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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement | o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material under Rule 14a-12 |
Unifi, Inc.
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
o | 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: |
o | Fee paid previously with preliminary materials. |
o | 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: |
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UNIFI, INC.
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TO BE HELD ON OCTOBER 25, 2006
1. | To elect eight (8) directors to serve until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. |
2. | To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. |
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Name and Address of | Amount and Nature | Percent of | ||||||
Beneficial Owner | Beneficially Owned(1) | Class | ||||||
Dimensional Fund Advisors Inc.(2) | 4,605,462 | 8.83 | % | |||||
1299 Ocean Avenue | ||||||||
11th Floor | ||||||||
Santa Monica, CA 90401 |
(1) | “Beneficial Ownership,” for purposes of the table, is determined according to the meaning of applicable securities regulations and based on a review of reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | |
(2) | As indicated in its Schedule 13G/A, filed February 6, 2006, Dimensional Fund Advisors Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, may be deemed to beneficially own 4,605,462 shares by virtue of having sole voting and dispositive power over 4,605,462 shares. |
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BY DIRECTORS AND EXECUTIVE OFFICERS
Amount and Nature of | Percentage | |||||||
Name | Beneficial Ownership(1) | of Class | ||||||
William J. Armfield, IV (2) | 932,695 | 1.69 | % | |||||
R. Wiley Bourne, Jr. (3) | 21,320 | * | ||||||
Charles R. Carter (4) | 30,501 | * | ||||||
Thomas H. Caudle, Jr. (5) | 256,810 | * | ||||||
Sue W. Cole | 10,000 | * | ||||||
J. B. Davis (6) | 40,000 | * | ||||||
Benny L. Holder (7) | 258,166 | * | ||||||
Kenneth G. Langone (8) | 2,205,000 | 4.0 | % | |||||
William M. Lowe, Jr. (9) | 428,333 | * | ||||||
Charles F. McCoy (10) | 234,894 | * | ||||||
Donald F. Orr (11) | 161,364 | * | ||||||
Brian R. Parke (12) | 1,550,759 | 2.8 | % | |||||
All directors and executive officers as a group (14 persons) (13) | 6,303,747 | 11.45 | % |
* | Represents less than one percent (1%) of the Company’s Common Stock. | |
(1) | All shares are owned directly and with sole voting and investment power, except as otherwise noted. | |
(2) | Includes 2,680 shares held in trust for the benefit of Mr. Armfield’s children, as to which he has shared voting and investment power, which shares are deemed to be beneficially owned by him. | |
(3) | Includes 20,000 shares that Mr. Bourne has the right to purchase under presently exercisable stock options granted to him by the Company, as to which he would have sole voting and investment power upon acquisition, and 1,320 shares owned by his wife, as to which she has sole voting and investment power, which shares are deemed to be beneficially owned by him. | |
(4) | Includes 10,000 shares that Mr. Carter has the right to purchase under presently exercisable stock options granted to him by the Company, as to which he would have sole voting and investment power upon acquisition. | |
(5) | Includes 251,890 shares that Mr. Caudle has the right to purchase under stock options granted to him by the Company that are currently exercisable or become exercisable within 60 days of September 1, 2006, as to which he would have sole voting and investment power upon acquisition. | |
(6) | Includes 20,000 shares that Mr. Davis has the right to purchase under presently exercisable stock options granted to him by the Company, as to which he would have sole voting and investment power upon acquisition. | |
(7) | Includes 253,166 shares that Mr. Holder has the right to purchase under stock options granted to him by the Company that are currently exercisable or become exercisable within 60 days of September 1, 2006, as to which he would have sole voting and investment power upon acquisition. | |
(8) | Includes 10,000 shares that Mr. Langone has the right to purchase under presently exercisable stock options granted to him by the Company, as to which he would have sole voting and investment power upon acquisition, 135,000 shares owned by Invemed Associates, LLC, in which Mr. Langone owns 81%, and 1,885,000 shares owned by Invemed Catalyst Fund, LLP of which Mr. Langone has shared voting and investment power. | |
(9) | Includes 353,333 shares that Mr. Lowe has the right to purchase under stock options granted to him by the Company that are currently exercisable or become exercisable within 60 days of September 1, 2006, as to which he would have sole voting and investment power upon acquisition. | |
(10) | Includes 226,890 shares that Mr. McCoy has the right to purchase under stock options granted to him by the Company that are currently exercisable or become exercisable within 60 days of September 1, 2006, as to |
