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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrantþ
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)) | |
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12 |
BAKERS FOOTWEAR GROUP, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
þ | 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:* | |
(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: | |
* Set forth the amount on which the filing fee is calculated and state how it was determined. |
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Sincerely, | |
PETER A. EDISON | |
Chairman of the Board of Directors and | |
Chief Executive Officer |
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APPENDIX | ||||
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1. To elect six directors to serve until our next annual meeting; | |
2. To vote on a proposal to approve the Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan; | |
3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2005; and | |
4. To transact such other business as may properly come before the meeting. |
By Order of the Board of Directors, | |
BAKERS FOOTWEAR GROUP, INC. | |
LAWRENCE L SPANLEY, JR. | |
Secretary |
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Q. | When and where is the annual meeting? |
Q. | Who is entitled to vote at the meeting? |
Q. | What am I being asked to vote on at the meeting? |
Q. | What vote of the shareholders is needed? |
Q. | What do I do if my shares of common stock are held in “street name” at a bank or brokerage firm? |
Q. | What happens if I return my signed proxy card but forget to indicate how I want my shares of common stock voted? |
Q. | What happens if I do not instruct my broker how to vote or if I mark “abstain” or “withhold authority” on the proxy? |
Q. | Can I change my voting instructions before the meeting? |
Q. | What do I need to do if I plan to attend the meeting in person? |
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• | Shareholder’s name, number of shares owned, length of period held, and proof of ownership; | |
• | Name, age, business and residential address of candidate; | |
• | A detailed resume describing among other things the candidate’s educational background, occupation, employment history, and material outside commitments (e.g., memberships on other boards and committees, charitable foundations); | |
• | A supporting statement which describes the candidate’s reasons for seeking election to the board, and documents his/her ability to satisfy the described director qualifications; | |
• | Any information relating to the candidate that is required to be disclosed in the solicitation of proxies for election of director; | |
• | The class and number of shares of our capital stock that are beneficially owned by the candidate; | |
• | A description of any arrangements or understandings between the shareholder and the candidate; and | |
• | A signed statement from the candidate, confirming his/her willingness to serve on the board. |
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• | Security holder’s name, number of shares owned, length of period held, and proof of ownership; | |
• | Name, age, business and residential address of security holder; and | |
• | Any individual director or committee to which the security holder would like to have the written statement and other information sent. |
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• | the acquisition of beneficial ownership of 50% or more of our common stock or combined voting power by any person, entity or group (as defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934), except for Peter Edison and Bakers; | |
• | specific changes to our incumbent board of directors; or | |
• | approval of a reorganization, merger or consolidation in which our then current shareholders would not thereafter own more than 50% of our voting stock. |
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• | The participant will recognize compensation income in an amount equal to the fair market value of the stock as of the date of receipt of the stock. | |
• | The participant will not again recognize income on the Vesting Date. | |
• | Any dividends received after receipt of the stock will be taxed as dividends. | |
• | The Holding Period will begin on the date of receipt. | |
• | The Company will be entitled to a deduction in an amount equal to the fair market value of the stock as of the date the stock is transferred to the participant. | |
• | If the stock is later forfeited, no loss is recognized by the participant. |
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Number of Securities | |||||||||||||
Remaining Available for | |||||||||||||
Number of Securities | Future Issuance Under | ||||||||||||
to be Issued | Weighted-Average | Equity Compensation Plans | |||||||||||
Upon Exercise of | Exercise Price of | (Excluding Securities | |||||||||||
Outstanding Options, | Outstanding Options, | to be Issued Upon | |||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | Exercise) | ||||||||||
