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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 Material Under Rule 14a-12 |
Giant Industries, Inc.
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. | |
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(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
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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: | ||||
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![(GIANT INDUSTRIES LOGO)](https://capedge.com/proxy/DEF 14A/0000950153-05-000538/p70340giantlg.gif)
1. Elect three directors to hold office until the 2008 annual meeting of stockholders, | |
2. Ratify the appointment of Deloitte & Touche LLP as our independent auditors for the year ending December 31, 2005, and | |
3. Consider any other matters that may properly come before the meeting. |
By Order of the Board of Directors | |
![]() | |
Fred L. Holliger | |
Chairman of the Board of Directors |
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What is the purpose of the meeting? |
Who is entitled to vote at the meeting? |
What are my voting rights? |
How many shares must be present to hold the meeting? |
• | You are present and vote in person at the meeting, or | |
• | You have properly submitted a proxy card by mail. |
How do I vote my shares? |
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What is the difference between a stockholder of record and a “street name” holder? |
What does it mean if I receive more than one proxy card? |
Can I vote my shares in person at the meeting? |
What vote is required for the matters brought before the meeting? |
How are votes counted? |
How does the board recommend that I vote? |
• | FOR the nominees for director, and | |
• | FOR the ratification of the selection of Deloitte & Touche LLP as our independent auditors for 2005. |
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What if I sign and return my proxy card but I do not specify how I want my shares voted? |
• | FOR the nominees for director, and | |
• | FOR the ratification of the selection of Deloitte & Touche LLP as our independent auditors for 2005. |
Can I change or revoke my vote after submitting my proxy? |
• | Delivering to our corporate secretary a written revocation notice with a date later than the date of the proxy, | |
• | Signing and delivering to our corporate secretary a later proxy relating to the same shares, or | |
• | Attending the meeting and voting in person. Please note that simply attending the meeting is not sufficient to revoke your proxy. To change or revoke your vote, you must submit a new proxy card or a written revocation at the meeting. |
How can I attend the meeting? |
Who pays for the cost of proxy preparation and solicitation? |
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Age (as of March 1, 2005), | ||
Nominee | Principal Occupation and Business Experience | |
Anthony J. Bernitsky | Anthony J. Bernitsky, age 75, has served as one of our directors since August 1996. Mr. Bernitsky also serves as a member of the audit committee, the compensation committee, and the corporate governance and nominating committee. Mr. Bernitsky has been a co-owner, director and the president of PoorBern Leasing Company since he founded it in 1982. PoorBern Leasing Company leases property used in a wholesale and retail gasoline business with service stations and convenience stores located in New Mexico and on the Navajo Indian Reservation to a third party that operates the business. | |
George M. Rapport | George M. Rapport, age 61, has served as one of our directors since September 2001. Mr. Rapport also serves as chairman of the audit committee and as a member of the compensation committee. He currently is a director and the chief financial officer for Knightsbridge Petroleum (UK) Ltd., an international oil and gas exploration and production company, and the finance director for Knightsbridge Chemicals Limited, an international chemicals manufacturing company. Both of these companies are subsidiaries of Knightsbridge Investments Limited (“Knightsbridge”). In August 2004, Knightsbridge acquired Nimir Petroleum Limited (“Nimir”), an international oil and gas exploration and production company. From August 2001 to October 2004, Mr. Rapport was the senior vice president and chief financial officer of Nimir. From May 2001 to August 2001, Mr. Rapport was a financial advisor to Nimir. From 1993 to May 2001, he was a managing director — private banking for Chase Manhattan Bank in New York. | |
