(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by a party other than the registranto
Check the appropriate box:
o Preliminary proxy statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive proxy statement
o Definitive additional materials
o Soliciting material pursuant to Rule 14a-12
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
![LOGO](https://capedge.com/proxy/DEF 14A/0000950123-10-030004/k49006k4900600.gif)
EAST LANSING, MICHIGAN 48823
![-s- R. Kevin Clinton,](https://capedge.com/proxy/DEF 14A/0000950123-10-030004/k49006k4900601.gif)
![LOGO](https://capedge.com/proxy/DEF 14A/0000950123-10-030004/k49006k4900600.gif)
EAST LANSING, MICHIGAN 48823
(517) 351-1150
![-s- ANNETTE E. FLOOD](https://capedge.com/proxy/DEF 14A/0000950123-10-030004/k49006k4900602.jpg)
1301 North Hagadorn Road
East Lansing, Michigan 48823
(517) 351-1150
1. Q: | Who may vote? | |
A: | Shareholders of our common stock as of the close of business on the record date of March 15, 2010 are entitled to vote at the Annual Meeting. Our common stock is our only class of outstanding voting securities. | |
2. Q: | What am I voting on? | |
A: | You are being asked to vote on the election of two Class III directors to serve until the 2013 Annual Meeting of Shareholders. You are also being asked to ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm to audit our consolidated financial statements for 2010. | |
3. Q: | When and where will the Annual Meeting be held? | |
A: | The meeting will be held at 8:30 a.m. Eastern Time on May 11, 2010 at our headquarters located at 1301 North Hagadorn Road, East Lansing, Michigan 48823. | |
4. Q: | What is the difference between a shareholder of record and a beneficial owner? | |
A: | You are considered a shareholder of record if your shares are registered directly in your name with our transfer agent (Illinois Stock Transfer Company). The proxy statement, proxy card and annual report are being mailed directly to you. Whether or not you plan to attend the Annual Meeting, we urge you to vote your proxy card either by telephone, Internet or by mail to ensure that your vote is counted. | |
You are considered a beneficial owner if your shares are held in a stock brokerage account or by a bank or other nominee. This is also commonly referred to as holding shares in “street name.” For shareholders that own their shares in street name, a Notice of Internet Availability of Proxy Materials (the “Notice”) was sent out that includes instructions on how to access and review the proxy materials on the Internet. The Notice also includes instructions for our street name shareholders on how to access the proxy card to vote over the Internet. You are also invited to attend the Annual Meeting. However, since as a beneficial owner you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a legal proxy from your bank, broker or other agent or nominee. |
5. Q: | How do I cast my vote? | |
A: | There are four different ways you may cast your vote this year. You may vote by: | |
(1) telephone,using the toll-free number listed on each proxy card, if you are a shareholder of record. Please follow the instructions on your proxy card. If you vote using the telephone, you do not need to mail in your proxy card; | ||
(2) Internet,go to the voting site at http:/www.ilstk.com, click on “I am a Shareholder,” select “Internet Voting” and follow the instructions on the screen. When prompted for your Voter Control Number, enter the number printed just above your name on the front of the proxy card. If you vote using the Internet, you do not need to mail in your proxy card; | ||
(3) signing, dating and mailingeach proxy card and returning it in the envelope provided; or | ||
(4) attending the Annual Meetingand voting in person if you are a shareholder of record or, if you are a beneficial owner and have a legal proxy from the shareholder of record. | ||
A Notice was sent out to shareholders who hold their shares in “street name” that included instructions on how to access the proxy card to vote over the Internet. | ||
6. Q: | How do I vote if I attend the Annual Meeting? | |