Equity compensation plans approved by security holders(1) | 568,592 | $ | 4.09 | 300,400 | |||||||||
Total | 568,592 | $ | 4.09 | 300,400 | |||||||||
(1) | Prior to our initial public offering, we had a predecessor stock option plan in effect which allowed us to grant nonqualified stock options. Under the 2003 Plan, which was approved by our shareholders as of January 3, 2004, all of the options granted under the predecessor stock option plan are deemed to be covered by the 2003 Plan. All of the option holders under the predecessor plan also agreed to amend their option award agreements to have their options governed by the 2003 Plan on generally the same terms and conditions. At January 1, 2005, under the 2003 Plan, there was a total of 268,992 shares of common stock to be issued upon exercise of outstanding and fully exercisable options at a weighted average exercise price of $0.01 per share. On February 10, 2004, after the consummation of our initial public offering, we granted nonqualified stock options to purchase 304,500 shares of our common stock to certain of our employees and directors at an exercise price of $7.75 per share, the initial public offering price, pursuant to the 2003 Plan. Of these options, as of January 1, 2005, options relating to 4,900 shares have been forfeited. The options vest in five equal annual installments beginning on the first anniversary of the date of grant. As of January 1, 2005, there were an additional 300,400 shares of common remain available for future issuance (excluding shares to be issued upon exercise of outstanding options). In the first quarter of fiscal year 2005, our Compensation Committee authorized the grant of options relating to 200,000 shares of common stock, 194,700 of which have been granted as of April 15, 2005 at a weighted average exercise price of $11.30 per share, which are not reflected in the table above. |
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• | each of our named executive officers; | |
• | each of our directors or nominees; | |
• | all of our directors, nominees and executive officers as a group; and | |
• | each person who is known by us to be the beneficial owner of more than 5% of our common stock. |
Number of Shares | Approximate | |||||||||||||||
Number of Shares of | of Common Stock | Percentage of | ||||||||||||||
Common Stock | Underlying | Outstanding | ||||||||||||||
Beneficially Owned | Options Exercisable | Shares of | ||||||||||||||
Name and Address(1)(2) | Excluding Options(2) | Within 60 Days | Total | Common Stock | ||||||||||||
Directors, Nominees and Executive Officers | ||||||||||||||||
Peter A. Edison(3) | 880,221 | — | 880,221 | 14.42 | % | |||||||||||
Michele A. Bergerac(4) | 70,803 | 120,321 | 191,124 | 3.07 | % | |||||||||||
Stanley K. Tusman(5) | 12,500 | 61,160 | 73,660 | 1.20 | % | |||||||||||
Mark D. Ianni(6) | 4,943 | 61,160 | 66,103 | 1.07 | % | |||||||||||
Andrew N. Baur(7) | 103,743 | 1,000 | 104,743 | 1.72 | % | |||||||||||
Joseph R. Vander Pluym(8) | 2,500 | 13,816 | 16,316 | * | ||||||||||||
Timothy F. Finley(9) | 1,000 | 1,000 | 2,000 | * | ||||||||||||
Harry E. Rich(10) | 1,000 | 1,000 | 2,000 | * | ||||||||||||
Scott C. Schnuck(11) | 13,300 | 1,000 | 14,300 | * | ||||||||||||
All executive officers and directors as a group (10 persons)(12) | 1,093,510 | 271,273 | 1,364,783 | 21.41 | % | |||||||||||
5% Owners (not included above) | ||||||||||||||||
Bernard A. Edison(13) | 459,767 | — | 459,767 | 7.53 | % | |||||||||||
Special Situations Fund III, L.P. and affiliates(14) | 697,000 | — | 697,000 | 11.42 | % | |||||||||||
FMR Corp. and affiliates(15) | 477,100 | — | 477,100 | 7.82 | % | |||||||||||
Royce & Associates, LLC(16) | 388,400 | — | 388,400 | 6.36 | % | |||||||||||
Pequot Capital Management, Inc. and affiliates(17) | 350,000 | — | 350,000 | 5.74 | % | |||||||||||
WSV Management, L.L.C. and affiliates(18) | 318,423 | — | 318,423 | 5.22 | % |
* | Represents beneficial ownership of less than 1%. |
(1) | Unless otherwise specified below, the business address of each of the above persons is: c/o Bakers Footwear Group, Inc., 2815 Scott Avenue, St. Louis, Missouri 63103. |
(2) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or that are exercisable within 60 days of April 15, 2005 are deemed to be outstanding. Such shares, however, are not deemed |
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outstanding for the purposes of counting the percentage ownership of each other person. The shares underlying unexercised options cannot be voted. | |
(3) | Represents 786,176 shares of our common stock owned by Peter A. Edison, our Chairman of the Board and Chief Executive Officer. Includes 7,890 shares owned by Mr. Edison’s wife and 86,155 shares owned by the Bernard A. Edison Revocable Trust, of which Mr. P. Edison is a co-trustee. Mr. P. Edison has shared voting and investment power with respect to the shares owned by the Bernard A. Edison Revocable Trust and by Mr. P. Edison’s wife. Does not include 25,000 shares underlying outstanding unvested options. |
