If you have any questions or require any assistance with your vote, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors at The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at 1-866-228-8614 or by collect call outside North America at 416-867-2272 or by email atcontactus@kingsdaleadvisors.com
30, 2019.
The Company has entered into an agreement with Kingsdale Advisors for strategic shareholder advisory and proxy solicitation services in connection with this solicitation, for which Kingsdale will receive a fee up to $48,400 together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Kingsdale will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders.
At any meeting of shareholders (including the 20172019 Annual Meeting of Shareholders), a quorum for the transaction of business will be not less than 33 1/3% of the shares entitled to vote at the meeting, represented either in person or by proxy. Only a shareholder of record at the close of business on April 17, 201712, 2019 (the “record date”) will be entitled to vote, or grant proxies to vote, his or her Class A Subordinate Voting Shares (“Class A Shares”) or Class B Shares (“Class B Shares”) (the Class A Shares and the Class B Shares are herein referred to collectively as the “shares”) at the Meeting (subject, in the case of voting by proxy, to the timely deposit of his or her executed form of proxy as described herein).
If the non-registered shareholder does not provide voting instructions to its intermediary, the shares will not be voted on any proposal on which the intermediary does not have discretionary authority to vote. Under current rules, certain intermediaries maywill not have discretionary authority to vote shares at the
| | | 2017 | | | 2018 | | | 2019 | | |||||||||
As at December 31st | | | | | 1.2530 | | | | | | 1.3462 | | | | | | — | | |
As at March 31st | | | | | 1.3337 | | | | | | 1.2893 | | | | | | 1.3363 | | |
Average for year ended December 31st | | | | | 1.2977 | | | | | | 1.2962 | | | | | | — | | |
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2015 | 2016 | 2017 | ||||||||||
As at December 31st | 1.3840 | 1.3427 | — | |||||||||
As at March 31st | 1.2666 | 1.2987 | 1.3337 | |||||||||
Average for year ended December 31st | 1.2788 | 1.3256 | — |
To the knowledge of the directors and officers of MDC Partners, and excluding the Series 4 and Series 6 Preference Shares, no person (or group of persons) beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of MDC Partners representing more than 5% of the voting rights attached to any class of voting securities of MDC Partners other than: FMR LLC; Invesco Ltd.;Stagwell Agency Holdings LLC, Indaba Capital Management, L.P. and Hotchkis and Wiley Capital Management LLC; and Boston Partners.LLC. See “Security Ownership of Management and Certain Beneficial Owners” below for details of shares beneficially owned by these persons and entities.
| Mark J. Penn | | | Anne Marie O’Donovan | |
| Charlene Barshefsky | | | Kristen M. O’Hara | |
| Daniel S. Goldberg | | | Desirée Rogers | |
| Bradley J. Gross | | | Irwin D. Simon | |
MDC Partners believes that each nominee for election as director possesses the personal and professional qualifications necessary to serve as a member of the Board, including the particular experience, talent, expertise and background set forth below.
Scott L. Kauffman30, 2019:
In 1996, Advertising Age named Mr. Kauffman one of twenty digital media masters, and in 1992, Advertising Age named him one of the top 100 marketers in the country. Mr. Kauffman brings extensive media and marketing experience to the Board and has a long history of leading complex entrepreneurial companies at the crossroads of advertising, technology and data. Mr. Kauffman has been a member of the MDC Partners board of directors since his appointment on April 28, 2006. He currently serves as MDC’s Chairman and Chief Executive Officer, a role he assumed on July 20, 2015, and as a member of the Special Committee. Mr. Kauffman is a resident of Palo Alto, California, and maintains a part-time residence in New York, New York.
Clare R. Copeland, age 81,83, is Vice Chairman of Falls Management Company, a commercial development and casino operator in Niagara Falls, Ontario, a position he has held since January 15, 2015, following his tenure as Chief Executive Officer since November 2004. Previously, Mr. Copeland was Chairman and Chief Executive Officer of OSF Inc., a manufacturer of retail store interiors and Chief Executive Officer of People’s Jewelers Corporation, a jewelry retailer. He was also Chairman of Toronto Hydro from 1999 to 2013, and was a director of Danier Leather Inc. from 1998 until November 9, 2015. In addition, Mr. Copeland is a member of the board of directors of Chesswood, and is a member of the board of trustees of RioCan Real Estate Investment Trust and Telesat. Mr. Copeland brings extensive experience in management and oversight to the Board. Mr. Copeland has been a member of the MDC Partners board of directors since June 30, 2007. He is currently Chairman of the Human Resources & Compensation Committee. Mr. Copeland resides in Toronto, Ontario.
Daniel S. Goldberg, age 52, is President and Chief Executive Officer of Telesat, a Canadian satellite communications company, a position he has held since 2006. Prior to joining Telesat, Mr. Goldberg served as Chief Executive Officer of SES New Skies and as a member of the SES Executive Committee, and earlier New Skies positions include Chief Operating Officer and General Counsel. Before joining New Skies, Mr. Goldberg served as Associate General Counsel and Vice President of Government and Regulatory Affairs at PanAmSat. Mr. Goldberg is a seasoned executive, bringingCopeland will not stand for re-election to the board global operations expertise and a track record of achieving industry-leading growth and significant equity value creation. He has been a member ofBoard at the MDC Partners board of directors since his appointment on July 1, 2016. He is currently a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Goldberg resides in Ottawa, Ontario.
