52,759 | -- | -- | -- | -- | 22,492 | 239,161 | |
2013 | 163,910 | 102,444 | -- | -- | -- | -- | 23,028 | 289,382 |
(1) | The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC 718, for awards granted to our named executive officers of restricted stock units for services provided in the applicable fiscal year. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards. Assumptions used in the calculation of these amounts use the closing stock price on the date of grant. |
(2) | The amounts in this column |
Name | Auto Allowance ($) (a) | Life Insurance Premiums ($) (b) | Company Profit Sharing Plan Contributions ($) (c) | Total ($) | |
Mr. Atayan | -- | -- | -- | -- | |
Ms. Evans | 12,000 | 907 | 11,372 | 24,279 | |
Mr. Plummer | -- | -- | 11,177 | 11,177 | |
Mr. Hinkefent | 12,000 | -- | 10,416 | 22,416 |
Name | Auto Allowance ($) (a) | Life Insurance Premiums ($) (b) | Company Profit Sharing Plan Contributions ($) (c) | Vacation Payout ($) (d) | Total ($) |
Mr. Atayan | -- | -- | 10,600 | -- | 10,600 |
Ms. Evans | 12,000 | 907 | 10,600 | 127,290 | 150,797 |
Mr. Plummer | -- | -- | 10,593 | -- | 10,593 |
Mr. Hinkefent | 12,000 | -- | 8,630 | -- | 20,630 |
(a) | Reflects a cash allowance provided as compensation for the use of the executive's automobile on company business. |
(b) | Reflects life insurance premiums paid by our company with respect to term life insurance policies. |
(c) | Reflects company matching contributions under our 401(k) profit sharing plan. Employees may contribute up to 100% of their compensation into this plan, subject to Internal Revenue Service limits. Our company matches 50% of the first 4% of compensation contributed and 100% of the next 2% of compensation contributed for a maximum company match equal to 4% of employee compensation. |
(d) | Reflects a cash payment for accrued but unused vacation days to which Ms. Evans was entitled. |
Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) (1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) (2) | Grant Date Fair Value of Stock and Option Awards ($) (3) | |
Mr. Atayan | 10/23/12 | 11,100 | -- | -- | 691,863 | |
Ms. Evans | -- | -- | -- | -- | -- | |
Mr. Plummer | 10/23/12 | 2,700 | -- | -- | 168,291 | |
Mr. Hinkefent | 10/23/12 | -- | 1,500 | 62.33 | 17,331 |
Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) | Grant Date Fair Value of Stock and Option Awards ($) (2) |
Mr. Atayan | 10/20/15 | 9,900 (1) | -- | -- | 830,610 |
Ms. Evans | -- | -- | -- | -- | -- |
Mr. Plummer | 10/20/15 | 2,050 (1) | -- | -- | 171,995 |
Mr. Hinkefent | -- | -- | -- | -- | -- |
(1) | Consists of awards of restricted stock units under our |
(2) |
These amounts reflect the grant date fair value, computed in accordance with FASB ASC 718, for |
Name | Option Awards | Stock Awards | |||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) | ||
Mr. Atayan | 25,000 | 1,218,125 | -- | -- | |
-- | -- | 3,300 | 226,347 (3) | ||
-- | -- | 3,700 | 253,709 (4) | ||
-- | -- | 3,567 | 244,839 (5) | ||
Ms. Evans | -- | -- | -- | -- | |
Mr. Plummer | -- | -- | 683 | 46,847 (3) | |
-- | -- | 900 | 61,713 (4) | ||
-- | -- | 734 | 50,382 (5) | ||
Mr. Hinkefent | -- | -- | 600 | 41,184 (5) |
(1) | Determined by subtracting the exercise price of the options exercised from the |
(2) | Represents shares of common stock acquired on vesting of restricted stock units or "RSUs" (prior to any reduction of shares to provide for the payment of applicable tax withholding amounts). The award recipient has the right to receive, on the vesting date, either (i) an amount of cash equal to the fair market value of the shares of common stock underlying the recipient's RSUs then vesting or (ii) the number of shares of common stock underlying the recipient's RSUs then vesting. |
(3) | Determined based on the |
(4) | Determined based on the |