(4) | Represents 65,503 shares of our common stock held by the Michele Bergerac Revocable Trust. Also includes 4,700 shares held by Ms. Bergerac, 300 shares held by Ms. Bergerac’s son and 300 shares held by Ms. Bergerac’s daughter. Ms. Bergerac is our President and a director. Includes 120,321 shares of common stock subject to currently exercisable options. Does not include 36,000 shares underlying outstanding unvested options. |
(5) | Represents 12,500 shares of our common stock held by the Stanley K. Tusman and Gail F. Tusman Declaration of Trust dated December 1, 1999. Mr. Tusman is our Executive Vice President — Inventory and Information Management. Includes 66,160 shares of common stock subject to currently exercisable options. Does not include 32,000 shares underlying outstanding unvested options. |
(6) | Represents 4,943 shares of our common stock held in the name of Mark Ianni, our Executive Vice President — General Merchandise Manager and his wife, over which they share voting and investment power. Includes 66,160 shares of common stock subject to currently exercisable options. Does not include 22,000 shares underlying outstanding unvested options. |
(7) | Represents 37,077 shares of our common stock held in trust for Mr. Baur, one of our directors. Also includes 66,666 shares of common stock held by a wholly owned subsidiary of Marshall & Ilsley Corporation, of which Mr. Baur is a director, over which Mr. Baur has shared voting and investment power. Includes 1,000 shares of common stock subject to currently exercisable options. Does not include 7,000 shares underlying outstanding unvested options. |
(8) | Represents 2,500 shares of our common stock held in the name of Joseph Vander Pluym, our Executive Vice President — Stores and his wife, over which they share voting and investment power. Includes 13,816 shares of common stock subject to currently exercisable options. Does not include 42,000 shares underlying outstanding unvested options. |
(9) | Represents 1,000 shares held by the Timothy F. Finley Revocable Trust u/a dated October 13, 2003 pursuant to which Mr. Finley, one of our directors, shares voting and investment power with his wife. Also includes 1,000 shares of common stock subject to currently exercisable options. Does not include 7,000 shares underlying outstanding unvested options. |
(10) | Represents 1,000 shares of our common stock held in the name of Harry E. Rich, one of our directors and his wife, over which they share voting and investment power. Also includes 1,000 shares of common stock subject to currently exercisable options. Does not include 7,000 shares underlying outstanding unvested options. |
(11) | Represents 13,300 shares of our common stock held in the name of Scott C. Schnuck, one of our directors. Also includes 1,000 shares of common stock subject to currently exercisable options. Does not include 7,000 shares underlying outstanding unvested options. |
(12) | This group is comprised of Peter Edison, Michele Bergerac, Harry Rich, Andrew Baur, Mark Ianni, Lawrence Spanley, Stanley Tusman, Joseph Vander Pluym, Timothy Finley and Scott C. Schnuck. Includes 1,093,510 shares of common stock and 271,273 shares underlying options exercisable within 60 days. Does not include 215,000 shares underlying outstanding unvested options. |
(13) | Represents 86,155 shares of our common stock owned by the Bernard A. Edison Revocable Trust. Mr. B. Edison is the father of Peter Edison and an advisor to the board of directors. Includes 254,955 shares owned by the Beatrice C. Edison Irrevocable Trust, of which Mr. B. Edison is a co-trustee. Includes 54,380 shares held by the David A. Edison Revocable Trust, of which Mr. B. Edison is a co-trustee. Also includes 64,277 shares held by Mr. B. Edison’s wife. Mr. B. Edison disclaims |
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beneficial ownership of all shares held by the David A. Edison Revocable Trust and by his wife. Mr. B. Edison has shared voting and investment power with respect to the shares owned by the Beatrice C. Edison Irrevocable Trust, the David A. Edison Revocable Trust, the Bernard A. Edison Revocable Trust and his wife. | |
(14) | Consists of an aggregate of 697,000 shares of our common stock held by Special Situations Fund III, L.P., and its affiliates, including 150,000 shares of common stock owned by Special Situations Cayman Fund, L.P., 447,000 shares of common stock owned by Special Situations Fund III, L.P., and 100,000 shares of common stock owned by Special Situations Private Equity Fund, L.P. MGP Advisors Limited (“MGP”) is the general partner of Special Situations Fund III, L.P. AWM Investment Company, Inc. (“AWM”) is the general partner of MGP and the general partner of and investment adviser to the Special Situations Cayman Fund, L.P. MG Advisers, L.L.C. (“MG”) is the general partner of and investment adviser to the Special Situations Private Equity Fund, L.P. Austin W. Marxe and David M. Greenhouse are the principal owners of MGP, AWM and MG. Through their control of MGP, AWM and MG, Messrs. Marxe and Greenhouse share voting and investment control over the portfolio securities of each of the funds listed above. The business address for each of these entities is 153 E. 53rd Street, 55th Floor, New York, NY 10022. The information in this footnote is primarily based on a Schedule 13G filed with the SEC on March 10, 2004 and other information provided to us. |
