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5203 BRISTOL INDUSTRIAL WAY
BUFORD, GEORGIA 30518
for the Stockholder Meeting to be Held on May 15, 2008
![](https://capedge.com/proxy/DEF 14A/0001188112-08-001152/brucewsmithsig.jpg)
Secretary
March 31, 2008
5203 Bristol Industrial Way
Buford, Georgia 30518
• | each of the Company’s directors and executive officers, including the named executive officers appearing in the Summary Compensation Table under “Executive Compensation and Related Matters;” and |
• | all persons known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding Common Stock. |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percentage of Common Stock Outstanding(2) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
FMR LLC (3) | 3,153,920 | (4) | 9.4 | % | ||||||
Dimensional Fund Advisors LP (5) | 2,819,273 | (6) | 8.4 | % | ||||||
Healthinvest Partners AB (7) | 2,409,679 | (8) | 7.2 | % | ||||||
Patrick J. Ferguson | 1,274,583 | (9) | 3.8 | % | ||||||
M. Christine Jacobs | 694,156 | (10) | 2.1 | % | ||||||
Bruce W. Smith | 265,198 | (11) | * | |||||||
Peter A.A. Saunders | 135,000 | (12) | * | |||||||
John V. Herndon | 123,817 | (13) | * | |||||||
Francis J. Tarallo | 96,761 | (14) | * | |||||||
R. Michael O’Bannon, Ph.D. | 86,287 | (15) | * | |||||||
Luther T. Griffith | 29,590 | (16) | * | |||||||
Michael Lang | 13,000 | (17) | * | |||||||
C. David Moody, Jr. | 4,152 | (18) | * | |||||||
All Directors and Officers as a Group (ten persons) | 2,722,544 | (19) | 7.9 | % |
* | Less than 1% |
(1) | Each person named in the table has sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by him or her, unless otherwise noted. |
(2) | The percentage of shares of Common Stock is calculated assuming that the beneficial owner has exercised any conversion rights, options or other rights to subscribe held by such beneficial owner that are currently exercisable or exercisable within 60 days and that no other conversion rights, options or other rights to subscribe have been exercised by anyone else. |
(3) | 82 Devonshire Street, Boston, Massachusetts 02109. |
(4) | Beneficial ownership as of December 31, 2007 as reported by FMR LLC, amending the statement on Schedule 13G previously filed by FMR Corp., the predecessor of FMR LLC. Fidelity Management & Research Company (“Fidelity”), a wholly owned subsidiary of FMR LLC and an investment adviser, is the beneficial owner of 3,153,920 shares as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The ownership of one investment company, Fidelity Low Priced Stock Fund, amounted to 3,153,920 shares of the Common Stock outstanding. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 3,153,920 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the |
predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares 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 LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, 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. |
(5) | 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. |
(6) | Beneficial ownership as of December 31, 2007 as reported on a Schedule 13G filed with the Commission on February 6, 2008. Dimensional Fund Advisors LP (formerly, Dimensional Fund Advisors Inc.) (“Dimensional”), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In its role as investment advisor or manager, Dimensional possesses investment and/or voting power over the securities of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. |
(7) | Arsenalsgatan 4, SE-111 47 Stockholm, Sweden. |
(8) | Beneficial ownership as reported on Schedule 13G/A filed with the Commission on February 14, 2008. All shares beneficially owned with voting and investment power. |
(9) | Includes 1,241,333 shares held by Mr. Ferguson and his wife as joint tenants with right of survivorship. Mr. and Mrs. Ferguson have full voting power with respect to these securities. Also includes 7,250 shares purchasable by Mr. Ferguson within 60 days upon exercise of options and 22,750 restricted stock shares subject to forfeiture at various dates before February 19, 2012. |
(10) | Includes 376,750 shares purchasable by Ms. Jacobs within 60 days upon exercise of options and 60,750 restricted stock shares subject to forfeiture at various dates before February 19, 2012. |
(11) | Includes 77,250 shares purchasable by Mr. Smith within 60 days upon exercise of options and 22,750 restricted stock shares subject to forfeiture at various dates before February 19, 2012. |
(12) | Includes 96,000 shares purchasable by Mr. Saunders within 60 days upon exercise of options and 10,000 restricted stock shares subject to forfeiture at various dates before May 17, 2010. |
(13) | Includes 96,000 shares purchasable by Mr. Herndon within 60 days upon exercise of options and 10,000 restricted stock shares subject to forfeiture at various dates before May 17, 2010. |
(14) | Includes 46,700 shares purchasable by Mr. Tarallo within 60 days upon exercise of options and 24,500 restricted stock shares subject to forfeiture at various dates before February 19, 2012. |
(15) | Includes 49,000 shares purchasable by Dr. O’Bannon within 60 days upon exercise of options and 12,250 restricted stock shares subject to forfeiture at various dates before February 19, 2012. |
(16) | Includes 8,334 restricted stock shares subject to forfeiture at various dates before May 17, 2010. |
(17) | Represents 13,000 restricted stock shares subject to forfeiture at various dates before February 19, 2012. |
(18) | Represents 4,152 restricted stock shares subject to forfeiture at various dates before May 17, 2010. |
(19) | Includes 748,950 shares purchasable by all Executive Officers and Directors as a group within 60 days upon exercise of options and 188,486 restricted stock shares subject to forfeiture at various dates before February 19, 2012. |
ELECTION OF DIRECTOR
Class I Director Nominees (current term expires in 2008) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
John V. Herndon Director since 1987 Age: 67 | Mr. Herndon joined the Company in April 1987, as Executive Vice President and in July 1989, was appointed President, Chief Executive Officer and Chairman of the Board of Directors of the Company. In August 1993, Mr. Herndon relinquished his role as Chief Executive Officer while retaining his position as Chairman of the Board of Directors of the Company. Mr. Herndon stepped down as Chairman of the Board in December 1994, and currently serves as a Director and Advisor to the Chief Executive Officer. | ||||||||||