Bradley J. Gross,age 44, is a Managing Director in the Merchant Banking Division (“MBD”) of Goldman, Sachs & Co., a position he has held since 2007. Mr. Gross is focused on US technology, media and telecom investing and serves as a member of the MBD Corporate Investment Committee and MBD Risk Committee. Mr. Gross joined Goldman Sachs in 1995 and rejoined the firm after completing business school in 2000. He became a vice president in 2003 and was named managing director in 2007. Mr. Gross serves on the boards of Americold Realty Trust, the global leader in refrigerated warehouse logistics, Griffon Corporation, a holding company with subsidiaries in building products, specialty plastics and defense electronics, Neovia Logistics Holdings, a provider of logistics solutions, PSAV Holdings, a hospitality industry technology provider and Proquest Holdings, a leading information services business serving the higher education market. Mr. Gross brings to the board an exceptional track record and important expertise to our continued pursuit of maximizing long-term shareholder value. He has been a member of the MDC Partners board of directors since his appointment on March 7, 2017. Mr. Gross resides in New York, New York. Mr. Gross was nominated by Goldman Sachs pursuant to its rights as the purchaser of the Series 4 Preference Shares.
upcoming Meeting.
Anne Marie O’Donovan, age 58, is an experienced strategic senior executive, public company board member, and CPA, with over 30 years of Canadian and global financial services industry expertise. Ms. O’Donovan currently serves as a Corporate Director and President of O’Donovan Advisory Services Ltd., a financial advisory company. She is a member of the board of directors of Indigo Books & Music, a Canadian bookstore company, Aviva Canada, a leading property and casualty insurance group, and Cadillac Fairview, an owner/operator/developer of office, retail and mixed-use properties. Most recently she served as Executive Vice President at Scotiabank, where she was Chief Administrative Officer Mr. Kramer will not stand for Global Banking and Markets division. Prior to that Ms. O’Donovan had a long, distinguished career at Ernst & Young, a professional services and accounting firm, as Partner. She holds an HBA degree from the Richard Ivey School of Business at the University of Western Ontario and is a Fellow of the Institute of Chartered Accountants of Ontario. Spencer Stuart, a leadership consulting firm that was engaged by the MDC Partners’ board of directors in 2016 to complete an extensive director search, recommended Ms. O’Donovan to the board. Ms. O’Donovan brings to the board an in-depth knowledge in the areas of executive leadership, risk management, regulatory, governance, financial management, technology, operations and internal audit, as well as relevant experience working with international teams across Europe, Asia and Latin America. Such knowledge, gleaned through experience at accounting and financial advisory firms, facilitated the determination that Ms. O’Donovan should be nominated to the MDC Partners board of directors. Ms. O’Donovan has been a member of the MDC Partners board of directors since her appointment on March 1, 2016. She is currently Chair of the Audit Committee, and a member of the Nominating and Corporate Governance Committee. Ms. O’Donovan resides in Oakville, Ontario.
Irwin D. Simon, age 58, is the founder of The Hain Celestial Group, Inc., a leading organic and natural products company and a Nasdaq listed corporation, and has been its President, Chief Executive Officer and a member of the board of directors since its inception in 1993. In addition, Mr. Simon has served as Chairman of the board of directors of Hain Celestial since 2000. Mr. Simon also served as a member of the board of directors of Jarden Corporation, a consumer products company from June 2002 until April 14, 2016. Mr. Simon has been a member of the MDC Partners board of directors since his appointment on April 25, 2013, and currently serves as Presiding Director. He is also currently the Chairman of the Nominating and Corporate Governance Committee and a member of the Human Resources & Compensation Committee and the Special Committee. Mr. Simon bringsre-election to the Board unique perspectives on aspects of advertising and marketing services, as well as extensive operational and entrepreneurial experience. In addition, Mr. Simon possesses a great depth of knowledge and experience regardingat the consumer packaged goods industry and related marketing services that are provided by the Company’s partner firms. Mr. Simon resides in New York, New York.
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Number of Voting Shares Beneficially Owned, or Over Which Control or Direction is Exercised(1) | Approximate Percentage of Class(5) | |||||||||||||||||||
Name | Type of Shareholding | Class A Subordinate Voting Shares(2) | Class A Shares Underlying Options, Warrants or Similar Right Exercisable Currently or Within 60 Days(3) | Class A Shares Underlying All Options, Warrants or Similar Right(4) | Class A Shares | |||||||||||||||
Scott L. Kauffman | Direct | 670,984 | (6) | — | — | 1.2 | % | |||||||||||||
Clare R. Copeland | Direct | 80,514 | (7) | 37,500 | 37,500 | * | ||||||||||||||
Daniel S. Goldberg | Direct | 171,000 | (6) | — | — | * | ||||||||||||||
Bradley J. Gross | Direct | — | — | — | * | |||||||||||||||
Larry S. Kramer | Direct | 21,000 | (6) | — | — | * | ||||||||||||||
Indirect | 30,000 | (6) | — | — | * | |||||||||||||||
Anne Marie O’Donovan | Direct | 21,000 | (7) | — | — | * | ||||||||||||||
Irwin D. Simon | Direct | 46,570 | (6) | — | — | * | ||||||||||||||
