Notice of Annual Meeting of Shareholders To the Shareholders of United Industrial Corporation: | May 18, 2006 |
1. | to elect six directors to serve until the Annual Meeting of Shareholders in 2007; |
2. | to consider and act upon a proposal to approve the 2006 Long Term Incentive Plan; |
3. | to consider and act upon a proposal to ratify the appointment of KPMG LLP as independent auditor of the Company for the fiscal year ending December 31, 2006; and |
4. | to transact such other business as may properly come before the meeting or any adjournment thereof. |
Dated: April 19, 2006 | By Order of the Board of Directors Jonathan A. Greenberg Secretary |
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING | 1 | |||||
GENERAL INFORMATION ABOUT VOTING | 1 | |||||
PRINCIPAL SHAREHOLDERS | 3 | |||||
SECURITY OWNERSHIP OF MANAGEMENT | 4 | |||||
PROPOSAL I: ELECTION OF DIRECTORS | 5 | |||||
PROPOSAL II: APPROVAL OF 2006 LONG TERM INCENTIVE PLAN | 20 | |||||
PROPOSAL III: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | 27 | |||||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 30 | |||||
PERFORMANCE GRAPH | 30 | |||||
OTHER MATTERS | 31 |
TO BE HELD MAY 18, 2006
1. | a proposal to elect six directors to serve until the Annual Meeting of Shareholders in 2007; |
2. | to consider and act upon a proposal to approve the 2006 Long Term Incentive Plan; |
3. | a proposal to ratify the appointment of KPMG LLP as independent auditor of the Company for the year ending December 31, 2006; and |
4. | any other business that may properly come before the meeting or any adjournment thereof. |
• | send written notice of revocation, prior to the Annual Meeting, to the Company’s Secretary, Mr. Jonathan A. Greenberg, at 124 Industry Lane, Hunt Valley, Maryland 21030; |
• | sign, date and mail a new proxy card to the Company’s Secretary; or |
• | attend the Annual Meeting and vote your shares in person. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Steel Partners II, L.P. 590 Madison Avenue 32nd Floor New York, New York 10022 | 1,935,950 | (1) | 17.0 | % | ||||||
Kennedy Capital Management, Inc. 10829 Olive Boulevard St. Louis, MO 63141 | 927,870 | (2) | 8.2 | % | ||||||
Barclays Bank PLC 1 Churchill Place London XO E14 5HP | 602,496 | (3) | 5.3 | % |
(1) | The information as to Steel Partners II, L.P. (“Steel”) is based upon information furnished in a Schedule 13D/A filed with the Securities and Exchange Commission on September 7, 2005 and a Form 4 filed with the SEC on March 17, 2006. Steel Partners, L.L.C. (“Steel LLC”) is the general partner of Steel and may be deemed to beneficially own the shares owned by Steel. Warren G. Lichtenstein is the sole executive officer and managing member of Steel LLC and may be deemed to beneficially own the shares owned by Steel. Mr. Lichtenstein disclaims any pecuniary interest in the shares owned by Steel, except to the extent of his pecuniary interest in Steel. |
(2) | The information as to Kennedy Capital Management, Inc. is based upon information furnished in a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2006. |
(3) | The information as to Barclays Bank PLC is based upon information furnished in a Schedule 13G filed with the Securities and Exchange Commission on January 17, 2006. |
Name of Group | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Thomas A. Corcoran | 15,000 | * | ||||||||
Glen M. Kassan | 25,000 | * | ||||||||
Warren G. Lichtenstein | 1,965,950 | (3) | 17.3 | % | ||||||
Robert F. Mehmel | 15,000 | * | ||||||||
General Richard I. Neal (Retired) | 15,000 | * | ||||||||
Frederick M. Strader | 220,490 | 1.9 | % | |||||||
James H. Perry | 99,002 | |||||||||
Jonathan A. Greenberg | 8,334 | * | ||||||||
Stuart F. Gray | 1,667 | * | ||||||||
All directors and executive officers as a group, consisting of 9 Persons | 2,365,443 | 20.1 | % |
* | Less than 1%. |