Peter A.A. Saunders, F.R.S.A. (Fellow of Royal Society of Arts) Director since 1989 Age: 66 | Prior to his retirement in 1999, Mr. Saunders was Owner/Chairman of PASS Consultants from 1988 to 1997, a marketing and business consultancy company based in the United Kingdom. From 1992 to 1994 he served as managing director of United Artists Communications (London-U.K.) Ltd. and from 1972 to 1988 Mr. Saunders held various senior executive and managing directorship positions with Allders Department Stores in the U.K. From 1993 to 1998 Mr. Saunders was a non-executive business director of Mayday University Hospital, a 700-bed hospital in London. |
Class II Directors (term to expire in 2009) | ||||||
Luther T. Griffith Director since August 2006 Age 55 | Since 1994, Mr. Griffith has been President of Griffith Resources, Inc., which provides consulting and capital resources to small business in the process of change. Mr. Griffith has served as a director of Lifecore Biomedical, Inc., a NASDAQ-listed manufacturer of biomaterials and medical devices since 2004, where he currently serves as Chairman of the Audit Committee and serves on the Governance and Nominating Committee. | |||||
C. David Moody, Jr. Director since November 2007 Age 51 | Mr. Moody is President and Chief Executive Officer of C. D. Moody Construction Company, a commercial construction firm which Mr. Moody founded in 1988. Since 2000, Mr. Moody has also served as a director of Citizens Bancshares Corporation, a bank holding company traded on the Nasdaq Bulletin Board, where he is a member of the Loan Committee, a member of the Executive Committee and Chairman of the Asset and Liability Committee. | |||||
Class III Director (term to expire in 2010) | ||||||
M. Christine Jacobs Director since 1992 Age: 57 | Since 1992, Ms. Jacobs has been President and Chief Operating Officer of the Company, and in August 1993, Ms. Jacobs was promoted to the position of Chief Executive Officer while retaining the position of President. In 1997 Ms. Jacobs was elected Co-Chairman and in 1998 she was elected Chairman. She served as Chairman from 1998 to 2005, and from 2007 to present. Ms. Jacobs is also a member of the Board of Directors of McKesson Corporation, a NYSE company (ticker symbol, MCK) and serves on its Compensation and Governance Committees. Ms. Jacobs also sits on the Boards of The Georgia State University Foundation, the Georgia Aquarium, the Board of Councilors of the Carter Center in Atlanta, the American Council for Capital Formation and Friends of Centers for Disease Control and Prevention. |
Corporate Governance Committee meets the Board’s Corporate Governance Guidelines for independence and that the members of the Audit Committee meet the separate SEC independence requirements.
2005 and Galt Medical Corp. in 2006. Diversification through these two acquisitions has driven our revenue growth. These accomplishments have come under the leadership of our executive management team, assembled and led by Ms. Jacobs, our Chairman and Chief Executive Officer. Ms. Jacobs and the executive management team have strategically focused Theragenics on maintaining leadership in the brachytherapy industry, organic growth through product and market development in our surgical products business, continued diversification through acquisitions, and quality earnings and cash flows. The execution of this strategic focus has provided the foundation for the improvements in performance and the accomplishments discussed above.
performance factors, including the CEO’s successful diversification of our business, her success in continuing to protect reimbursement for brachytherapy, her recognition by our industry as an industry expert and as a staunch, vocal, visible and preeminent supporter of the practice of brachytherapy and the relative performance of our stock price in recent years, the Compensation Committee approved establishing the CEO’s base salary at $511,500 for 2007, very close to the 50th percentile level in the 2007 benchmark analysis.
climate. Threshold goals for revenue, EPS/operating income, and EBITDA represent the minimally acceptable financial results in order for a Named Executive Officer to receive any portion of the short-term incentive compensation based on these financial metrics. Achievement of threshold amounts on financial metrics pays out at 60% of the targeted short-term incentive compensation allocated to these metrics. Maximum goals related to financial metrics represent attainable financial results. But achievement of maximum goals will require results significantly above those thought to be reasonably achievable under Theragenics business plan given the current business climate. Achievement of all individual goals would result in a maximum award amount in the individual goal category. A maximum award within the discretionary category is dependent on the discretion of the Compensation Committee. Achievement of maximum amounts pay out at 200% of the targeted short-term compensation. Performance falling between Threshold and Target or Target and Maximum for financial goals are interpolated to arrive at the percent of base salary award earned. Individual goal awards are based on the number of goals accomplished and the award percentage associated with the accomplished goals. Discretionary awards are based on the discretion of the Compensation Committee.
Executive Officer | Based on revenue goals | Based on EPS/Operating income goals | Based on individual goals | Total | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
M. Christine Jacobs | $ | 69,829 | $ | 165,025 | $ | 102,551 | $ | 337,405 | ||||||||||
Francis J. Tarallo | 27,481 | 64,925 | 39,750 | 132,156 | ||||||||||||||
Bruce W. Smith | 27,999 | 66,150 | 16,200 | 110,349 | ||||||||||||||
Patrick J. Ferguson | 24,227 | 29,645 | 36,300 | 90,172 | ||||||||||||||
R. Michael O’Bannon | 21,051 | 49,735 | 25,375 | 96,161 |
Organizational Development provide that those individuals may resign for any reason in connection with a Change in Control. The CEO’s agreement provides that a Change in Control constitutes Good Reason.
