Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
PAR TECHNOLOGY CORPORATION |
(Name of Registrant as Specified in its Charter) |
☒ | No fee required. | |
☐ | 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: | |
(5) | Total fee paid: | |
☐ | 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) | Amount previously paid: | |
(2) | Form, Schedule, or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
Savneet Singh | PAR Technology Corporation | ||
Chief Executive Officer and President | 8383 Seneca Turnpike | ||
New Hartford, NY 13413 | |||
![]() |
![]() | |
PAR Technology Corporation | |
8383 Seneca Turnpike, New Hartford, NY 13413-4991 |
Date: | |||||
Time: | 10:00 a.m. | ||||
Virtual Meeting: | |||||
To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card or the voting instruction form. Stockholders will be able to vote and submit questions during the Annual Meeting. You will not be able to attend the Annual Meeting in person. | |||||
Place: | Virtual-only via the Internet at www.virtualshareholdermeeting.com/PAR2020. | ||||
Record Date: | April 8, 2020. | ||||
Items of | To elect the five Director nominees named in the accompanying Proxy Statement to serve until the | ||||
To approve, on a non-binding, advisory basis, the compensation of our named executive officers; | |||||
To approve | |||||
To approve an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan | |||||
To ratify the appointment of | |||||
To transact |
• | Proposal 1: | Election of the five Director nominees named in this Proxy Statement to serve until the 2021 Annual Meeting of Stockholders; |
• | Proposal 2: | Approval, on a non-binding, advisory basis, of the compensation of our named executive officers; |
• | Proposal 3: | Approval of an amendment to our Certificate of Incorporation to increase the authorized shares of common stock from 29,000,000 to 58,000,000; |
• | Proposal 4: | Approval of an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock issuable under the plan; |
• | Proposal 5: | Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2020; and |
• | By Internet (before the Annual Meeting). You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on June 3, 2020. |
• | During the Annual Meeting. You may vote during the virtual Annual Meeting by going to www.virtualshareholdermeeting/PAR2020.com. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form. If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting. |
Proposal | Voting Options | Vote Required | Effect of Vote s | ||||||
1 | Election of Directors | “For” or “Withhold” | A plurality of votes cast (which means the five Director nominees receiving the most “For” votes will be elected) | “Withhold” votes and broker non-votes will have no effect on the results | |||||
2 | Advisory Vote to Approve the Compensation of our Named Executive Officers | “For”, “Against” or “Abstain” | A vote “For” by a majority of votes cast | Abstentions and broker non-votes will have no effect on the results. This advisory vote on executive compensation is non-binding on the Board | |||||
3 | Amendment to our Certificate of Incorporation to Increase the Authorized Shares of Common Stock from 29,000,000 to 58,000,000 | “For”, “Against” or “Abstain” | A vote “For” by a majority of all outstanding common stock | Abstentions will have the same effect as a vote against the proposal Brokers, banks and other nominees have discretionary authority to vote on this proposal | |||||
4 | Amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to Increase the Number of Shares of Common Stock Issuable under the Plan | “For”, “Against” or “Abstain” | A vote “For” by a majority of votes cast | Abstentions will have the same effect as a vote against the proposal Broker non-votes will have no effect on the results | |||||
5 | Ratification of Deloitte & Touche LLP as our Independent Auditors for 2020 | “For”, “Against” or “Abstain” | A vote “For” by a majority of votes cast | Abstentions will have no effect on the results of the vote Brokers, banks and other nominees have discretionary authority to vote on this proposal. |