A: | If you are a shareholder of record, you can attend the Annual Meeting and vote in person the shares you hold directly in your name. If you choose to do that, please bring the enclosed proxy card or proof of identification. If you want to vote in person at our Annual Meeting and you hold our common stock through a bank, broker or other agent or nominee, you must obtain a power of attorney or other proxy authority from that organization and bring it to our Annual Meeting. Follow the instructions from your bank, broker or other agent or nominee included with these proxy materials, or contact your bank, broker or other agent or nominee to request a power of attorney or other proxy authority. If you vote in person at the Annual Meeting, you will revoke any prior proxy you may have submitted. | |
7. Q: | How do I revoke or change my vote? | |
A: | You may revoke your proxy and change your vote at any time prior to voting at the Annual Meeting by: | |
(1) notifying our corporate Secretary in writing; | ||
(2) voting by telephone or Internet prior to Sunday, May 9, 2010 at 11:59 p.m. Central Time, since only your latest vote will be counted; | ||
(3) signing and returning, prior to the Annual Meeting, another proxy card that is dated after the date of the vote (by telephone, Internet or proxy card) you wish to revoke or change; or | ||
(4) voting in person at the Annual Meeting (if you are a shareholder of record or have a legal proxy from a shareholder of record). | ||
If your shares are held in street name, refer to the Notice that was sent to you or you may contact your broker or nominee to revoke your proxy. | ||
8. Q: | How many shares can vote at the Annual Meeting? | |
A: | As of the record date, 9,696,287 shares of our common stock were outstanding. Every shareholder of common stock is entitled to one vote for each share held. | |
9. Q: | What is a “quorum?” | |
A: | A “quorum” is the number of shares that must be present, in person or by proxy, in order for business to be transacted at the meeting. The required quorum for the Annual Meeting is a majority of the shares outstanding on the record date. There must be a quorum present for the meeting to be held. All shares represented at the Annual Meeting in person or by proxy (including those voted by telephone or Internet) will be counted toward the quorum. |
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10. Q: | Who will count the vote? | |
A: | A representative from the Illinois Stock Transfer Company, our transfer agent, will count the votes and act as inspector of election. | |
11. Q: | Who can attend the Annual Meeting? | |
A: | All shareholders who owned shares on March 15, 2010, may attend. Please indicate that you plan to attend by checking the box on your proxy card, or pressing the appropriate key if voting by telephone or by Internet. | |
12. Q: | How will the voting on any other business be conducted? | |
A: | If any other business is properly presented at the Annual Meeting, R. Kevin Clinton and Frank H. Freund, officers of the Company and the named proxies, generally will have authority to vote your shares voted on our proxy card on such matters in their discretion. | |
13. Q: | How is my proxy tabulated if I sign and date my proxy card but do not indicate how I want to vote? | |
A: | If you do not indicate on the proxy card how you want your votes cast, the proxies (Mr. Clinton or Mr. Freund, as your representatives) will vote your shares FOR all of the nominees for director listed in the proxy card, FOR the ratification of the appointment of the independent registered public accounting firm and FOR any other matters presented by the Board for action at the Annual Meeting. | |
14. Q: | Will my shares be voted if I do not sign and return my proxy card or vote by telephone or Internet? | |