(5) | Determined based on the estimated fair market value of our common stock on the October 24, 2014 vesting date for awards of RSUs. |
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||
Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (5) | 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 ($) | |
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||
Mr. Atayan | 25,000 | -- | -- | 18.00 | 12/12/16 | -- | -- | -- | -- | -- | -- | -- | -- | 3,700 (1) | 296,000 | -- | -- | |
-- | -- | -- | -- | -- | 10,300 (1) | 669,500 | -- | -- | ||||||||||
-- | -- | -- | -- | -- | 5,400 (2) | 351,000 | -- | -- | -- | -- | -- | -- | -- | 6,600 (2) | 528,000 | -- | -- | |
-- | -- | -- | -- | -- | 10,700 (3) | 695,500 | -- | -- | -- | -- | -- | -- | -- | 9,900 (3) | 792,000 | -- | -- | |
Ms. Evans | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | ||
Mr. Plummer | -- | -- | -- | -- | -- | 1,250 (1) | 81,250 | -- | -- | -- | -- | -- | -- | -- | 900 (1) | 72,000 | -- | -- |
-- | -- | -- | -- | -- | 1,067 (2) | 69,355 | -- | -- | -- | -- | -- | -- | -- | 1,367 (2) | 109,360 | -- | -- | |
-- | -- | -- | -- | -- | 2,200 (3) | 143,000 | -- | -- | -- | -- | -- | -- | -- | 2,050 (3) | 164,000 | -- | -- | |
Mr. Hinkefent | -- | -- | -- | -- | -- | 700 (1) | 45,500 | -- | -- | 1,000 | 500 (4) | -- | 62.33 | 10/23/22 | -- | -- | -- | |
-- | -- | -- | -- | -- | 934 (2) | 60,710 | -- | -- | ||||||||||
-- | -- | -- | -- | -- | 1,800 (3) | 117,000 | -- | -- |
(1) | Subject to earlier forfeiture under the limited circumstances specified in our 2007 omnibus incentive plan and in the related award agreements with the respective award recipients, these restricted stock unit awards vest on October |
(2) | Subject to earlier forfeiture under the limited circumstances specified in our 2007 omnibus incentive plan and in the related award agreements with the respective award recipients, these restricted stock unit awards vest in equal shares on |
(3) | Subject to earlier forfeiture under the limited circumstances specified in our 2007 omnibus incentive plan or in our 2014 omnibus incentive plan, as applicable, and in the related award agreements with the respective award recipients, these restricted stock unit awards vest in equal shares on October |
(4) | Subject to earlier forfeiture under the limited circumstances specified in our 2007 omnibus incentive plan and in the related award agreement with the award recipient, the award of stock options was made on terms in which one third of the 1,500 shares originally underlying the award would become exercisable on October 23, 2013, October 23, 2014 and October 23, 2015. |
(5) | Determined based on the closing market price of our common stock on September 30, |
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 available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | 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 available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
(a) | (b) | (c) | (a) | (b) | (c) | |
Equity compensation plans approved by security holders (1) | 73,742 | $29.43 | 41,075 | 21,100 | $64.16 | 63,412 |
Equity compensation plans not approved by security holders | -- | -- | -- | -- | -- | -- |
Total. . . . . . . . . . . . . . . . . . . . . . | 73,742 | $29.43 | 41,075 | 21,100 | $64.16 | 63,412 |
(1) | Consists of (i) our 2007 omnibus incentive plan, described under "Executive Compensation and Related Matters—2007 Omnibus Incentive Plan," and (ii) our |
● | During any period prior to termination of employment that the officer fails to perform full-time duties as a result of disability, total compensation, including base salary, bonus and any benefits, will continue unaffected until either the officer returns to the full-time performance of duties or employment is terminated. |