Donald M. Wilkinson | Donald M. Wilkinson, age 67, has served as one of our directors since September 2003. Mr. Wilkinson also serves as a member of the audit committee and the corporate governance and nominating committee. Since 1984, Mr. Wilkinson has been the chairman and chief investment officer of Wilkinson O’Grady & Co., Inc., a global asset management firm located in New York City that he co-founded in 1972. Mr. Wilkinson is a member of the Board of Visitors of the Virginia Military Institute and is a former chairman of the Board of Trustees for the Darden School of Business Management at the University of Virginia. |
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Age as of | ||||||||||
Name | March 1, 2005 | Position | Class(1) | |||||||
Fred L. Holliger | 57 | Director, Chairman and Chief Executive Officer | II 2006 | |||||||
Brooks J. Klimley | 47 | Director | II 2006 | |||||||
Larry L. DeRoin | 63 | Director | III 2007 | |||||||
Richard T. Kalen, Jr. | 62 | Director | III 2007 | |||||||
Morgan Gust | 57 | President | ||||||||
Mark B. Cox | 46 | Executive Vice President, Treasurer, Chief Financial Officer, and Assistant Secretary | ||||||||
C. Leroy Crow | 54 | Executive Vice President of our Refining Group Strategic Business Unit | ||||||||
Jack W. Keller | 60 | President of Phoenix Fuel Strategic Business Unit | ||||||||
Robert C. Sprouse | 48 | Executive Vice President of our Retail Group Strategic Business Unit | ||||||||
S. Leland Gould | 48 | Executive Vice President, Governmental Affairs and Real Estate | ||||||||
Kim H. Bullerdick | 51 | Senior Vice President, General Counsel, and Secretary | ||||||||
Roger D. Sandeen | 59 | Vice President, Chief Accounting Officer, Chief Information Officer, and Assistant Secretary | ||||||||
Gregory A. Barber | 47 | Vice President, Controller | ||||||||
Natalie R. Dopp | 33 | Vice President, Human Resources |
(1) | Each director’s term of office expires in the year set forth opposite his name above. Each officer serves until his or her successor is chosen and qualified or until his or her earlier resignation or removal. |
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• | Neither they, nor any immediate member of their family, have ever been employed by us. | |
• | Neither they, nor any immediate member of their family, has received any direct compensation from us (director and committee fees and pensions or other forms of deferred compensation for prior service were not considered compensation for this purpose; provided such compensation was not contingent in any way on continued service) in any twelve-month period within the last three years. | |
• | Neither the director, nor any immediate family member, is employed by another company that makes payments to, or receives payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds $60,000. | |
• | They satisfy each of the bright-line standards of the New York Stock Exchange that must be met if a director is to be considered independent. |
• | They have not accepted, directly or indirectly, any consulting, advisory or other compensatory fee from us other than (1) compensation for board or committee service, or (2) fixed amounts of compensation under a retirement plan for prior service that is not contingent on continued service. | |
• | They are not affiliated with us. By this we mean that the director does not directly, or indirectly through one or more intermediaries, control us, and is not controlled by, or under common control with, us. The director is not considered to be in control of us if (1) he is not the beneficial owner, directly or indirectly, of more than 10% of any class of our voting equity securities, and (2) he is not one of our executive officers. |
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Audit Committee | The members of the committee are George M. Rapport (Chairman), Anthony J. Bernitsky, Larry L. DeRoin, Brooks J. Klimley, and Donald M. Wilkinson. The committee met seven times, either in person or by telephone, in 2004. Our board has determined that Mr. Rapport qualifies as an “audit committee financial expert” as that term is defined in the rules of the Securities and Exchange Commission. Among other matters, the committee: | |
• Directly hires and replaces the independent auditors as appropriate. | ||
• Evaluates the performance of, independence of, and pre-approves the services provided by, the independent auditors. | ||
• Discusses the quality of our accounting principles and financial reporting procedures with management and our independent auditors. | ||
• Reviews with management and our independent auditors our annual and quarterly financial statements and recommends to the board whether the annual financial statements should be included in our annual report. | ||