Director | | | Age | | | Director Since | | | Positions and Offices | | | Independent(1) | |
Savneet Singh | | | 35 | | | 2018 | | | Chief Executive Officer and President of the Company and President of ParTech, Inc. | | | No(2) | |
Douglas G. Rauch | | | 67 | | | 2017 | | | | | | Yes | |
Cynthia A. Russo | | | 49 | | | 2015 | | | | | | Yes | |
Dr. John W. Sammon | | | 80 | | | 1968 | | | | | | No | |
Dr. James C. Stoffel | | | 73 | | | 2017 | | | | | | Yes | |
Director | Age | Director Since | Positions and Offices | Independent(1) | ||||
Savneet Singh | 36 | 2018 | Chief Executive Officer and President of the Company and President of ParTech, Inc. | No | ||||
Douglas G. Rauch | 68 | 2017 | Yes | |||||
Cynthia A. Russo | 50 | 2015 | Yes | |||||
John W. Sammon | 81 | 1968 | No | |||||
James C. Stoffel | 74 | 2017 | Yes |
(1) | Independent under the listing standards of the New York Stock Exchange (NYSE) and our Corporate Governance Guidelines. |
Name | Age | Positions and Offices | ||
Savneet Singh | 36 | Chief Executive Officer, President, and Director of the Company and President of ParTech, Inc. | ||
Bryan A. Menar | 44 | Chief Financial Officer and Vice President of the Company | ||
Matthew R. Cicchinelli | 56 | President of PAR Government Systems Corporation (“PAR Government”) and Rome Research Corporation (“Rome Research”) |
Name | | | Audit Committee(1) | | | Compensation Committee(2) | | | Nominating and Corporate Governance Committee(3) | |
Douglas G. Rauch | | | X | | | X | | | Chair | |
Cynthia A. Russo | | | Chair | | | X | | | X | |
James C. Stoffel | | | X | | | Chair | | | X | |
Total Meetings in 2018 | | | 8 | | | 6 | | | 8 | |
Name | Audit Committee (1) | Compensation Committee(2) | Nominating and Corporate Governance Committee(3) | |||
Douglas G. Rauch | X | X | Chair | |||
Cynthia A. Russo | Chair | X | X | |||
James C. Stoffel | X | Chair | X | |||
Total Meetings in 2019 | 4 | 9 | 4 |
Cynthia Russo (Chair) | |
Douglas G. Rauch | |
James C. Stoffel |
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
Directors | | | | | | | | | | | | | |
Dr. John W. Sammon | | | | | 4,657,815(1) | | | | | | 28.66% | | |
Savneet Singh | | | See holdings below | | | | | * | | | |||
Douglas G. Rauch | | | | | 7,659 | | | | | | * | | |
Cynthia A. Russo | | | | | 27,919 | | | | | | * | | |
Dr. James C. Stoffel | | | | | 7,659 | | | | | | * | | |
Named Executive Officers | | | | | | | | | | | | | |
Savneet Singh | | | | | 25,815 | | | | | | * | | |
Dr. Donald H. Foley | | | | | 53,551(2) | | | | | | * | | |
Bryan A. Menar | | | | | 16,346(3) | | | | | | * | | |
Matthew R. Cicchinelli | | | | | 14,435(4) | | | | | | * | | |
All Directors and current executive officers as a group (7 persons) | | | | | 4,757,648 | | | | | | 29.25% | | |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||||||
Directors | |||||||||
John W. Sammon | 2,106,214 | (1) | 11.5 | % | |||||
Savneet Singh | See holdings below | * | |||||||
Douglas G. Rauch | 10,725 | * | |||||||
Cynthia A. Russo | 30,985 | * | |||||||
James C. Stoffel | 10,725 | * | |||||||
Named Executive Officers | |||||||||
Savneet Singh | 103,815 | * | |||||||
Bryan A. Menar | 27,396 | (2) | * | ||||||
Matthew R. Cicchinelli | 22,502 | (3) | * | ||||||
All Directors and current executive officers as a group (7 persons) | 2,312,362 | 12.6 | % |
* | Less than 1% |
(1) | See footnote (1) to the “Stock Ownership of Certain Beneficial Owners” table below. |
(2) | Includes 21,062 shares subject to a currently exercisable stock option. |
(3) | Includes 3,062 shares subject to a currently exercisable stock option. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||||||
John W. Sammon c/o PAR Technology Corporation 8383 Seneca Turnpike New Hartford, NY 13413-4991 | 2,106,214 | (1) | 11.5 | % |
Position | Cash Retainer (Board & Committee) | |||