David Doft | Direct | 270,964 | (6) | — | 50,000 | * | ||||||||||||||
Indirect | 1,500 | (6) | — | — | * | |||||||||||||||
Mitchell Gendel | Direct | 274,668 | (6) | — | 50,000 | * | ||||||||||||||
Robert Kantor | Direct | 181,836 | (6) | — | 43,000 | * | ||||||||||||||
David Ross | Direct | 135,000 | (6) | — | 43,000 | * | ||||||||||||||
All directors and officers of MDC as a group of 11 persons | 1,905,036 | (6)(7) | 37,500 | 200,700 | 3.4 | % | ||||||||||||||
Goldman Sachs(8) | 12,890 | (9) | 9,500,000 | (9) | 9,500,000 | (9) | 14.3 | %(9) | ||||||||||||
FMR LLC(8) | 7,874,021 | — | — | 13.8 | % | |||||||||||||||
Invesco Ltd.(8) | 4,810,755 | — | — | 8.5 | % | |||||||||||||||
Hotchkis and Wiley Capital Management, LLC(8) | 4,017,180 | (10) | — | — | 7.1 | % | ||||||||||||||
Boston Partners(8) | 2,781,142 | (11) | — | — | 4.9 | % |
| | | | | | | | | Number of Voting Shares Beneficially Owned, or Over Which Control or Direction is Exercised(1) | | | Approximate Percentage of Class(5) | | ||||||||||||||||||
Name | | | Type of Shareholding | | | Class A Subordinate Voting Shares(2) | | | Class A Shares Underlying Options, Warrants or Similar Right Exercisable Currently or Within 60 Days(3) | | | Class A Shares Underlying All Options, Warrants or Similar Right(4) | | | Class A Shares | | |||||||||||||||
Mark J. Penn | | | | | Direct | | | | | | 14,285,714(6) | | | | | | 10,000,000(6) | | | | | | 11,500,000(6) | | | | | | 29.2% | | |
Charlene Barshefsky | | | | | Direct | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Clare R. Copeland | | | | | Direct | | | | | | 92,678(7) | | | | | | — | | | | | | — | | | | | | * | | |
Daniel S. Goldberg | | | | | Direct | | | | | | 181,990(8) | | | | | | — | | | | | | — | | | | | | * | | |
Bradley J. Gross | | | | | Direct | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Scott L. Kauffman | | | | | Direct | | | | | | 604,357(8) | | | | | | — | | | | | | — | | | | | | * | | |
Lawrence S. Kramer | | | | | Direct | | | | | | 31,990(8) | | | | | | — | | | | | | — | | | | | | * | | |
| | | | | Indirect | | | | | | 30,000(8) | | | | | | — | | | | | | — | | | | | | * | | |
Anne Marie O’Donovan | | | | | Direct | | | | | | 31,990(7) | | | | | | — | | | | | | — | | | | | | * | | |
Kristen M. O’Hara | | | | | Direct | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Desirée Rogers | | | | | Direct | | | | | | 33,810(8) | | | | | | — | | | | | | — | | | | | | * | | |
Irwin D. Simon | | | | | Direct | | | | | | 57,560(8) | | | | | | — | | | | | | — | | | | | | * | | |
David Doft | | | | | Direct | | | | | | 247,485(8) | | | | | | — | | | | | | 50,000 | | | | | | * | | |
| | | | | Indirect | | | | | | 1,500(8) | | | | | | — | | | | | | — | | | | | | * | | |
Mitchell Gendel | | | | | Direct | | | | | | 298,144(8) | | | | | | — | | | | | | 50,000 | | | | | | * | | |
David Ross | | | | | Direct | | | | | | 131,738(8) | | | | | | — | | | | | | 43,000 | | | | | | * | | |
Stephanie Nerlich | | | | | Direct | | | | | | 76,738(7) | | | | | | — | | | | | | 25,000 | | | | | | * | | |
All directors and officers of as a group of | | | | | | | | | | | 16,105,694(6)(7)(8) | | | | | | 10,000,000(6) | | | | | | 11,668,000(6) | | | | | | 31.4% | | |
Stagwell Agency Holdings LLC(9)(10) | | | | | | | | | 14,285,714(10) | | | | | | 10,000,000(10) | | | | | | 10,000,000(10) | | | | | | 29.2% | | |
Goldman Sachs | | | | | | | | | | | 7,625(11) | | | | | | 14,778,823(11) | | | | | | 14,778,823(11) | | | | | | 16.8% | | | ||
Hotchkis and Wiley Capital Management LLC | | | | | | | | | | | 7,706,094(12) | | | | | | — | | | | | | — | | | | | | 10.5% | | |
Indaba Capital Management, | | | | | | | | | | | 4,327,415(13) | | | | | | — | | | | | | — | | | | | | 5.9% | | |
The Company’s Corporate Governance Guidelines contain a majority vote provision,voting policy, which requires a director nominee who receives, in an uncontested election, a number of votes “withheld” that is greater than the number of votes cast “for” his or her election to promptly offer to resign from the Board. The Board shall accept the resignation absent exceptional circumstances. Unless the Board decides to reject the offer, the resignation shall become effective 60 days after the date of the election. In making a determination whether to reject the offer or postpone the effective date, the Board of Directors shall consider all factors it considers relevant to the best interests of the Company. A director who tenders a resignation pursuant to this Policythe Corporate Governance Guidelines will not participate in any meeting of the Board at which the resignation is considered. The Company will promptly issue a news release with the Board’s decision.
2018.
| | Director | | | | Audit Committee | | | | Human Resources and Compensation Committee | | | | Nominating and Corporate Governance Committee | | | | Strategic Alternatives Review Committee | | |
| | Irwin D. Simon | | | | | | | ✓ | | | | Chair | | | | ✓ | | | |
| | Charlene Barshefsky | | | | ✓ | | | | | | | | ✓ | | | | | | |
| | Clare R. Copeland | | | | | | | ✓ | | | | | | | | | | | |
| | Daniel S. Goldberg | | ✓ | | | | | | | | ✓ | | | | | | | ||
| | Bradley J. Gross | | | | | | | | | | | | | | | | | | |
| Scott L. Kauffman | | | | | | | | | | | | | | | | | | | |
| | Lawrence S. Kramer | | ✓ | | | | Chair | | | | | | | | ✓ | | | ||
| | Anne Marie O’Donovan | | | | Chair | | | | | | | ✓ | | | | ✓ | | | |
| Desirée Rogers | | | | | | | | ✓ | | | | ✓ | | | | | | | |
| | Mark J. Penn | | | | | | | | | | | | | | | | | | |
Asstatements and effectiveness of April 17, 2017, theinternal controls over financial reporting.