● | If employment is terminated by our company for cause or by the officer other than for good reason, we will pay the officer his or her full base salary through the date of termination plus all other amounts to which the officer is then entitled under any of our compensation or benefit plans. |
● | If employment terminates by reason of death, benefits will be determined in accordance with our retirement, survivor's benefits, insurance and other applicable programs and plans then in effect. |
● | If employment is terminated by our company (other than for cause or disability) or by the officer for good reason, the officer will be entitled to the following benefits: |
○ | All accrued compensation and benefits. |
○ | A severance payment in the form of a cash lump sum distribution equal to current annual compensation (as that term is defined in the Agreement) multiplied by two, which payment is subject to pro rata reduction to the extent that the officer is age 65 or over during the three years immediately following the termination of employment. |
○ | Life and health insurance benefits (for 24 months after termination or until the officer turns 65 if earlier) that are substantially similar to those received immediately prior to the date of termination or, if more favorable to the officer, immediately prior to the event date. These benefits will be provided at a cost to the officer that is no greater than the amount paid for such benefits by active employees who participate in such company-sponsored welfare benefit plan or, if less, the amount paid for such benefits by the officer immediately prior to the event date. |
Prior to Change of Control | After Change of Control | |||||
Benefit | Termination due to Death | Termination due to Disability | Termination w/o Cause | Termination w/o Cause or for Good Reason | Termination due to Death or Disability | Automatically with or w/o Termination |
Christopher H. Atayan | ||||||
Severance payment (1) | -- | -- | -- | $2,637,016 | -- | -- |
Continuation of insurance coverage (2) | -- | -- | -- | 25,200 | -- | -- |
Vesting of restricted stock units (3) | $1,716,000 | $1,716,000 | $1,716,000 | $1,716,000 | $1,716,000 | $1,716,000 |
Total for Mr. Atayan | $1,716,000 | $1,716,000 | $1,716,000 | $4,378,216 | $1,716,000 | $1,716,000 |
Andrew C. Plummer | ||||||
Vesting of restricted stock units (3) | $293,605 | $293,605 | $293,605 | $293,605 | $293,605 | $293,605 |
Total for Mr. Plummer | $293,605 | $293,605 | $293,605 | $293,605 | $293,605 | $293,605 |
Eric J. Hinkefent | ||||||
Salary benefits (4) | $81,955 | $81,955 | -- | -- | $81,955 | -- |
Severance payment (5) | -- | -- | $263,369 | $263,369 | -- | -- |
Vesting of restricted stock units (3) | $223,210 | $223,210 | $223,210 | $223,210 | $223,210 | $223,210 |
Total for Mr. Hinkefent | $305,165 | $305,165 | $486,579 | $486,579 | $305,165 | $223,210 |
Prior to Change of Control | After Change of Control | |||||||||||||||||||||||
Benefit | Termination due to Death | Termination due to Disability | Termination w/o Cause | Termination w/o Cause or for Good Reason | Termination due to Death or Disability | Automatically with or w/o Termination | ||||||||||||||||||
Christopher H. Atayan | ||||||||||||||||||||||||
Severance payment (1) | -- | -- | -- | $ | 2,341,207 | -- | -- | |||||||||||||||||
Continuation of insurance coverage (2) | -- | -- | -- | 31,200 | -- | -- | ||||||||||||||||||
Vesting of restricted stock units (3) | $ | 1,616,000 | $ | 1,616,000 | $ | 1,616,000 | $ | 1,616,000 | $ | 1,616,000 | $ | 1,616,000 | ||||||||||||
Total for Mr. Atayan | $ | 1,616,000 | $ | 1,616,000 | $ | 1,616,000 | $ | 3,988,407 | $ | 1,616,000 | $ | 1,616,000 | ||||||||||||
Andrew C. Plummer | ||||||||||||||||||||||||
Vesting of restricted stock units (3) | $ | 345,360 | $ | 345,360 | $ | 345,360 | $ | 345,360 | $ | 345,360 | $ | 345,360 | ||||||||||||