Luther T. Griffith
C. David Moody, Jr.
Executive Officer | Office and Other Information | |||||
---|---|---|---|---|---|---|
M. Christine Jacobs Age: 57 | President and Chief Executive Officer. See information above under Class III Directors. | |||||
Francis J. Tarallo Age: 48 | Mr. Tarallo has served as Chief Financial Officer and Treasurer since August 2005, and President of the Company’s brachytherapy business since July 2007. He joined the Company in June 1998 as Director of Finance, and served as General Manager, Oak Ridge, from January 2001 to August 2005. Mr. Tarallo is a Certified Public Accountant. | |||||
Bruce W. Smith Age: 55 | Mr. Smith has been the Executive Vice-President for Strategy and Business Development since August 2002, Secretary since May 2005 and an Executive Vice-President of the Company since 1998. Mr. Smith joined the Company in 1987 and served as the Company’s Chief Financial Officer, Secretary and Treasurer from 1989 to August 2002. Mr. Smith serves as a director of the Georgia Biomedical Partnership, a 501(c)(3) organization. | |||||
R. Michael O’Bannon, Ph.D. Age: 58 | Dr. O’Bannon has been the Executive Vice-President of Organizational Development since June 1998. Prior to joining Theragenics, Dr. O’Bannon worked in private practice as a Corporate Psychologist. Dr. O’Bannon earned a B.A., English Literature and a Ph.D., Clinical Psychology from the University of Alabama. Dr. O’Bannon serves on the Board of Directors of EEG Spectrum International, a privately-held company providing training in EEG biofeedback treatment methodologies. | |||||
Patrick J. Ferguson Age: 51 | Mr. Ferguson is President of the Company’s CP Medical subsidiary, which was acquired by Theragenics Corporation in May 2005. Mr. Ferguson founded CP Medical in 1990 and has been President of CP Medical since its inception. | |||||
Michael Lang Age: 52 | Mr. Lang has been President of the Company’s Galt Medical Corp. subsidiary since September 2007, and has over 25 years of experience in the medical device industry. Most recently, from 2004 until September 2007, Mr. Lang led the medical device practice of Bioenterprise where he advised client firms and academic institutions as well as raised venture capital to initiate new start-up businesses. From 2000 to 2004, Mr. Lang was General Manager of Avery Dennison Medical and founded a new business unit, Avery Dennison Microreplication, both of which provided proprietary products to medical device customers. |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | (d)(1) | (e)(2) | (f)(3) | (g)(4) | (h) | (i)(5) | (j) | |||||||||||||||||||||||||||||
M. Christine Jacobs | 2007 | �� | 511,500 | 35,000 | 124,365 | 81,831 | 337,405 | 60,477 | 1,150,578 | |||||||||||||||||||||||||||||
President & Chief Executive Officer | 2006 | 493,000 | 32,175 | 67,190 | 237,825 | 60,028 | 890,218 | |||||||||||||||||||||||||||||||
Francis J. Tarallo | 2007 | 265,000 | 30,000 | 60,099 | 42,190 | 132,156 | 17,753 | 547,198 | ||||||||||||||||||||||||||||||
Chief Financial Officer & Treasurer | 2006 | 235,000 | 30,000 | 52,124 | 2,102 | 92,120 | 16,687 | 428,033 | ||||||||||||||||||||||||||||||
Bruce W. Smith | 2007 | 270,000 | 20,000 | 46,421 | 35,419 | 110,349 | 20,025 | 502,214 | ||||||||||||||||||||||||||||||
Executive Vice-President of Strategy and Business Development | 2006 | 255,000 | 20,000 | 18,751 | 1,558 | 107,100 | 20,114 | 422,523 | ||||||||||||||||||||||||||||||
R. Michael O’Bannon, Ph.D. | 2007 | 203,000 | 28,250 | 19,542 | 96,161 | (6 | ) | 346,953 | ||||||||||||||||||||||||||||||
Executive Vice-President of Organizational Development | 2006 | 196,000 | 14,063 | 1,588 | 82,320 | (6 | ) | 293,971 | ||||||||||||||||||||||||||||||
Patrick J. Ferguson | 2007 | 242,000 | 17,000 | 48,867 | 35,419 | 90,172 | 20,426 | 453,884 | ||||||||||||||||||||||||||||||
President CP Medical | 2006 | 220,000 | 10,000 | 22,059 | 63,800 | 14,868 | 330,727 |
(1) | The amount in column (d) represents discretionary cash bonuses. |
(2) | This column represents the dollar amount recognized for financial statement reporting purposes in the year indicated with respect to the fair value of the performance right awards and restricted stock unit awards granted, in accordance with Statement of Financial Accounting Standards No. 123R (“SFAS 123R”). 2007 consists of accounting expense for awards granted in 2007, 2006 and 2005. 2006 consists of accounting expense for awards granted in 2006, 2005 and 2004. For more information on valuation of share-based awards, see footnote J to the Company’s financial statements included in Form 10-K for the year ended December 31, 2007. These amounts reflect the Company’s accounting expense for these awards in the year indicated, and do not correspond to the actual value that will be recognized by the Named Executive Officer. See theGrants of Plan-Based Awards Table for information on awards made in 2007. |
(3) | This column represents the dollar amount recognized for financial statement reporting purposes in the year indicated with respect to the fair value of stock options granted, in accordance with SFAS 123R. For more information on valuation of share-based awards, see footnote J to the Company’s financial statements included in Form 10-K for the year ended December 31, 2007. These amounts reflect the Company’s accounting expense for these awards in the year indicated, and do not correspond to the actual value that will be recognized by the Named Executive Officer. See the Grants of Plan-Based Awards Table for information on awards made in 2007. |