A: | If your shares are held in street name, your brokerage firm may either vote your shares on “routine matters” (such as the ratification of the independent registered public accounting firm) or leave your shares unvoted. The election of directors is not considered a “routine matter” and brokerage firms can not vote your shares for you on this matter without instructions from you. If do NOT provide instructions as to how to vote your shares on the election of directors, your shares will NOT be voted on this matter. We encourage you to follow the instructions on the Notice sent to you on how to vote your shares over the Internet. This enables your shares to be voted at the meeting as you direct. | |
If you are a shareholder of record and do not vote your proxy by telephone, Internet, mail or vote your shares in person at the Annual Meeting, your shares will not be voted. | ||
15. Q: | Who pays the cost of the distribution and solicitation of proxies? | |
A: | The cost of solicitation of proxies by the Board of Directors, including the preparation, assembly, printing and mailing of this proxy statement and any additional materials furnished to our shareholders, will be borne by us. Proxies will be solicited primarily by mail and may also be solicited by directors, officers and other employees of the Company without additional compensation. We will also reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their expenses to forward proxy materials to the beneficial owners of the shares they hold of record who request paper copies of such materials. |
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• | each current director, | |
• | each director nominee, | |
• | each person named in the Summary Compensation Table under “Compensation of Executive Officers,” | |
• | all current directors and executive officers as a group, and | |
• | each person who is known by us to own beneficially 5% or more of our outstanding shares of common stock (each, a “5% Owner”). |
Number of | ||||||||
Name | Shares(1) | % of Class | ||||||
Billy B. Baumann, M.D.(2) | 59,683 | * | ||||||
R. Kevin Clinton(3) | 331,697 | 3.4 | ||||||
Stephen H. Haynes, M.D. | 27,400 | * | ||||||
AppaRao Mukkamala, M.D.(4) | 51,132 | * | ||||||
Mitchell A. Rinek, M.D.(5) | 6,000 | * | ||||||
Spencer L. Schneider(6) | 1,158 | * | ||||||
Joseph D. Stilwell(6) | 1,291,964 | 13.3 | ||||||
Larry W. Thomas | — | |||||||
Annette E. Flood | 108,880 | 1.1 | ||||||
Frank H. Freund(7) | 145,782 | 1.5 | ||||||
All current executive officers and directors as a group (10 persons)(2)(3)(4)(5)(6)(7) | 2,023,696 | 20.2 | ||||||
Stilwell Value Partners II, L.P., Stilwell Value Partners V, L.P., Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Offshore Ltd., Stilwell Associates Insurance Fund of the S.A.L.I. Multiseries Fund L.P., Stilwell Advisors LLC, Stilwell Management LLC, and Stilwell Value LLC(6) | 1,291,964 | 13.3 | ||||||
BlackRock, Inc.(8) | 825,285 | 8.5 | ||||||
JPMorgan Chase & Co.(9) | 596,394 | 6.1 | ||||||
The Vanguard Group, Inc.(10) | 595,391 | 6.1 | ||||||
Allianz Global Investors Management Partners LLC and NFJ Investment Group(11) | 556,233 | 5.7 |
* | Less than one percent. | |
(1) | Includes shares that may be acquired upon exercise of options granted by the Company by the following persons: Mr. Freund — 80,000 shares; Mr. Clinton — 159,996 shares; Ms. Flood — 89,997 shares; and all current executive officers and directors as a group — 329,993 shares. | |
(2) | Includes 47,430 shares of common stock held of record by the Rachel A. Baumann Revocable Living Trust U/A dated November 22, 1982, of which Dr. Baumann has power of attorney and 2,000 shares of common stock held of record by Rachel A. Baumann in her individual retirement account. Also includes 253 shares of |
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common stock held of record by Dr. Baumann’s children. Dr. Baumann shares dispositive power, but has no voting power over these 253 shares. | ||
(3) | Includes 109,854 shares of common stock held of record by the R. Kevin Clinton Trust U/A dated August 29, 2001, 39,999 shares held of record by his spouse’s trust and 10,535 shares held of record by his spouse’s individual retirement account. Mr. Clinton has sole voting and dispositive power with respect to the shares held in his trust and shares the voting and dispositive power with respect to the shares held in his spouse’s trust and individual retirement account. | |