Non-Employee Director | $ | 40,000 | ||
Lead Director | $ | 18,000 | ||
Audit Committee, Chair | $ | 18,000 | ||
Audit Committee, Member | $ | 9,000 | ||
Compensation Committee, Chair | $ | 10,000 | ||
Compensation Committee, Member | $ | 5,000 | ||
Nominating & Corporate Governance Committee, Chair | $ | 7,500 | ||
Nominating & Corporate Governance Committee, Member | $ | 3,750 |
Name of Director(1) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(2)(3) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Savneet Singh | | | | | 25,010 | | | | | | 82,945 | | | | | | — | | | | | | 107,955 | | |
Douglas G. Rauch | | | | | 40,000 | | | | | | 75,000 | | | | | | — | | | | | | 115,000 | | |
Cynthia A. Russo | | | | | 45,000 | | | | | | 75,000 | | | | | | — | | | | | | 120,000 | | |
Dr. John W. Sammon | | | | | 52,500 | | | | | | 75,000 | | | | | | — | | | | | | 127,500 | | |
Dr. James C. Stoffel | | | | | 40,000 | | | | | | 75,000 | | | | | | — | | | | | | 115,000 | | |
Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) (2) | All Other Compensation ($) | Total ($) | ||||||||||||
Douglas G. Rauch | 51,944 | 90,000 | --- | 141,944 | ||||||||||||
Cynthia A. Russo | 61,149 | 90,000 | --- | 151,149 | ||||||||||||
John W. Sammon | 46,250 | 90,000 | --- | 136,250 | ||||||||||||
James C. Stoffel | 58,572 | 90,000 | --- | 148,572 |
Named Executive Officers | Positions and Offices | |||
Savneet Singh | ||||
Chief Executive Officer and President of the Company and President of ParTech, Inc., effective March 22, 2019 (1) | ||||
Bryan A. Menar | Chief Financial Officer and Vice President of the Company | |||
Matthew R. Cicchinelli | President of PAR Government Systems Corporation and Rome Research Corporation |
Named Executive Officer | Target STI as percentage of earned base salary | |||
Savneet Singh | 90% | |||
Bryan A. Menar | 40% | |||
Matthew R. Cicchinelli | 55% |
Performance Goals | ||||||||||||||||||||
Corporate | Brink | Core | PAR Government | Individual Goals | ||||||||||||||||
Target Performance | Consolidated Adjusted EBITDA(1) | Annual recurring revenue | Profit before tax(2) | Net income before taxes | Individual performance goals tied to Company goals | |||||||||||||||
Weighting of Each Performance Metric | ||||||||||||||||||||
Savneet Singh | 16.67% | 16.67% | 16.66% | -- | 50% | |||||||||||||||
Bryan A. Menar | 16.67% | 16.67% | 16.66% | -- | 50% | |||||||||||||||
Matthew R. Cicchinelli | -- | -- | -- | 100% | -- |
STI Level of Achievement | Corporate – Consolidated Adjusted EBITDA: | Brink – Annual recurring revenue | Core – Profit before tax | PAR Government – Net income before tax | |||||||||
Threshold | $ | 186,300 | $ | 18.7 million | $ | 9.4 million | $ | 6.30 million | |||||
Target | $ | 207,000 | $ | 20.8 million | $ | 10.4 million | $ | 7.01 million | |||||
Maximum | $ | 248,400 | $ | 25.0 million | $ | 12.5 million | $ | 8.40 million | |||||
Actual Performance Achieved | $( | 2.7 million) | $ | 18.9 million | $ | 10.9 million | $ | 5.35 million |
| | | Individual Bonus Target – As a Percentage of Individual Base Salary(1) | | |||||||||||||||
Name | | | Below Target (90% of Target) | | | At Target | | | Above Target (120% of Target) | | |||||||||
Dr. Donald H. Foley | | | | | 37.5% | | | | | | 75.0% | | | | | | 112.5% | | |
Bryan A. Menar | | | | | 20.0% | | | | | | 40.0% | | | | | | 60.0% | | |
Matthew R. Cicchinelli | | | | | 25.0% | | | | | | 50.0% | | | | | | 75.0% | | |
Named Executive Officer | STI Payout ($) | STI Payout as a percent of target achieved (%) | STI Payout as a percent of earned base salary (%) | |||||||||
Savneet Singh | 448,862 | 102.6 | 92.3 | |||||||||
Bryan A. Menar | 115,173 | 106.2 | 42.5 | |||||||||
Matthew R. Cicchinelli | -- | 0 | 0 |
Name | Time Vesting Restricted Stock | Performance Vesting Restricted Stock (Target) | Non-Qualified Stock Options | |||||||||
Bryan A. Menar | 1,005 | 1,608 | 5,382 | |||||||||
Matthew R. Cicchinelli | 753 | 1,206 | 4,036 |