(15) | Consists of an aggregate of 477,100 shares of our common stock over which FMR Corp. and affiliates reports the sole power to invest. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock. The interest of one person, Fidelity Advisors Small Cap Fund, an investment company registered under the Investment Company Act of 1940, in the common stock, amounted to 371,500 shares at December 31, 2004. Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 477,100 shares as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 477,100 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders’ voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. The business address of Fidelity, Fidelity Advisors Small Cap Fund and FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. The information in this footnote is based on a Schedule 13G filed with the SEC on February 14, 2005. |
(16) | Consists of an aggregate of 388,400 shares of our common stock reported as owned by Royce & Associates, LLC. The business address of Royce & Associates, LLC is 1414 Avenue of the Americas, New York, NY 10019. The information in this footnote is based on a Schedule 13G filed with the SEC on January 21, 2005. |
(17) | Shares beneficially owned by Pequot Capital Management, Inc. represent shares of common stock purchased in our private placement in April 2005, of which 212,900 shares of common stock are held of record by Pequot Scout Fund, L.P. and 137,100 shares of common stock are held of record by Pequot Mariner Onshore Fund, L.P. Excludes shares of common stock underlying warrants exercisable as of October 5, 2005 issued in connection with our April 2005 private placement of which warrants relating to 53,225 shares are held of record by Pequot Scout Fund, L.P. and warrants relating to 34,275 shares |
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are held of record by Pequot Mariner Onshore Fund, L.P. Pequot Capital Management, Inc., which is the Investment Manager to the above named funds, exercises sole dispositive, investment and voting power for all the shares. Arthur J. Samberg is the sole shareholder of Pequot Capital Management, Inc. and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest. The business address of each of these entities is 500 Nyala Farm Road, Westport, CT 06880. We generally have the right to call the warrants issued in April 2005 at a redemption price equal to $0.01 per share in the event that the closing bid price of our common stock equals or exceeds $25.00 per share for any 20 consecutive trading days commencing after the registration statement relating to the shares is effective. Pursuant to the private placement, these entities entered into agreements with us pursuant to which we have various obligations to them including registration obligations. The information in this footnote is primarily based on information provided to us. |
(18) | Includes an aggregate of 315,923 shares of our common stock reported as beneficially owned by WSV Management, L.L.C., a Texas limited liability company (“WSV”), including (1) 88,600 shares for the account of WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) 100,723 shares for the account of WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) 126,600 shares for the account of WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”). According to a Schedule 13G/ A and information provided to us, each of the above named entities has sole voting and disposition power with respect to the shares described above. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”). WSVM is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. According to the Schedule 13G/ A, Reid S. Walker and G. Stacy Smith are the beneficial owners of the shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International. Patrick P. Walker is the beneficial owner of 318,423 shares, which includes 315,923 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International, 1,000 shares held directly and 1,500 shares held by a trust for which Patrick P. Walker serves as trustee. WSV and WSVM are the beneficial owners of 315,923 shares of common stock, which includes shares beneficially owned by WSO, shares beneficially owned by WSOQP and shares beneficially owned by WSO International. The principal business address for these entities is 300 Crescent Court, Suite 880, Dallas, Texas 75201. On April 8, 2005 we sold 15,400, 14,200 and 20,400 shares of common stock to WSOQP, WSO and WSO International, respectively, in a private placement, which are included above. Excludes warrants to purchase 3,850, 3,550 and 5,100 shares of our common stock issued to WSOQP, WSO and WSO International, respectively, at an exercise price of $10.18 which are generally exercisable beginning October 5, 2005 until April 8, 2010, which