As of April 17, 2017, the current members of the
Company will disclose any amendments to the charter on its website atwww.mdc-partners.com in accordance with applicable law and the requirements of the NASDAQNasdaq corporate governance standards.
The Special Committee is composed of two (2) members, Scott Kauffman and Irwin Simon. Mr. Simon is considered to be “independent” according to the applicable rules of Nasdaq; Mr. Kauffman was an independent director until his appointment as CEO of the Company on July 20, 2015. The Special Committee was formed in December 2014, for the purpose of overseeing the production of documents and to review issues relating to the Securities and Exchange Commission investigation, which is now completed and resolved.
employment). The Nominating and Corporate Governance Committee has not implemented any particular additional policies or procedures with respect to suggestions received from shareholders with respect to Board or committee nominees.
In addition, Mr. Gross was nominated by Goldman Sachs pursuant The Nominating and Corporate Governance Committee will formally meet and deliberate on the qualifications of specific candidates prior recommending their appointment to its rights in connection with the purchasefull Board. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the Series 4 Preference Shares.
Employee directors are
Non-Management Director | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Charlene Barshefsky | | | | | — | | | | | | — | | | | | | — | | | | | | N/A | | | | | | —(1) | | |
Clare R. Copeland | | | | | 137,500 | | | | | | 101,108(2) | | | | | | — | | | | | | N/A | | | | | | 238,608 | | |
Daniel S. Goldberg | | | | | 126,000 | | | | | | 101,108(2) | | | | | | — | | | | | | N/A | | | | | | 227,108 | | |
Bradley J. Gross | | | | | — | | | | | | — | | | | | | — | | | | | | N/A | | | | | | — | | |
Mark J. Penn | | | | | — | | | | | | — | | | | | | — | | | | | | N/A | | | | | | —(3) | | |
Lawrence S. Kramer | | | | | 181,250 | | | | | | 101,108(2) | | | | | | — | | | | | | N/A | | | | | | 282,358 | | |
Anne Marie O’Donovan | | | | | 183,000 | | | | | | 101,108(2) | | | | | | — | | | | | | N/A | | | | | | 284,108 | | |
Desirée Rogers | | | | | 96,500 | | | | | | 75,924(2) | | | | | | — | | | | | | N/A | | | | | | 172,424 | | |
Irwin D. Simon | | | | | 252,000 | | | | | | 101,108(2) | | | | | | — | | | | | | N/A | | | | | | 353,108 | | |
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Non-Management Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||
Clare R. Copeland | 121,500 | 89,500 | (1) | — | (2) | N/A | 211,000 | |||||||||||||
Daniel S. Goldberg | 56,000 | 90,950 | (1) | — | (2) | N/A | 146,950 | |||||||||||||
Michael J.L. Kirby(3) | 58,000 | 89,500 | (1) | — | (2) | N/A | 147,500 | |||||||||||||
Larry S. Kramer | 98,000 | 107,000 | (1) | — | (2) | N/A | 205,000 | |||||||||||||
Anne Marie O’Donovan | 110,500 | 107,000 | (1) | — | (2) | N/A | 217,500 | |||||||||||||
Irwin D. Simon | 210,000 | 89,500 | (1) | — | (2) | N/A | 299,500 |
These governance and compensation initiatives followed several senior management changes, including the replacement of Miles Nadal as CEO following his resignation on July 20, 2015. In 2015, Mr. Nadal repaid the Company for improper expenses in an aggregate amount of $11.3 million. Mr. Nadal further agreed to repay the Company $10.6 million in respect of prior cash bonus awards that contained claw-back provisions.
changes.
When casting your 2017 Say-on-Pay vote, we encourage you to consider the Compensation Committee’s determination to pay zero ($0) in cash incentive bonuses to the named executive officers given the Company’s failure to achieve its 2016 financial performance targets; the elimination of excessive compensation and CEO perquisite amounts; the enforcement of repayment requirements and claw-back agreements resulting in the recovery of more than $22 million from former senior executives; and our constructive engagement with our shareholders.
Engagement of Compensation Consultant. In 20152016, 2017 and 2016,2018, the Compensation Committee retained Mercer, Human Resource Consulting (“Mercer”), a compensation consulting firm, to provide objective analysis, advice and information to the Compensation Committee, including competitive market data and recommendations related to CEO and other named executive officer compensation. Mercer reports to the Compensation Committee Chairman and has direct access to Compensation Committee members. In addition to the advice described above, the Compensation Committee engaged Mercer to assist in designing the newexisting LTIP Plan to enhance pay-for-performance alignment.alignment and in structuring the 2018 EVP awards. In accordance with NASDAQNasdaq listing standards and SEC regulations, the Compensation Committee assessed the independence of Mercer and determined that it was independent.
independent from management and that Mercer’s work has not raised any conflict of interest.