Name | | | Time Vesting Restricted Stock | | | Performance Vesting Restricted Stock | | | Non-Qualified Stock Options | | |||||||||
Dr. Donald H. Foley | | | | | 1,944 | | | | | | 3,111 | | | | | | 7,333 | | |
Bryan A. Menar | | | | | 845 | | | | | | 1,352 | | | | | | 3,188 | | |
Matthew R. Cicchinelli | | | | | 845 | | | | | | 1,352 | | | | | | 3,188 | | |
Company’s TSR Relative to the Russell 2000 Index | Percent of Performance Vesting Restricted Stock to Vest (“payout percentage”) | ||
At or above 75th percentile | 150% | ||
At or between 50th – 74th percentile | 100% | ||
At or between 25th – 49th percentile | 25% | ||
At or between 0-24th percentile | 0% |
Name and Principal Position (a) | | | Year (b) | | | Salary ($) (c)(1) | | | Bonus ($) (d)(2) | | | Stock Awards ($) (e)(3) | | | Option Awards ($) (f)(4) | | | Non-Equity Incentive Plan Compensation ($) (g)(5) | | | Non-Qualified Deferred Compensation Earnings ($) (h) | | | All Other Compensation ($) (i)(6) | | | Total ($) (j) | | ||||||||||||||||||||||||
Savneet Singh Interim CEO and President (effective December 4, 2018) | | | 2018 | | | | | 30,595 | | | | | | — | | | | | | 96,850 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 127,445 | | |
Dr. Donald H. Foley Former CEO and President (resigned effective December 4, 2018) | | | 2018 | | | | | 440,659 | | | | | | — | | | | | | 145,823 | | | | | | 54,209 | | | | | | — | | | | | | — | | | | | | 41,489 | | | | | | 682,180 | | |
| 2017 | | | | | 249,962 | | | | | | 129,926 | | | | | | 126,904 | | | | | | — | | | | | | 6,269 | | | | | | — | | | | | | 2,066 | | | | | | 515,127 | | | ||
Bryan A. Menar Chief Financial Officer and Vice President | | | 2018 | | | | | 260,169 | | | | | | 32,500 | | | | | | 48,750 | | | | | | 26,250 | | | | | | — | | | | | | — | | | | | | 2,438 | | | | | | 370,107 | | |
| 2017 | | | | | 250,000 | | | | | | 17,500 | | | | | | 40,050 | | | | | | 152,667 | | | | | | — | | | | | | — | | | | | | 1,718 | | | | | | 461,935 | | | ||
Matthew R. Cicchinelli PAR Government Systems Corporation and Rome Research Corporation President | | | 2018 | | | | | 244,827 | | | | | | 16,768 | | | | | | 48,750 | | | | | | 26,250 | | | | | | 121,750 | | | | | | — | | | | | | 3,031 | | | | | | 461,376 | | |
| 2017 | | | | | 240,000 | | | | | | 16,090 | | | | | | 44,500 | | | | | | — | | | | | | 105,204 | | | | | | — | | | | | | 2,480 | | | | | | 408,274 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non- Equity Incentive Plan Compensation ($) | Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||
Savneet Singh, CEO and | 2019 | 485,939 | ------ | 2,450,400 | ------ | 448,878 | ------ | 29,388 | 3,414,605 | ||||||||||||||||||||||||
President | 2018 | 30,595 | ------ | 96,850 | ------ | ------ | ------ | ------ | 127,445 | ||||||||||||||||||||||||
Bryan A. Menar, Chief Financial and Accounting Officer, | 2019 | 271,000 | ------ | 65,000 | 35,000 | 113,159 | ------ | 4,891 | 489,050 | ||||||||||||||||||||||||
Vice President | 2018 | 260,169 | 32,500 | 48,750 | 26,250 | ------ | ------ | 2,438 | 370,107 | ||||||||||||||||||||||||
Matthew R. Cicchinelli, President, PAR Government | 2019 | 247,000 | 37,304 | 299,850 | 26,250 | ------ | ------ | 3,081 | 613,485 | ||||||||||||||||||||||||
Systems Corporation and Rome Research Corporation | 2018 | 244,827 | 16,768 | 48,750 | 26,250 | 121,750 | ------ | 3,031 | 461,376 |
Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name (a) | | | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) (c) | | | Option Exercise Price ($) (e) | | | Option Expiration Date (f) | | | Number of Shares or Units of Stock That Have Not Vested (#) (g) | | | Market Value of Shares or Units of Stock that Have Not Vested ($) (h) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (i) | | | Equity Incentive Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vest ($)(11) (j) | | |||||||||||||||||||||
Savneet Singh | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 5,000(5) | | | | | | 108,750 | | |