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which he would have sole voting and investment power upon acquisition, and 1,100 shares jointly owned with his wife as to which he has shared voting and investment power. | ||
(11) | Includes 10,000 shares that Mr. Orr has the right to purchase under presently exercisable stock options granted to him by the Company, as to which he would have sole voting and investment power upon acquisition, and 3,950 shares owned by the Orr Family Trust over which he has shared voting and investment power. | |
(12) | Includes 1,493,159 shares that Mr. Parke has the right to purchase under stock options granted to him by the Company that are currently exercisable or become exercisable within 60 days of September 1, 2006, as to which he would have sole voting and investment power upon acquisition. | |
(13) | Includes an aggregate 173,905 shares that two additional executive officers have the right to purchase under stock options granted by the Company that are currently exercisable or become exercisable within 60 days of September 1, 2006, as to which they would have sole voting and investment power upon acquisition. |
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INSIDER PARTICIPATION IN COMPENSATION DECISIONS
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• | reviewed and discussed with the Company’s management and the independent registered public accounting firm the Company’s audited consolidated financial statements for the fiscal year ended June 25, 2006 and Management’s Report on Internal Control over Financial Reporting for the fiscal year ended June 25, 2006; | |
• | reviewed management’s representations to us that those audited consolidated financial statements were prepared in accordance with generally accepted accounting principles; | |
• | discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards 61 (Codification of Statements on Auditing Standards), as amended; and | |
• | received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with E&Y their independence from the Company. |
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ON EXECUTIVE COMPENSATION
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Charles R. Carter
Sue W. Cole
Donald F. Orr
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Long Term Compensation | ||||||||||||||||||||||||||||
Annual Compensation | Restricted | Securities | All Other | |||||||||||||||||||||||||
Other Annual | Stock | Underlying | Compensation | |||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Compensation(1) | Awards($)(2) | Options/SARs(#)(3) | ($)(4) | |||||||||||||||||||||
Brian R. Parke | 2006 | $ | 750,000 | $ | — | $ | — | $ | — | — | $ | 20,257 | ||||||||||||||||
President, CEO | 2005 | $ | 750,000 | $ | — | $ | 59,649 | $ | — | 600,000 | $ | 37,694 | ||||||||||||||||
and Chairman of the Board | 2004 | $ | 750,000 | $ | — | $ | 80,011 | $ | — | — | $ | 30,914 | ||||||||||||||||
William M. Lowe, Jr. | 2006 | $ | 550,008 | $ | 233,750 | $ | — | $ | — | — | $ | 6,781 | ||||||||||||||||
Vice President, COO | 2005 | $ | 550,008 | $ | 220,003 | $ | — | — | 300,000 | $ | 134,962 | |||||||||||||||||
and Chief Financial Officer | 2004 | $ | 175,000 | $ | 75,000 | $ | — | $ | 130,200 | 20,000 | $ | 41,903 | ||||||||||||||||
Thomas H. Caudle, Jr. | 2006 | $ | 250,008 | $ | 58,502 | $ | — | $ | — | — | $ | 9,406 | ||||||||||||||||
Vice President, Global | 2005 | $ | 237,208 | $ | 154,191 | $ | 857 | $ | — | 120,000 | $ | 12,529 | ||||||||||||||||
Operations | 2004 | $ | 223,308 | $ | — | $ | 2,563 | $ | — | — | $ | 10,299 | ||||||||||||||||
Charles F. McCoy | 2006 | $ | 215,004 | $ | 50,311 | $ | — | $ | — | — | $ | 9,260 | ||||||||||||||||
Vice President, Sec., General | 2005 | $ | 209,504 | $ | 92,086 | $ | 9,086 | $ | — | 100,000 | $ | 13,844 | ||||||||||||||||
Counsel and Corp. | 2004 | $ | 203,004 | $ | — | $ | 31,170 | $ | — | — | $ | 5,512 | ||||||||||||||||
Governance Officer | ||||||||||||||||||||||||||||
Benny L. Holder | 2006 | $ | 215,004 | $ | 50,311 | $ | — | $ | — | — | $ | 9,239 | ||||||||||||||||
Vice President, Information | 2005 | $ | 209,504 | $ | 64,501 | $ | — | $ | — | 100,000 | $ | 10,698 | ||||||||||||||||
Technology | 2004 | $ | 203,004 | $ | — | $ | — | $ | — | — | $ | 8,435 |
Footnotes: |
(1) | As permitted by the SEC’s rules regarding disclosure of executive compensation in proxy statements, this column excludes perquisites and other personal benefits of the named executive officer if their total cost does not exceed the lesser of (i) 10% of the sum of the amounts of salary and bonus for the named executive officer, or (ii) $50,000. To the extent reportable, the amounts reported under “Other Annual Compensation” for the periods indicated include the following items: foreign housing expenses for Mr. Parke ($24,869 in 2005 and $20,415 in 2004); automobile allowance for Mr. Parke ($15,905 in 2005) and for Mr. McCoy ($13,295 in 2004); personal use of Company aircraft for Mr. Parke ($21,859 in 2004) and for Mr. McCoy ($9,791 in 2004); and tax reimbursement for Mr. Parke ($5,801 in 2005 and $17,669 in 2004), for Mr. Caudle ($857 in 2005 and $2,563 in 2004) and for Mr. McCoy ($9,086 in 2005 and $7,914 in 2004). The Company sold its aircraft in the 2004 fiscal year. | |