2018.
| | Compensation Program Elements | | | | Description | | | | How This Element Promotes Company Objectives | | |
| | Base Salary | | | | Fixed annual compensation that provides ongoing income. | | | | Intended to be competitive with marketplace. | | |
| | Annual, Short-Term Cash Incentive Awards; Repayment or “Claw-back” Requirements | | | | Opportunity to earn performance-based compensation if the Company achieves financial performance goals, and if the executive achieves individual “key performance indicators” (KPIs). | | | | Motivates and rewards achievement of annual corporate and personal objectives that build shareholder value. Repayment or “claw-back” requirements encourage executive retention. | | |
| | At-Risk Equity Incentive Awards (Restricted Stock) | | | | Opportunity to earn equity incentive awards based upon three-year financial performance vesting terms. | | | | Promotes achievement of key multi-year corporate objectives; the vesting requirements of these incentive awards are designed to motivate executives to achieve goals that align the executive’s interests with shareholders. Long-term vesting promotes executive retention. | | |
| | Cash LTIP | | | | Opportunity to earn performance-based compensation if the Company achieves financial performance goals | | | | Grant and vesting requirements of these long-term incentive awards are designed to motivate executives to achieve stretch goals that align the executive’s interests with shareholders, based on |
| | Severance Payments and Benefits | | | | Payments and benefits upon termination of an executive’s employment in specified circumstances. | | | | Intended to provide assurance of financial security to attract lateral hires and to retain executives, especially in disruptive circumstances, such as a change in control and leadership | | |
| | Benefits | | | | Health and welfare benefits. | | | | Fair and competitive programs to provide family health care protection, facilitate recruitment and retention. | | |
| | Perquisites | | | | Limited personal benefits provided as an element of compensation, including a fixed “perquisite allowance” to | | | | Fair and competitive programs to facilitate the recruitment and | | |
2016
Effective March 1, 2018, the Committee determined to increase Mr. Gendel’s annual base salary to $650,000 per year based upon his expanded scope of responsibilities with real estate, human resources and procurement matters.
2016 LTIP Equity Incentive Awards. In 2016,
For purposes of the foregoing LTIP restricted stock awards and the 2016 LTIP Equity Incentive Awards described below, “EBITDA” is defined as the Company’s consolidated earnings before interest, taxes, depreciation and amortization, plus any non-cash charges for stock-based compensation which were deducted in the calculation of EBITDA. “Actual Cumulative EBITDA” is defined as the sum of the Company’s actual annual EBITDA for the Company’s 2016, 2017 andfiscal years included in the relevant performance period (the 2018-2020 Performance Period in the case of the 2018 fiscal years,LTIP Equity Incentive Awards), as determined by the Compensation Committee. “Cumulative EBITDA Target” is defined as the sum of the EBITDA targets as set forth in the Company’s annual budget for each of the Company’s 2016, 2017 and 2018 fiscal years included in the relevant performance period, in each case as determined by the Compensation Committee at the beginning of each such fiscal year.
The Compensation Committee chose EBITDA as the financial performance measure under the 20162018 LTIP Equity Incentive Awardsrestricted stock awards because it is a key indicator of Company profitability.
Partial Payout Under 2014 LTIP Equity Incentive Awards. In April 2014,
applicable NEOs respective base salary or target annual bonus award. Payment of each 2018 EVP Retention Award by the Company was conditioned on continued employment through the successful closing of a significant transaction in 2019, including either a Change of Control of the Company (as defined in the Company’s 2016 Stock Incentive Plan), or the sale of assets with aggregate proceeds to the Company from any such transaction equal to not less than $100 million (each, a “Payment Event”). The Committee will confirm if the payment conditions were satisfied for the 2018 EVP Retention Awards following the successful completion of the sale of Kingsdale and the Stagwell investment transaction at a premium valuation, among other factors, including the EVPs’ service as interim co-Chief Executive Officer following the separation of employment with Mr. Kauffman as CEO announced in September 2018.
writing to repay the Company a pro rata portion of his cash incentive payment if he resigned his employment or his employment was terminated for “cause” prior to December 31, 2018.2019. These agreements also encourage long term retention of key executives by the Company.
The comparator group of peer marketing service companies is comprised of the following publicly-traded companies: Omnicom; Interpublic Group; IAC/InterActiveCorp; Sinclair Broadcast Group; Clear Channel; John Wiley & Sons; Scholastic Corporation; Lamar Advertising; The New York Times Company; Meredith Corporation; Morningstar; and National CineMedia Inc. In addition, in September 2018, in connection with the resignation from his position of Chief Executive Officer of the Company, in recognition of Mr. Kauffman’s service to the Company and as inducement for Mr. Kauffman to enter into a release of claims against the Company, we entered into a succession agreement with Mr. Kauffman setting forth the terms of his separation from the Company. Mr. Kauffman’s succession agreement is also described below under the caption “Potential Payments upon Termination or Change-In-Control.” except the Chief Financial Officer, as of the end of the fiscal year, in excess of $1 million, unless the compensation is “performance-based.” Although the Compensation Committee considers the impact of Section 162(m) when making its compensation determinations, the Compensation Committee has determined that its need for flexibility in designing an effective compensation plan to meet our objectives and to respond quickly to marketplace needs has outweighed its need to maximize the deductibility of its annual compensation. The Compensation Committee reviews this policy from time to time.