(4) | Includes 15,333 shares of common stock held of record by the Mukkamala Family Ltd. Partnership, a limited partnership of which Dr. Mukkamala is the general partner and has sole dispositive and voting power with respect to these shares. Includes 33,799 shares of common stock held of record by AppaRao Mukkamala Trust U/A dated October 28, 1996 as to which Dr. Mukkamala is the trustee and has sole dispositive and voting power. | |
(5) | Includes 2,000 shares of common stock held of record by the Nancy K. Rinek Living Trust U/A dated March 21, 1997, as to which Dr. Rinek shares voting and dispositive power. | |
(6) | Stilwell Value Partners II, L.P. and various affiliated entities and individuals has represented to us that it currently beneficially owns 1,291,964 shares of our common stock. Joseph Stilwell and the named entities share the voting and dispositive power with respect to all of the shares they own. The business address of Stilwell Value Partners II, L.P., Stilwell Value Partners V. L.P., Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Offshore Ltd., Stilwell Associates Insurance Fund of the S.A.L.I. Multiseries Fund L.P., Stilwell Advisors LLC, Stilwell Management LLC, Stilwell Value LLC and Joseph Stilwell is 111 Broadway, 12th Floor, New York, New York 10006. Mr. Schneider is a joint filer on Schedule 13D with Mr. Stilwell and such entities with respect to ownership of our common shares. | |
(7) | Includes 65,182 shares of common stock held of record by the Frank H. Freund Living Trust No. 1 U/A/D dated April 3, 2008 and 600 shares of common stock held of record by Mr. Freund’s children. Mr. Freund has sole voting and dispositive power with respect to the shares held in his trust and shares voting and dispositive power with respect to the shares held by his children. | |
(8) | Based on information contained in a Form 13G filed on January 29, 2010, with information as of December 31, 2009. BlackRock, Inc. has sole voting and dispositive power with respect to all of the shares shown in the table. The business address of BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022. | |
(9) | Based on information contained in a Form 13G filed on January 28, 2010, with information as of December 31, 2009. JP Morgan Chase & Co. has sole voting power with respect to 553,930 shares and sole dispositive power with respect to all of the shares shown in the table. The business address of JP Morgan Chase & Co. is 270 Park Avenue, New York, New York 10017. | |
(10) | Based on information contained in a Form 13G filed on February 8, 2010, with information as of December 31, 2009. The Vanguard Group, Inc. is a registered investment advisor which has sole voting power and shared dispositive power with respect to 16,328 shares, and sole dispositive power with respect to 579,053 shares. The business address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. | |
(11) | Based on information contained in a Form 13G filed on February 12, 2010, with information as of December 31, 2009. NFJ Investment Group (NFJ), a register investment advisor, is a wholly owned subsidiary of Allianz Global Investors Management Partners LLC (AGIMP), a parent holding company. NFJ has sole voting and dispositive power with respect to all of the shares shown in the table. The business address of AGIMP is 680 Newport Center Drive, Suite 250, Newport Beach, California 92660 and of NFJ is 2100 Ross Avenue, Suite 700, Dallas, Texas 75201. |
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Fees Earned | Total | |||||||
or Paid in | Compensation | |||||||
Name | Cash ($) | ($) | ||||||
AppaRao Mukkamala, M.D. | $ | 58,044 | $ | 58,044 | ||||
Billy B. Baumann, M.D. | 52,240 | 52,240 | ||||||
Stephen H. Haynes, M.D. | 56,436 | 56,436 | ||||||
Mitchell A. Rinek, M.D. | 47,936 | 47,936 | ||||||
Spencer L. Schneider | 46,436 | 46,436 | ||||||
Joseph D. Stilwell | 46,436 | 46,436 | ||||||
Larry W. Thomas | 46,436 | 46,436 |
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• | the use of cash instead of equity eliminates the impact of shareholder dilution and is consistent with the goals of our stock repurchase program, and | |