(1) | The information as to securities owned by directors and executive officers was furnished to the Company by such directors and executive officers and includes units in the Company’s 401(k) plan held by Mr. Perry, which consist of shares of common stock and cash. |
(2) | Includes shares that the following persons have the right to acquire within 60 days through the exercise of stock options: Mr. Corcoran, 15,000 shares; Mr. Kassan, 25,000 shares; Mr. Lichtenstein, 30,000 shares; Mr. Mehmel, 15,000 shares; Gen. Neal, 15,000; Mr. Strader, 205,000 shares; Mr. Greenberg, 8,334 shares; Mr. Perry, 93,000 shares; Mr. Gray, 1,667 shares, and all directors and executive officers as a group, 408,001 shares. Each of Messrs. Corcoran and Mehmel will be awarded a fully vested stock option to purchase an additional 5,000 shares under the Company’s 1996 Stock Option Plan for Non-Employee Directors if they are re-elected at the Annual Meeting. This will increase the number of shares beneficially owned by all directors and executive officers as a group by 10,000 shares to 2,375,443, or 20.2%. |
(3) | All of such shares are owned by Steel (other than Mr. Lichtenstein’s stock options). Steel LLC is the general partner of Steel and may be deemed to beneficially own the shares owned by Steel. Mr. Lichtenstein is the sole executive officer and managing member of Steel LLC, the general partner of Steel and may be deemed to beneficially own the shares owned by Steel. Mr. Lichtenstein disclaims any pecuniary interest in the shares owned by Steel, except to the extent of his pecuniary interest in Steel. |
Name | Age | Principal Occupation | Became Director | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Warren G. Lichtenstein | 40 | Chairman of the Board, Secretary and Managing Member, of Steel Partners, L.L.C., the general partner of Steel Partners II, L.P. (“Steel”), since January 1996 and the President, Chief Executive Officer and a director of Steel Partners, Ltd. (“SPL”), a management and advisory company that provides management services to Steel and its affiliates, since June 1999. Director, BKF Capital Group, Inc., the parent company of John A. Levin & Co., Inc., an investment management firm, since June 2005. Director, WebFinancial Corporation, a consumer and commercial lender, from 1996 to June 2005 and Chief Executive Officer from 1997 to June 2005. Director (currently Chairman of the Board), SL Industries, Inc., a designer and manufacturer of power electronics, power motion equipment, power protection equipment, and teleprotection and specialized communication equipment, since January 2002 and Chief Executive Officer from February 2002 to August 2005. Director, Layne Christensen Company, a provider of products and services for the water, mineral, construction and energy markets, since January 2004. Chairman of the Board, WHX Corporation, a holding company, since July, 2005. | 2001 |
Name | Age | Principal Occupation | Became Director | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Thomas A. Corcoran | 61 | President, Corcoran Enterprises, LLC, a management consulting firm since January 2001; Senior Advisor to the Carlyle Group, a private global investment firm, since January 2001; President and Chief Executive Officer, Gemini Air Cargo, Inc., a global air cargo company from January 2001 to March 2004; President and Chief Executive Officer, Allegheny Teledyne Incorporated, a specialty materials producer from October 1999 to December 2000; President and Chief Executive Officer of the Space and Strategic Missiles sector of Lockheed Martin Corporation, an advanced technology company, from September 1998 to September 1999; President and Chief Operating Officer of the Electronics sector of Lockheed Martin from April 1995 through September 1998; President of the Electronics Group of Martin Marietta Corporation, a predecessor of Lockheed Martin, from 1993 to 1995; various management positions, including Vice President and General Manager, for the Aerospace segment of General Electric company from 1983 to 1993; Director, L-3 Communications Holdings, Inc., an aerospace and defense company since July 1997; Director, REMEC, Inc., a wireless communications equipment manufacturing company since May 1996; Director, LaBarge Inc., an electronics manufacturing services company; a member of the Board of Trustees of Stevens Institute of Technology. | 2003 | |||||||||||
Glen M. Kassan | 62 | Executive Vice President, Steel Partners, Ltd. and its predecessor, a management and advisory company that provides management services to Steel Partners II, L.P., a private investment partnership, and its affiliates, since June 2001, and Vice President of its predecessor from October 1999 through May 2001. Vice President, Chief Financial Officer and Secretary, WebFinancial Corporation, a consumer and commercial lender, since June 2000. Director, SL Industries, Inc. since January 2002, Vice Chairman since August 2005, and President from February 2002 through August 2005. Director, WHX Corporation, a holding company, since July 2005, and Vice Chairman of the Board, Chief Executive Officer and Secretary since September 2005. | 2002 | |||||||||||
Robert F. Mehmel | 43 | Executive Vice President, Business Operations & Strategy of DRS Technologies, Inc., a defense electronic products and systems company since January 2001; Director, Corporate Development of Jabil Circuit, Inc., an electronic manufacturing services company from July 2000 to December 2000; Vice President, Planning of L-3 Communications Holdings, Inc. from April 1996 to July 2000. | 2004 |
Name | Age | Principal Occupation | Became Director | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
General Richard I. Neal (Retired) | 63 | Military consultant providing mentoring for military officers and staff since September 1999, including Senior Mentor for the U.S. Marine Corps’ Marine Air Ground Task Force Staff Training Program since 2000; President, Audio MPEG, a patent licensing agent since September 2001; Chief Executive Officer of IP Global, a patent licensing agent from September 1998 to December 2001; consultant to several defense-related and technology companies since 2000; Chief Integration Officer for Little Harbor Capital, a venture capital company from 1998 to 2000; Assistant Commandant of the U.S. Marine Corps from 1996 to 1998; Deputy Commander in Chief and Chief of Staff, United States Central Command from 1994 to 1996; Commanding General, 2nd Marine Division from 1993 to 1994. | 2004 | |||||||||||
Frederick M. Strader | 53 | President and Chief Executive Officer of the Company since August 2003; Chief Executive Officer since August 2003, President since January 2003, and Chief Operating Officer from January 2003 to August 2003 of AAI Corporation, a wholly-owned subsidiary of the Company (“AAI”); Executive Vice President of AAI and Vice President and General Manager of AAI’s Defense and Services businesses from May 2001 to December 2002; Vice President of United Defense LP, Armament Systems Division, a designer of large caliber armaments for the Navy, Army and Marine Corps, from 1994 to April 2001. | 2005 |
Company’s Corporate Governance Guidelines and charters of its Board of Directors’ Audit Committee, Nominating and Corporate Governance Committee and Compensation and Stock Option Committee are also available on the Company’s website. Hard copies of these materials may also be requested by writing to the Company’s Investor Relations Department at United Industrial Corporation, 124 Industry Lane, Hunt Valley, Maryland 21030.
Industrial Corporation, P.O. Box 126, Hunt Valley, Maryland 21030-0126. Any communication should clearly specify whether it is made to the entire Board of Directors or to one or more particular director(s). The Company forwards all correspondence directly to the Board of Directors or the particular director(s) to whom the communication is addressed. The Company does not use a screening process with respect to these communications.
• | be an individual of high character, integrity and ethical standards; |
• | be accomplished in his or her respective field, with superior credentials and recognition; |
• | have relevant expertise and experience upon which to be able to offer advice and guidance to management; |
• | have sufficient time available and an expressed willingness to spend the time necessary to prepare for and attend meetings of the Board of Directors and, as applicable, participate in committee work; |
• | be able to work with the other members of the Board of Directors, participate in committee work, as applicable, and contribute to the success of the Company; and |
• | represent the long-term interests of the Company’s shareholders as a whole. |
Annual Compensation | Long-Term Compensation Awards | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Total($) | Salary($) | Bonus($) | Other Annual Compensation ($)(1) | # Securities Underlying Options | All Other Compensation ($) | |||||||||||||||||||||
Frederick M. Strader* President and Chief Executive Officer of the Company and AAI | 2005 | 1,242,231 | 411,592 | 610,000 | (2) | 13,559 | (3) | 9,000 | (4) | 31,310 | (5) | |||||||||||||||||
2004 | 1,044,747 | 369,720 | (6) | 305,000 | (7) | 16,696 | (3) | 30,000 | (8) | 17,631 | (5) | |||||||||||||||||
2003 | 1,137,019 | 308,600 | 161,843 | (7) | 16,509 | (3) | 125,000 | 16,317 | (5) | |||||||||||||||||||
James H. Perry Vice President, Chief Financial Officer and Controller of the Company and Vice President and Chief Financial Officer of AAI | 2005 | 531,406 | 274,690 | 193,499 | (7) | 32,292 | (9) | — | 30,925 | (10) | ||||||||||||||||||
2004 | 527,334 | 285,639 | (6) | 192,084 | (7) | 23,277 | (9) | — | 26,334 | (10) | ||||||||||||||||||
2003 | 443,547 | 271,901 | 86,524 | (7) | 23,391 | (9) | 7,500 | (11) | 24,456 | (10) | ||||||||||||||||||
Jonathan A. Greenberg** Vice President, Secretary And General Counsel of the Company and AAI | 2005 | 514,892 | 256,148 | 174,189 | (7) | — | 3,500 | (4) | 16,200 | |||||||||||||||||||
2004 | 382,594 | 79,813 | 53,598 | (7) | 14,188 | (12) | 25,000 | 22,745 | (13) | |||||||||||||||||||
2003 | — | — | — | — | — | — | ||||||||||||||||||||||
Stuart F. Gray *** Treasurer of the Company and AAI | 2005 | 259,435 | 106,782 | 42,479 | (14) | — | 3,000 | (15) | 7,574 | |||||||||||||||||||
2004 | — | — | — | — | 5,000 | |||||||||||||||||||||||
2003 | — | — | — | — | — | — |
* | Mr. Strader became President and Chief Executive Officer of the Company on August 1, 2003. Prior to August 1, 2003, Mr. Strader served as the Chief Operating Officer of AAI and the Vice President and General Manager of AAI’s Defense Systems and Engineering Services units. |
** | Mr. Greenberg became Vice President, General Counsel and Secretary of the Company and AAI on September 1, 2004. |
*** | Mr. Gray became Treasurer of the Company and AAI on April 14, 2005. |
(1) | The aggregate amount of Other Annual Compensation represents total perquisites that exceed $10,000. |
(2) | Represents an award of $410,000 under the Company’s 2005 Management Incentive Plan and a $200,000 discretionary bonus. |
(3) | Includes $9,547, $12,900, and $12,588 in reimbursed car expenses and car allowance for personal use for 2005, 2004 and 2003, respectively. |
(4) | The Compensation Committee granted these options on March 27, 2006 for work performed in 2005. |
(5) | Includes an annual benefits accrual of $24,310, $11,131 and $10,317 for 2005, 2004 and 2003, respectively, under the Company’s retirement plan. |
(6) | The salary amounts for each of Messrs. Strader and Perry for 2004 include amounts that were earned by such officers in 2003 but not paid to them until January 2004 as a result of the Company’s payroll schedule in 2003 and 2004. Also excludes auto allowance of $12,000 and $10,000 for Messrs. Strader and Perry, respectively, reported under Salary in the 2004 proxy statement and now reported under Other Annual Compensation for 2004. |
(7) | Represents an award under the Company’s Management Incentive Plan. |
(8) | The Compensation Committee granted these options to Mr. Strader on March 10, 2005 for work performed in 2004. |
(9) | Includes $12,385, $11,185, $11,005 in reimbursed car expenses and car allowance for personal use for 2005, 2004, and 2003, respectfully, and $16,147, $8,548, $8,717 in reimbursed medical expenses and medical insurance premiums for 2005, 2004 and 2003, respectfully. |
(10) | Includes an annual benefits accrual of $21,592, $18,209 and $16,956 for 2005, 2004 and 2003, respectively, under the Company’s retirement plan. |
(11) | The Compensation Committee granted these options on February 27, 2004 for work performed in 2003. |
(12) | Includes $12,972 in tax gross up payments. |
(13) | Represents $22,745 in reimbursed relocation expenses reported in the 2004 proxy statement under Other Annual Compensation. |
(14) | Represents an award of $32,479 under the Company’s Management Incentive Plan and a $10,000 sign-on bonus paid in connection with the commencement of Mr. Gray’s employment with the Company. |
(15) | The Compensation Committee granted these options on March 14, 2006 for work performed in 2005. |
Individual Grants | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term | |||||||||||||||||||||||||||
Name | Number of Securities Underlying Options Granted | % of Total Options Granted to Employees in Fiscal Year | Exercise or Base Price ($/Share) | Expiration Date | 5%($) | 10%($) | |||||||||||||||||||||
Frederick M. Strader | 30,000 | (1) | 14.02% | $32.79 | March 10, 2010 | 271,778 | 600,559 | ||||||||||||||||||||
James H. Perry | — | — | — | — | — | — | |||||||||||||||||||||
Jonathan A. Greenberg | — | — | — | — | — | — | |||||||||||||||||||||
Stuart F. Gray | 5,000 | (1) | 2.34% | $31.31 | April 11, 2010 | 34,892 | 85,027 |
(1) | One-third of the options become exercisable the first anniversary of the date of grant, an additional one-third of the options become exercisable on the second anniversary of the date of grant, and the balance of the options become exercisable on the third anniversary of the date of grant. |
Name | Shares Acquired on Exercise(#) | Value Realized($) | Number of Securities Underlying Unexercised Options at Fiscal Year End Exercisable (E)/ Unexercisable (U) | Value of Unexercised In-the-Money Options at Fiscal Year End Exercisable (E)/ Unexercisable(U) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Frederick M. Strader | 0 | 0 | 195,000 | (E) | 4,916,950 | (E) | ||||||||||||
30,000 | (U) | 257,400 | (U) | |||||||||||||||
James H. Perry | 0 | 0 | 102,500 | (E) | 3,094,260 | (E) | ||||||||||||
5,000 | (U) | 119,700 | (U) | |||||||||||||||
Jonathan A. Greenberg | 0 | 0 | 8,334 | (E) | 96,841 | (E) | ||||||||||||
16,666 | (U) | 193,659 | (U) | |||||||||||||||
Stuart F. Gray | 0 | 0 | (E) | (E) | ||||||||||||||
5,000 | (U) | 50,300 | (U) |
the employment agreement, Mr. Strader will be entitled to receive on the closing date of a change of control of the Company (as defined in the employment agreement) an amount equal to 50% of his base salary.
annual allocations based upon a percentage of salary and interest earned on such participant’s account thereafter. The Retirement Plan also has options for early retirement and alternative forms of payment, including lump sum benefits and benefits for surviving spouses. The estimated annual benefit to be provided by the Company’s Retirement Plan and payable to Messrs. Strader, Perry, Greenberg, and Gray, commencing at normal retirement age, are $8,555.81, $33,816.89, $3,353.14, and $1,016.26, respectively.
Name | Plan name | Number of years credited service(#) | Normal retirement age(#) | Estimated normal retirement age benefit($) | Early retirement age(#) | Estimated early retirement annual benefit($) | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | (d) | (e) | (f) | (g) | ||||||||||||||||||||
Strader | UIC | 5 | 65 | 8,555.81 | 55 | 3,837.28 | ||||||||||||||||||||
Perry | UIC | 11 | 65 | 33,816.89 | 55 | 15,166.87 | ||||||||||||||||||||
Greenberg | UIC | 1 | 65 | 3,353.14 | 55 | 1,503.88 | ||||||||||||||||||||
Gray | UIC | 1 | 65 | 1,016.26 | 55 | 455.79 |
• | base salary compensation; |
• | annual cash incentive compensation; and |
• | long-term incentive compensation. |
in March 2005 under the Company’s MIP, and determined that he had earned an incentive compensation bonus of $410,000 for 2005. In September 2005, the Compensation Committee increased Mr. Strader’s annual salary from $400,000 to $450,000. The Compensation Committee believes that this rate of annual salary and incentive compensation is consistent with Mr. Strader’s job performance and the prevailing competitive marketplace for similarly experienced executives at similar companies, based on information provided by the independent outside compensation consultant. The Compensation Committee increased Mr. Strader’s annual salary and awarded Mr. Strader a discretionary bonus of $200,000 in September 2005 in recognition of the Company’s improved financial performance since 2003 and the strong performance of Mr. Strader over the preceding 12 months.
Thomas A. Corcoran, Chairman
Warren G. Lichtenstein
General Richard I. Neal (Retired)
UNITED INDUSTRIAL CORPORATION 2006 LONG TERM INCENTIVE PLAN
stock that are subject to awards other than “appreciation awards” (including restricted stock, performance shares or certain other stock-based awards) will be counted against this limit as three shares for every share granted. In general, if awards under the Plan are for any reason cancelled, forfeited, or expire or terminate unexercised, the shares covered by such awards will again be available for the grant of awards under the Plan.
sole discretion, subject to a minimum one-year vesting condition (as described below). Upon the exercise of an option, the participant must make payment of the full exercise price, either (i) in cash, check, bank draft or money order; (ii) solely to the extent permitted by law, through the delivery of irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee.
restricted stock will be based on one or more of the objective criteria set forth on Exhibit A to the Plan, included in Appendix B hereto and discussed in general below.
• | earnings per share, depreciation and amortization, earnings before interest and taxes; |
• | gross profit, gross profit return on investment; |
• | gross margin, gross margin return on investment; |
• | operating income, net income, cash flow, economic value added; |
• | revenue growth; |
• | working capital; |
• | specified objectives with regard to limiting the level of increase in all, or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee; |
• | return on equity, assets or capital; |
• | return on invested capital; |
• | net revenues; |
• | gross revenues; |
• | total shareholder return; |
• | fair market value of the shares of the common stock; |
• | the growth in the value of an investment in the common stock assuming the reinvestment of dividends; or |
• | reduction in expenses. |
• | restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges; |
• | an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or |
• | a change in accounting standards required by generally accepted accounting principles. |
not be adversely affected without the consent of such participant, and provided further that the approval of our shareholders will be obtained to the extent required by Delaware law, Sections 162(m) and 422 of the Internal Revenue Code, the New York Stock Exchange Listed Company Manual or the rules of such other applicable stock exchange, as specified in the Plan.
compensation), and (iii) in the event that the exercisability or vesting of any award is accelerated because of a change in control, payments relating to the awards (or a portion thereof), either alone or together with certain other payments, may constitute parachute payments under Section 280G of the Internal Revenue Code, which excess amounts may be subject to excise taxes and may be nondeductible by the Company.
Name and Position | Three-year Individual Target Award | |||||
---|---|---|---|---|---|---|
Frederick M. Strader — President and Chief Executive Officer | $ | 1,409,067 | ||||
James H. Perry — Vice President, Chief Financial Officer and Controller of the Company and Vice President and Chief Financial Officer of AAI | $ | 605,232 | ||||
Jonathan A. Greenberg — Vice President, General Counsel and Secretary | $ | 496,658 | ||||
All Executive Officers as a Group | $ | 2,510,957 | ||||
Non-Employee Directors as a Group | 0 | |||||
Non-Executive Officer Employees as a Group | $ | 3,806,409 |
(a) | (b) | (c) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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)) | |||||||||||
Equity Compensation Plans Approved by Security Holders | 1,005,370 | $ | 25.80 | 278,166 | ||||||||||
Equity Compensation Plans Not Approved by Security Holders | 0 | 0 | 0 | |||||||||||
Total | 1,005,370 | $ | 25.80 | 278,166 |
2005 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit fees | $ | 928,000 | $ | 735,000 | ||||||
Audit-related fees | $ | 98,000 | $ | 276,000 | ||||||
Tax fees | $ | 70,000 | $ | 55,000 | ||||||
All other fees | $ | 0 | $ | 0 | ||||||
Total | $ | 1,096,000 | $ | 1,066,000 |
Audit and Non-Audit Services Performed
by the Independent Auditors
application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, nor has KPMG provided to the Company a written report or oral advice regarding such principles or audit opinion.
Glen M. Kassan, Chairman
Thomas A. Corcoran
Robert F. Mehmel
AMONG UNITED INDUSTRIAL CORPORATION, RUSSELL 2000 INDEX,
FORMER CONSTRUCTED PEER GROUP INDEX AND NEW PEER GROUP INDEX
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000817/d19003line.jpg)
• | the name and address of the shareholder who intends to make the nomination, of all persons or entities acting in concert with the shareholder, and of the person or persons to be nominated; |
• | a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; |
• | a description of all arrangements or understandings between the shareholder and each nominee and any other person or entities acting in concert with the shareholder (naming such person or entities) pursuant to which the nomination or nominations are to be made by the shareholder; |
• | such other information regarding each nominee proposed by the shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated by the Board of Directors; |
• | the class and number of shares of the Company that are beneficially owned by the shareholder and all persons or entities acting in concert with the shareholder; and |
• | the consent of each nominee to being named in a proxy statement as nominee and to serve as a director of the Company if so elected. |
April 19, 2006 | By Order of the Board of Directors | |||||
Jonathan A. Greenberg Secretary |
2006 Long Term Incentive Plan
ARTICLE I PURPOSE | B-1 | |||||
ARTICLE II DEFINITIONS | B-1 | |||||
ARTICLE III ADMINISTRATION | B-6 | |||||
ARTICLE IV SHARE LIMITATION | B-8 | |||||
ARTICLE V ELIGIBILITY AND GENERAL REQUIREMENTS FOR AWARDS | B-10 | |||||
ARTICLE VI STOCK OPTIONS | B-11 | |||||
ARTICLE VIISTOCK APPRECIATION RIGHTS | B-13 | |||||
ARTICLE VIII RESTRICTED STOCK | B-15 | |||||
ARTICLE IX PERFORMANCE SHARES | B-16 | |||||
ARTICLE X OTHER STOCK-BASED AWARDS | B-17 | |||||
ARTICLE XI PERFORMANCE-BASED CASH AWARDS | B-19 | |||||
ARTICLE XIITERMINATION | B-20 | |||||
ARTICLE XIIINON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS | B-21 | |||||
ARTICLE XIVCHANGE IN CONTROL PROVISIONS | B-23 | |||||
ARTICLE XV TERMINATION OR AMENDMENT OF PLAN | B-23 | |||||
ARTICLE XVI UNFUNDED PLAN | B-24 | |||||
ARTICLE XVII GENERAL PROVISIONS | B-24 | |||||
ARTICLE XVIII EFFECTIVE DATE OF PLAN | B-27 | |||||
ARTICLE XIX TERM OF PLAN | B-27 | |||||
ARTICLE XX NAME OF PLAN | B-27 | |||||
EXHIBIT A PERFORMANCE GOALS |
2006 LONG TERM INCENTIVE PLAN
PURPOSE
DEFINITIONS
of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.
person, firm or corporation (other than the U.S. Government or its agencies) who or which is, or at any time from and after the date of grant of the Award was, a customer of the Company or of any of its Affiliates to become a customer for the same or similar products which it purchased from the Company or any of its Affiliates, or any other person, firm or corporation, or approaching any such customer for such purpose or authorize or knowingly approving the taking of such actions by any other person; or
Committee, equal to the difference between (a) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (b) the aggregate exercise price of such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation Right shall mean the right to receive a number of shares of Common Stock and/or cash, as determined by the Committee, equal to the difference between (i) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (ii) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.
ADMINISTRATION
residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. This Plan is intended to comply with the applicable requirements of Rule 16b-3 and with respect to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and this Plan shall be limited, construed and interpreted in a manner so as to comply therewith.
SHARE LIMITATION
ELIGIBILITY AND GENERAL REQUIREMENTS FOR AWARDS
STOCK OPTIONS
the National Association of Securities Dealers, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Stock Options or by payment in full or in part in the form of Common Stock owned by the Participant based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee, in its sole discretion). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.
STOCK APPRECIATION RIGHTS
grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award agreement, the Participant shall receive in cash or Common Stock, as determined by the Committee, an amount equal to the amount (a) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (b) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights, as applicable.
RESTRICTED STOCK
shall have delivered a duly signed stock power, endorsed in blank, relating to the Common Stock covered by such Award.
PERFORMANCE SHARES
the later of the date of any vesting of Performance Shares or the date of the Participant’s Termination, the Committee may direct (at any time within one year thereafter) that all unvested Performance Shares shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to any gain the Participant realized from any Performance Shares which had vested in the period referred to above.
OTHER STOCK-BASED AWARDS
sponsored or maintained by the Company or an Affiliate, performance units, dividend equivalent units, stock equivalent units, restricted stock units and deferred stock units. To the extent permitted by law, the Committee may, in its sole discretion, permit Eligible Employees and/or Non-Employee Directors to defer all or a portion of their cash compensation in the form of Other Stock-Based Awards granted under this Plan, subject to the terms and conditions of any deferred compensation arrangement established by the Company, which shall be intended to comply with Section 409A of the Code. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.
PERFORMANCE-BASED CASH AWARDS
TERMINATION
subject to restriction shall be forfeited; and (ii) any unvested Performance Shares, Other Stock-Based Awards or Performance-Based Cash Awards shall be forfeited.
NON-EMPLOYEE DIRECTOR
STOCK OPTION GRANTS
determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as determined by the Committee, in its sole discretion. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award agreement.
CHANGE IN CONTROL PROVISIONS
TERMINATION OR AMENDMENT OF PLAN
regulatory requirement referred to in Article XVII), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, without the approval of the stockholders of the Company in accordance with the laws of the State of Delaware, to the extent required by the applicable provisions of Rule 16b-3 or Section 162(m) of the Code, pursuant to the requirements of the New York Stock Exchange Listed Company Manual, or, to the extent applicable to Incentive Stock Options, Section 422 of the Code, no amendment may be made which would:
UNFUNDED PLAN
GENERAL PROVISIONS
before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.
EFFECTIVE DATE OF PLAN
TERM OF PLAN
NAME OF PLAN
PERFORMANCE GOALS
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000817/unitedindustriallogo.jpg)
ATTN: CORPORATE SECRETARY
HUNT VALLEY, MD 21030
VOTE BY INTERNET - www.proxyvote.com
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
VOTE BY MAIL
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | UNIND1 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
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UNITED INDUSTRIAL CORPORATION
Vote On Directors | ||||||||||||
1. | To elect six directors | For All ¨ | Withhold All ¨ | For All Except ¨ |
| |||||||
Vote On Proposals | For | Against | Abstain | |||||||||
2. | To consider and act upon a proposal to approve the 2006 Long Term Incentive Plan | ¨ | ¨ | ¨ | ||||||||
3. | To consider and act upon a proposal to ratify the appointment of KPMG LLP as independent auditor of the Company for the year ending December 31, 2006 | ¨ | ¨ | ¨ | ||||||||
4. | In their discretion, to act upon such other matters as may properly come before the meeting or any adjournment thereof | |||||||||||
PLEASE DATE, SIGN AND RETURN PROXY PROMPTLY | ||||||||||||
Note: | Please sign exactly as your name appears hereon. Executors, administrators, trustees, etc. should so indicate when signing, giving full title as such. If the signer is a corporation, execute in full corporate name by authorized officer. | |||||||||||
Yes | No | |||||||||||
Please indicate if you plan to attend the Annual Meeting. | ¨ | ¨ |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
United Industrial Corporation
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for the Annual Meeting of Shareholders — May 18, 2006
(To be signed on the reverse side.) | SEE REVERSE SIDE |