Donald H. Foley | | | | | 2,444 | | | | | | 4,889(1) | | | | | | 22.18 | | | | 8/13/28 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | — | | | | | | | | | | | | | | | | | 1,296(6) | | | | | | 28,188 | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | | | | | | | | | | | | | —(7) | | | | | | — | | | ||
Bryan A. Menar | | | | | — | | | | | | 3,188(2) | | | | | $ | 22.18 | | | | 8/13/28 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 10,000 | | | | | | 30,000(3) | | | | | $ | 8.90 | | | | 12/08/27 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 563(6) | | | | | | 12,245 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 1,352(7) | | | | | | 29,406 | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 750(8) | | | | | | 16,313 | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | | | | | | | | | | | | | 1,500(9) | | | | | | 32,625 | | | ||
Matthew R. Cicchinelli | | | | | — | | | | | | 3,188(2) | | | | | $ | 22.18 | | | | 8/13/28 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2,000(4) | | | | | | — | | | | | $ | 4.80 | | | | 1/9/24 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 563(6) | | | | | | 12,245 | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 1,352(7) | | | | | | 29,406 | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 833(8) | | | | | | 18,118 | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 1,667(9) | | | | | | 36,257 | | | ||
| | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 6,667(10) | | | | | | 145,007 | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (1) | ||||||||||||||||||||||||
(a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||
Savneet Singh | -- | -- | -- | -- | 20,000 | (2) | 614,800 | -- | -- | |||||||||||||||||||||||
16,000 | (3) | 491,840 | 64,000 | (3) | 1,967,360 | |||||||||||||||||||||||||||
-- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||||
Bryan A. Menar | -- | 5,382 | (4) | 24.87 | 8/09/29 | -- | -- | -- | -- | |||||||||||||||||||||||
1,062 | 2,126 | (5) | 22.18 | 8/13/28 | -- | -- | -- | -- | ||||||||||||||||||||||||
20,000 | 20,000 | (6) | 8.90 | 12/08/27 | -- | -- | -- | -- | ||||||||||||||||||||||||
-- | -- | -- | -- | 670 | (8) | 20,596 | -- | -- | ||||||||||||||||||||||||
-- | -- | -- | -- | 1,608 | (9) | 49,430 | ||||||||||||||||||||||||||
-- | -- | -- | -- | 282 | (11) | 8,669 | -- | -- | ||||||||||||||||||||||||
-- | -- | -- | -- | 418 | 12,849 | 902 | (12) | 27,727 | ||||||||||||||||||||||||
-- | -- | -- | -- | -- | -- | 1,500 | (13) | 46,110 | ||||||||||||||||||||||||
Matthew R. Cicchinelli | -- | 4,036 | (4) | 24.87 | 8/09/29 | -- | -- | -- | -- | |||||||||||||||||||||||
1,062 | 2,126 | (5) | 22.18 | 8/13/28 | -- | -- | -- | -- | ||||||||||||||||||||||||
2,000 | (7) | -- | 4.80 | 1/9/24 | -- | -- | -- | -- | ||||||||||||||||||||||||
-- | -- | -- | -- | 502 | (8) | 15,431 | -- | -- | ||||||||||||||||||||||||
-- | -- | -- | -- | -- | -- | 1,206 | (9) | 37,072 | ||||||||||||||||||||||||
7,500 | (10) | 230,550 | -- | -- | ||||||||||||||||||||||||||||
-- | -- | -- | -- | 282 | (11) | 8,669 | -- | -- | ||||||||||||||||||||||||
-- | -- | -- | -- | 418 | 12,849 | 902 | (12) | 27,727 | ||||||||||||||||||||||||
-- | -- | -- | -- | -- | -- | 1,667 | (13) | 51,244 |
1. | The dollar amounts reflect the market value of the shares based on the closing price of our common stock on December 31, 2019 ($30.74). |
2. | These shares of restricted stock were granted on March 27, 2019 and vest and are distributable on March 31, 2020. |
3. | These shares of performance vesting restricted stock were granted on May 13, 2019, and vest on such date or dates as our Compensation Committee certifies the achievement of performance goals, including the percentage of achievement; and, to the extent vested, are distributable in equal installments on March 31, 2020, March 31, 2021 and March 31, 2022. |
4. | This option was granted on August 9, 2019 and vests ratably over three years on the anniversary of the date of grant. |
