TABLE OF CONTENTS Pre-Approval Policies and Procedures
The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The Audit Committee also is directly responsible for evaluating our independent registered public accounting firm, reviewing and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm. The Audit Committee annually pre-approves services to be provided by our independent registered public accounting firm, and also considers and is required to pre-approve the engagement of our independent registered public accounting firm for the provision of other services during the fiscal year. For each proposed service, the independent registered public accounting firm is required to provide detailed supporting documentation at the time of approval to permit the Audit
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Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm's independence, and whether the fees for the services are appropriate. Mr. Healey as chairperson of the Audit Committee, has been authorized to pre-approve services to be provided with an estimated cost of $250,000 or less. At the next meeting of the Audit Committee, these services, pre-approved by Mr. Healey are reported to the full committee. As noted above, all of the services provided by Deloitte and Ernst & Young, as applicable, to us in fiscal years 2018 and 2019 were pre-approved by the Audit Committee pursuant to these procedures.
The Audit Committee and Board recommend that you vote FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2020.
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AUDIT COMMITTEE REPORT
The Audit Committee assists the Board with its oversight responsibilities regarding our financial reporting process. Our management is responsible for the preparation, presentation and integrity of our financial statements and the reporting process, including our accounting policies, internal audit function, internal control over financial reporting and disclosure controls and procedures. Deloitte, our independent registered public accounting firm, is responsible for performing an audit of our financial statements.
With regard to the fiscal year ended August 31, 2019, the Audit Committee (i) reviewed and discussed with management our audited consolidated financial statements as of August 31, 2019, and for the fiscal year then ended; (ii) discussed with Deloitte the matters required by applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC; (iii) received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee regarding independence; and (iv) discussed with Deloitte their independence.
Based on the review and discussions described above, the Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2019, for filing with the SEC.
The Audit Committee:
James E. Healey (Chairperson)
Clayton C. Daley, Jr.
Nomi P. Ghez
Michelle P. Goolsby
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PROPOSAL THREE: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act, our stockholders are entitled to cast an advisory vote at the Annual Meeting to approve the compensation of our named executive officers, as disclosed pursuant to the SEC's compensation disclosure rules, including the section entitled "Compensation Discussion and Analysis," the compensation tables and accompanying narrative disclosures. While this stockholder vote on executive compensation is an advisory vote that is not binding on our company or the Board, we value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions. The advisory vote to approve the compensation of our named executive officers requires the affirmative vote of the holders of shares of common stock having a majority of the voting power of all of the shares of common stock present or represented by proxy at the Annual Meeting and entitled to vote on the proposal.
As described more fully in the section entitled "Compensation Discussion and Analysis," our executive compensation program is designed to attract, motivate and retain individuals with the skills required to formulate and drive our strategic direction and achieve the annual and long-term performance necessary to create stockholder value. The program also seeks to align executive compensation with stockholder value on an annual and long-term basis through a combination of base pay, annual incentives and long-term incentives. Our pay-for-performance philosophy is demonstrated by our practice of placing a significant portion of each executive's compensation at risk. See "Compensation Discussion and Analysis" for more detail about our pay-for-performance philosophy.
We actively review and assess our executive compensation program in light of the industry in which we operate, the marketplace for executive talent in which we compete, and evolving compensation governance and best practices. We are focused on compensating our executive officers fairly and in a manner that promotes our compensation philosophy and is consistent with our annual and longer-term performance. Specifically, our compensation program for executive officers focuses on the following principal objectives:
•align executive compensation with stockholder interests;
•attract and retain talented personnel by offering competitive compensation packages;
•motivate employees to achieve strategic and tactical corporate objectives and the profitable growth of our company; and
•reinforce a strong performance-oriented environment in the delivery of executive compensation based on achievement of annual and longer-term milestones and individual contributions within a team culture.