were issued in connection with the April 2005 private placement. We generally have the right to call the warrants issued in April 2005 at a redemption price equal to $0.01 per share in the event that the closing bid price of our common stock equals or exceeds $25.00 per share for any 20 consecutive trading days commencing after the registration statement relating to the shares is effective. Pursuant to the private placement, these entities entered into agreements with us pursuant to which we have various obligations to them including additional registration obligations. For more information, please see “Certain Relationships and Related Transactions”, which is incorporated herein by reference. The information above in this footnote is primarily based on a Schedule 13G/ A filed with the SEC on February 14, 2005 and on information provided to us. |
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Long-Term Compensation | |||||||||||||||||||||||||||||||||
Awards | Payouts | ||||||||||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||||||||
Other Annual | Stock | Underlying | LTIP | All Other | |||||||||||||||||||||||||||||
Fiscal | Salary | Bonus | Compensation | Awards | Options | Payouts | Compensation | ||||||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($) | (#) | ($) | ($)(3) | |||||||||||||||||||||||||
Peter A. Edison | 2004 | 300,962 | 38,125 | — | — | — | — | 384 | |||||||||||||||||||||||||
Chairman of the Board and | 2003 | 290,000 | 145,000 | — | — | — | — | — | |||||||||||||||||||||||||
Chief Executive Officer | 2002 | 282,596 | — | — | — | — | — | — | |||||||||||||||||||||||||
Michele A. Bergerac | 2004 | 300,962 | 38,125 | — | — | — | — | 623 | |||||||||||||||||||||||||
President and Director | 2003 | 290,000 | 145,000 | — | — | — | — | 1,200 | |||||||||||||||||||||||||
2002 | 282,596 | — | — | — | — | — | — | ||||||||||||||||||||||||||
Stanley K. Tusman | 2004 | 230,711 | 29,563 | — | — | — | — | 5,557 | |||||||||||||||||||||||||
Executive Vice President — | 2003 | 215,000 | 107,500 | — | — | — | — | 6,118 | |||||||||||||||||||||||||
Inventory and Information | 2002 | 215,000 | — | — | — | — | — | 4,951 | |||||||||||||||||||||||||
Management | |||||||||||||||||||||||||||||||||
Mark D. Ianni | 2004 | 212,038 | 26,875 | — | — | — | — | 478 | |||||||||||||||||||||||||
Executive Vice President — | 2003 | 205,000 | 102,500 | — | — | — | — | 923 | |||||||||||||||||||||||||
General Merchandise Manager | 2002 | 200,962 | — | — | — | — | — | — | |||||||||||||||||||||||||
Joseph R. Vander Pluym | 2004 | 204,615 | 26,250 | — | — | — | — | 145 | |||||||||||||||||||||||||
Executive Vice President — | 2003 | 190,000 | 71,250 | — | — | — | — | — | |||||||||||||||||||||||||
Stores | 2002 | 185,962 | — | — | — | — | — | — |
(1) | Reflects bonuses earned in fiscal year 2004 and fiscal year 2003, paid in the following year. No bonuses were earned for fiscal year 2002. |
(2) | Applicable regulations set reporting thresholds for certain non-cash compensation if the aggregate amount is in excess of the lesser of $50,000 or 10% of the total annual salary and bonus reported for the named executive officers. The dollar value of this non-cash consideration for each named executive officer was less than the established reporting thresholds. |
(3) | Consists of employer contributions to our 401(k) plan, except that in the case of Mr. Tusman the amounts also include $4,951 relating to premiums paid on a life insurance policy solely for the benefit of Mr. Tusman for each of fiscal years 2002, 2003 and 2004. |
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Individual Grants | Potential Realizable | |||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Number of | Percent of | Annual Rates of Stock | ||||||||||||||||||||||
Securities | Total Options | Price Appreciation for | ||||||||||||||||||||||
Underlying | Granted to | Exercise or | Option Terms ($)(1) | |||||||||||||||||||||
Options | Employees in | Base Price | Expiration | |||||||||||||||||||||
Name | Granted (#)(2) | Fiscal Year (%) | ($/Share) | Date | 5%($) | 10%($) | ||||||||||||||||||
Peter A. Edison | — | — | — | — | — | — | ||||||||||||||||||
Michele A. Bergerac | 20,000 | 6.6 | % | $ | 7.75 | 2/10/2014 | 97,495 | 247,070 | ||||||||||||||||
Stanley K. Tusman | 15,000 | 4.9 | % | $ | 7.75 | 2/10/2014 | 73,121 | 185,303 | ||||||||||||||||
Mark D. Ianni | 15,000 | 4.9 | % | $ | 7.75 | 2/10/2014 | 73,121 | 185,303 | ||||||||||||||||
Joseph R. Vander Pluym | 40,000 | 13.1 | % | $ | 7.75 | 2/10/2014 | 194,990 | 494,140 |
(1) | The dollar amounts in these columns are a result of calculations at stock appreciation rates specified by the Securities and Exchange Commission and are not intended to forecast actual future appreciation rates of our stock price. |
(2) | Options consist of non-qualified options granted under the 2003 Plan at an exercise price of $7.75, the initial public offering price, on February 10, 2005. The options vest in five equal annual installments beginning on the first anniversary of the date of grant. For more information about options granted under the 2003 Plan, please see “Incentive Plans — 2003 Stock Option Plan” below. |