• | the Committee believes that a cash bonus, particularly one tied to return on equity, provides an incentive for our executive officers that is at least as effective as equity compensation in motivating our executive officers to act in the best interests of shareholders. |
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• | encourage our workforce to maintain a healthy lifestyle and enhance job productivity through our medical, dental and vision coverage, as well as through our corporate wellness program that, in addition to education and encouragement, provides access to anon-site fitness facility in our home office or a subsidy for membership to a qualified fitness/exercise facility elsewhere; and | |
• | provide our workforce with a reasonable level of financial support in the event of illness, injury or death. |
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Non-Equity | ||||||||||||||||||||
Incentive Plan | All Other | |||||||||||||||||||
Fiscal | Salary | Compensation | Compensation | Total | ||||||||||||||||
Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($) | |||||||||||||||
R. Kevin Clinton | 2009 | $ | 696,531 | $ | 1,114,450 | $ | 33,291 | $ | 1,844,272 | |||||||||||
President and Chief | 2008 | $ | 671,097 | $ | 1,207,975 | 32,107 | 1,911,179 | |||||||||||||
Executive Officer | 2007 | 646,778 | 1,681,623 | 31,225 | 2,359,625 | |||||||||||||||
Frank H. Freund | 2009 | 365,679 | 585,086 | 28,614 | 979,379 | |||||||||||||||
Executive Vice President, | 2008 | 352,326 | 634,187 | 27,334 | 1,013,847 | |||||||||||||||
Treasurer and Chief | 2007 | 339,558 | 882,851 | 26,730 | 1,249,139 | |||||||||||||||
Financial Officer | ||||||||||||||||||||
Annette E. Flood | 2009 | 365,679 | 585,086 | 28,337 | 979,102 | |||||||||||||||
Executive Vice President, | 2008 | 352,326 | 634,187 | 27,153 | 1,013,666 | |||||||||||||||
Secretary and Chief Operating Officer | 2007 | 339,558 | 882,851 | 26,296 | 1,248,705 |
(1) | Under the Bonus Plan for 2009, each of the Named Officers was paid a cash bonus equal to 160% of their respective base salary earned in 2009. The Bonus Plan is discussed in detail in “Compensation Discussion and Analysis — Incentive Compensation.” | |
(2) | The amounts in “All Other Compensation” for 2009 paid to or contributed for our Named Officers are as follows: |
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401(k) | Cash | Other | ||||||||||||||||||
Match | Balance | Compensation | ||||||||||||||||||
Name | Year | (a) | (a) | (b) | Total | |||||||||||||||
R. Kevin Clinton | 2009 | $ | 9,800 | $ | 12,250 | $ | 11,241 | $ | 33,291 | |||||||||||
Frank H. Freund | 2009 | 9,800 | 12,250 | 6,564 | 28,614 | |||||||||||||||
Annette E. Flood | 2009 | 9,800 | 12,250 | 6,287 | 28,337 |
(a) | The 401(k) match and cash balance components of the Company’s retirement plan are discussed in further detail in “Compensation Discussion and Analysis — Retirement Plan.” | |
(b) | Represents reimbursement for cellular phone usage, memberships in an airline club and the incremental cost to the Company of the additional disability insurance provided to our Named Officers. |
Estimated Future Payouts Under Non- | ||||||||||||
Equity Incentive Plan Awards(1) | ||||||||||||
(c) | (d) | (e) | ||||||||||
(a) | Threshold | Target | Maximum | |||||||||
Name | ($) | ($) | ($) | |||||||||
R. Kevin Clinton | $ | 174,133 | $ | 696,531 | n/a | |||||||
Frank H. Freund | 91,420 | 365,679 | n/a | |||||||||
Annette E. Flood | 91,420 | 365,679 | n/a |
(1) | The amounts shown in column (c) reflect the minimum payment level under the Bonus Plan, which is 25% of the target amounts shown in column (d) and assumes an ROE of 5%. The amounts shown in column (d) reflect 100% of earned salary in 2009 for each Named Officer, which assumes an ROE of 15%. As there are no established maximum payment levels under the Bonus Plan for our Named Officers, column (e) is not applicable. The Company’s Bonus Plan is discussed in further detail in “Compensation Discussion and Analysis — Incentive Compensation.” |
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Option Awards | ||||||||||||||||
Number of | Number of | |||||||||||||||
Securities | Securities | |||||||||||||||
Underlying | Underlying | Option | ||||||||||||||
Unexercised | Unexercised | Exercise | Option | |||||||||||||
Options (#) | Options (#) | Price | Expiration | |||||||||||||
Name | Exercisable | Unexercisable | ($) | Date | ||||||||||||
R. Kevin Clinton | 79,998 | — | $ | 10.77 | 3/4/2014 | |||||||||||
79,998 | — | 19.88 | 8/3/2015 | |||||||||||||
Frank H. Freund | 80,000 | — | 10.22 | 12/6/2011 | ||||||||||||
Annette E. Flood | 39,999 | — | 8.34 | 8/9/2012 | ||||||||||||
49,998 | — | 19.88 | 8/3/2015 |
Option Awards | ||||||||
Number of | ||||||||
Shares | Value | |||||||
Acquired on | Realized on | |||||||
Name | Exercise (#) | Exercise ($)(1) | ||||||
R. Kevin Clinton | 53,333 | 1,219,200 | ||||||
66,667 | 1,666,000 | |||||||
Frank H. Freund | 56,663 | 1,096,429 | ||||||
Annette E. Flood | 20,000 | 517,050 |
(1) | Value was determined by calculating the difference between the option exercise price and the market price of the common stock at the date of exercise. |
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• | a lump-sum payment of 24 months of the then-current base salary; | |
• | bonus payments equal to 150% of the greater of (a) the full year bonus at 100% target for the calendar year in which termination occurs or (b) the average of his or her last two annual bonuses; | |
• | a lump sum payment of 18 times the then current monthly medical and dental coverage premiums (medical and dental insurance benefits are terminated upon termination of employment); | |
• | a $4,000 benefit payment to be applied toward the purchase of terminated disability, life and other insurance coverages; and | |
• | payouts of awards under long-term incentive plans, 401(k) plans and other benefit plans, in accordance with plan provisions, as well as earned but unused paid time off. |
• | termination by us without cause; | |
• | permanent relocation of the executive more than 90 miles from the executive’s principal place of employment without the employee’s consent; | |
• | a material reduction of the executive’s duties and responsibilities; or | |
• | a reduction in the executive’s annual base salary. |
• | the sale by the Company of all or substantially all of its assets; | |
• | the sale, exchange or other disposition of the Company of more than 50% of our outstanding stock, other than by sale, exchange or disposition of the common stock from a stock offering sponsored or initiated by us or our Board of Directors; | |
• | the merger or consolidation of the Company in which our shareholders receive less than 50% of the outstanding voting stock of the new or continuing entity; or | |
• | a change of more than 50% of the directors of our Board of Directors, other than pursuant to nomination by a majority of the directors continuing in office. |
• | earned salary through the termination date; | |
• | earned but unused time off; | |
• | benefits earned under employee benefit plans through the termination date; and | |
• | if termination is due to death or disability, a prorated portion of the executive’s bonus earned for the year of termination. |
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Involuntary | ||||||||||||||||||||||||||||||||
Early | Involuntary | Termination | ||||||||||||||||||||||||||||||
Executive Benefits and Payments | Voluntary | Retirement | Normal | Not for Cause | For Cause | Change in | ||||||||||||||||||||||||||
Upon Termination | Termination | (Rule of 65) | Retirement | Termination | Termination | Control | Death | Disability | ||||||||||||||||||||||||
Cash Compensation: | ||||||||||||||||||||||||||||||||
Base Salary | $ | 0 | $ | 0 | $ | 0 | $ | 1,393,063 | $ | 0 | $ | 1,393,063 | $ | 0 | $ | 0 | ||||||||||||||||
Short-term Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 1,741,818 | $ | 0 | $ | 1,741,818 | $ | 1,114,450 | $ | 1,114,450 | ||||||||||||||||
Subtotal | $ | 0 | $ | 0 | $ | 0 | $ | 3,134,881 | $ | 0 | $ | 3,134,881 | $ | 1,114,450 | $ | 1,114,450 | ||||||||||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||||||||||