(4) | The amount in column (g) reflects the cash awards to the named individuals under the Short-Term Incentive Compensation program, which is discussed in further detail in theCompensation Discussion and Analysis included herein. |
(5) | The amount shown in column (i) includes: |
• | $35,000 paid to Ms. Jacobs to be used at her discretion to the end of producing retirement income; |
• | amount paid for financial counseling and tax preparation services for Mr. Tarallo, Mr. Smith and Mr. Ferguson; |
• | a monthly car allowance to Mr. Tarallo, Mr. Smith and Mr. Ferguson; |
• | amounts paid for life insurance premiums on behalf of each Named Executive Officer; |
• | tax gross-ups for each of the previous perquisites provided to the Named Executive Officer; |
• | matching contributions allocated by the Company to each of the Named Executive Officers pursuant to the Employee Savings Plans (401(k) Plans); and |
• | amount paid for long-term disability insurance premiums on behalf of Ms. Jacobs. |
(6) | All Other Compensation for Dr. O’Bannon is less than the $10,000 reporting threshold. |
Except for the $35,000 amount paid to Ms. Jacobs as identified above in this footnote, the amount attributable to each such perquisite or benefit for each Named Executive Officer does not exceed the greater of $25,000 or 10% of the total amount of perquisites received by such Named Executive Officer. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | ||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | All Other Stock Awards: Number Of Shares Of Stock Or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/sh) (k) | Grant Date Fair Value of Stock and Option Awards (l) (5) | ||||||||||||||||||||||||||||||||||||
M. Christine Jacobs | |||||||||||||||||||||||||||||||||||||||||||||||
Short-term cash incentive (1) | 2/13/07 | 141,450 | 235,750 | 471,500 | |||||||||||||||||||||||||||||||||||||||||||
Long-term cash incentive (2) | 2/13/07 | 87,500 | 175,000 | 350,000 | |||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — restricted stock (3) | 2/13/07 | 29,000 | 145,000 | ||||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — stock options (4) | 2/13/07 | 67,000 | 5.00 | 179,560 | |||||||||||||||||||||||||||||||||||||||||||
Francis J. Tarallo | |||||||||||||||||||||||||||||||||||||||||||||||
Short-term cash incentive (1) | 2/13/07 | 55,650 | 92,750 | 185,500 | |||||||||||||||||||||||||||||||||||||||||||
Long-term cash incentive (2) | 2/13/07 | 42,500 | 85,000 | 170,000 | |||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — restricted stock (3) | 2/13/07 | 14,000 | 70,000 | ||||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — stock options (4) | 2/13/07 | 34,000 | 5.00 | 91,120 | |||||||||||||||||||||||||||||||||||||||||||
Bruce W. Smith | |||||||||||||||||||||||||||||||||||||||||||||||
Short-term cash incentive (1) | 2/13/07 | 56,700 | 94,500 | 189,000 | |||||||||||||||||||||||||||||||||||||||||||
Long-term cash incentive (2) | 2/13/07 | 37,500 | 75,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — restricted stock (3) | 2/13/07 | 13,000 | 65,000 | ||||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — stock options (4) | 2/13/07 | 29,000 | 5.00 | 77,720 | |||||||||||||||||||||||||||||||||||||||||||
R. Michael O’Bannon, Ph.D. | |||||||||||||||||||||||||||||||||||||||||||||||
Short-term cash incentive (1) | 2/13/07 | 42,630 | 71,050 | 142,100 | |||||||||||||||||||||||||||||||||||||||||||
Long-term cash incentive (2) | 2/13/07 | 20,000 | 40,000 | 80,000 | |||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — restricted stock (3) | 2/13/07 | 7,000 | 35,000 | ||||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — stock options (4) | 2/13/07 | 16,000 | 5.00 | 42,880 | |||||||||||||||||||||||||||||||||||||||||||
Patrick J. Ferguson | |||||||||||||||||||||||||||||||||||||||||||||||
Short-term cash incentive (1) | 2/13/07 | 50,820 | 84,700 | 169,400 | |||||||||||||||||||||||||||||||||||||||||||
Long-term cash incentive (2) | 2/13/07 | 37,500 | 75,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — restricted stock (3) | 2/13/07 | 13,000 | 65,000 | ||||||||||||||||||||||||||||||||||||||||||||
Long-term incentive award — stock options (4) | 2/13/07 | 29,000 | 5.00 | 77,720 |
(1) | Threshold, target and maximum amounts under the Company’s 2007 short-term incentive awards. See discussion ofShort-term Incentive Compensation inCompensation Discussion and Analysis above. |
(2) | Threshold, target and maximum amounts payable under the Company’s 2007 Long-Term Cash Incentive Award. Fifty percent (50%) of the Cash Bonus Opportunity will be based upon the cumulative revenue of the Company for the period 2007 to 2009 and 50% will be based upon the cumulative earnings per share of the Company for the same period, in each case as measured relative to its strategic objectives over the 2007 to 2009 period. Cumulative threshold, target and maximum amounts have been developed, based on the Company’s strategic plan, and the 2007 Long-Term Cash Bonus Award will be measured and paid according to the following schedule: |
Payout as Percent of Target Amount | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Cumulative amount | Revenue Goal | EPS Goal | |||||||||
Maximum (or greater) | 100 | % | 100 | % | |||||||