As used in this Proxy Statement:
| | Name and Principal Position | | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards/ SARS ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($)(6) | | | ||||||||||||||||||||||||
| | Scott L. Kauffman, Former Chief Executive Officer | | | | | | 2018 | | | | | | 1,200,000 | | | | | | 0 | | | | | | 1,302,484 | | | | | | 0 | | | | | | 0 | | | | | | 8,036 | | | | | | 2,510,520 | | | |
| | | 2017 | | | | | | 1,200,000 | | | | | | 1,200,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 9,953 | | | | | | 2,409,953 | | | | |||||
| | | 2016 | | | | | | 1,200,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 8,400 | | | | | | 1,208,400 | | | | |||||
| | David Doft, Executive Vice President and Chief Financial Officer | | | | | | 2018 | | | | | | 650,000 | | | | | | 0 | | | | | | 366,000 | | | | | | 0 | | | | | | 0 | | | | | | 51,408 | | | | | | 1,067,408 | | | |
| | | 2017 | | | | | | 650,000 | | | | | | 650,000 | | | | | | 0 | | | | | | 117,630 | | | | | | 117,664 | | | | | | 52,785 | | | | | | 1,588,079 | | | | |||||
| | | 2016 | | | | | | 650,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 119,707 | | | | | | 52,154 | | | | | | 821,861 | | | | |||||
| | Mitchell Gendel, Executive Vice President and General Counsel | | | | | | 2018 | | | | | | 633,333 | | | | | | 0 | | | | | | 366,000 | | | | | | 0 | | | | | | 0 | | | | | | 48,184 | | | | | | 1,047,517 | | | |
| | | 2017 | | | | | | 550,000 | | | | | | 550,000 | | | | | | 0 | | | | | | 117,630 | | | | | | 117,664 | | | | | | 50,207 | | | | | | 1,385,501 | | | | |||||
| | | 2016 | | | | | | 550,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 119,707 | | | | | | 49,576 | | | | | | 719,283 | | | | |||||
| | Stephanie Nerlich, Executive Vice President, Talent and Partner Development (6) | | | | | | 2018 | | | | | | 468,116 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 14,505 | | | | | | 482,621 | | | |
| | David Ross, Executive Vice President, Strategy and Corporate Development | | | | | | 2018 | | | | | | 500,000 | | | | | | 0 | | | | | | 274,500 | | | | | | 0 | | | | | | 0 | | | | | | 21,408 | | | | | | 795,908 | | | |
| | | 2017 | | | | | | 495,833 | | | | | | 500,000 | | | | | | 0 | | | | | | 101,162 | | | | | | 117,664 | | | | | | 22,785 | | | | | | 1,237,444 | | | | |||||
| | | 2016 | | | | | | 425,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 119,707 | | | | | | 22,154 | | | | | | 566,861 | | | |
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Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||||||||||||||||||||
Scott L. Kauffman, Chairman and Chief Executive Officer | 2016 2015 | 1,200,000 500,641 | 0 800,000 | 0 1,926,000 | 0 0 | 0 0 | 8,400 34,135 | 1,208,400 3,260,776 | ||||||||||||||||||||||||||||
David Doft, Chief Financial Officer | 2016 2015 2014 | 650,000 500,000 441,667 | 0 575,000 566,375 | 0 0 142,437 | 0 0 0 | 119,707 0 0 | 52,154 47,687 46,686 | 821,861 1,122,687 1,197,165 | ||||||||||||||||||||||||||||
Mitchell Gendel, General Counsel | 2016 2015 2014 | 550,000 500,000 441,667 | 0 575,000 566,375 | 0 0 139,915 | 0 0 0 | 119,707 0 0 | 49,576 48,007 45,368 | 719,283 1,123,007 1,193,325 | ||||||||||||||||||||||||||||
Robert Kantor, Global Chief Marketing Officer | 2016 2015 | 500,000 500,000 | 0 600,000 | 0 0 | 0 0 | 119,707 0 | 40,154 38,367 | 659,861 1,138,367 | ||||||||||||||||||||||||||||
David Ross, EVP, Strategy and Corporate Development | 2016 | 425,000 | 0 | 0 | 0 | 119,707 | 22,154 | 566,861 |
(1) |
![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||
Name | Perquisite Allowance | Health Insurance Premiums | Other Perquisites | Total | ||||||||||||
Scott L. Kauffman | — | 8,400 | — | 8,400 | ||||||||||||
David Doft | 30,000 | 22,154 | — | 52,154 | ||||||||||||
Mitchell Gendel | 25,000 | 24,576 | — | 49,576 | ||||||||||||
Robert Kantor | 18,000 | 22,154 | — | 40,154 | ||||||||||||
David Ross | — | 22,154 | — | 22,154 |
Name | | | Perquisite Allowance | | | Health Insurance Premiums | | | Other Perquisites | | | Total | | ||||||||||||
Scott L. Kauffman | | | | | — | | | | | | 8,036 | | | | | | — | | | | | | 8,036 | | |
David Doft | | | | | 30,000 | | | | | | 21,408 | | | | | | — | | | | | | 51,408 | | |
Mitchell Gendel | | | | | 25,000 | | | | | | 23,184 | | | | | | — | | | | | | 48,184 | | |
Stephanie Nerlich | | | | | 8,847 | | | | | | 5,658 | | | | | | — | | | | | | 14,505 | | |
David Ross | | | | | — | | | | | | 21,408 | | | | | | — | | | | | | 21,408 | | |
![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||
| | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Equity Grant Date Fair Value of Stock and Option Awards(3) | | |||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Approval Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||||||||||||||
(a) | | | (b) | | | | | | | | | (c) | | | (d) | | | (e) | | | | | | | | | (g) | | | (h) | | | (l) | | |||||||||||||||||||||
Scott L. Kauffman | | | | | 1/19/2018 | | | | | | 2/17/2016 | | | | | | | | | | | | | | | | | | | | | | | | 106,761 | | | | | | 142,348 | | | | | | 142,348 | | | | | | 1,302,484 | | |
| | | 2/23/2018 | | | | | | 2/22/2018 | | | | | | 300,000(1) | | | | | | 1,200,000(1) | | | | | | 2,400,000(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
David Doft | | | | | 1/19/2018 | | | | | | 2/17/2016 | | | | | | | | | | | | | | | | | | | | | | | | 30,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 366,000 | | |
| | | 2/23/2018 | | | | | | 2/22/2018 | | | | | | 125,000(1) | | | | | | 500,000(1) | | | | | | 1,000,000(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Mitchell Gendel | | | | | 1/19/2018 | | | | | | 2/17/2016 | | | | | | | | | | | | | | | | | | | | | | | | 30,000 | | | | | | 40,000 | | | | | | 40,000 | | | | | | 366,000 | | |
| | | 2/23/2018 | | | | | | 2/22/2018 | | | | | | 125,000(1) | | | | | | 500,000(1) | | | | | | 1,000,000(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Stephanie Nerlich | | | | | 1/19/2018 | | | | | | 2/17/2016 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/23/2018 | | | | | | 2/22/2018 | | | | | | 62,500(1) | | | | | | 250,000(1) | | | | | | 500,000(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
David Ross | | | | | 1/19/2018 | | | | | | 2/17/2016 | | | | | | | | | | | | | | | | | | | | | | | | 22,500 | | | | | | 30,000 | | | | | | 30,000 | | | | | | 274,500 | | |
| | | 2/23/2018 | | | | | | 2/22/2018 | | | | | | 62,500(1) | | | | | | 250,000(1) | | | | | | 500,000(1) | | | | | | |
Company.