• Oversees the internal auditing functions and controls. | ||
• Established procedures for handling complaints regarding accounting, internal accounting controls and auditing matters, including procedures for the confidential, anonymous submission of concerns by employees regarding accounting and auditing matters. | ||
• Prepares the audit committee report required by the rules of the Securities and Exchange Commission. | ||
Compensation Committee | The members of the committee are Larry L. DeRoin (Chairman), Anthony J. Bernitsky, Brooks J. Klimley, and George M. Rapport. The committee met five times, either in person or by telephone, in 2004. Among other matters, the committee: | |
• Oversees the administration of our compensation programs. | ||
• Sets the compensation for our chief executive officer and our president. | ||
• Reviews the compensation of our executive officers. | ||
• Prepares the report on executive compensation required by the rules of the Securities and Exchange Commission. |
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Corporate Governance and Nominating Committee | The members of the committee are Brooks J. Klimley (Chairman), Anthony J. Bernitsky, Larry L. DeRoin, and Donald J. Wilkinson. The committee was formed in January 2004 and replaced our former nominating committee. The committee met three times, either in person or by telephone, in 2004. Among other matters, the committee: | |
• Identifies individuals believed to be qualified to become members of our board and recommends to the board the nominees to stand for election as directors at the annual meeting. | ||
• Makes recommendations to the board as to changes that the committee believes to be desirable to the size of the board and any committee of the board and to the types of committees of the board. | ||
• Makes recommendations to the board regarding the composition of board committees. | ||
• Develops and recommends to the board a set of corporate governance guidelines and reviews those guidelines at least once a year. |
• | Personal qualities, including background and reputation, reflecting the highest personal and professional integrity. We seek individuals of exceptional talent and judgment. We also seek individuals with the ability to work with other directors and director nominees to build a board that is effective and responsive to the needs of the stockholders. | |
• | Current knowledge of (1) the communities in which we do business, (2) our industry, (3) other industries relevant to our business, or (4) other organizations of similar size. | |
• | Ability and willingness to commit adequate time to board and committee matters. | |
• | Diversity of viewpoints, background, experience and other demographics. | |
• | The individual’s agreement with our corporate governance guidelines. |
Giant Industries, Inc. | |
23733 N. Scottsdale Rd. | |
Scottsdale, AZ 85255 | |
Attention: Corporate Secretary |
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• | The role of our board and management. | |
• | The functions of our board and its committees and the expectations we have for our directors. | |
• | The selection of directors, the chairman of the board and chief executive officer. | |
• | Election terms, retirement of directors, and management succession. | |
• | Executive and board compensation. | |
• | Evaluating board performance. | |
• | Communications with the board. |
Giant Industries, Inc. | |
23733 N. Scottsdale Rd. | |
Scottsdale, AZ 85255 | |
Attention: Corporate Secretary (Board Matters) |
• | $2,500 per month or portion of a month served as a director. | |
• | $1,500 for each in-person meeting of the board attended and $1,000 for each telephonic meeting of the board in which the director participates. | |
• | $1,250 for each in-person committee meeting attended and $1,000 for each telephonic committee meeting in which the director participates. | |
• | $1,000 for each in-person or telephonic meeting of any special committee in which the director participates. | |
• | $750 per month or portion of a month served as chairman of the audit committee and $500 per month or portion of a month served as chairman of the compensation committee or the corporate governance and nominating committee. |
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• | $1,500 per month or portion of a month served as a director. | |
• | $1,500 for each in-person meeting attended. | |
• | $500 for each telephonic meeting in which the director participates. | |
• | $750 for the chairman and $500 for each member for each in-person committee meeting attended. |