Target | 50 | % | 50 | % | |||||||
Threshold | 25 | % | 25 | % | |||||||
Below threshold | 0 | % | 0 | % |
If employment of the Executive with Theragenics or an affiliate is terminated before December 31, 2009 due to death, disability, or is terminated by the Company without cause, the Executive will be entitled to a pro rata portion of the cash bonus in accordance with the terms of the Award. If employment is terminated for any other reason before December 31, 2009 (unless a change in control as defined in the Award occurs before then), the cash bonus opportunity will be forfeited. If a change in control occurs before December 31, 2009, the cash award becomes vested at the target level, provided the executive is employed by Theragenics or an affiliate as of the date of the change in control. |
(3) | Restricted stock grants that vest in four equal annual installments beginning February 13, 2008. This restricted stock was granted in February 2007 in connection with the Company’s 2007 Long-term Incentive Compensation Awards. See discussion ofLong-term Incentive Compensation inCompensation Discussion and Analysis above. |
(4) | Incentive stock option awards that vest in four equal annual installments beginning February 13, 2008. These stock options were granted in February 2007 in connection with the Company’s 2007 Long-term Incentive Compensation Awards. See discussion ofLong-term Incentive Compensation inCompensation Discussion and Analysis above. The exercise price of the stock option awards is equal to the market value of the Company’s stock on the grant date of the award. |
(5) | The amounts shown in column (l) represent the total fair value of the restricted stock and stock option awards granted in 2007 in accordance with SFAS 123R. These amounts are expected to be recognized for financial statement reporting purposes over the 2007 – 2010 period. For more information on valuation of share-based awards, see footnote J to the Company’s financial statements included in Form 10-K for the year ended December 31, 2007. These amounts reflect the Company’s expected accounting expense for these awards over the 2007 – 2010 period, and do not correspond to the actual value that will be recognized by the Named Executive Officer. |
December 31, 2007
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||
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Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)* | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)* | ||||||||||||||||||||||||||||||
M. Christine Jacobs | 67,000 | (1) | 5.00 | 2/13/17 | 29,000 | (2) | 103,820 | ||||||||||||||||||||||||||||||||
180,000 | 9.69 | 8/26/09 | 12,900 | (3) | 46,182 | 21,094 | (4) | 75,517 | |||||||||||||||||||||||||||||||
180,000 | 5.02 | 8/26/12 | |||||||||||||||||||||||||||||||||||||
Francis J. Tarallo | 34,000 | (1) | 5.00 | 2/13/17 | 14,000 | (2) | 50,120 | ||||||||||||||||||||||||||||||||
15,000 | 8.88 | 12/19/09 | 6,000 | (3) | 21,480 | 9,811 | (4) | 35,123 | |||||||||||||||||||||||||||||||
10,000 | 5.38 | 1/3/11 | |||||||||||||||||||||||||||||||||||||
10,000 | 4.28 | 12/20/12 | |||||||||||||||||||||||||||||||||||||
2,133 | 1,067 (5 | ) | 3.95 | 1/14/15 | |||||||||||||||||||||||||||||||||||
Bruce W. Smith | 29,000 | (1) | 5.00 | 2/13/17 | 13,000 | (2) | 46,540 | ||||||||||||||||||||||||||||||||
50,000 | 8.88 | 12/19/09 | 3,600 | (3) | 12,888 | 5,887 | (4) | 21,075 | |||||||||||||||||||||||||||||||
20,000 | 4.28 | 12/20/12 | |||||||||||||||||||||||||||||||||||||
R. Michael O’Bannon, Ph.D. | 16,000 | (1) | 5.00 | 2/13/17 | 7,000 | (2) | 25,060 | ||||||||||||||||||||||||||||||||
25,000 | 8.88 | 12/19/09 | 2,700 | (3) | 9,666 | 4,415 | (4) | 15,806 | |||||||||||||||||||||||||||||||
20,000 | 4.28 | 12/20/12 | |||||||||||||||||||||||||||||||||||||
Patrick J. Ferguson | 29,000 | (1) | 5.00 | 2/13/17 | 13,000 | (2) | 46,540 | ||||||||||||||||||||||||||||||||
6,000 | (3) | 21,480 | 9,811 | (4) | 35,123 |
* | Based on the closing price of the Company’s common stock on December 31, 2007 of $3.58. The market value or payout value of unvested shares and rights does not correspond to the actual value that may ultimately be realized by the Named Executive Officer. |
(1) | Outstanding unvested stock options vest in four equal annual installments beginning 2/13/08. These stock options were granted in February 2007 in connection with the 2007 long term incentive awards. |
(2) | Restricted stock grant vests in four equal annual installments beginning 2/13/08. This restricted stock was granted in February 2007 in connection with the 2007 long term incentive awards. |
(3) | Represents time-based vesting portion of performance rights granted on 2/15/06 for the 2006 – 2008 performance cycle that are scheduled to vest December 31, 2008, subject to acceleration in certain events. The performance rights vest at a minimum level of .30 of a share for each performance right subject to continued employment. See also Note 4. |
(4) | Represents the performance-based vesting portion of the performance rights granted on 2/15/06 for the 2006 – 2008 performance cycle. These performance rights are scheduled to vest on December 31, 2008 subject to continued employment and acceleration in certain events. The number of shares issuable upon vesting is based on performance measures and will earn a minimum of 30% of target, up to a maximum 200% of target. The number of shares are measured over the three year period and tied to actual performance measures including cumulative revenue goals, cumulative earnings per share goals and the Board of Directors and Compensation Committee’s discretionary measurement of corporate performance. The estimated payout in shares is based on performance measures calculated at 12/31/2007 and may vary from the final award. (See the discussion ofLong-term Incentive Compensation in theCompensation Discussion and Analysis included herein). |
(5) | Remaining outstanding unvested stock options vest on 1/14/08. |
As of Fiscal Year-End December 31, 2007
Option Awards | Stock Awards | ||||||||||||||||||
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Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | |||||||||||||||
M. Christine Jacobs | — | — | 13,438 | 48,108 | |||||||||||||||
Francis J. Tarallo | — | — | 6,250 | 22,375 | |||||||||||||||
Bruce W. Smith | — | — | 3,750 | 13,425 | |||||||||||||||
R. Michael O’Bannon, Ph.D. | — | — | 2,813 | 10,071 | |||||||||||||||
Patrick J. Ferguson | — | — | 6,250 | 22,375 |
(1) | Performance Restricted Stock Units granted in 2005 vested on December 31, 2007. The number of shares distributed was calculated at 62.5% of target, which was fixed by the Compensation Committee and Board of Directors in November 2005. |
(2) | Value realized on vesting is based on the closing price of the Company’s common stock on December 31, 2007 of $3.58, and does not include any withholding taxes paid by the Named Executive Officer. |
(a) | (b) | (c) | ||||||||||||
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Plan Category | Number of Securities to be Issued Upon Exercise or Vesting of Outstanding Options, Warrants and Rights(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))(3) | |||||||||||
Equity compensation plans approved by security holders | 1,415,104 | $ | 8.33 | 1,591,199 | ||||||||||
Equity compensation plans not approved by security holders | None | N/A | N/A | |||||||||||
Total | 1,415,104 | $ | 8.33 | 1,591,199 |
(1) | In addition to outstanding options, warrants and rights, column (a) reflects the minimum shares issuable upon vesting of time-based performance rights granted for the 2006 – 2008 performance cycle. To the extent the performance rights vest at a level exceeding the minimum level, shares to be issued upon exercise or vesting of outstanding options, warrants and rights would be higher than indicated in column (a) and shares available for future issuance would decrease or increase, respectively by the same amount from the number indicated in column (c). |
(2) | No exercise price is payable with respect to the performance or restricted stock rights, and accordingly the weighted-average exercise price is calculated based solely on outstanding options. |
(3) | Reflects shares of Common Stock remaining available for future issuance under the Company’s 2006 and 2000 Stock Incentive Plans, and 36,000 shares of Common Stock remaining available for future issuance under the Company’s Employee Stock Purchase Plan. |
Triggering Event | Accrued Vacation Pay ($) | Bonus ($) (1) | Severance ($) (2) | Long- Term Incentive Program Cash Bonus ($) (3) | Accelerated Restricted Stock and Stock Options ($) (4) | Accelerated Performance Awards ($) (5) | Continued Health Insurance Coverage (present value) ($) | Other Continued Health Insurance Coverage (present value) ($) | Life Insurance Benefits ($) (6) | Excise Tax and Tax Gross-up ($) (7) | ||||||||||||||||||||||||||||||||
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M. Christine Jacobs | ||||||||||||||||||||||||||||||||||||||||||
Death | 9,836 | 337,000 | 24,172 | 48,994 | 81,057 | 300,000 | ||||||||||||||||||||||||||||||||||||
Disability | 9,836 | 337,000 | 24,172 | 48,994 | 81,057 | 10,168 | 22,116 | |||||||||||||||||||||||||||||||||||
Resignation/Termination for Cause | 9,836 | |||||||||||||||||||||||||||||||||||||||||
Resignation for Good Reason/Termination without Cause | 9,836 | 337,000 | 1,563,000 | 24,172 | 48,994 | 81,057 | 10,168 | 22,116 | ||||||||||||||||||||||||||||||||||
Involuntary Termination/ Resignation upon Change in Control | 9,836 | 337,000 | 2,286,905 | 175,000 | $103,820 | 153,940 | 10,168 | 22,116 | 984,347 | |||||||||||||||||||||||||||||||||
Francis J. Tarallo | ||||||||||||||||||||||||||||||||||||||||||
Death | 5,096 | 11,795 | 23,652 | 37,701 | 200,000 | |||||||||||||||||||||||||||||||||||||
Disability | 5,096 | 11,795 | 23,652 | 37,701 | ||||||||||||||||||||||||||||||||||||||
Resignation/Termination for Cause | 5,096 | |||||||||||||||||||||||||||||||||||||||||
Resignation for Good Reason/Termination without Cause | 5,096 | 530,000 | 11,795 | 23,652 | 37,701 | |||||||||||||||||||||||||||||||||||||
Involuntary Termination/ Resignation upon Change in Control | 5,096 | 795,000 | 85,000 | 50,120 | 71,600 | |||||||||||||||||||||||||||||||||||||
Bruce W. Smith | ||||||||||||||||||||||||||||||||||||||||||
Death | 5,192 | 10,407 | 21,963 | 22,621 | 300,000 | |||||||||||||||||||||||||||||||||||||
Disability | 5,192 | 10,407 | 21,963 | 22,621 | ||||||||||||||||||||||||||||||||||||||
Resignation/Termination for Cause | 5,192 | |||||||||||||||||||||||||||||||||||||||||
Resignation for Good Reason/ Termination without Cause | 5,192 | 540,000 | 10,407 | 21,963 | 22,621 | |||||||||||||||||||||||||||||||||||||
Involuntary Termination/ Resignation upon Change in Control | 5,192 | 621,310 | 75,000 | 46,540 | 42,960 | |||||||||||||||||||||||||||||||||||||