Health and Welfare | $ | 0 | $ | 0 | $ | 0 | $ | 29,269 | $ | 0 | $ | 29,269 | $ | 0 | $ | 0 | ||||||||||||||||
Disability Benefits(1) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | (3) | ||||||||||||||||||||||||
Accrued Paid Time Off(2) | $ | 20,092 | $ | 0 | $ | 0 | $ | 20,092 | $ | 0 | $ | 20,092 | $ | 20,092 | $ | 20,092 | ||||||||||||||||
Subtotal | $ | 20,092 | $ | 0 | $ | 0 | $ | 49,361 | $ | 0 | $ | 49,361 | $ | 20,092 | $ | 20,092 | ||||||||||||||||
Total | $ | 20,092 | $ | 0 | $ | 0 | $ | 3,184,242 | $ | 0 | $ | 3,184,242 | $ | 1,134,542 | $ | 1,134,542 | ||||||||||||||||
(1) | Disability benefits received only if disabled and benefits are provided by carrier. | |
(2) | Accrued but unpaid time off based on 56.25 hours remaining as of December 31, 2009. | |
(3) | Only as provided by carrier. |
Involuntary | ||||||||||||||||||||||||||||||||
Early | Involuntary | Termination | ||||||||||||||||||||||||||||||
Executive Benefits and Payments | Voluntary | Retirement | Normal | Not for Cause | For Cause | Change in | ||||||||||||||||||||||||||
Upon Termination | Termination | (Rule of 65) | Retirement | Termination | Termination | Control | Death | Disability | ||||||||||||||||||||||||
Cash Compensation: | ||||||||||||||||||||||||||||||||
Base Salary | $ | 0 | $ | 0 | $ | 0 | $ | 731,358 | $ | 0 | $ | 731,358 | $ | 0 | $ | 0 | ||||||||||||||||
Short-term Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 914,455 | $ | 0 | $ | 914,455 | $ | 585,086 | $ | 585,086 | ||||||||||||||||
Subtotal | $ | 0 | $ | 0 | $ | 0 | $ | 1,645,813 | $ | 0 | $ | 1,645,813 | $ | 585,086 | $ | 585,086 | ||||||||||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||||||||||
Health and Welfare | $ | 0 | $ | 0 | $ | 0 | $ | 29,269 | $ | 0 | $ | 29,269 | $ | 0 | $ | 0 | ||||||||||||||||
Disability Benefits(1) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | (3) | ||||||||||||||||||||||||
Accrued Paid Time Off(2) | $ | 21,097 | $ | 0 | $ | 0 | $ | 21,097 | $ | 0 | $ | 21,097 | $ | 21,097 | $ | 21,097 | ||||||||||||||||
Subtotal | $ | 21,097 | $ | 0 | $ | 0 | $ | 50,366 | $ | 0 | $ | 50,366 | $ | 21,097 | $ | 21,097 | ||||||||||||||||
Total | $ | 21,097 | $ | 0 | $ | 0 | $ | 1,696,179 | $ | 0 | $ | 1,696,179 | $ | 606,183 | $ | 606,183 | ||||||||||||||||
(1) | Disability benefits received only if disabled and benefits are provided by carrier. | |
(2) | Accrued but unpaid time off based on 112.5 hours remaining as of December 31, 2009. | |
(3) | Only as provided by carrier. |
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Involuntary | ||||||||||||||||||||||||||||||||
Early | Involuntary | Termination | ||||||||||||||||||||||||||||||
Executive Benefits and Payments | Voluntary | Retirement | Normal | Not for Cause | For Cause | Change in | ||||||||||||||||||||||||||
Upon Termination | Termination | (Rule of 65) | Retirement | Termination | Termination | Control | Death | Disability | ||||||||||||||||||||||||
Cash Compensation: | ||||||||||||||||||||||||||||||||
Base Salary | $ | 0 | $ | 0 | $ | 0 | $ | 731,358 | $ | 0 | $ | 731,358 | $ | 0 | $ | 0 | ||||||||||||||||
Short-term Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 914,455 | $ | 0 | $ | 914,455 | $ | 585,086 | $ | 585,086 | ||||||||||||||||
Subtotal | $ | 0 | $ | 0 | $ | 0 | $ | 1,645,813 | $ | 0 | $ | 1,645,813 | $ | 585,086 | $ | 585,086 | ||||||||||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||||||||||
Health and Welfare | $ | 0 | $ | 0 | $ | 0 | $ | 6,762 | $ | 0 | $ | 6,762 | $ | 0 | $ | 0 | ||||||||||||||||
Disability Benefits(1) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | (3) | ||||||||||||||||||||||||
Accrued Paid Time Off(2) | $ | 14,908 | $ | 0 | $ | 0 | $ | 14,908 | $ | 0 | $ | 14,908 | $ | 14,908 | $ | 14,908 | ||||||||||||||||
Subtotal | $ | 14,908 | $ | 0 | $ | 0 | $ | 21,670 | $ | 0 | $ | 21,670 | $ | 14,908 | $ | 14,908 | ||||||||||||||||
Total | $ | 14,908 | $ | 0 | $ | 0 | $ | 1,667,483 | $ | 0 | $ | 1,667,483 | $ | 599,994 | $ | 599,994 | ||||||||||||||||