Total for Mr. Plummer | $ | 345,360 | $ | 345,360 | $ | 345,360 | $ | 345,360 | $ | 345,360 | $ | 345,360 | ||||||||||||
Eric J. Hinkefent | ||||||||||||||||||||||||
Salary benefits (4) | $ | 89,555 | $ | 89,555 | -- | -- | $ | 89,555 | -- | |||||||||||||||
Severance payment (5) | -- | -- | $ | 233,541 | $ | 233,541 | -- | -- | ||||||||||||||||
Vesting of stock options and restricted stock units (3) | $ | 8,835 | $ | 8,835 | -- | -- | $ | 8,835 | $ | 8,835 | ||||||||||||||
Total for Mr. Hinkefent | $ | 98,390 | $ | 98,390 | $ | 233,541 | $ | 233,541 | $ | 98,390 | $ | 8,835 |
_____________ |
(1) | Represents the amount calculated pursuant to the change of control agreement equal to the product of two times the sum of: |
(2) | Represents the amount calculated pursuant to the change of control agreement equal to our estimated incremental cost for life and health insurance benefits provided to Mr. Atayan for 24 months following termination (or until he turns 65 if earlier), after giving effect to the portion paid by him. |
(3) | Represents the value of restricted stock units or stock options, as applicable, whose vesting is accelerated pursuant to the applicable award agreement, calculated (i) in the case of restricted stock |
(4) | Represents the amount calculated pursuant to the employment agreement equal to Mr. Hinkefent's base salary for the six months immediately following the date of employment termination due to death or disability. |
(5) | Represents the amount calculated pursuant to the employment agreement equal to the sum of: |
Type of Fee | Fiscal 2011 | Fiscal 2012 | |
Audit Fees (1) | $329,500 | $332,500 | |
Audit-Related Fees (2) | 33,728 | 13,500 | |
Tax Fees (3) | 140,316 | 64,675 | |
All Other Fees | -- | -- | |
Total | $503,544 | $410,675 |
Type of Fee | Fiscal 2014 | Fiscal 2015 | ||||||
Audit Fees (1) | $ | 336,590 | $ | 338,155 | ||||
Audit-Related Fees (2) | 14,300 | 14,300 | ||||||
Tax Fees (3) | 59,848 | 57,790 | ||||||
All Other Fees | -- | -- | ||||||
Total | $ | 410,738 | $ | 410,245 |
(1) | Audit Fees, including those for audits, include the aggregate fees billed to us during our |
(2) | Audit Related Fees include the aggregate fees billed to us during our |
(3) | Tax Fees include the aggregate fees billed to us during our |
John R. Loyack | Stanley Mayer | Timothy R. Pestotnik |
· | If the stockholder proposal is intended for inclusion in our proxy materials for that meeting pursuant to SEC Rule 14a-8, our company must receive the proposal no later than July 19, |
· | If the stockholder proposal is to be presented without inclusion in our proxy materials for that meeting, our bylaws require that our company receive notice of the proposal no later than November |
· | If the stockholder is to make a nomination for that meeting, our bylaws require that our company receive notice of the proposed nominee no later than November 17, 2016. In addition, the stockholder must comply with the other advance notice provisions of our company's bylaws. See "Advance Notice of Stockholder Proposals" below. |
BY ORDER OF THE BOARD OF DIRECTORS, | |
Andrew C. Plummer | |
Secretary |
IMPORTANT ANNUAL MEETING INFORMATION |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | S |
A | Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2. |
1. | For | Withhold | For | Withhold | |||||
01 – Jeremy W. Hobbs | o | o | 02 - Stanley Mayer | o | o |
For | Against | Abstain | |||||||
2. | |||||||||
of independent registered public accounting firm for the | o | o | o | ||||||
B | Non-Voting Items |
Change of Address — Please print your new address below. | Comments — Please print your comments below. | Meeting Attendance | |||
Mark the box to the right if you plan to attend the Annual Meeting. | o |
C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||||||||
/ / | ||||||||||||
REVOCABLE PROXY — AMCON DISTRIBUTING COMPANY |