such other factors as our CEO and the Board shall deem reasonable and appropriate, to be paid in accordance with our normal bonus payment procedures.
MDC Partners has an employment agreement with Mr. Kantor, effective May 5, 2014, pursuant to which Mr. Kantor serves as our Global Chief Marketing Officer. Mr. Kantor’s current term of employment with the Company is for an indefinite period unless and until either Mr. Kantor gives to the Company six (6) months advance written notice of resignation or the Company terminates Mr. Kantor’s employment with or without “Cause” (as defined in his employment agreement).
Mr. Kantor currently receives an annualized base salary of $500,000, and he is eligible to receive an annual discretionary bonus in a target amount equal to 100% of his base salary, as recommended by our CEO and determined by the Compensation Committee, based upon Mr. Kantor’s individual performance, the overall financial performance of the Company and such other factors as our CEO and the Board shall deem reasonable and appropriate, to be paid in accordance with our normal bonus payment procedures.
Mr. Kantor also receives an annual perquisite allowance in an amount equal to $18,000. Mr. Kantor is eligible to participate in any welfare benefit plans and programs including disability, group life (including accidental death and dismemberment) and business travel insurance provided by the Company to its senior executives. He is also entitled to participate in the retirement plans and benefits in accordance with the plans or practices of the Company made available to the senior executives of the Company. The employment agreement also provides for severance payments if Mr. Kantor’s employment is terminated under certain circumstances. The amount and circumstances giving rise to these severance payments are discussed in further detail under the heading “Potential Payments upon Termination or Change in Control.”
As discussed above, on February 17, 2016,
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Option Exercise Price ($) | | | 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 ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | ||||||||||||||||||||||||
(a) | | | | | | | | | | | | | | | | | | | | | | | | | | | (b) | | | (c) | | | (d) | | | (e) | | ||||||||||||
Scott L. Kauffman | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | (1) | | | | | | (3) | | | | | | (3) | | |
David Doft | | | | | — | | | | | | 50,000 | | | | | | 6.60 | | | | Feb 1, 2022 | | | | | (2) | | | | | | (1) | | | | | | (3) | | | | | | (3) | | | |||
Mitchell Gendel | | | | | — | | | | | | 50,000 | | | | | | 6.60 | | | | Feb 1, 2022 | | | | | (2) | | | | | | (1) | | | | | | (3) | | | | | | (3) | | | |||
Stephanie Nerlich | | | | | — | | | | | | 25,000 | | | | | | 6.60 | | | | Feb 1, 2022 | | | | | (2) | | | | | | (1) | | | | | | (3) | | | | | | (3) | | | |||
David Ross | | | | | — | | | | | | 43,000 | | | | | | 6.60 | | | | Feb 1, 2022 | | | | | (2) | | | | | | (1) | | | | | | (3) | | | | | | (3) | | |
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Name | Stock Awards | |||||||||||||||
Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | |||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Scott Kauffman | 108,011 | (1) | 707,472 | (1) | (2) | (2) | ||||||||||
David B. Doft | (2) | (2) | ||||||||||||||
Mitchell Gendel | (2) | (2) | ||||||||||||||
Robert Kantor | (2) | (2) | ||||||||||||||
David Ross | (2) | (2) |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | ||||||||||||
Scott L. Kauffman | | | | | 0 | | | | | | 0 | | | | | | 103,570 | | | | | | 536,061 | | |
David Doft | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Mitchell Gendel | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Stephanie Nerlich | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
David Ross | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||
Name | Option Awards | Stock Awards | ||||||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Scott L. Kauffman | 37,500 | (1) | 622,500 | 9,855 | 224,300 | |||||||||||
David Doft | ||||||||||||||||
Robert Kantor | 37,500 | 305,625 | ||||||||||||||
Mitchell Gendel | ||||||||||||||||
David Ross | 37,500 | 759,000 |
2018
2018
If Mr. Kauffman’s employment is terminated within one year following the closing of a change in control by MDC without cause, or by Mr. Kauffman for good reason, then Mr. Kauffmanrespective award agreements, and will be entitledpro-rated to reflect service through the same severance payments set forth above. In addition, in the event of a change of control, the Compensation Committee may in its sole discretion determine to make an additional payment to Mr. Kauffman. If there had been a change in control of MDC Partners on December 31, 2016 and Mr. Kauffman’s employment terminated in connection with that change in control, the aggregate cash severance payment MDC would have paid him under the contract would be $3,000,000.
in these plans if Mr. Doft is unable to participate in the plans. The aggregate amount of this benefit would have been approximately $22,154$21,408 if Mr. Doft’s employment had terminated as of December 31, 2016.2018. As of December 31, 2016,2018, Mr. Doft had 13,333111,159 unvested restricted stock grants that would vest on termination of his employment agreement, with a fair value equal to $87,333.$290,124. In the event of termination of Mr. Doft’s employment agreement following a change of control as of December 31, 2016,2018, a total of 40,000(i) 173,476 unvested restricted stock grants would fully vest, with a fair value equal to $262,000.