Our Board believes that our executive compensation program satisfies these objectives, properly aligns the interests of our executive officers with those of our stockholders, and is worthy of stockholder support. In determining whether to approve this proposal, we believe stockholders should consider the following:
•Independent Compensation Committee.Executive compensation is reviewed and established by our Compensation Committee consisting solely of independent directors. The Compensation Committee meets in executive session when determining annual compensation. The Compensation Committee receives data, analysis and input from an independent compensation consultant.Officers
•Performance-Based Incentive Compensation. Elements of performance-based, incentive compensation are largely aligned with financial and operational objectives established in the Board-approved annual operating plan.
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•Limited Perquisites. Our executive officers receive limited perquisites.
•Equity Plan. Grants under our equity plan generally include time-based and/or performance-based vesting periods, and our plan prohibits repricing or exchange of outstanding option awards without consent of stockholders, and requires that options be granted with exercise prices at fair market value.
Accordingly, we ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:
"RESOLVED, that the stockholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in this proxy statement."
The Board recommends that you vote FOR the advisory vote to approve the compensation of our named executive officers.
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PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act, stockholders have an opportunity at least every six years to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers. This is our stockholders' first opportunity to vote on this matter. Stockholders may indicate whether they would prefer an advisory vote on executive compensation once every one, two or three years or they may abstain from voting.
Our Board has discussed and carefully considered the alternatives regarding the frequency of future advisory votes to approve executive compensation in an effort to determine the approach that would best serve the Company and our stockholders. Our Board has considered several factors supporting an annual vote, including:
•an annual say-on-pay vote provides us with immediate and direct input from our stockholders on our compensation principles and practices as disclosed in the proxy statement every year;
•an annual say-on-pay vote provides frequent communication from our stockholders, which is consistent with our efforts to seek input from our stockholders regarding corporate governance and our compensation philosophy; and
•the lack of an annual say-on-pay vote might make it more difficult for us to understand the outcome of a stockholder vote as to whether the stockholder vote pertains to the compensation disclosed in the current year proxy statement or pay practices over the previous year or two. As a result, a frequency other than annual might make it more difficult for the Board to understand and respond appropriately to the message being communicated by our stockholders.
After such consideration, our Board believes that it is most appropriate to conduct an advisory vote on the compensation of our named executive officers every year and, therefore, our Board recommends that you vote for an annual advisory vote on the compensation of our named executive officers.
The option of every year, every two years or every three years that receives a plurality of all of the votes cast in person or by proxy at the Annual Meeting will be the frequency for the advisory vote on executive compensation that has been recommended by stockholders. This vote is advisory and, therefore, not binding, and the Board may decide in the future that it is in the best interests of our stockholders and the Company to hold an advisory vote on the compensation of our named executive officers more or less frequently than the option approved by our stockholders.
The Board recommends that you vote for a frequency period of ONE YEAR for future advisory votes to approve the compensation of our named executive officers.
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PROPOSAL FIVE: APPROVAL OF AN AMENDMENT OF THE CERTIFICATE TO DECLASSIFY THE BOARD
Background of Proposal
Under our current Certificate, the Board is divided into three classes, with members of each class holding office for staggered three-year terms. We are asking stockholders to adopt the Declassification Proposal in order to declassify the Board and provide for the annual election of directors. The Board has approved the Declassification Proposal and declared it to be advisable and in the best interests of the Company and its stockholders, and recommends that the stockholders adopt the Declassification Proposal.
The Declassification Proposal would provide for directors to be elected to a one-year term upon the expiration of the directors' current terms, beginning at the 2021 annual meeting of stockholders. This proposal would not change the unexpired three-year terms of directors elected prior to the effectiveness of the amendment, including directors elected at this Annual Meeting. Accordingly:
•the three-year term for directors elected at the Annual Meeting will expire at the 2023 annual meeting;
•the current three-year terms for Clayton C. Daley, Jr., James E. Healey, Nomi P. Ghez and David Ritterbush will expire at the 2022 annual meeting; and
•the current three-year terms for Joseph E. Scalzo, Robert G. Montgomery, Arvin H. Kash and James D. White will expire at the 2021 annual meeting.
Beginning with the 2023 annual meeting of stockholders, the entire Board would stand for election annually for one-year terms. If a vacancy occurs prior to the Board being fully declassified, the new Board member will be appointed to fill the remaining portion of the term of the person who has departed the Board.
In addition, because the Board of Directors is currently classified, our directors can be removed only for cause, whereas Delaware law provides that directors serving on boards of directors that are not classified may be removed for or without cause. The amendment to the Certificate for the Declassification Proposal would permit stockholders to remove directors elected for one-year terms with or without cause. Directors in a class that is serving out the remainder of a three-year term would continue to be removable only for cause.
In deciding to approve the Declassification Proposal and to recommend that the stockholders vote to adopt the Declassification Proposal, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, considered the advantages and disadvantages of maintaining a classified board structure. A classified Board can benefit stockholders by: promoting continuity and stability of the Board; encouraging directors to take a long-term perspective; reducing the Company's vulnerability to coercive takeover tactics and special interest groups that may not be acting in the best interests of all stockholders; and enhancing the independence of non-management directors by providing them with a longer term of office and insulating them against pressure from special interest groups. While the Board continues to believe that these are important benefits, the Board, on its own initiative, has also considered that a classified board structure may have the effect of reducing the accountability of directors to stockholders, and recognizes the benefit of providing stockholders an annual opportunity to express their satisfaction or dissatisfaction with the actions of the Board. In addition, the Board believes it is important for it to maintain stockholder confidence by demonstrating that it is responsive and accountable to stockholders and committed to strong corporate governance. Therefore, following careful consideration of the matter, and due to its belief that a declassified board structure provides more accountability to stockholders and promotes stronger corporate governance, the Board has adopted resolutions to approve the Declassification Proposal, to declare the Declassification
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Proposal advisable and in the best interests of the Company and its stockholders, and to submit the Declassification Proposal to its stockholders for consideration.
Vote Required and Effectiveness
The affirmative vote of at least 662/3% of the voting power of all of the shares of our common stock outstanding as of the Record Date is required to adopt the Declassification Proposal. In addition to the Declassification Proposal, the Board is also recommending that stockholders approve the Supermajority Voting Removal Proposal, as set forth in Proposal 6 below. The Declassification Proposal and the Supermajority Voting Removal Proposal (collectively, the "2019 Amendments") are not conditioned upon the approval of each other. If either the Declassification Proposal or the Supermajority Voting Removal Proposal are not adopted by stockholders, the Restated Certificate would be revised to only provide for the amendments that are adopted. If our stockholders adopt either the Declassification Proposal, the Supermajority Voting Removal Proposal, or both, the Board has authorized our officers to file the Restated Certificate (reflecting only those provisions adopted by stockholders) with the Secretary of State of the State of Delaware, and the Restated Certificate would become effective upon acceptance by the Delaware Secretary of State. We intend to make that filing as soon as practicable if either the Declassification Proposal or the Supermajority Voting Removal Proposal are adopted at the Annual Meeting. However, even if our stockholders adopt either of the 2019 Amendments, the Board may abandon the 2019 Amendments without further stockholder action prior to the effectiveness of the filing of the Restated Certificate with the Delaware Secretary of State and, if abandoned, the Restated Certificate will not become effective. If the Board abandons the 2019 Amendments, we will publicly disclose that fact and the reason for its determination.
Text of the Proposal
Article Six of the Certificate contains the provisions that will be affected if the Declassification Proposal is adopted. The proposed changes to this Article, with deletions indicated by strike-outs, additions indicated by underlining and moved text indicated by double underlining, is contained inAppendix A to this proxy statement. If the Declassification Proposal is approved, the language inAppendix A will be incorporated into a full amendment and restatement of the Certificate, which as indicated above, the Board intends to file as soon as practicable if the Declassification Proposal is adopted at the Annual Meeting. The description of the Declassification Proposal set forth above is qualified in its entirety by reference to the text attached asAppendix A to this proxy statement.
The Board recommends that you vote FOR the approval of an amendment to the Certificate to declassify the Board.
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PROPOSAL SIX: APPROVAL OF THE AMENDMENT TO THE CERTIFICATE TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS
Background of Proposal
We are asking stockholders to adopt the Supermajority Voting Removal Proposal in order to remove the requirement that certain amendments to the Certificate and stockholder amendments to the Bylaws require the approval of 662/3% in voting power of all outstanding shares of voting stock of the Company. The Board has approved the Supermajority Voting Removal Proposal and declared them to be advisable and in the best interests of the Company and its stockholders, and recommends that the stockholders adopt the Supermajority Voting Removal Proposal.
Article Eleven of the Certificate requires that amendments to the following provisions be approved by 662/3% in voting power of all outstanding shares of voting stock of the Company:
•matters relating to the Board, including authority to fix the size of the Board and the minimum number of directors, authority to fill director vacancies and newly created directorships and the classification of the Board (Article Six);
•the limitation of director liability (Article Seven);
•the right of stockholders to call special meetings and stockholder action by written consent (Article Eight);
•the application of Section 203 of the Delaware General Corporation Law (Article Ten);
•provisions related to the amendment of the Certificate and the Bylaws (Article Eleven); and
•the selection of the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder actions (Article Twelve).
The Supermajority Voting Removal Proposal would replace all supermajority voting provisions in the Certificate with a majority of the outstanding voting shares standard.
In deciding to approve the Supermajority Voting Removal Proposal and to recommend that the stockholders vote to adopt the Supermajority Voting Removal Proposal, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, considered the advantages and disadvantages of a supermajority voting requirement. Such a requirement can benefit stockholders by promoting corporate governance stability and reducing the Company's vulnerability to coercive takeover tactics and special interest groups that may not be acting in the best interests of all stockholders by requiring broad stockholder consensus to make certain fundamental changes. While the Board continues to believe that these are important benefits, the Board has also considered that a supermajority voting requirement may have the effect of reducing the accountability of directors to stockholders, and recognizes the benefit of providing stockholders an opportunity to participate in corporate governance. Therefore, following careful consideration of the matter, and due to its belief that a majority of the outstanding voting shares standard provides more accountability to stockholders and promotes stronger corporate governance, the Board has adopted resolutions to approve the Supermajority Voting Removal Proposal, to declare the Supermajority Voting Removal Proposal advisable and in the best interests of the Company and its stockholders and to submit the Supermajority Voting Removal Proposal to its stockholders for consideration.
Vote Required and Effectiveness
The affirmative vote at least 662/3% of the voting power of all of the shares of our common stock outstanding as of the Record Date is required to adopt the Supermajority Voting Removal Proposal. As discussed in Proposal 5 above, in addition to the Supermajority Voting Removal Proposal, the Board is also recommending that stockholders approve the Declassification Proposal. The Declassification
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Proposal and the Supermajority Voting Removal Proposal are not conditioned upon the approval of each other. If either the Declassification Proposal or the Supermajority Voting Removal Proposal are not adopted by stockholders, the Restated Certificate would be revised to only provide for the amendments that are adopted. If our stockholders adopt either the Declassification Proposal, the Supermajority Voting Removal Proposal, or both, the Board has authorized our officers to file the Restated Certificate (reflecting only those provisions adopted by stockholders) with the Secretary of State of the State of Delaware, and the Restated Certificate would become effective upon acceptance by the Delaware Secretary of State. We intend to make that filing as soon as practicable if either the Declassification Proposal or the Supermajority Voting Removal Proposal are adopted at the Annual Meeting. However, even if our stockholders adopt either of the 2019 Amendments, the Board may abandon the 2019 Amendments without further stockholder action prior to the effectiveness of the filing of the Restated Certificate with the Delaware Secretary of State and, if abandoned, the Restated Certificate will not become effective. If the Board abandons the 2019 Amendments, we will publicly disclose that fact and the reason for its determination.
Text of the Proposal
Article Eleven of the Certificate contains the provisions that will be affected if the Supermajority Voting Removal Proposal is adopted. The proposed changes to this Article, with deletions indicated by strike-outs, additions indicated by underlining and moved text indicated by double underlining, is contained inAppendix B to this proxy statement. If the Supermajority Voting Removal Proposal is approved, the language inAppendix B will be incorporated into a full amendment and restatement of the Certificate, which as indicated above, the Board intends to file as soon as practicable if the Supermajority Voting Removal Proposal is adopted at the Annual Meeting. The description of the Supermajority Voting Removal Proposal set forth above is qualified in its entirety by reference to the text attached asAppendix B to this proxy statement
The Board recommends that you vote FOR the approval of the amendment of the Certificate to eliminate the supermajority voting requirements.
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EXECUTIVE OFFICERS
The following table provides information regarding our executive officers, including their ages, as of the date of the Annual Meeting:
| | Name | | | Age | | | Position | |
Name
| | Age | | Position |
|---|
| | Joseph E. Scalzo | | 61 | 63 | | | President and Chief Executive Officer and Director | |
| | Todd E. Cunfer | | 55 | 57 | | | Chief Financial Officer | |
David W. Ritterbush | | 53 | | President of Quest Nutrition, LLC and Director |
| C. Scott Parker | | 63 | 65 | | | Chief Marketing Officer of Atkins | |
| | Jill Short Clark | | 51 | 53 | | | Chief Customer Officer | |
| | Timothy R. Kraft | | 40 | 42 | | | Chief Legal Officer, Corporate Secretary, Compliance Officer | |
Hanno E. Holm | Susan Hunsberger | 48 | | 59 | | | Senior Vice President and Chief Human Resources Officer | |
| | David Wallis | | | 58 | | | Senior Vice President, Operations | |
| | Linda Zink | | | 57 | | | Chief OperationsMarketing Officer of Quest | |
| | Timothy A. Matthews | | 40 | 42 | | | Vice President, Controller and Chief Accounting Officer | |
Messrs. Scalzo's and Ritterbush's
Mr. Scalzo’s biographical information is disclosed above under "Proposal“Proposal One: Election of Directors."”
| | Todd E. Cunfer | | | Age: 57 Chief Financial Officer | |
| | EXPERIENCE •
Todd E. Cunfer has served as our Chief Financial Officer since August 2017 and served as Vice President Finance since he joined us in July 2017. •
Prior to joining us, Mr. Cunfer worked for The Hershey Company (“Hershey”) with over 20 years of financial planning and analysis, capital structure, treasury, supply chain management, strategic operations and merger and acquisition experience. | | | •
Over his tenure with Hershey, he served in a variety of senior executive finance roles leading the finance teams of multi-billion dollar businesses, including Vice President, Finance for the International business from March 2017 until July 2017, Vice President, Global Supply Chain Finance from February 2015 to March 2017, Vice President, North America Finance from February 2013 to February 2015, and Vice President, U.S. Finance from December 2010 to February 2013. •
Earlier in his career, Mr. Cunfer held various positions at the United States Enrichment Corporation, ICF Kaiser International, Lockheed Martin Corporation and American Security Bank. | |
| | EDUCATION •
Mr. Cunfer has a Master of Business Administration from The Darden School of Business, University of Virginia and Bachelor of Arts in Finance from College of William and Mary. | |
| | C. Scott Parker | | | Age: 65 Chief Marketing Officer of Atkins | |
| | EXPERIENCE •
C. Scott Parker has served as our Chief Marketing Officer since July 2017 and served in the same role at Atkins since January 2011. •
Prior to joining Atkins, Mr. Parker served as Vice President of Marketing at Jenny Craig from November 2003 to January 2011. | | | •
From August 1996 to July 2002, Mr. Parker served as Vice President of Marketing at Bath & Body Works (a Division of Limited Brands). •
Prior to Bath & Body Works, Mr. Parker held various positions at Consumer Products Innovation, LLC, Bank One, Dial Corp., Procter & Gamble and Frito-Lay. | |
| | EDUCATION •
Mr. Parker received a Bachelor of Arts in Economics from Stanford University and an MBA from University of California, Los Angeles. | |
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