(2) | On January 6, 2004, the Company granted Mr. Lowe 20,000 restricted shares. The closing price of the Common Stock as reported on the New York Stock Exchange was $6.51 per share on that date. Pursuant to the terms of this grant, Mr. Lowe receives the same cash dividends as other Shareholders owning Common Stock. The restrictions imposed on the restricted shares lapse with respect to one-fifth of the shares on January 6th each year, beginning with the year the shares were granted. At June 25, 2006, Mr. Lowe owned an aggregate of 8,000 restricted shares that had a market value of $23,600 based on the closing price of $2.95 per share of the Common Stock as reported by the New York Stock Exchange on that date. | |
(3) | Amounts in this column reflect the number of stock options granted during such fiscal year to the listed individuals. | |
(4) | The components of the amounts shown in this column for fiscal 2006 consists of the following: (i) a director’s fee for Mr. Parke of $4,000; (ii) insurance benefits as follows: Mr. Parke — $5,898; Mr. Lowe — $1,452; Mr. Caudle — $660; Mr. McCoy — $568; and Mr. Holder — $568; and (iii) allocation of the Company’s contribution to the Unifi, Inc. Retirement Savings Plan as follows: Mr. Parke — $10,359; Mr. Lowe — $5,329; Mr. Caudle — $8,746; Mr. McCoy — $8,692; and Mr. Holder — $8,671. |
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OPTION/SAR VALUES
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Shares Acquired | Value | Options/SARS | In-the-Money Options/SARs | |||||||||||||||||||||
on Exercise | Realized | at Year End | at Fiscal Year End (1) | |||||||||||||||||||||
Name | (#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Parke | 0 | $ | 0 | 993,179 | 199,980 | $ | 75,992 | $ | 38,008 | |||||||||||||||
Lowe | 0 | $ | 0 | 220,010 | 99,990 | $ | 37,996 | $ | 19,004 | |||||||||||||||
Caudle | 0 | $ | 0 | 190,228 | 39,996 | $ | 15,198 | $ | 7,602 | |||||||||||||||
McCoy | 0 | $ | 0 | 171,894 | 33,330 | $ | 12,665 | $ | 6,335 | |||||||||||||||
Holder | 0 | $ | 0 | 198,170 | 33,330 | $ | 12,665 | $ | 6,335 |
Footnotes: |
(1) | The fair market value of the Company’s Common Stock at fiscal year-end, June 25, 2006, was $2.95. |
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AMONG UNIFI, INC., THE NYSE COMPOSITE INDEX AND A PEER GROUP
Company | June 2001 | June 2002 | June 2003 | June 2004 | June 2005 | June 2006 | ||||||||||||||||||
Unifi, Inc. | $ | 100.00 | $ | 137.11 | $ | 75.47 | $ | 33.46 | $ | 49.81 | $ | 37.11 | ||||||||||||
NYSE Composite | $ | 100.00 | $ | 86.38 | $ | 86.53 | $ | 103.07 | $ | 113.14 | $ | 122.41 | ||||||||||||
Peer Group | $ | 100.00 | $ | 159.33 | $ | 134.89 | $ | 169.19 | $ | 185.14 | $ | 172.42 |
* | $100 invested on June 24, 2001 in stock index — including reinvestment of dividends. |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Fiscal Year Ended | ||||||||
June 25, | June 26, | |||||||
2006 | 2005 | |||||||
Audit Fees(1) | $ | 1,545,500 | $ | 945,500 | ||||
Audit-Related Fees(2) | 12,000 | 86,000 | ||||||
Tax Fees(3) | 68,450 | 129,000 | ||||||
All Other Fees(4) | 2,000 | 1,500 |
(1) | For fiscal 2006, includes $291,000 of fees for consultation services related to the $190 million 11.5% senior secured note offering. | |
(2) | For fiscal 2006, this amount consists of aggregate fees paid for audit services related to the employee benefit plan of the Company’s former Irish subsidiary. For fiscal 2005, this amount consists of aggregate fees paid for audit services related to the employee benefit plan of the Company’s former Irish subsidiary, due diligence for the Company’s Chinese joint venture and fees for consultations related to audit and accounting matters. | |
(3) | Consists of aggregate fees paid for tax compliance, consultation and related tax matters. | |
(4) | For fiscal 2006, this amount consists of fees paid for the use of “EYOnline,” an Ernst & Young LLP research tool, and for continuing professional education seminars. For fiscal 2005, this amount consists entirely of fees paid for the use of “EYOnline”. |
REPORTING COMPLIANCE
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1. | the director is employed by the Company or any of its affiliates (as used herein, such term shall have the meaning set forth in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended) or was employed by the Company or any of its affiliates at any time during the preceding year, provided that as of November 4, 2004 (the “Effective Date”), the lookback period shall be three years; |