R. Michael O’Bannon, Ph.D. | ||||||||||||||||||||||||||||||||||||||||||
Death | 3,904 | 5,550 | 11,826 | 16,966 | 200,000 | |||||||||||||||||||||||||||||||||||||
Disability | 3,904 | 5,550 | 11,826 | 16,966 | ||||||||||||||||||||||||||||||||||||||
Resignation/Termination for Cause | 3,904 | |||||||||||||||||||||||||||||||||||||||||
Resignation for Good Reason/ Termination without Cause | 3,904 | 203,000 | 5,550 | 11,826 | 16,966 | |||||||||||||||||||||||||||||||||||||
Involuntary Termination/ Resignation upon Change in Control | 3,904 | 406,000 | 40,000 | 25,060 | 32,220 |
Patrick J. Ferguson | ||||||||||||||||||||||||||||||||||||||||||
Death | 4,654 | 10,407 | 21,963 | 37,701 | 200,000 | |||||||||||||||||||||||||||||||||||||
Disability | 4,654 | 10,407 | 21,963 | 37,701 | ||||||||||||||||||||||||||||||||||||||
Resignation/Termination for Cause | 4,654 | |||||||||||||||||||||||||||||||||||||||||
Resignation for Good Reason/ Termination without Cause | 4,654 | 484,000 | 10,407 | 21,963 | 37,701 | |||||||||||||||||||||||||||||||||||||
Involuntary Termination/ Resignation upon Change in Control | 4,654 | 484,000 | 75,000 | 46,540 | 71,600 |
(1) | For Ms. Jacobs, represents lump-sum payment for the most recently paid annual bonus. |
(2) | For Ms. Jacobs, severance is paid as one lump sum. For all other Named Executive Officers, severance is paid over a one to three year period. |
(3) | Represents the cash bonus opportunity of the Long-Term Incentive Program where 50% of the Cash Bonus is based upon cumulative revenue in the 2007 to 2009 performance period and 50% is based upon cumulative EPS in the same period, as measured relative to the Company’s strategic objectives for the performance period. Threshold, target and maximum amounts have been developed, based on the Company’s strategic plan. In the event of termination other than change in control or for cause, the award is prorated in the same proportion that the number of days elapsed since the beginning of the Performance Period. If a Change in Control occurs during the Performance Period while the Participant is an employee of the Company, the Participant is paid the full value of the Cash Incentive Award determined as if the Company had performed at the Target Performance Level for the duration of the Performance Period and the Participant had remained employed for the duration of the Performance Period. If the Company or an Affiliate terminates the Participant’s employment for Cause or the Participant resigns before the last day of the Performance Period, the Participant is not entitled to any Cash Incentive Award. |
(4) | Represents accelerated vesting of the February 13, 2007 Restricted Stock grant to each Named Executive Officer. The vested restricted shares are valued at the closing price of the Company’s common stock at December 31, 2007 of $3.58. A pro rata portion of unvested restricted shares would vest in the same proportion that the number of full days elapsed between the grant date and December 31, 2007, except in the event of a change in control. In the event of a change in control, all unvested restricted shares become vested. No value is included for accelerated vesting of stock options because the exercise price of all unvested stock options was greater than the closing price of the Company’s stock at December 31, 2007. |
(5) | Represents the pro rata amount of the immediate vesting of performance rights under the 2006 – 2008 performance cycle based on the performance estimate as of December 31, 2007 and the closing price of the Company’s common stock at December 31, 2007 of $3.58 (actual performance under the 2006 – 2008 performance cycle will be determined as of 12/31/08). In the event of a change in control, all performance rights are immediately vested at target amount. |
(6) | Represents proceeds to named beneficiaries upon death of the Named Executive Officer. |
(7) | A portion of Ms. Jacobs’ severance amount calculated for purposes of this schedule in connection with a change in control would be considered “parachute payments” under federal law and subject to federal excise tax (i.e. are associated with a change in control of the Company and exceed a certain level). In accordance with her contract, the amount under this column represents an additional amount to Ms. Jacobs to put her in the same after-tax position as if no excise tax had been incurred. |
bonus in the last three fiscal years if the termination is within one year of a Change in Control) full vesting of all stock options and any other stock grants, and continuation of other employee health and welfare benefits for two years from the date of termination. Under the agreement, “accrued obligations” include an amount equal to bonus paid for the prior fiscal year prorated for the portion of the current fiscal year prior to termination or expiration. “Cause” includes events such as the commission of a felony, fraud or dishonesty that results in material harm to the Company, grossly inappropriate conduct that would materially harm the Company, or a material breach of the employment agreement. “Good Reason” includes events such as an adverse material change in Ms. Jacobs’ role at the Company, a reduction of her compensation, relocation, the occurrence of a “Change in Control,” or a material breach of the employment agreement by the Company.