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Shares | Options at | In-the-Money Options at | ||||||||||||||||||||||
Acquired on | Value | January 1, 2005(1) | January 1, 2005(2) | |||||||||||||||||||||
Exercise | Realized | |||||||||||||||||||||||
Name | (#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Peter A. Edison | — | — | — | — | $ | — | $ | — | ||||||||||||||||
Michele A. Bergerac | — | — | 116,321 | 20,000 | 1,167,863 | 46,000 | ||||||||||||||||||
Stanley K. Tusman | — | — | 58,160 | 15,000 | 583,926 | 34,500 | ||||||||||||||||||
Mark D. Ianni | — | — | 58,160 | 15,000 | 583,926 | 34,500 | ||||||||||||||||||
Joseph R. Vander Pluym | — | — | 5,816 | 40,000 | 58,393 | 92,000 |
(1) | Includes options amended to be covered by our 2003 Stock Option Plan. For more information about our stock option plan, please see “Incentive Plans — 2003 Stock Option Plan.” |
(2) | Based upon a fair market value of $10.05 per share of Common Stock, the closing price of a share of Common Stock on the Nasdaq National Market on January 1, 2005. |
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Bakers Footwear Group, Inc. Cash Bonus Plan |
2003 Stock Option Plan |
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• | the acquisition of beneficial ownership of 50% or more of our common stock or combined voting power by any person, entity or group (as defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934), except for Peter Edison and Bakers; | |
• | specific changes to our incumbent board of directors; or | |
• | approval of a reorganization, merger or consolidation in which our then current shareholders would not thereafter own more than 50% of our voting stock. |
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• | her not being selected chairman and chief executive officer after Peter Edison ceases to occupy those positions; or | |
• | within three years of her becoming our chairman and chief executive officer there is a material reduction in the nature or status of her duties and responsibilities, she is terminated without cause or there is a reduction in her overall compensation. |
• | her current base salary (as defined in the agreement); and | |
• | the average bonus payments made by us to Ms. Bergerac in the two calendar years immediately preceding the trigger event. |
• | Peter Edison ceasing to be our Chairman and Chief Executive Officer of the Company and within two years |
• | there is a material diminution in the nature or status of Mr. Tusman’s duties and responsibilities, | |
• | Mr. Tusman’s employment is terminated without cause, or | |
• | there is a reduction in his overall compensation; |
• | Mr. Tusman is terminated without cause and subsequently within six months Peter Edison is no longer our Chairman and Chief Executive Officer of the Company; or | |
• | The Company’s home office is transferred out of the St. Louis metropolitan area. |
• | two times the sum of his current base salary (as defined in the agreement); and | |
• | the average bonus payments made by us to Mr. Tusman in the two calendar years immediately preceding the trigger event. |
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Base Salary |
Cash Bonus Plan |
Stock-Based Compensation |
Chief Executive Officer Compensation |
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Deductibility of Compensation |
COMPENSATION COMMITTEE | |
Andrew N. Baur,Chair | |
Timothy F. Finley | |
Scott C. Schnuck |
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AUDIT COMMITTEE | |
Harry E. Rich,Chair | |
Andrew N. Baur | |
Timothy F. Finley |
Amount Billed for | ||||||||
Fiscal Year | ||||||||
Description of Professional Service | 2003 | 2004 | ||||||
Audit Fees — professional services rendered for the audit of our annual financial statements, SEC registration statements, comfort letters and consents in connection with the initial public offering and for quarterly reviews of the financial statements | $ | 620,779 | $ | 357,580 | ||||
Audit-Related Fees — assurance and related services by Ernst & Young LLP that are reasonably related to the performance of the audit or review of financial statements | — | 7,530 | ||||||
Tax Fees — professional services rendered by Ernst & Young LLP for tax compliance, tax consulting and tax planning | — | — | ||||||
All Other Fees | — | — | ||||||
Total Ernst & Young LLP Fees | $ | 620,779 | $ | 365,110 |
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2/5/2004 | 4/3/2004 | 7/3/2004 | 10/2/2004 | 1/1/2005 | ||||||||||||||||
Bakers Footwear Group, Inc. | 100.00 | 139.53 | 122.80 | 97.10 | 122.44 | |||||||||||||||
Coredata Apparel Store Group Index | 100.00 | 115.60 | 117.49 | 107.33 | 124.67 | |||||||||||||||
Russell 2000 Index | 100.00 | 101.64 | 102.29 | 99.07 | 112.67 |
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Proposals Included in Proxy Statement |
Proposals Not Included in the Proxy Statement |
• | the name, age, business and residential address, and principal occupation or employment of the nominee; | |
