x 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 Rule 14a-11(c) or Rule 14a-12 |
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(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: |
1. | to elect a board of directors to serve for the ensuing year; |
2. | to approve an amendment to the Company’s articles of incorporation increasing the authorized shares of common stock; and |
3. | to transact other business as may properly come before the meeting or any adjournments thereof. |
Fo | r the Board of Directors |
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Ro | nald M. Morrison, Secretary |
![LOGO](https://capedge.com/proxy/PRE 14A/0001017062-02-000713/g65051g80q53.jpg)
Name | Age | Position | ||
Joseph R. Tomkinson | 54 | Chairman of the Board, Chief Executive Officer and Director of IMH, IFC and IWLG | ||
William S. Ashmore | 52 | President, Chief Operating Officer and Director of IMH and President and Director of IFC and IWLG | ||
James Walsh+(1)(2) | 52 | Director | ||
Frank P. Filipps+(1)(2) | 54 | Director | ||
Stephan R. Peers+(1)(2) | 49 | Director | ||
William E. Rose+ | 34 | Director | ||
Leigh J. Abrams+ | 59 | Director |
+ | Unaffiliated Director |
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
Name | Age | Position | ||
Richard J. Johnson | 39 | Executive Vice President and Chief Financial Officer of IMH, IFC and IWLG, and Director of IFC and IWLG | ||
Ronald M. Morrison | 51 | General Counsel and Secretary of IMH, IFC and IWLG | ||
Gretchen D. Verdugo | 37 | Executive Vice President of IWLG |
Annual Compensation | Long-Term Compensation Awards | ||||||||||||||
Name and Principal Position | Year | Base Salary ($) | Bonus ($)(2) | Other Annual Compensation ($) | Securities Underlying Options(#) | All Other Compensation ($)(8) | |||||||||
Joseph R. Tomkinson | 2001 | 310,561 | 1,091,992 | (3)(4) | 186,146 | (6) | 240,000 | 221 | |||||||
Chairman of the Board and | 2000 | 308,582 | 338,290 | (4) | 17,267 | (7) | 500 | 690 | |||||||
Chief Executive Officer of | 1999 | 274,390 | (1) | 242,630 | (3)(4) | 19,073 | (7) | — | 942 | ||||||
IMH, IFC and IWLG | |||||||||||||||
William S. Ashmore | 2001 | 246,403 | 999,252 | (3)(4) | 151,254 | (6) | 200,000 | 316 | |||||||
President, and Chief | 2000 | 238,300 | 160,873 | (4) | 13,261 | (7) | 500 | 1,242 | |||||||
Operating Officer of IMH; | 1999 | 206,872 | (1) | 98,552 | (3)(4) | 11,705 | (7) | — | 1,615 | ||||||
President of IFC and IWLG | |||||||||||||||
Richard J. Johnson | 2001 | 156,428 | 574,386 | (3) | 109,623 | (6) | 140,000 | 111 | |||||||
Executive Vice President | 2000 | 135,676 | — | 15,224 | (7) | 500 | 290 | ||||||||
and Chief Financial Officer | 1999 | 103,436 | (1) | — | 11,705 | (7) | — | 444 | |||||||
of IMH, IFC and IWLG | |||||||||||||||
Ronald M. Morrison | 2001 | 204,985 | — | 69,261 | (6) | 67,500 | 146 | ||||||||
General Counsel and | 2000 | 192,564 | 32,080 | 15,067 | (7) | 500 | 716 | ||||||||
Secretary of IMH, IFC and | 1999 | 183,046 | 16,175 | 12,169 | (7) | — | 1,058 | ||||||||
IWLG | |||||||||||||||
Gretchen D. Verdugo | 2001 | 162,000 | 82,749 | (5) | 13,297 | (7) | 40,000 | 222 | |||||||
Executive Vice President | |||||||||||||||
of IWLG |
(1) | Until May 1999, the Company was allocated two-thirds for the salary, other annual compensation and all other compensation of these officers. |
(2) | Includes a quarterly bonus equal to the aggregate dividend such person would have received from the Company on all shares of common stock underlying unexercised stock options held by such person which |
were outstanding on the date of payment of said bonus; provided, however, that quarterly bonuses have been and will be paid for each calendar quarter if the dividend that would be payable by the Company on shares of its common stock for the subject quarter equals or exceeds such level as determined by a majority of the Unaffiliated Directors, which was fifteen percent (15%) for 2001, 2000 and 1999. Such persons will not be required to refund any portion of such bonuses previously earned regardless of the level of dividends in subsequent quarters. Each of Mr. Morrison’s and Ms. Verdugo’s bonus was not determined based on this formula. None of the Named Executive Officers received this bonus in 2000 and 1999 since the criteria were not achieved. |
(3) | Includes the Incentive Compensation as described in “—Employment Agreements.” |
(4) | Messrs. Tomkinson and Ashmore are each entitled to commissions based on IFC’s total loan production, not to exceed base salary. |
(5) | Includes a quarterly bonus based on IWLG’s outstanding facilities to nonaffiliated customers. |
(6) | Consists of a car allowance paid by the Company and contributions paid by the Company under the 401(k) plan. See “—401(k) Plan.” Also consists of cash payments based on DER awards attached to options in the following amounts: Mr. Tomkinson- $165,600, Mr. Ashmore- $138,000, Mr. Johnson- $96,660 and Mr. Morrison- $41,400. See “—Options Granted During 2001” for a description of the DERs. |
(7) | Consists of a car allowance paid by the Company and contributions paid by the Company under the 401(k) plan. See “—401(k) Plan.” |
(8) | Consists of payments on group term-life insurance. |
Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(8) | ||||||||||||||
Name | Number of Securities Underlying Options Granted(#) | Percent of Total Options Granted to Employees(4) | Exercise or Base Price ($/Sh)(5) | Expiration Date | |||||||||||
5% | 10% | ||||||||||||||
Joseph R. Tomkinson | 240,000 | (1)(2) | 17.9 | % | 4.18 | 3/27/11 | (6) | 630,907 | 1,598,842 | ||||||
100,000 | (3) | 7.5 | % | 7.68 | 7/24/05 | (7) | 165,509 | 356,429 | |||||||
William S. Ashmore | 200,000 | (1)(2) | 15 | % | 4.18 | 3/27/11 | (6) | 525,756 | 1,332,369 | ||||||
100,000 | (3) | 7.5 | % | 7.68 | 7/24/05 | (7) | 165,509 | 356,429 | |||||||
Richard J. Johnson | 140,000 | (1)(2) | 10.5 | % | 4.18 | 3/27/11 | (6) | 368,029 | 932,658 | ||||||
100,000 | (3) | 7.5 | % | 7.68 | 7/24/05 | (7) | 165,509 | 356,429 | |||||||
Ronald M. Morrison | 5,000 | (1)(2) | — | % | 4.18 | 3/27/11 | (6) | 13,144 | 33,309 | ||||||
20,000 | (3) | 1.5 | % | 7.68 | 7/24/05 | (7) | 33,102 | 71,286 | |||||||
55,000 | (1)(2) | 4.1 | % | 7.60 | 12/18/11 | (6) | 262,878 | 666,184 | |||||||
Gretchen D. Verdugo | 15,000 | (3) | 1.1 | % | 3.85 | 1/30/04 | (7) | 12,445 | 26,802 | ||||||
5,000 | (1) | — | % | 4.18 | 3/27/11 | (6) | 13,144 | 33,309 | |||||||
20,000 | (3) | 1.1 | % | 7.68 | 7/24/05 | (7) | 33,102 | 71,286 |
(1) | Options vest immediately upon date of grant. |
(2) | These options are accompanied by Dividend Equivalent Rights (DERs) whereby the option holder will receive a cash payment equal to the value of any dividends that the holder would have received on the underlying shares had that option been exercised immediately upon vesting. Dividend equivalent payments commence on the first dividend payment date following the option grant and continue until the earlier of the expiration or exercise of the corresponding options. |
(3) | Options vest equally over a three year period. |
(4) | The total number of options granted to the Company’s employees, excluding 237,500 shares underlying options granted to non-employee directors, during 2001 was 1,333,500. |
(5) | The exercise price per share of options granted represents the fair market value of the underlying shares of common stock on the date the options were granted. |
(6) | Such stock options expire ten years from the date of grant. |
(7) | Such stock options expire four years from the date of grant. |
(8) | In order to comply with the rules of the Securities and Exchange Commission, the Company is including the gains or “option spreads” that would exist for the respective options the Company granted to the Named Executive Officers. The Company calculated these gains by assuming an annual compound stock price appreciation of 5% and 10% from the date of the option grant until the termination date of the option. These gains do not represent the Company’s estimate or projection of the future price of the common stock. |
Shares Acquired on Exercise(#) | Value Realized($) | Number of Securities Underlying Unexercised Options at Fiscal Year-End(#)(1) | Value of Unexercised In-the-Money Options at Fiscal Year-End($)(2) | |||||||||
Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
Joseph R. Tomkinson | 10,500 | 27,370 | 240,000 | 100,000 | 1,036,800 | 82,000 | ||||||
William S. Ashmore | 10,500 | 29,976 | 200,000 | 100,000 | 864,000 | 82,000 | ||||||
Richard J. Johnson | 10,500 | 27,958 | 140,000 | 100,000 | 604,800 | 82,000 | ||||||
Ronald M. Morrison | 3,153 | 8,671 | 67,500 | 20,000 | 101,569 | 16,400 | ||||||
Gretchen D. Verdugo | 5,334 | 9,222 | 7,000 | 35,000 | 29,725 | 86,150 |
(1) | For a description of the terms of such options, see “—Stock Option Plans.” |
(2) | The value of unexercisable “in-the-money” options is based on a price per share of $8.50, which was the price of a share of common stock as quoted on the American Stock Exchange at the close of business on December 31, 2001, minus the exercise price, multiplied by the number of shares underlying the option. |
Name | Balance as of December 31, 2001 | Highest Balance during 2001 | Interest Rate | |||||
James Walsh | $ | 205,155 | $ | 207,464 | 4.23% | |||
Frank P. Filipps | $ | 205,188 | $ | 207,496 | 4.23% | |||
Stephan R. Peers | $ | 199,923 | $ | 202,314 | 4.23% | |||
Total | $ | 610,266 | $ | 617,274 | ||||
Name | Date | Number of Securities Underlying Options Repriced or Amended (#) | Market Price of Stock at Time of Repricing or Amendment ($) | Exercise Price at Time of Repricing or Amendment ($) | New Exercise Price ($) | Length of Original Option Term Remaining at Date of Repricing or Amendment | ||||||
Joseph R. Tomkinson | March 27, 2001 | 75,000 | 4.18 | 15.4167 | 4.18 | 5 years 10 months | ||||||
March 27, 2001 | 129,168 | 4.18 | 7.50 | 4.18 | 4 years 5 months | |||||||
March 27, 2001 | 22,500 | 4.18 | 17.5833 | 4.18 | 6 years 7 months | |||||||
March 27, 2001 | 13,332 | 4.18 | 7.50 | 4.18 | 4 years 5 months | |||||||
William Ashmore | March 27, 2001 | 22,500 | 4.18 | 17.5833 | 4.18 | 6 years 7 months | ||||||
March 27, 2001 | 37,500 | 4.18 | 15.4167 | 4.18 | 5 years 10 months | |||||||
March 27, 2001 | 13,332 | 4.18 | 7.50 | 4.18 | 4 years 5 months | |||||||
March 27, 2001 | 61,668 | 4.18 | 7.50 | 4.18 | 4 years 5 months | |||||||
Richard Johnson | March 27, 2001 | 15,000 | 4.18 | 15.4167 | 4.18 | 5 years 10 months | ||||||
March 27, 2001 | 13,332 | 4.18 | 7.50 | 4.18 | 4 years 5 months | |||||||
March 27, 2001 | 24,168 | 4.18 | 7.50 | 4.18 | 4 years 5 months |
COMPENSATION COMMITTEE MEMBERS |
James Walsh |
Stephan R. Peers |
Frank P. Filipps |
AUDIT COMMITTEE MEMBERS |
James Walsh |
Stephan R. Peers |
Frank P. Filipps |
Audit Fees | Audit Related Fees | Financial Information Systems Design and Implementation Fees | All Other Fees | |||
$245,800 | $139,200 | $0 | $239,969 |
![LOGO](https://capedge.com/proxy/PRE 14A/0001017062-02-000713/g65051g35z89.jpg)
Name of Beneficial Owner(1) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||
HBK Investments L.P. (2) | 3,612,788 | 8.87 | % | ||
Joseph R. Tomkinson (3) | 533,186 | * | |||
William S. Ashmore (4) | 423,612 | * | |||
Richard J. Johnson (5) | 376,526 | * | |||
Ronald M. Morrison (6) | 98,129 | * | |||
Gretchen D. Verdugo (7) | 53,299 | * | |||
James Walsh (8) | 68,750 | * | |||
Frank P. Filipps (8) | 68,750 | * | |||
Stephan R. Peers (8) | 68,750 | * | |||
William E. Rose (9) | 47,500 | * | |||
Leigh J. Abrams (10) | 47,500 | * | |||
All Directors and executive officers as a group (10 persons) (11) | 1,786,002 | 4.39 | % |
* | less than 1% |
(1) | All named beneficial owners, with the exception of HBK Investments, L.P., can be contacted at 1401 Dove Street, Newport Beach, California 92660. |
(2) | The following is based on information provided by HBK Investments L.P.: Consists of shares of common stock owned by HBK Master Fund L.P. HBK Investments L.P. has voting and dispositive power over these shares pursuant to an investment management agreement. The principal business address of HBK Investments L.P. is 300 Crescent Court, Suite 700, Dallas, Texas 75201. |