December 31, 2007
Name and Principal Position | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
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(a)(1) | | (b) | (c)(2) | (d) (3) | (e) | (f) | (g) (5) | (h) | |||||||||||||||||||||||||||
Luther T. Griffith | 2007 | 50,480 | 16,146 | 66,626 | |||||||||||||||||||||||||||||||
2006 | 24,022 | 4,311 | 28,333 | ||||||||||||||||||||||||||||||||
John V. Herndon (4) | 2007 | 75,000 | 18,835 | 3,067 | 96,902 | ||||||||||||||||||||||||||||||
2006 | 75,000 | 16,139 | 2,700 | 93,839 | |||||||||||||||||||||||||||||||
C. David Moody, Jr. | 2007 | 3,674 | 2,197 | 5,871 | |||||||||||||||||||||||||||||||
2006 | |||||||||||||||||||||||||||||||||||
Peter A. A. Saunders | 2007 | 53,500 | 18,835 | 72,335 | |||||||||||||||||||||||||||||||
2006 | 55,357 | 16,139 | 71,496 | ||||||||||||||||||||||||||||||||
Former Directors: | |||||||||||||||||||||||||||||||||||
Otis W. Brawley, M.D. (6) | 2007 | 51,000 | 18,835 | 69,835 | |||||||||||||||||||||||||||||||
2006 | 54,357 | 16,139 | 2,945 | 73,441 | |||||||||||||||||||||||||||||||
Orwin L. Carter, Ph.D. (6) | 2007 | 32,640 | 19,955 | 1,434 | 54,029 | ||||||||||||||||||||||||||||||
2006 | 73,305 | 16,139 | 10,036 | 99,480 | |||||||||||||||||||||||||||||||
Judith Starkey (6) | 2007 | 26,695 | 17,250 | 43,945 | |||||||||||||||||||||||||||||||
2006 |
(1) | M. Christine Jacobs, the Company’s President and Chief Executive Officer is not included in this table as Ms. Jacobs is an employee of the Company and thus receives no compensation for services as a director. The compensation received by Ms. Jacobs as an employee of the Company is shown in theSummary Compensation Table included herein. |
(2) | This column represents the dollar amount recognized for financial statement reporting purposes in the year indicated with respect to the fair value of the restricted stock awards in accordance with SFAS 123R. The grant date fair value of awards for 2007 was $4.60, with the exception of Mr. Moody, whose restricted shares had a grant date fair value of $3.86 per share. The grant date fair value of awards for 2006 was: $3.27 per share for Dr. Brawley, Dr. Carter, Mr. Herndon and Mr. Saunders; and $3.20 per share for Mr. Griffith. For more information on valuation of stock awards, see footnote J to the Company’s financial statements included in Form 10-K for the year ended December 31, 2007. These amounts reflect the Company’s accounting expense for these awards, and do not correspond to the actual value that will be recognized by the Director. At December 31, 2007, the aggregate number of unvested restricted stock awards outstanding was: Mr. Griffith—8,334; Mr. Herndon—10,000; Mr. Moody—4,152; and Mr. Saunders—10,000. |
(3) | This column represents the dollar amount recognized for financial statement reporting purposes for the year indicated with respect to the fair value of stock options grants, in accordance with SFAS 123R. No stock options were granted to Directors in 2007 or 2006. For more information on valuation of stock awards, see footnote J to the Company’s financial statements included in Form 10-K for the year ended December 31, 2007. These amounts reflect the Company’s accounting expense for these awards, and do not correspond to the actual value that will be recognized by the Director. At December 31, 2007, the aggregate number of option awards outstanding was: Mr. Herndon—96,000; and Mr. Saunders—96,000. |
(4) | Mr. Herndon, a Director and former chief executive officer of the Company, has served as Advisor-to-the-Chief Executive Officer since the third quarter of 1993. For his continued service as Advisor-to-the-Chief Executive Officer, Mr. Herndon’s annual salary is $75,000. In view of his compensation as Advisor-to-the Chief Executive Officer, Mr. Herndon does not receive the annual Director cash retainer or Director meeting fees. |
(5) | Represents amount of matching contribution allocated by the Company pursuant to the Employee Savings Plan (401(k) Plan). |
(6) | Not currently a director. Dr. Brawley resigned from the Board of Directors on January 15, 2008. Ms. Starkey resigned as of December 31, 2007 and Dr. Carter’s term as a Director was completed on May 17, 2007. |
• | The Committee has reviewed and discussed the Company’s 2007 audited consolidated financial statements with its Management, including the reasonableness of significant estimates and judgments and the clarity of disclosure in the Company’s financial statements, including the disclosures related to the Company’s critical accounting policies; |
• | The Committee has discussed with Dixon Hughes, the matters required to be discussed by SAS 61, which include, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements; |
• | The Committee has received written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (which relates to the independence of Dixon Hughes from the Company and its related entities) and has discussed with the auditors their independence from the Company; and |
• | Based on review and discussions of the Company’s 2007 audited consolidated financial statements with Management and discussions with Dixon Hughes, the Audit Committee recommended to the Board of Directors that the Company’s 2007 audited consolidated financial statements be included in its Annual Report on Form 10-K. |
C. David Moody, Jr.
Peter A.A. Saunders
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
March 31, 2008
![](https://capedge.com/proxy/DEF 14A/0001188112-08-001152/theragenics-logo.jpg)
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Theragenics Corporation | |||||||
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Using a black ink pen, mark your votes with an X as shown in | x |
this example. Please do not write outside the designated areas. |
A | Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2. |
For | Against | Abstain | ||||
2. | To ratify the appointment of Dixon Hughes PLLC as independent auditor. | o | o | o | 3. | In their discretion, the Proxies, or either of them, are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. |
B | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
/ / |
![]() | 1 U P X | 0 1 6 8 5 6 2 | ![]() |
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
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PROXY / VOTING INSTRUCTION CARD — Theragenics Corporation
This Proxy is Solicited on Behalf of The Board of Directors
Annual Meeting of the Stockholders — May 15, 2008
The undersigned hereby appoints Mr. Francis J. Tarallo or Mr. Bruce W. Smith, or either of them (the “Proxies”), as the undersigned’s Proxy or Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all shares of Common Stock of Theragenics Corporation (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of the Stockholders of the Company to be held on May 15, 2008, or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF JOHN V. HERNDON AND PETER A.A. SAUNDERS AND TO RATIFY THE APPOINTMENT OF DIXON HUGHES PLLC AS INDEPENDENT AUDITOR.
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure your shares are represented at the meeting by promptly returning your proxy in the enclosed envelope.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.