• | the class and number of shares of capital stock that are beneficially owned by such nominee on the date of such notice; | |
• | a description of all arrangements or understandings between the shareholder and each nominee and the name of any other person(s) pursuant to which the nomination(s) are to be made by the shareholder; | |
• | all other information relating to such shareholder(s) or any nominee(s) of such shareholder(s) that is required to be disclosed in solicitations of proxies for the election of directors, or is otherwise required, in each case pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 and | |
• | a representation that the shareholder(s) intends to appear in person or by proxy at the meeting to nominate the person(s) specified in the notice. |
• | a brief description of the business desired to be brought before the meeting and the reasons for conducting such business; | |
• | the text of the business (including the text of any resolutions proposed and the language of any proposed amendment to our charter documents); |
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• | the name and address, as they appear in our shareholder records, of the shareholder(s) proposing such business; | |
• | the class and number of shares of the stock which are beneficially owned by the proposing shareholder(s); | |
• | any material interest of the proposing shareholder(s) in such business; | |
• | all other information relating to such shareholder that is required to be disclosed pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934; and | |
• | a representation that the shareholder(s) intends to appear in person or by proxy at the meeting to propose such other business. |
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By Order of the Board of Directors, | |
BAKERS FOOTWEAR GROUP, INC. | |
LAWRENCE L. SPANLEY, JR. | |
Secretary |
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1. | Purpose of the Plan. |
(a) attract and retain executive, managerial and other salaried employees; | |
(b) attract and retain consultants; | |
(c) attract and retain members of the Company’s Board of Directors (“Directors”); | |
(d) motivate participants, by means of appropriate incentives, to achieve long-range goals; | |
(e) provide incentive compensation opportunities that are competitive with those of other similar businesses; and | |
(f) further align a participant’s interests with those of the Company’s stockholders through compensation that is based on the Company’s common stock, and thereby promote the long-term financial interests of the Company, including the growth in value of the Company’s equity and enhancement of long-term stockholder returns. |
2. | Awards Under the Plan. |
3. | Stock Subject to the Plan. |
4. | Administration. |
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5. | The Committee. |
6. | Eligibility. |
(i) executive, managerial and other salaried employees, and consultants, of the Company, its subsidiaries or any subsidiary of its subsidiaries, who may, but need not be, officers of the Company, or of its subsidiaries or divisions, who are determined by the Committee in its discretion, to be important to the future success of the Company (which such determination shall be conclusively evidenced by a grant or award under this Plan); and | |
(ii) Directors. |
7. | Performance Share Awards. |
(i) The Committee shall establish one or more performance programs, each with one or more specified objectives, and specified performance periods over which the specified objectives are targeted for achievement. The Committee may provide a minimum performance target and may provide for payment on a reduced scale if the targeted objective is not achieved but the minimum performance target is met or exceeded. | |
(ii) Eligible employees may be awarded Performance Shares in any one or more of the performance programs. Awards in any program shall be made to one or more eligible employees as determined by the Committee. The number of shares per award and the award frequency shall be determined at the discretion of the Committee. In making its determination of who shall be participants in any performance program, the Committee shall take into account such factors as the Committee deems relevant, including but not limited to, in its discretion, the participant’s level of responsibility, job performance, level and types of compensation, and number of shares of Common Stock owned. The Committee may require the participant to own shares of Common Stock as it may determine to be appropriate, to require the participant to provide proof of ownership of such shares and to report any sales or other disposition of shares during the performance period. | |
(iii) The Committee may determine terms and conditions for any performance program or Performance Share Award, including vesting conditions, in the payment of Performance Share Awards following the end of the performance period. | |