$452,772, plus (ii) 50,000 SARs would fully vest, with a fair value equal to $130,500.
$452,772, plus (ii) 50,000 SARs would fully vest, with a fair value equal to $130,500.
Pursuant to hisher employment agreement, if MDC terminates Mr. Kantor’sMs. Nerlich’s employment without cause, then MDC is required to pay Mr. KantorMs. Nerlich a severance payment over the applicable twelve (12) month severance period, equal to one (1) times Mr. Kantor’s base salary. If Mr. Kantor’s employment had terminated under these circumstances on December 31, 2016, the aggregate cash payment due to him under the agreement would have been $500,000. As of December 31, 2016, Mr. Kantor had 10,000 unvested restricted stock grants that would vest on termination of his employment agreement, with a fair value equal to $65,500. In the event of termination of Mr. Kantor’s employment agreement following a change of control as of December 31, 2016, a total of 30,000 unvested restricted stock grants would fully vest, with a fair value equal to $196,500.
If Mr. Kantor’s employment is terminated within one year following the closing of a change in control by the company without cause, then Mr. Kantor will be entitled to a payment of two (2) times hisMs. Nerlich’s total remuneration. Total remuneration means the sum of hisher current base salary plus the highest annual discretionary cash bonus heshe earned in the three years ending December 31 of the year immediately preceding the date of termination. He will also be eligibleIf Ms. Nerlich’s employment had terminated under these circumstances on December 31, 2018, the aggregate cash payment
$330,786, plus (ii) 43,000 SARs would fully vest, with a fair value equal to $112,230.
An amendment to the 2016 Stock Incentive Plan was approved by shareholders on June 6, 2018, increasing the number of authorized Class A shares to 2,750,000.
![]() | ![]() | ![]() | ![]() | |||||||||
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 (Excluding Column (a)) | ||||||||||
(a) | (b) | (c) | ||||||||||
Equity Compensation Plans: | ||||||||||||
Approved by stockholders | ||||||||||||
Share options and restricted stock | 120,511 | (1) | $ | 5.83 | (2) | 2,017,872 | (3) | |||||
Not Approved by stockholders | — | — | — |
| 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 (Excluding Column (a)) | | |||||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity Compensation Plans: | | | | | | | | | | | | | | | | | | | |
Not approved by stockholders | | | | | — | | | | | | — | | | | | | — | | |
SARS approved by stockholders | | | | | 250,800(1) | | | | | $ | 6.60(2) | | | | | | 2,878,468(3) | | |
Stock options approved by stockholders | | | | | 111,866(1) | | | | | $ | 4.85(2) | | | | | | 2,878,468(3) | | |
Transaction
Relationship
2018.
2019.
| | | 2017 | | | 2018 | | ||||||
Audit Fees(1) | | | | $ | 2,796,115 | | | | | $ | 2,648,866 | | |
Tax Fees(2) | | | | $ | 44,075 | | | | | | | | |
Audit Related Fees | | | | | — | | | | | | | | |
All Other Fees | | | | | — | | | | | | | | |
Total | | | | $ | 2,840,190 | | | | | $ | 2,696,984 | | |
|
![]() | ![]() | ![]() | ||||||
2015 | 2016 | |||||||
Audit Fees(1) | $ | 2,164,259 | $ | 2,447,685 | ||||
Tax Fees(2) | — | — | ||||||
Audit Related Fees(3) | 894,309 | $ | 329,539 | |||||
All Other Fees | — | — | ||||||
Total | $ | 3,058,568 | $ | 2,777,229 |
Pursuant to recently adopted amendments to Section 14A of the Exchange Act, we are asking shareholders to vote on whether future advisory votes on executive compensation of the nature reflected in Item 3 above should occur every one year, every two years or every three years.
After careful consideration and dialogue with our shareholders, the Board of Directors has determined that continuing its current policy to hold an advisory vote on executive compensation every year is the most appropriate policy for the Company at this time, and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. While the Company’s executive compensation programs are designed to promote a long-term connection between pay and performance, the Board of Directors recognizes that executive compensation disclosures are made annually. Holding an annual advisory vote on executive compensation provides the Company with more direct and immediate feedback on our compensation disclosures. We believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input and engaging in dialogue with our shareholders on corporate governance matters (including the Company’s practice of having all directors elected annually and annually providing shareholders the opportunity to ratify the Audit Committee’s selection of independent auditors) and our executive compensation philosophy, policies and practices.
This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board of Directors. Shareholders will be able to specify one of four choices for this proposal on the proxy card: every one year, two years, three years or abstain. Shareholders are not voting to approve or disapprove the Board’s recommendation. Although non-binding, the Board and the Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.
Scott L. Kauffman
Clare R. CopelandThe Stagwell Group.
is a member of the Council on Foreign Relations.
Larry S. KramerOpen Road Parent.
Anne Marie O’Donovan: currently serves as President and director of O’Donovan Advisory Services Ltd. She is also a director of Indigo Books & Music, Inc., Aviva Canada, Cadillac Fairview and Cadillac Fairview.
Irwin D. SimonInvestco.
Barnes & Noble and a trustee at Tulane University and Poly Prep Country Day School.
or waivers of, the charter on its website atwww.mdc-partners.com in accordance with applicable law and the requirements of the NASDAQNasdaq corporate governance standards.
In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues.