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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] | Preliminary Proxy Statement. | |
[ ] | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)). | |
[X] | Definitive Proxy Statement. | |
[ ] | Definitive Additional Materials. | |
[ ] | Soliciting Material Pursuant to Section 240.14a-12 |
AMER US GROUP CO.
Payment of Filing Fee (check the appropriate box):
[X] | No fee required. | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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: |
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
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AmerUs Group Co. | Roger K. Brooks | |
699 Walnut Street | Chairman and | |
Des Moines, IA 50309-3948 | Chief Executive Officer |
Sincerely, | |
Roger K. Brooks | |
Chairman and | |
Chief Executive Officer |
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By order of the board of directors | |
James A. Smallenberger | |
Senior Vice President and Secretary |
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1. | Why am I receiving these materials? |
2. | What information is contained in these materials? |
3. | What proposals will be voted on at the annual meeting? |
• | the election of one director to serve for a one-year term, one director to serve for a two-year term and four directors to serve for three-year terms; | |
• | the approval of an amendment of the Company’s 2003 Stock Incentive Plan to increase the number of shares of restricted shares or units issuable under the Plan from 225,000 to 450,000; |
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• | the approval of certain performance-based procedures to be followed by the Company in granting incentive compensation awards to certain senior executives in compliance with Section 162(m) of the Internal Revenue Code; and | |
• | the ratification of the audit committee’s appointment of Ernst & Young LLP as independent auditors of the Company for the 2005 fiscal year. |
4. | What are the Company’s voting recommendations? |
5. | What shares owned by me can be voted? |
6. | What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
7. | How can I vote my shares in person at the annual meeting? |
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8. | How can I vote my shares without attending the annual meeting? |
• | In writing: You can vote by signing and dating the enclosed proxy card and returning it in the enclosed envelope. | |
• | By telephone or the Internet: You can vote your proxies by touchtone telephone from within the U.S., using the toll-free telephone number on the proxy card, or by the Internet using the instructions described on the proxy card. Shareholders who own their common stock through a broker, also known as “street name” holders, may vote by telephone or the Internet if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy statement. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares of common stock and to confirm that their instructions have been properly recorded. |
Shareholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be paid by the shareholder. |
• | In person: You may vote in person at the annual meeting. Shares held beneficially may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares. |
9. | Can I change my vote? |
10. | How are votes counted? |
11. | What is the quorum requirement for the annual meeting? |
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12. | What is the voting requirement to approve each of the proposals? |
13. | What happens if additional proposals are presented at the annual meeting? |
14. | Who will count the vote? |
15. | Is my vote confidential? |
16. | Who will bear the cost of soliciting votes for the annual meeting? |
17. | What does it mean if I receive more than one proxy or voting instruction card? |
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18. | Where can I find the voting results of the annual meeting? |
19. | How can I view the shareholder list? |
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THOMAS F. GAFFNEY — NOMINEE — Tierra Verde, Florida. |
LOUIS A. HOLLAND — NOMINEE — Chicago, Illinois. |
WARD M. KLEIN — NOMINEE — St. Louis, Missouri. |
ANDREW J. PAINE Jr. — NOMINEE — Indianapolis, Indiana. |
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JACK C. PESTER — NOMINEE — Houston, Texas. |
HEIDI L. STEIGER — NOMINEE — Tuxedo Park, New York. |
DAVID A. ARLEDGE — Naples, Florida. |
ROGER K. BROOKS — Des Moines, Iowa. |
ALECIA A. DeCOUDREAUX — Indianapolis, Indiana. |
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THOMAS C. GODLASKY — Des Moines, Iowa. |
JOHN W. NORRIS Jr. — Dallas, Texas. |
STEPHEN STROME — Bloomfield Hills, Michigan. |
JOHN A. WING — Chicago, Illinois. |
F.A. WITTERN Jr. — Des Moines, Iowa. |
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Audit Committee |
• | have sole authority to appoint, retain, compensate, oversee, evaluate and replace the independent auditors; | |
• | review and pre-approve the engagement of the Company’s independent auditors to perform audit and non-audit services and related fees; | |
• | review the integrity of the Company’s financial reporting process; | |
• | review and discuss with management and independent auditors the Company’s quarterly and annual financial statements, including reviewing the Company’s specific disclosures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” | |
• | meet independently with the Company’s internal auditors, independent auditors and senior financial management; | |
• | review the general scope of the Company’s accounting, financial reporting, annual audit and internal audit functions, matters relating to internal control functions, and results of the annual audit; | |
• | review disclosures from the Company’s independent auditors regarding Independence Standards Board Standard No. 1. |
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Finance and Strategy Committee |
Human Resources and Compensation Committee |
Investment and Risk Management Committee |
Nominating and Corporate Governance Committee |
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• | Audit Committee Charter | |
• | Code of Business Conduct and Ethics | |
• | Code of Ethics for Senior Financial Officers | |
• | Corporate Governance Guidelines | |
• | Human Resources and Compensation Committee Charter | |
• | Nominating and Corporate Governance Committee Charter |
Shareholder Nominees |
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Director Qualifications |
Identifying and Evaluating Nominees for Directors |
Communication with Board of Directors |
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Amount and | ||||||||
Nature of | ||||||||
Beneficial | Percent of | |||||||
Name | Ownership(1) | Class(2) | ||||||
David A. Arledge(4)(9) | 8,082 | * | ||||||
Roger K. Brooks(3)(5)(8)(11) | 764,390 | 1.9 | % | |||||
Alecia A. DeCoudreaux(9) | 7,936 | * | ||||||
Thomas F. Gaffney(6)(9)(10) | 41,751 | * | ||||||
Thomas C. Godlasky(3)(7)(8)(11) | 309,497 | * | ||||||
Louis A. Holland(4)(9) | 5,000 | * | ||||||
Ward M. Klein(4)(9) | 2,522 | * | ||||||
John W. Norris Jr.(9)(10) | 30,551 | * | ||||||
Andrew J. Paine Jr.(9)(10) | 13,907 | * | ||||||
Jack C. Pester(9)(10) | 31,420 | * | ||||||
Heidi L. Steiger(4)(9) | 2,522 | * | ||||||
Stephen Strome(4)(9)(10) | 2,806 | * | ||||||
John A. Wing(9) | 27,864 | * | ||||||
F.A. Wittern Jr.(9)(10) | 17,364 | * | ||||||
Gregory D. Boal(3)(8)(11) | 17,220 | * | ||||||
Mark V. Heitz(3)(8)(11) | 356,455 | * | ||||||
Gary R. McPhail(3)(8)(11) | 282,837 | * | ||||||
Directors and executive officers as a group (19 persons) | 2,073,587 | 5.0 | % |
(1) | Unless otherwise indicated, each person has sole voting and dispositive power with respect to the shares shown. Some directors and executive officers share the voting and dispositive power over their shares with their spouses as community property, joint tenants or tenants in common. | |
(2) | An “*” indicates that the individual’s beneficial ownership of the Company’s common stock is less than one percent. | |
(3) | Includes beneficial interest in shares of the Company’s common stock held pursuant to the Company’s Savings & Retirement Plan (as defined on page 21 of this proxy statement). The attributed shares owned by the Company’s Savings & Retirement Plan are voted by the trustees as directed by their respective participants. | |
(4) | Includes 2,500 shares of restricted common stock awarded under the Company’s stock incentive plans to each of Messrs. Arledge, Holland, Klein and Strome and Ms. Steiger upon appointment to the board of directors. The shares have vesting and transfer restrictions for three years after the date of the award. | |
(5) | Includes 9,000 shares owned by his spouse and 15,000 shares owned by the RKB Partnership, L.P. | |
(6) | Includes 9,442 shares owned by his spouse through the Donna L. Gaffney Trust; 461 shares owned directly by his spouse; and 1,385 shares owned by Cory Associates, LLC for which he is a co-trustee. | |
(7) | Includes 12,122 shares owned by his spouse. | |
(8) | Includes shares of common stock that may be purchased upon the exercise of employee stock options exercisable on February 28, 2005, or within sixty days thereafter: Mr. Brooks — 585,000; |
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Mr. Godlasky — 263,000; Mr. Boal — 10,344; Mr. Heitz — 311,915; Mr. McPhail — 250,600; and all executive officers as a group — 1,532,348. | ||
(9) | Includes shares of common stock that were granted pursuant to the Company’s Non-Employee Director Stock Option Plan, the Company’s 2000 Stock Incentive Plan and the Company’s 2003 Stock Incentive Plan and may be purchased upon the exercise of stock options exercisable on February 28, 2005, or within sixty days thereafter: Mr. Arledge — 3,500; Ms. DeCoudreaux — 7,000; Mr. Gaffney — 17,000; Mr. Holland — 0; Mr. Klein — 0; Mr. Norris — 17,000; Mr. Paine — 7,000; Mr. Pester — 17,000; Ms. Steiger — 0; Mr. Strome — 0; Mr. Wing — 17,000; and Mr. Wittern — 9,500. |
(10) | Includes shares of common stock that were acquired through the Non-Employee Director Stock Plan, the Company’s 2000 Stock Incentive Plan and the Company’s 2003 Stock Incentive Plan which have vesting and transfer restrictions for two (2) years after the date of purchase: Mr. Gaffney — 5,087; Mr. Norris — 4,962; Mr. Paine — 4,810; Mr. Pester — 5,835; Mr. Strome — 306; and Mr. Wittern — 4,223. |
(11) | Includes performance units purchased under the terms of the MIP Deferral Plan. A description of the material features of the MIP Deferral Plan is contained in footnote (B) to the Summary Compensation Table on page 17 of this proxy statement: Mr. Brooks — 28,235; Mr. Godlasky — 2,808; Mr. Boal — 7,481; Mr. Heitz — 2,518; Mr. McPhail — 10,596; and all executive officers as a group — 72,631. |
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Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||||||||
Other Annual | Stock | Underlying | LTIP | All Other | |||||||||||||||||||||||||||||
Fiscal | Bonus | Compensation | Award(s) | Options/SARs | Payouts | Compensation | |||||||||||||||||||||||||||
Name and Principal Position | Year | Salary($)(A) | ($)(B) | ($)(C) | ($) | (#)(E) | ($)(F) | ($)(G) | |||||||||||||||||||||||||
Roger K. Brooks | 2004 | $ | 775,003 | $ | 2,250,000 | $ | — | $ | — | 50,000 | $ | — | $ | 307,274 | |||||||||||||||||||
Chairman and Chief | 2003 | 743,333 | 1,020,000 | — | — | 100,000 | — | 365,592 | |||||||||||||||||||||||||
Executive Officer of the Company | 2002 | 695,833 | 710,000 | — | — | 120,000 | — | 298,010 | |||||||||||||||||||||||||
Thomas C. Godlasky | 2004 | 600,002 | 900,000 | — | — | 40,000 | 36,115 | 216,337 | |||||||||||||||||||||||||
President and Chief | 2003 | 545,833 | 800,000 | — | — | 50,000 | 4,772 | 202,199 | |||||||||||||||||||||||||
Operating Officer of the Company | 2002 | 462,500 | 250,000 | — | — | 60,000 | — | 92,660 | |||||||||||||||||||||||||
Gregory D. Boal | 2004 | 450,001 | 650,000 | — | — | 23,000 | — | 41,817 | |||||||||||||||||||||||||
Executive Vice President | 2003 | 230,917 | 225,000 | — | — | 25,000 | — | 145,242 | |||||||||||||||||||||||||
and Chief Investment | 2002 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Officer of the Company and President and Chief Executive Officer of AmerUs Capital Management Group, Inc. | |||||||||||||||||||||||||||||||||
Mark V. Heitz | 2004 | 420,835 | 320,000 | — | — | 22,000 | — | 351,905 | |||||||||||||||||||||||||
President and Chief | 2003 | 400,000 | 300,000 | — | 35,000 | — | 380,011 | ||||||||||||||||||||||||||
Executive Officer of AmerUs Annuity Group, American Investors Life Insurance Company and Financial Benefit Life Insurance Company | 2002 | 395,833 | 175,000 | 310,000 | (D) | — | 50,000 | — | 472,830 | ||||||||||||||||||||||||
Gary R. McPhail | 2004 | 445,835 | 300,000 | — | — | 23,000 | — | 63,986 | |||||||||||||||||||||||||
President and Chief | 2003 | 420,833 | 250,000 | — | — | 40,000 | 32,500 | 161,514 | |||||||||||||||||||||||||
Executive Officer of AmerUs Life and ILICO | 2002 | 395,833 | 300,000 | — | — | 50,000 | — | 51,373 |
(A) | The salary shown for Mr. Boal for fiscal year 2003 is the amount paid from his date of hire, June 2, 2003, through December 31, 2003. | |
(B) | The Company’s annual management incentive plan (“MIP”) is a bonus plan for management employees including executive officers. In 2002 and 2003, the MIP incentive pool for executive officers was calculated using a formula based on net operating income per share. In 2004, the MIP incentive pool for executive officers was calculated using a formula equally based on net operating income per share and GAAP net income per share. Pursuant to the MIP, bonuses earned for performance in 2002, 2003 and 2004 were paid in 2003, 2004 and 2005 respectively. The Company also has an MIP deferral program that permits participating employees including executive officers to defer a portion of their annual bonus. Under the program, the employee may defer their receipt of cash or defer the MIP bonus to purchase stock units at a price equal to the fair market value of the Company’s common stock on the date of purchase. For 2004, the Company matched up to 50 percent of the units purchased pursuant to the deferral program up to a total match of $10,000. On the third anniversary of the employee’s deferral, the |
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employee may elect to re-defer the original deferral and company match. If the employee elects not to re-defer amounts deferred three years earlier, the Company distributes the value of the units in stock to the employee, provided the employee continued to be employed by the Company or one of its subsidiaries on that date. The entire Company match is forfeited if the employee’s employment terminates other than for retirement or position elimination prior to the third anniversary of the employee’s deferral. All stock units vest and may be settled within 90 days following a change of control as defined in the Supplemental Benefit Agreement described on page 22 of this proxy statement based on the fair market value of a share of Company stock on the last business day prior to a change of control. The human resources and compensation committee of the board of directors determines each year the maximum amount of bonus that can be deferred and the percentage match of the Company. For the 2004 bonus paid in 2005, the following amounts were deferred: Mr. Brooks — $375,000; Mr. Godlasky — $0; Mr. Boal — $325,000; Mr. Heitz — $20,000; and Mr. McPhail — $15,000. The Company match was 50 percent up to a maximum of $10,000. In addition, Mr. Brooks received in February 2005, in lieu of receiving performance units under the Company’s long-term incentive plan, an additional bonus of $750,000 for successfully managing the executive transition process during 2004. | ||
(C) | The value of perquisites provided to each of the Named Executive Officers was less than $50,000 during fiscal years 2002, 2003 and 2004. Perquisites provided to each of the Named Executive Officers consist of the following: monthly car allowance of $850, reimbursement for cost of preparing federal and state income tax returns, club membership dues and cost of bi-annual physical examination in excess of reimbursement under the Company medical plan. | |
(D) | Mr. Heitz received a special performance bonus in 2002. | |
(E) | The options were granted with an exercise price equal to the fair market value of the underlying stock on the date of grant. | |
(F) | Long term incentive compensation pursuant to the Performance Share Plan (the “PSP”). The PSP was discontinued as of 1998 and no awards were made in 1998 or 1999. Mandatory deferrals were required under the plan with each employee voluntarily electing payouts after three years or at termination/retirement. Mr. Brooks has a PSP payout election upon termination/retirement valued at $22,083, the value is adjusted annually based on the Company’s return on equity (“ROE”). ROE is calculated using the Company’s net operating income divided by the Company’s average equity excluding Accumulated Other Comprehensive Income. Messrs. Godlasky and McPhail received their final payouts in 2004 and 2003, respectively, and Messrs. Boal and Heitz did not participate in the PSP. | |
(G) | Amounts shown as “All Other Compensation” for 2002, 2003 and 2004 are comprised of the items set forth in the table below. |
Supplemental Executive | Excess Benefit | |||||||||||||||||||||||||||||||||||||||
Qualified Plan | Retirement Plan | Plan | ||||||||||||||||||||||||||||||||||||||
MIP | ||||||||||||||||||||||||||||||||||||||||
401(k) | Interim | Interim | Interim | Deferral | Additional | |||||||||||||||||||||||||||||||||||
Matching | Basic | Benefit | SERP Matching | Basic | Benefit | Benefit | Plan | Benefits | ||||||||||||||||||||||||||||||||
Contributions($) | Contributions($) | Supplement($) | Contributions($) | Contribution($) | Supplement($) | Supplement($) | ($)(H) | ($)(I) | ||||||||||||||||||||||||||||||||
Roger K. Brooks | 2004 | $ | 10,250 | $ | 8,000 | $ | 10,000 | $ | 68,877 | $ | 51,508 | $ | 112,417 | $ | 7,460 | $ | — | $ | 38,762 | |||||||||||||||||||||
2003 | 10,000 | 8,000 | 10,858 | 64,385 | 51,637 | 112,698 | 6,602 | 101,412 | — | |||||||||||||||||||||||||||||||
2002 | 10,000 | 6,800 | 14,841 | 65,406 | 61,374 | 133,948 | 5,641 | — | — | |||||||||||||||||||||||||||||||
Thomas C. Godlasky | 2004 | 10,250 | 8,000 | 3,080 | 69,063 | 29,208 | 11,245 | — | 85,491 | — | ||||||||||||||||||||||||||||||
2003 | 10,000 | 8,000 | 3,080 | 39,675 | 28,904 | 11,128 | — | 101,412 | — | |||||||||||||||||||||||||||||||
2002 | 10,000 | 6,800 | 2,618 | 39,255 | 24,539 | 9,448 | — | — | — | |||||||||||||||||||||||||||||||
Gregory D. Boal | 2004 | 10,250 | 8,000 | — | 22,381 | 1,186 | — | — | — | — | ||||||||||||||||||||||||||||||
2003 | 8,525 | — | — | 943 | — | — | — | — | 135,774 | |||||||||||||||||||||||||||||||
2002 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
Mark V. Heitz | 2004 | 10,250 | 8,000 | 7,000 | 31,292 | 20,382 | 17,835 | — | 191,517 | 65,630 | ||||||||||||||||||||||||||||||
2003 | 10,000 | 8,000 | 7,000 | 25,395 | 24,033 | 21,029 | — | 219,114 | 65,440 | |||||||||||||||||||||||||||||||
2002 | 10,000 | 6,800 | 5,950 | 30,042 | 14,917 | 13,052 | — | 326,269 | 65,440 | |||||||||||||||||||||||||||||||
Gary R. McPhail | 2004 | 10,250 | 8,000 | — | 21,096 | 24,640 | — | — | — | — | ||||||||||||||||||||||||||||||
2003 | 10,000 | 8,000 | — | 30,765 | 11,337 | — | — | 101,412 | — | |||||||||||||||||||||||||||||||
2002 | 10,000 | 6,800 | — | 17,453 | 17,120 | — | — | — | — |
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(H) | Amount includes the value of the Company match in stock units plus the appreciation in value of the stock units purchased by the Named Executive Officers with the annual bonus deferred in 2001 and reported in the Summary Compensation Table of the 2002 proxy statement. |
(I) | The amounts shown in the table reflect the following: (1) lump sum payment to Mr. Brooks in 2004 of vacation benefits accrued and frozen in 1991 at his then-current hourly pay rate, (2) payment to Mr. Boal in 2003 of a relocation benefit, and (3) payment of insurance premiums in 2002, 2003 and 2004, on behalf of Mr. Heitz for executive life insurance. |
Individual Grants | ||||||||||||||||||||||||
Potential Realizable Value at | ||||||||||||||||||||||||
Number of | % of Total | Assumed Annual Rates of | ||||||||||||||||||||||
Securities | Options | Stock Price Appreciation for | ||||||||||||||||||||||
Underlying | Granted to | Exercise | Option Term($)(3) | |||||||||||||||||||||
Options | Employees in | Price | Expiration | |||||||||||||||||||||
Name | Granted(1) | Fiscal Year(2) | ($/sh) | Date | 5% | 10% | ||||||||||||||||||
Roger K. Brooks | 50,000 | 15.24 | % | $ | 37.62 | 2/13/2014 | $ | 1,182,951 | $ | 2,997,830 | ||||||||||||||
Thomas C. Godlasky | 40,000 | 12.19 | % | 37.62 | 2/13/2014 | 946,361 | 2,398,264 | |||||||||||||||||
Gregory D. Boal | 23,000 | 7.01 | % | 37.62 | 2/13/2014 | 544,157 | 1,379,002 | |||||||||||||||||
Mark V. Heitz | 22,000 | 6.71 | % | 37.62 | 2/13/2014 | 520,498 | 1,319,045 | |||||||||||||||||
Gary R. McPhail | 23,000 | 7.01 | % | 37.62 | 2/13/2014 | 544,157 | 1,379,002 |
(1) | These options were granted on February 13, 2004 at the then fair market value of the Company’s common stock. The options vest and become exercisable in one-fifth increments annually, beginning on February 13, 2005. Upon a change of control, the options shall immediately vest and become exercisable in full for a period beginning on the date of the change of control and ending on the options’ applicable expiration date. The definition of a change of control is the same as that term is defined in the Supplemental Benefit Agreement described on page 22 of this proxy statement. As provided in the Plan, upon actual retirement, Mr. Brooks’ options become immediately vested and exercisable as he has reached the normal retirement age of 65. |
(2) | Total options granted to employees during the fiscal year were 328,055. |
(3) | Potential realizable value is based on the assumption that the common stock price appreciates at the annual rate shown (compounded annually) from the date of grant until the end of the ten-year option period. The Company’s stock price at the end of the ten-year term for the options granted to all Named Executive Officers are $61.28 and $97.58, for five percent and ten percent appreciation, respectively. The numbers are calculated based on requirements promulgated by the SEC. The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised (if the executive were to sell the shares on the date of exercise), so there is no assurance that the value realized will be at or near the potential realizable value as calculated in this table. The total gain to all shareholders using all Named Executive Officers’ values would be $932,949,214 and $2,364,276,481 at five percent and ten percent annual appreciation, respectively. The aggregate gains for the Named Executive Officers represent less than 0.40 percent of the gain to all shareholders. |
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Number of Securities | Value of Unexercised In-the- | |||||||||||||||||||||||
Shares | Underlying Unexercised | Money Options at FY- | ||||||||||||||||||||||
Acquired | Options at FY-End(#) | End($)(1) | ||||||||||||||||||||||
on Exercise | Value | |||||||||||||||||||||||
Name | (#) | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Roger K. Brooks(2) | 165,000 | $ | 2,486,925 | 515,000 | 170,000 | $ | 9,667,275 | $ | 2,149,200 | |||||||||||||||
Thomas C. Godlasky | — | — | 225,000 | 100,000 | 3,914,200 | 1,189,800 | ||||||||||||||||||
Gregory D. Boal | — | — | 5,000 | 43,000 | 88,850 | 532,040 | ||||||||||||||||||
Mark V. Heitz | — | — | 283,848 | 66,667 | 5,596,180 | 805,529 | ||||||||||||||||||
Gary R. McPhail | — | — | 221,333 | 71,667 | 3,877,981 | 887,409 |
(1) | Based on a closing stock price of $45.30 per share on December 31, 2004, the last business day of the Company’s fiscal year and the exercise price of in-the-money options multiplied by the number of shares subject to in-the-money options. |
(2) | As provided in the option plans, upon actual retirement, Mr. Brooks’ options become immediately vested and exercisable as he has reached the normal retirement age of 65. |
Number | Performance | Estimated Future Payouts (1) | ||||||||||||||||||
of | Period until | |||||||||||||||||||
Shares | Maturation or | Threshold | Target | Maximum | ||||||||||||||||
Name | (#)(3) | Payout (4) | (#) | (#) | (#) | |||||||||||||||
Roger K. Brooks(2) | — | — | — | — | — | |||||||||||||||
Thomas C. Godlasky | 15,000 | 12/31/2005 | 7,500 | 15,000 | 30,000 | |||||||||||||||
Gregory D. Boal | 9,400 | 12/31/2005 | 4,700 | 9,400 | 18,800 | |||||||||||||||
Mark V. Heitz | 9,000 | 12/31/2005 | 4,500 | 9,000 | 18,000 | |||||||||||||||
Gary R. McPhail | 9,400 | 12/31/2005 | 4,700 | 9,400 | 18,800 |
(1) | Payouts will be in shares of the Company’s common stock. |
(2) | Mr. Brooks did not receive an award in 2004 due to the expected leadership transition in 2005. |
(3) | Represents performance shares granted based on performance at target. |
(4) | Performance is measured over a two-year period beginning January 1, 2004. It is anticipated that future performance periods will be three years. Upon a change of control, all non-vested performance shares shall vest and be paid out based upon the performance achieved as determined by the human resources and compensation committee as of the date of the change of control. Change of control is defined in Section 1(f) of the 2003 Stock Incentive Plan, attached hereto as Appendix C. |
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Monthly | ||||
Name | Benefits($) | |||
Roger K. Brooks | 17,363 | |||
Thomas C. Godlasky | 671 | |||
Gregory D. Boal | 0 | |||
Mark V. Heitz | 0 | |||
Gary R. McPhail | 0 |
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• | Attract and retain high-performing executives | |
• | Align compensation opportunities with the financial and stock performance of the Company | |
• | Reward executives for achievement of short- and long-term strategic goals through the use of variable compensation plans | |
• | Align the interests of executives with those of shareholders’ through an emphasis on long-term incentives and equity compensation opportunities | |
• | Provide meaningful recognition of individual contributions to overall Company performance |
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John W. Norris Jr., Chairman | |
David A. Arledge | |
Alecia A. DeCoudreaux | |
Thomas F. Gaffney | |
Ward M. Klein |
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12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | |||||||||||||||||||
AmerUs Group Co. | $ | 100.00 | $ | 143.62 | $ | 160.94 | $ | 128.60 | $ | 160.85 | $ | 210.23 | ||||||||||||
Peer Group | 100.00 | 130.48 | 127.28 | 109.15 | 138.93 | 166.46 | ||||||||||||||||||
Russell 2000 | 100.00 | 96.98 | 99.39 | 79.03 | 116.38 | 137.71 |
* | Source: SNL Financial LC, Charlotteville, VA |
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(c) Number of Securities | ||||||||||||
Remaining Available for | ||||||||||||
(a) Number of Securities to | (b) Weighted-Average | Future Issuance Under Equity | ||||||||||
be Issued Upon Exercise | Exercise Price of | Compensation Plans | ||||||||||
of Outstanding Options, | Outstanding Options, | (Excluding Securities | ||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | Reflected in Column (a)) | |||||||||
Equity compensation plans approved by security holders | 4,217,685 | $ | 24.38 | 1,076,030 | ||||||||
Equity compensation plans not approved by security holders(1) | 78,400 | 31.16 | 21,600 | |||||||||
Total | 4,296,085 | $ | 24.51 | 1,097,630 | ||||||||
(1) | Includes stock appreciation rights under the Non-Employee Plan which may be paid in cash or Company common stock. The Company’s practice has been to pay such grants in cash on exercise thereof. |
Equity Compensation Plans not Approved by Security Holders |
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Number of Securities Underlying: | ||||||||
Options | Performance Shares | |||||||
Granted | Granted(1) | |||||||
Roger K. Brooks | 50,000 | 0 | ||||||
Thomas C. Godlasky | 40,000 | 15,000 | ||||||
Gregory D. Boal | 23,000 | 9,400 | ||||||
Mark V. Heitz | 22,000 | 9,000 | ||||||
Gary R. McPhail | 23,000 | 9,400 | ||||||
All Executive Officers as a Group | 195,000 | 56,800 | ||||||
All Non-Employee Directors as a Group | 31,500 | 0 | ||||||
All Non-Executive Officer Employees as a Group | 133,055 | 0 |
(1) | Represents performance shares under the LTIP based on performance at target. If the maximum performance goal is achieved, the performance shares earned will be two times the target performance shares. |
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1. It is payable on account of the attainment of one or more pre-established, objective performance goals; | |
2. The performance goals are established by a compensation committee of the board of directors that is comprised solely of outside directors; | |
3. The material terms of the compensation and performance goals are approved by shareholders; and | |
4. The compensation committee certifies achievement of such goals before payment. |
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• | Net income or adjusted net operating income (before or after taxes) | |
• | Net income per share (before or after taxes) | |
• | Adjusted net operating income per share (before or after taxes) | |
• | Revenue growth | |
• | Return on assets, equity or invested capital | |
• | Gross or operating margins | |
• | Expenses or reduction in expenses |
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• | Increase in surplus | |
• | Book value (including or excluding accumulated other comprehensive income (“AOCI”) and/or dividend payments) | |
• | Book value per share (including or excluding AOCI and/or dividend payments) | |
• | Share price | |
• | Total shareholder return |
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Andrew J. Paine Jr., Chairman | |
David A. Arledge | |
Jack C. Pester | |
F. A. Wittern Jr. |
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Fiscal 2004 | % of Total | Fiscal 2003 | % of Total | |||||||||||||||
Audit fees(a) | $ | 2,909,978 | 70.4 | % | $ | 1,408,374 | 50.8 | % | ||||||||||
Audit related fees(b) | 105,725 | 2.6 | 112,631 | 4.1 | ||||||||||||||
Tax fees(c): | ||||||||||||||||||
Tax compliance/preparation | 951,037 | 23.0 | 1,077,375 | 38.9 | ||||||||||||||
Other tax services | 120,309 | 2.9 | 172,690 | 6.2 | ||||||||||||||
Total tax fees | 1,071,346 | 25.9 | 1,250,065 | 45.1 | ||||||||||||||
All Other fees(d) | 48,970 | 1.2 | — | — | ||||||||||||||
Total | $ | 4,136,019 | 100.0 | % | $ | 2,771,070 | 100.0 | % | ||||||||||
(a) | Audit fees represent fees for professional services rendered for the audit of the Company’s consolidated annual financial statements, audit of management’s assessment of the effectiveness of the Company’s internal control over financial reporting, review of the interim consolidated financial statements included in quarterly reports, audit services provided in connection with other statutory and regulatory filings, including related comfort letters in connection with public and non-public offerings and consultation services on the application of accounting standards and related matters addressed during the audit and review of interim consolidated financial statements. All of the work was performed by full-time permanent employees of Ernst & Young LLP. | |
(b) | Audit-related fees consisted primarily of benefit plan audits, accounting and consultation services concerning financial accounting and reporting standards (on matters not addressed during audit and review procedures), internal control related matters and attest services not required by statute or regulation. | |
(c) | Tax fees consisted of tax compliance/preparation services and other tax services. Tax compliance/preparation consisted of fees related to federal, state and local tax compliance for the Company and its operating subsidiaries and other tax advisory and planning services including preparing tax refund requests. Other tax services includes other tax advisory, assistance and consultation services. | |
(d) | All other fees consisted of fees for audit, tax preparation and consultation services rendered for two convertible hedge funds managed by an affiliate of the Company. |
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Shareholder Proposals |
Nomination of Director Candidates |
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Copy of By-law Provisions |
By order of the board of directors | |
James A. Smallenberger | |
Senior Vice President | |
and Secretary |
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a. the quality and integrity of the Company’s financial statements; | |
b. the Company’s compliance with legal and regulatory requirements; | |
c. the qualifications and independence of the Company’s external auditor (independent auditor); and | |
d. the performance of the Company’s internal audit function (internal audit) and the independent auditor; and |
1. meets the independence requirements of the New York Stock Exchange (NYSE) and | |
2. otherwise satisfies the applicable requirements for audit committee service imposed by the Securities Exchange Act of 1934, as amended (Act), or the NYSE. |
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a. all critical accounting policies and practices to be used in the annual audit; | |
b. all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; | |
c. other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences. |
a. the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and |
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b. the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Review periodically with management and internal audit these procedures and any significant complaints received. |
27. | Perform such other duties and responsibilities, consistent with this charter and governing law, delegated to the committee by the board. |
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a. fees paid to directors for service on the board of the Company or, at the request of the Company, on the board of an affiliate or subsidiary, | |
b. additional fees paid to directors for service on a committee of the board (including the audit committee) and/or for serving as the chairman of such a committee and | |
c. a pension or other deferred compensation for prior service that is not contingent on future services on the board. |
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• | educational programs supplemental to the initial orientation to explain the Company’s business operations, including its technology, products and market position, | |
• | material that contains information pertaining to (i) the Company’s industry and (ii) comparisons of the Company with its major competitors and | |
• | access to, or notice of, continuing educational programs that are designed to keep directors abreast of the latest developments in corporate governance matters and critical issues relating to the operation of public company boards. |
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• | has not been an employee of the Company for at least three years, other than in the capacity as a former interim chairman or interim chief executive officer; | |
• | has not, during the last three years, been affiliated with or employed by a present or former auditor of the Company or of any affiliate of the Company; | |
• | has not, during the last three years, been employed as an executive officer by a company for which an executive officer of the Company concurrently served as a member of such company’s compensation committee; | |
• | has no immediate family members who did not satisfy the foregoing criteria during the last three years; provided, however, that with respect to the employment criteria, such director’s immediate family member may have (i) been affiliated with or employed by a present or former auditor of the Company or of any affiliate of the Company other than in a professional capacity and (ii) served as an employee but not as an executive officer of the Company during such period; | |
• | has not received, and has no immediate family member who has received, during the last three years, more than $100,000 in any year in direct compensation from the Company (other than in his or her capacity as a member of the board of directors or any committee of the board or pension or other deferred compensation for prior service, provided that such compensation is not contingent in any way on continued service); provided, however, that compensation to such director’s immediate family member as a non-executive employee shall not be considered in determining independence; | |
• | has not been an executive officer or an employee, and has no immediate family member who has been an executive officer, of a company that made payments to, or received payments from, the Company for property or services in any of the last three years in an amount which, in any single fiscal year, exceeds the greater of $1 million, or two percent of such other company’s consolidated gross revenues; | |
• | has not been, and has no immediate family member who has been, an executive officer of a foundation, university, non-profit trust or other charitable organization, for which the Company and its respective trusts or foundations, account or accounted for more than $1 million or two percent, whichever is greater, of such charitable organization’s consolidated gross revenues, in any of the last three years; and | |
• | does not serve, and has no immediate family member who has served, as an executive officer or general partner of an entity that has received an investment from the Company or any of its subsidiaries, unless such investment is less than $1 million or two percent of such entity’s total invested capital, whichever is greater, in any of the last three years. |
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• | have demonstrated management or technical ability at high levels in successful organizations; | |
• | are currently employed in positions of significant responsibility and decision making; | |
• | have experience relevant to the Company’s operations, such as finance, marketing, general management, government, information technology, or financial services related activities; | |
• | are well-respected in their business and home communities; | |
• | are willing to devote the necessary time to carrying out their board duties; and | |
• | are independent under NYSE guidelines. |
• | highest level of integrity; | |
• | proven leadership abilities; | |
• | strong independent thinking; | |
• | history of achievement that reflects high standards for himself or herself and others; | |
• | skills and capacity to provide strategic insight; | |
• | financial literacy; | |
• | candor in communications; | |
• | effective communication skills; and | |
• | willingness and ability to evaluate, challenge and stimulate. |
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1. If granted in conjunction with a Stock Option, Stock Appreciation Rights shall be exercised only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 5 and this Section 6 of the Plan. | |
2. Subject to the term limit in paragraph (b) of Section 5 of the Plan, Stock Appreciation Rights not granted in conjunction with Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant; provided, however, that notwithstanding anything contained in the Plan to the contrary, except pursuant to Section 6 (c) (8) of the Plan and in connection with any Change of Control, no Stock Appreciation Right shall be exercisable prior to first anniversary date of the granting of the Stock Appreciation Right. | |
3. Upon exercise of a Stock Appreciation Right, an Optionee shall be entitled to receive up to, but not more than, an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the option price per share specified in the related Stock Option agreement (or the exercise price stated in the Stock Appreciation Right agreement for Stock Appreciation Rights not granted in conjunction with Stock Options) multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment; provided, however, the Committee shall accept no form of payment that would violate applicable law. | |
4. Stock Appreciation Rights whether or not granted in conjunction with a Stock Option shall be transferable only when and to the extent that a Stock Option would be transferable under paragraph (e) of Section 5 of the Plan. | |
5. Upon the grant of a Stock Appreciation Right granted in conjunction with a Stock Option, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been granted for the purpose of the limitation set forth in Section 3 of the Plan on the maximum number of shares subject to Awards which may be granted under the Plan in any one year and the maximum number of shares subject to Awards which may be granted to any one individual in any one year, but shall |
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not be deemed to have been issued for purposes of the limitation set forth in Section 3 of the Plan on the total number of shares of Stock to be issued under the Plan to the extent the Optionee received cash to satisfy the Stock Appreciation Right. | |
6. A Stock Appreciation Right granted in connection with an Incentive Stock Option may be exercised only if and when the market price of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Stock Option. | |
7. Stock Appreciation Rights not granted in conjunction with Stock Options shall be deemed to have been granted for purposes of the limitations set forth in Section 3 of the Plan on the total number of shares of stock subject to Awards which may be granted under the Plan in any one year and the maximum number of shares of stock subject to Awards which may be granted under the Plan to any individual in any one year and shall also be deemed to have been issued for purposes of the limitations set forth in Section 3 of the Plan on the total number of shares of stock to be issued under the Plan. | |
8. All of the terms relating to the exercise, cancellation or other disposition of a Stock Appreciation Right upon a termination of employment with, or service to, the Company or a Subsidiary or an Affiliate of the Participant receiving the Stock Appreciation Right, whether by reason of Disability, Retirement, death, or other termination shall be determined by the Committee. Such determination shall be made at the time of the grant of such Stock Appreciation Right and shall be specified in the written agreement evidencing such Stock Appreciation Right, unless otherwise determined by the Committee at the time of the grant. If the employment of a Participant receiving the Stock Appreciation Right is terminated for Cause, and such Stock Appreciation right is unvested, the Stock Appreciation Right shall terminate immediately as of the date of the termination of employment. | |
9. Vesting. The Committee shall determine the vesting period applicable to any Stock Appreciation Right Award; provided, however, that no Stock Appreciation Right Award shall vest prior to the first anniversary of the Award grant, except to the extent the Stock Appreciation Right becomes exercisable under the proviso to Section 6 (c) (2). |
1. Restricted Stock Awards must be accepted within a period of sixty (60) days (or such shorter period as the Committee may specify) after the Award date by executing a Restricted Stock Award Agreement and paying whatever price, if any, is required. | |
2. A stock certificate in respect of shares of Restricted Stock shall be issued in the name of each Participant who is awarded Restricted Stock. Such certificate shall be registered in the name of the |
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Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: |
“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the AmerUs Group Co. Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and the Company. Copies of such Plan and Agreement are on file on in the offices of the Company, (699 Walnut St, Des Moines, Iowa 50309).” |
3. The Committee shall require that the stock certificates evidencing such shares of Restricted Stock be held in custody by the Company until the restrictions thereon have lapsed, and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such Award. | |
4. All of the terms relating to the satisfaction of specified performance goals and the termination of any period designated by the Committee during which the Stock or units subject to the Restricted Stock Award may not be sold, transferred, pledged or assigned, or any cancellation or forfeiture of such Restricted Stock Award upon a termination of employment with or service to the Company or any Subsidiary or any Affiliate of the holder of such Restricted Stock Award, whether by reason of Disability, retirement, death or other termination shall be set forth in the written agreement relating to such Restricted Stock Award. Unless otherwise determined by the Committee at grant, if a holder’s employment with the Company, any Subsidiary, or any Affiliate terminates or is involuntarily terminated with Cause, the portion of the Restricted Stock Award which is subject to a Restriction Period on the effective date of such holders’ termination of employment or service shall be forfeited by such holder and such portions shall be canceled by the Company. |
1. Subject to the provisions of the Plan and the Restricted Stock Award Agreements, during such period as may be set by the Committee commencing on the grant date (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign Restricted Stock or Restricted Stock Units awarded under the Plan. Subject to the limitation contained in the last sentence of Section 7(a) of the Plan, the Committee may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on performance and/or such factors as the Committee may determine, in its sole discretion. | |
2. Except as provided in paragraph c (1) of this Section 7, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote and receive any dividends, and with respect to Restricted Stock Units, a Participant shall have no right to vote or receive dividends until such time as the shares of Stock attributable to such Restricted Stock Unit have been issued. Dividends paid in Stock or other securities of the Company or Stock received in connection with a stock split with respect to Restricted Stock Awards shall be subject to the same restrictions as on such Restricted Stock or Restricted Stock Unit, as the case may be. Certificates for shares of unrestricted Stock shall be delivered to the Participant promptly after, and only after, the period of forfeiture shall expire without forfeiture in respect to any Restricted Stock Award. |
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1. The Committee will compare the actual performance to the performance goals established for the Performance Period and determine the number of Cash Incentive Units as to which settlement is to be made, and the value of such Cash Incentive Units; and | |
2. Settlement of Cash Incentive Units earned shall be wholly in cash to be distributed in a lump sum or installments, as determined by the Committee, in its sole discretion. |
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• | Net income or adjusted net operating income (before or after taxes) | |
• | Net income per share (before or after taxes) | |
• | Adjusted net operating income per share (before or after taxes) | |
• | Revenue growth | |
• | Return on assets, equity or invested capital | |
• | Gross or operating margins | |
• | Expenses or reduction in expenses | |
• | Increase in surplus | |
• | Book value (including or excluding Accumulated Other Comprehensive Income (“AOCI”) and/or dividend payments) | |
• | Book value per share (including or excluding AOCI and or dividend payments) | |
• | Share price | |
• | Total shareholder return |
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a. Affirm the formula for determining the size of the Bonus Pool | |
b. Specify the executives that will be entitled to participate in the Bonus Pool (each a “Participant”) and | |
c. For each Participant, specify a maximum award, expressed as a percentage of the Bonus Pool. The maximum award shall include any match under the Company’s MIP Deferral Plan. The maximum percentage that may be paid to anyone Participant will not exceed 40% of the Bonus Pool. The total of the maximum percentages for all Participants shall not exceed 100% of the Bonus Pool. |
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THE BOARD OF DIRECTORS OF AMERUS GROUP CO. RECOMMENDS THAT YOU VOTE “FOR ALL” IN PROPOSAL 1, AND “FOR” PROPOSALS 2, 3, AND 4 | Please Mark Here for Address Change or Comments SEE REVERSE SIDE | o |
1. Election of Directors (Mark only one box): | ||||||||||||||
2. | Proposal to amend the Company’s 2003 Stock Incentive Plan | FOR o | AGAINST o | ABSTAIN o | ||||||||||
Nominees: | ||||||||||||||
01 Thomas F. Gaffney 02 Louis A. Holland 03 Ward M. Klein 04 Andrew J. Paine Jr. 05 Jack C. Pester 06 Heidi L. Steiger | FOR ALL o | WITHHOLD o | FOR ALL EXCEPT o | 3. | Proposal to approve performance-based procedures to be followed in granting incentive compensation awards. | FOR o | AGAINST o | ABSTAIN o | ||||||
FOR | AGAINST | ABSTAIN | ||||||||||||
Instruction: To withhold authority to vote for any individual nominee, mark “FOR ALL EXCEPT” and write that nominee’s name in the space provided below. | 4. | Proposal to ratify the appointment of Ernst &Young LLP as independent auditors of the Company for the 2005 fiscal year. | o | o | o | |||||||||
Signature Signature Date
NOTE: Please sign as your name is printed on this card. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please sign with full title.
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
http://www.proxyvoting.com/amh Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. | OR | 1-800-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. | OR | Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
You can view the Annual Report and
Proxy Statement on the Internet at
http://www.amerus.com/invrel/2005annual.cfm
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PROXY FOR ANNUAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERUS GROUP CO.
The undersigned hereby appoints Roger K. Brooks and James A. Smallenberger proxies, each with power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, as designated on the other side, all the shares of stock of AmerUs Group Co. standing in the name of the undersigned with all powers which the undersigned would possess if present at the Annual Meeting of Shareholders of AmerUs Group to be held April 28, 2005 or any adjournments thereof.
PROXIES WILL BE VOTED AS DIRECTED OR SPECIFIED. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES FOR DIRECTOR, “FOR” ITEMS 2, 3 AND 4, AND IN THE DISCRETION OF THE NAMED PROXIES ON ALL OTHER MATTERS.
IF YOU DO NOT VOTE VIA THE INTERNET OR BY TELEPHONE,
SIGN AND DATE THIS PROXY ON THE REVERSE SIDE
AND RETURN IT IN THE ENCLOSED ENVELOPE.
(Continued, and to be signed and dated, on the reverse side)
5 FOLD AND DETACH HERE 5
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