(iv) Upon the granting of any Performance Share Award by the Committee, the participant shall be advised of the number of Performance Shares awarded to him and of the terms of the Performance Share Award in a written Notice of Award given to the participant. |
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8. | Restricted Stock Awards. |
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9. | Other Stock-Based Awards. |
10. | Additional Provisions. |
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11. | Adjustments Upon Changes in Capitalization or Corporate Acquisitions. |
12. | Amendment and Termination. |
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13. | Effectiveness of the Plan. |
14. | Time of Granting Performance Share Awards, Restricted Stock Awards and Other Stock-Based Awards. |
16. | Term of Plan. |
17. | Change of Control |
(i) The purchase or other acquisition (other than from the Company) by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (“1934 Act”) (excluding, for this purpose, our Chairman of the Board and Chief Executive Officer on the date that this Plan is adopted, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of 50% or more of either the then-outstanding shares of Common Stock or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors; or | |
(ii) Individuals who, as of the date of the adoption of the Plan, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors) shall be, for purposes of this paragraph, considered as though such person were a member of the Incumbent Board; or | |
(iii) Approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation would not immediately thereafter own more than 50% of, |
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respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then-outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company. |
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BAKERS FOOTWEAR GROUP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
detached proxy card in the enclosed postage-prepaid envelope.
6FOLD AND DETACH HERE AND READ THE REVERSE SIDE6
PROXY
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE BUT THE PROXY IS SIGNED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR LISTED, FOR THE PROPOSAL TO APPROVE THE BAKERS FOOTWEAR GROUP, INC. 2005 INCENTIVE COMPENSATION PLAN, FOR THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. | Please mark your votes like this | x |
1. | ELECTION OF DIRECTORS | FOR ALL NOMINEES LISTED | WITHHOLD AUTHORITY FOR ALL NOMINEES LISTED | |||
o | o | |||||
To elect as directors to serve until the Company’s next annual meeting. | ||||||
Nominees: Peter A. Edison, Michele A. Bergerac, Andrew N. Baur, Timothy F. Finely, Harry E. Rich, Scott C. Schnuck | ||||||
(To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above.) | ||||||
FOR | AGAINST | ABSTAIN | ||||||
2. | PROPOSAL TO APPROVE THE BAKERS FOOTWEAR | o | o | o | ||||
GROUP, INC. 2005 INCENTIVE COMPENSATION PLAN | ||||||||
3. | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: | o | o | o | ||||
Ratification of Ernst & Young, LLP as the Company’s independent registered public accounting firm for fiscal year 2005. | ||||||||
4. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. | |||||||
If you personally plan to attend the Annual Meeting of Shareholders, please check the box below and list names of attendees on the reverse side. | o | |||||||
I/We do plan to attend the 2005 meeting. | ||||||||
COMPANY ID: | ||||||||
PROXY NUMBER: | ||||||||
ACCOUNT NUMBER: |
Signed: | Date: | , 2005 | Signed: | Date: | , 2005 | |||||||||||||
IMPORTANT:Please sign exactly as your name(s) appear above. If stock is held jointly, all joint owners must sign. Executors, administrators, trustees, guardians, custodians, corporate officers and others signing in a representative capacity should put their full title.
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6FOLD AND DETACH HERE AND READ THE REVERSE SIDE6
BAKERS FOOTWEAR GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS — JUNE 7, 2005
This Proxy is solicited on behalf of the Board of Directors of Bakers Footwear Group, Inc.
The undersigned shareholder(s), revoking all prior proxies, hereby appoint(s) Lawrence L. Spanley, Jr. and David M. Klemm, or either of them, the true and lawful attorneys-in-fact, agents and as proxies for the undersigned, with full power of substitution, to act and to vote all of the common stock of Bakers Footwear Group, Inc. that the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held at 2815 Scott Avenue St. Louis, MO 63103 on Tuesday, June 7, 2005, at 10:30 a.m., or at any adjournment or adjournments thereof.The proxies are directed to vote as instructed on the matters set forth on this card and all other matters at their discretion which may properly come before the meeting.The matters listed on the reverse side were proposed by the Company. The undersigned acknowledges that he/she has received a copy of the Notice of Annual Meeting and Proxy Statement.
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED, POSTAGE-PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NAMES OF ATTENDEE(S): | ||
(continued on the reverse side) |