(1) | Disability benefits received only if disabled and benefits are provided by carrier. | |
(2) | Accrued but unpaid time off based on 79.5 hours remaining as of December 31, 2009. | |
(3) | Only as provided by carrier. |
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BOTH SIDES
OF PROXY CARD, DETACH AND RETURN IN THE ENCLOSED
ENVELOPE TO:
209 West Jackson Boulevard, Suite 903
Chicago, Illinois 60606
DETACH PROXY CARD HERE | (continued on reverse side) |
VOTER CONTROL NUMBER | ||||
TO VOTE BY INTERNET | ||||||||||
Your Internet vote is quick, confidential and your vote is immediately submitted. Just follow these easy steps: | ||||||||||
1. Read the accompanying Proxy Statement. | ||||||||||
2. Visit our Internet voting site atwww. ilstk.com, click on the “I am a Shareholder,” select the “Internet Voting” tab, enter your Voter Control Number and the last four digits of your Tax Identification Number that is associated with the account you are voting in the designated fields. Your Voter Control Number is shown above. | ||||||||||
Please note that all votes cast by Internet must becompletedandsubmittedprior to Sunday, May 9, 2010 at 11:59 p.m. Central Time. | ||||||||||
Your Internet vote authorizes the named proxies to vote your shares to the same extent as if you marked, signed, dated and returned the proxy card. | ||||||||||
This is a “secured” web page site. Your software and/or Internet provider must be “enabled” to access this site. Please call your software or Internet provider for further information if needed. | ||||||||||
If You Vote By INTERNET, Please Do Not Return Your Proxy Card By Mail | ||||||||||
TO VOTE BY TELEPHONE | ||||||||||
Your telephone vote is quick, confidential and immediate. Just follow these easy steps: | ||||||||||
1. Read the accompanying Proxy Statement. | ||||||||||
2. Using a Touch-Tone telephone, call Toll Free 1-800-555-8140 and follow the instructions. | ||||||||||
3. When asked for your Voter Control Number, enter the number printed above. Please note that all votes cast by telephone must becompleted andsubmittedprior to Sunday, May 9, 2010 at 11:59 p.m. Central Time. | ||||||||||
Your telephone vote authorizes the named proxies to vote your shares to the same extent as if you marked, signed, dated and returned the proxy card. | ||||||||||
If You Vote By TELEPHONE, Please Do Not Return Your Proxy Card By Mail | ||||||||||
TO VOTE BY MAIL | ||||||||||
To vote by mail, complete both sides of the proxy card, sign and date on the reverse side, detach and return the card in the envelope provided. | ||||||||||
SHAREHOLDERS MEETING TO BE HELD ON MAY 11, 2010
The Proxy Statement and the 2009 Annual Report to Stockholders are available at
http://www.allianceproxy.com/apcapital/2010
CAPITAL, INC.
REVOCABLE PROXY | AMERICAN PHYSICIANS CAPITAL, INC. |
The undersigned as a shareholder of record on March 15, 2010 hereby appointsR. Kevin Clinton and Frank H. Freund, or any of them, proxies with full power of substitution and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of American Physicians Capital, Inc. which the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on May 11, 2010, and at any adjournments thereof, upon all matters properly coming before the meeting including, without limitation, those set forth in the related Notice of Meeting and Proxy Statement dated March 26, 2010. In their discretion, to the extent permitted by law, the proxies are also authorized to vote upon such matters as may properly come before the meeting, including the election of any person to the Board of Directors where a nominee named in the Proxy Statement dated March 26, 2010, is unable to serve or, for good cause, will not serve.
VOTE | ||||||||
FOR | WITHHELD | |||||||
01 Stephen H. Haynes, M.D. | o | o | ||||||
02 Mitchell A. Rinek, M.D. | o | o |
o FOR | o AGAINST | o ABSTAIN |
SIGNATURE | DATE | SIGNATURE | DATE |
INTERNET VOTING
– Internet Voting is timelier. | |||
– It saves the Company ever-rising cost of business reply postage. | |||
– You can change your vote by re-voting at any time. | |||
– It is simple and easy to use. |
and select “Internet Voting”