5. | This option was granted on August 13, 2018 and vests ratably over three years on the anniversary of the date of grant. |
6. | This option was granted on December 8, 2017 and vests ratably over four years on the anniversary of the date of grant. |
7. | This option was granted on January 9, 2014 and vested ratably over three years on the anniversary of the date of grant. |
8. | These shares of time vesting restricted stock were granted on August 9, 2019 and vest ratably December 31, 2019, 2020 and 2021. |
9. | These shares of performance vesting restricted stock were granted on August 9, 2019 and vest ratably December 31, 2019, 2020 and 2021 subject to attaining annual performance targets. |
10. | These shares of time vesting restricted stock were granted on May 10, 2019 and vest as follows: 2,500 shares on the date of grant, 2,500 shares on January 1, 2020 and 5,000 shares on January 1, 2021. |
11. | These shares of time vesting restricted stock were granted on August 13, 2018 and vest ratably on December 31, 2018, 2019 and 2020. |
12. | These shares of performance vesting restricted stock were granted on August 13, 2018 and vest on December 31, 2020 subject to attaining annual performance targets for the years ending December 31, 2018, 2019 and 2020. The number of shares assumes that performance goals for the remaining vesting dates will be achieved. |
13. | These shares of performance vesting restricted stock were granted on December 8, 2017 and vest ratably on December 31, 2017, 2018 and 2019 if annual performance targets are achieved. However, if a performance target for a performance year is not met, the shares of restricted stock for such missed performance year are eligible for recapture. The shares of restricted stock for a missed performance year are eligible for recapture at the end of the immediately subsequent performance year, if the cumulative actual performance exceeds the cumulative performance targets for such performance years. The recapture right is only available in the immediately subsequent performance year; provided, in the case of the last performance year, if the performance target for the last performance year is not met, the shares of restricted stock for that last performance year may be recaptured if the cumulative actual performance for the three (3) performance years exceeds the cumulative performance targets for the three (3) performance years. None of the shares were eligible to vest based on performance. |
| | | December 31, 2016 | | | December 31, 2017 | | | December 31, 2018 | | | April 17, 2019 (with 1,000,000 additional shares) | | ||||||||||||
Shares reserved for future awards under Current Plan | | | | | 781,168 | | | | | | 555,437 | | | | | | 378,194 | | | | | | 1,391,099 | | |
Outstanding, but unexercised stock options | | | | | 948,975 | | | | | | 761,141 | | | | | | 677,840 | | | | | | 671,991 | | |
Unvested restricted stock outstanding | | | | | 163,329 | | | | | | 158,574 | | | | | | 193,342 | | | | | | 213,342 | | |
Total shares of common stock outstanding | | | | | 15,771,345 | | | | | | 15,969,085 | | | | | | 16,171,879 | | | | | | 16,248,125 | | |
Total dilution | | | | | 12.01% | | | | | | 9.24% | | | | | | 7.73% | | | | | | 14.01% | | |
Category | | | Shares Subject to Awards Granted (#) | | | ||||||||||||||||||||
| Non-Qualified Stock Options | | | Time-Vesting Restricted Stock | | | Performance Vesting Restricted Stock | | | Total 2018 Grants (%) | | ||||||||||||||
Non-Employee Directors(1) | | | | | — | | | | | | 31,801 | | | | | | — | | | | | | 16.9% | | |
Named Executive Officers(2) | | | | | 13,709 | | | | | | 11,224 | | | | | | 10,815 | | | | | | 19.0% | | |
All Other Participating Employees | | | | | 90,337 | | | | | | 12,804 | | | | | | 17,010 | | | | | | 64.1% | | |
Total | | | | | 104,046 | | | | | | 55,829 | | | | | | 27,825 | | | | | | 100.0% | | |
December 31, 2017 | December 31, 2018 | December 31, 2019 | March 27, 2020 (with 700,000 additional shares) | ||||||
Shares reserved for future awards under Current Plan | 555,437 | 378,194 | 1,127,717 | 860,243 | |||||
Outstanding, but unexercised stock options | 761,141 | 677,840 | 365,693 | 952,192 | |||||
Unvested restricted stock outstanding | 158,574 | 193,342 | 65,494 | 415,931 | |||||
Total shares of common stock outstanding | 15,969,085 | 16,171,879 | 16,629,177 | 18,275,044 | |||||
Total dilution | 9.24% | 7.73% | 9.38% | 12.19% |
(Shares are stated in thousands) | | | 2016 | | | 2017 | | | 2018 | | |||||||||
Weighted Average Number of Shares of Common Stock Outstanding | | | | | 15,675 | | | | | | 15,949 | | | | | | 16,224 | | |
Stock Options Granted | | | | | 133 | | | | | | 149 | | | | | | 104 | | |
Restricted Stock Granted | | | | | 168 | | | | | | 92 | | | | | | 79 | | |
Adjusted Total(1) | | | | | 469 | | | | | | 333 | | | | | | 261 | | |
Granted Stock Options and Restricted Stock Burn Rate | | | | | 2.99% | | | | | | 2.09% | | | | | | 1.61% | | |
Vested Stock Options and Restricted Stock | | | | | 161 | | | | | | 223 | | | | | | 199 | | |
Vested Stock Options and Restricted Stock Burn Rate | | | | | 1.03% | | | | | | 1.40% | | | | | | 1.23% | | |
3-year average (adjusted) Burn Rate 2.22% | | | | | | | | | | | | | | | | | | | |
(Shares are stated in thousands) | 2017 | 2018 | 2019 | |||||
Weighted Average Number of Shares of Common Stock Outstanding | 15,949 | 16,041 | 16,223 | |||||
Stock Options Granted | 149 | 104 | 123 | |||||
Restricted Stock Granted | 92 | 79 | 149 | |||||
Adjusted Total (1) | 333 | 262 | 421 | |||||
Granted Stock Options and Restricted Stock Burn Rate | 2.1% | 1.6% | 2.6% | |||||
3-year average (adjusted) Burn Rate 2.1% |
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)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 617,335 | | | | | $ | 8.03 | | | | | | 378,194* | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 617,335 | | | | | $ | 8.03 | | | | | | 378,194 | | |
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)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 410,043 | $ | 14.50 | $ | 1,127,717 | (1) | ||||||
Equity compensation plans not approved by security holders | 67,273 | (2) | --- | --- | ||||||||
Total | 477,316 | $ | 12.45 | $ | 1,127,717 |
(1) | This total reflects those shares available for issuance under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan. The ability to issue grants under our 2005 Equity Incentive Plan expired by its terms on December 28, 2015; however, awards previously granted under that plan remain valid and may extend beyond that date. |
(2) | Reflects restricted stock units issued by us in connection with our assumption of awards granted by Restaurant Magic to its employees and contractors prior to the closing of our acquisition of Restaurant Magic in December 2019. The restricted stock units vest in equal annual installments over three (3) years, subject to continued service requirements. |
| | | Fiscal Year Ended | | |||||||||
Type of Fees | | | 2018 | | | 2017 | | ||||||
Audit Fees(1) | | | | $ | 716,965 | | | | | $ | 699,151 | | |
Audit-Related Fees | | | | | | | | | | | | | |
Tax Fees | | | | | | | | | | | | | |
All Other Fees | | | | | | | | | | | | | |
Total: | | | | $ | 716,965 | | | | | $ | 699,151 | | |
Fiscal Year Ended | ||||||||
Type of Fees | 2019 | 2018 | ||||||
Audit Fees(1) | $ | 717,530 | $ | 716,965 | ||||
Audit-Related Fees | ||||||||
Tax Fees | ||||||||
All Other Fees | ||||||||
Total: | $ | 717,530 | $ | 716,965 |
(1) | Audit Fees are fees for professional services rendered for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements. For the year ended December 31, 2019, this included fees related to a comfort letter and consents issued for certain registration statements. |
By Order of the Board of Directors, | |
Cathy A. King | |
Corporate Secretary | |
April [●], 2020 |
Savneet Singh, Chief Executive Officer and President |