(3) | Includes options to purchase 340,000 shares. |
(4) | Includes (i) options to purchase 300,000 shares, (ii) 17,015 shares held in a profit sharing plan with Mr. Ashmore and his wife as trustees, (iii) 82,811 shares held in trust with Mr. Ashmore and his wife as trustees, and (iv) 3,325 shares held as custodian for his children. |
(5) | Includes options to purchase 240,000 shares. |
(6) | Includes options to purchase 80,000 shares. |
(7) | Includes options to purchase 37,000 shares. |
(8) | Includes options to purchase 68,750 shares. |
(9) | Includes options to purchase 47,500 shares. Excludes shares beneficially owned by HBK Investments L.P. Mr. Rose is a Managing Director of HBK Investments L.P. |
(10) | Includes options to purchase 47,500 shares. |
(11) | Includes options to purchase a total of 1,298,250 shares. |
By | Order of the Board of Directors |
![]() |
Ro | nald M. Morrison, Secretary |
Form of Proxy Card
IMPAC MORTGAGE HOLDINGS, INC.
1401 Dove Street
Newport Beach, California 92660
Proxy for Annual Meeting of Stockholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph R. Tomkinson and Richard J. Johnson, and each of them, as proxy holders, each with the power to designate a substitute, and hereby authorizes each of them to represent and to vote as designated on the reverse side, all the shares of Common Stock of Impac Mortgage Holdings, Inc. held of record by the undersigned on April 2, 2002, at the Annual Meeting of Stockholders to be held on June 25, 2002 at 9:00 a.m. or any adjournments thereof. At their discretion, the proxy holders are authorized to vote such shares of Common Stock upon such other business as may properly come before the Annual Meeting.
This proxy, when properly executed, will be voted as directed. If no direction is given with respect to a particular proposal, this proxy will be voted for such proposal.
Please mark, date, sign and return this proxy card promptly, using the enclosed envelope. No postage is required if mailed in the United States.
(To be Signed on Reverse Side)
Please Detach and Mail in the Envelope Provided
A [x] Please mark your votes as in this example. | ||
FOR all nominees listed at right, except as marked below | WITHHOLD AUTHORITY for all nominees listed below | |
1. Election of seven directors listed at right with terms expiring in 2003 at the Annual Meeting. | [ ] | [ ] |
INSTRUCTIONS: To withhold a vote for an individual nominee(s), write the name of
such nominee(s) in the space provided below. Your shares will be voted for the
remaining nominee(s).
-----------------------------------------------------------------------------------------------------------------------------------------
Nominees:
Joseph R. Tomkinson
William S. Ashmore
LA-32998 v1 1000557-0207
James Walsh
Frank P. Filipps
Stephan R. Peers
William E. Rose
Leigh J. Abrams
FOR | AGAINST | ABSTAIN | |
2. Approval of amendment to Company’s articles of incorporation increasing the authorized shares of common stock | [ ] | [ ] | [ ] |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREINBY THE UNDERSIGNED STOCKHOLDER(S). IF NO OTHER INDICATION IS MADE, THE PROXIES SHALL VOTE “FOR” ALL DIRECTOR NOMINEES AND “FOR” PROPOSAL 2.
A VOTE “FOR” ALL DIRECTOR NOMINEES AND A VOTE “FOR” PROPOSAL 2 ARE RECOMMENDED BY THE BOARD OF DIRECTORS.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT THEREOF.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE ENCOURAGED TO COMPLETE, DATE, SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
Stockholder ___________________________________________ Dated: __________, 2002
Signature (if held jointly) ___________________________ Dated: __________, 2002
NOTE: Please sign as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by authorized officer giving full title. If a partnership, please sign in partnership name by authorized person, giving full title.