2. | the director is a member of the immediate family of an individual who is, or has been, employed by the Company or any of its affiliates as an executive officer at any time during the preceding year, provided that as of the Effective Date the lookback period shall be three years; |
3. | the director (a) presently receives, or his or her immediate family member receives, more than $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), or (b) the director or the director’s immediate family member had received such compensation within the preceding year, provided that as of the Effective Date the lookback period shall be three years [Note: Compensation received by an immediate family member for service as a non-executive employee of the Company need not be considered in determining independence under this test.]; |
4. | the director (a) is presently affiliated with or employed by, or his or her immediately family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company, or (b) the director or the director’s immediate family member had been affiliated with or employed by such internal or external auditor of the Company within the preceding year, provided that as of the Effective Date the lookback period shall be three years; |
5. | the director (a) is presently an executive officer or an employee, or his or her immediate family member is an executive officer, of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds $1 million or 2 percent of such other company’s consolidated gross revenues for its last fiscal year, whichever is greater, or (b) the Company and the company of which director is an executive officer or employee or his or her immediate family member is an executive officer had such relationship within the preceding year, provided that as of the Effective Date the lookback period shall be three years; |
6. | the director is affiliated with, or his or her immediate family member is affiliated with, a paid advisor or consultant to the Company; |
7. | the director has, or his or her immediate family member has, a personal services contract with the Company; |
8. | the director or his or her immediate family member is employed and compensated by a foundation, university or other nonprofit institution that has received significant charitable contributions from the Company that are disclosed or will be required to be disclosed in the Company’s proxy statement; and |
9. | the director (a) is presently employed, or his or her immediate family member is presently employed, as an executive officer of another company where any of the Company’s present executive officers serves on that company’s compensation committee, or (b) such director or his or her immediate family member was employed in such capacity within the preceding year, provided that as of the Effective Date the lookback period shall be three years. |
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your proxy card in the
envelope provided as soon
as possible.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx |
1. | To elect the eight (8) Directors listed below to serve until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified: | ||||||||
NOMINEES: | |||||||||
o | FOR ALL NOMINEES | O | William J. Armfield, IV | ||||||
O | R. Wiley Bourne, Jr. | ||||||||
o | WITHHOLD AUTHORITY | O | Charles R. Carter | ||||||
FOR ALL NOMINEES | O | Sue W. Cole | |||||||
O | J.B. Davis | ||||||||
o | FOR ALL EXCEPT | O | Kenneth G. Langone | ||||||
(See instructions below) | O | Donald F. Orr | |||||||
O | Brian R. Parke | ||||||||
INSTRUCTION:To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l | |||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | ||||||||
In their discretion, the proxies are authorized to vote upon such other business as properly may come before the Annual Meeting of Shareholders. | ||||||||
The undersigned hereby authorizes the proxies, in their discretion, to vote on any other business which may properly be brought before the meeting or any adjournment thereof to the extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission. | ||||||||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED FOR EACH OF THE BOARD OF DIRECTORS’ NOMINEES FOR DIRECTOR SPECIFIED IN PROPOSAL NO. 1, UNLESS A CONTRARY CHOICE IS SPECIFIED, IN WHICH CASE THE PROXY WILL BE VOTED AS SPECIFIED. | ||||||||
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders, dated September 26, 2006, and the Proxy Statement furnished therewith. |
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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The undersigned hereby appoints William M. Lowe, Jr. and Charles F. McCoy, or either of them, with full power of substitution, as attorneys and proxies to represent and vote all shares of Unifi, Inc. Common Stock which the undersigned is entitled to vote at the Annual Meeting of the Shareholders to be held at the Company’s corporate headquarters at 7201 West Friendly Avenue, in Greensboro, North Carolina, on Wednesday, October 25, 2006, at 9:00 A.M. Eastern Daylight Savings Time, and any adjournment or adjournments thereof as follows:
14475 |