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Long-Term | |||||||||||||||||||||||||
Compensation | |||||||||||||||||||||||||
Annual Compensation | Awards | ||||||||||||||||||||||||
Other | Securities | All Other | |||||||||||||||||||||||
Annual | Underlying | Compen- | |||||||||||||||||||||||
Salary | Bonus | Compen- | Options/ | sation | |||||||||||||||||||||
Name and Principal Position | Year | ($)(1) | ($) | sation ($) | SARS (#) | ($)(2) | |||||||||||||||||||
Fred L. Holliger | 2004 | $ | 503,077 | $ | 825,000 | (3) | -0- | $ | 11,939 | ||||||||||||||||
Chairman of the Board and | 2003 | 420,923 | 295,000 | (3) | 40,000 | 10,592 | |||||||||||||||||||
Chief Executive Officer | 2002 | 366,000 | -0- | (3) | -0- | 8,434 | |||||||||||||||||||
Morgan Gust | 2004 | 350,000 | 500,000 | (3) | -0- | 11,939 | |||||||||||||||||||
President | 2003 | 306,412 | 190,000 | (3) | 40,000 | 11,063 | |||||||||||||||||||
2002 | 271,300 | -0- | (3) | -0- | 8,434 | ||||||||||||||||||||
Mark B. Cox | 2004 | 197,846 | 220,000 | (3) | -0- | 9,841 | |||||||||||||||||||
Executive Vice President, Chief | 2003 | 169,616 | 90,000 | $ | 47,915 | (4) | -0- | 9,680 | |||||||||||||||||
Financial Officer and | 2002 | 146,812 | -0- | (3) | 18,000 | 8,684 | |||||||||||||||||||
Treasurer | |||||||||||||||||||||||||
C. Leroy Crow | 2004 | 215,231 | 180,000 | (3) | -0- | 11,911 | |||||||||||||||||||
Executive Vice President | 2003 | 198,462 | 55,000 | (3) | -0- | 11,546 | |||||||||||||||||||
of Refining Group Strategic | 2002 | 180,000 | -0- | (3) | 20,000 | 8,284 | |||||||||||||||||||
Business Unit | |||||||||||||||||||||||||
Jack W. Keller | 2004 | 186,123 | 170,000 | (3) | -0- | 11,939 | |||||||||||||||||||
President of the Phoenix | 2003 | 183,692 | 90,000 | (3) | -0- | 11,592 | |||||||||||||||||||
Fuel Strategic Business Unit | 2002 | 180,000 | 55,000 | (3) | 24,000 | 8,284 |
(1) | Includes compensation deferred at the election of the named executive officer. |
(2) | The amounts disclosed in this column for 2004 represent the following: |
Description | Holliger | Gust | Cox | Crow | Keller | |||||||||||||||
401(k) match | 8,000 | 8,000 | 6,500 | 8,000 | 8,000 | |||||||||||||||
Discretionary 401(k) contribution from us for 2003 made in 2004 | 3,939 | 3,939 | 3,341 | 3,911 | 3,939 |
The discretionary 401(k) contribution from us was made in the form of shares of our stock. The amount reported in the table above represents the value of the shares on the date of contribution. |
(3) | No such compensation was paid other than perquisites and other personal benefits that have not been included because their aggregate value did not meet the reporting threshold of the lesser of $50,000 or 10% of salary plus bonus. |
(4) | Total for 2003 consists of perquisites and other personal benefits provided to Mr. Cox, including $40,884, which represents the incremental cost to us of the initiation fee and monthly dues attributable to his personal use of a golf club membership. |
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Number of Securities | Value of Unexercised | |||||||||||||||
Underlying Unexercised | In-the-Money | |||||||||||||||
Shares | Options/SARS at Fiscal | Options/SARS at Fiscal | ||||||||||||||
Acquired on | Year-End (#) | Year-End ($) | ||||||||||||||
Exercise | Value | Exercisable/ | Exercisable/ | |||||||||||||
Name | (#) | Realized ($) | Unexercisable | Unexercisable(1) | ||||||||||||
Fred L. Holliger | -0- | -0- | 97,000/20,000 | $1,435,520/$425,400 | ||||||||||||
Morgan Gust | 30,000 | $ | 469,198 | 67,000/20,000 | $844,520/$425,400 | |||||||||||
Mark B. Cox | 26,500 | $ | 351,128 | 9,000/-0- | $212,940/-0- | |||||||||||
C. Leroy Crow | 27,500 | $ | 395,981 | 10,000/-0- | $236,600/-0- | |||||||||||
Jack W. Keller | 29,500 | $ | 415,883 | 12,000/-0- | $283,920/-0- |
(1) | Calculated based upon the difference between the closing market price per share for our common stock on December 31, 2004 ($26.51), as reported by the New York Stock Exchange, and the exercise price. |
(1) Employment of the executive is terminated (1) because of the executive’s death or disability, (2) by the executive without good reason, or (3) by us with cause, in each case either prior to a change of control or more than three years following a change in control: |
• | Any unpaid base salary as of the termination date. | |
• | Reimbursement in accordance with our policies then in effect of any expenses incurred prior to termination. | |
• | Accrued and vested benefits due under our benefit plans. | |
• | Any discretionary bonus for a prior year that has been earned but not paid. | |
• | The right for one year following termination to exercise all vested stock options outstanding on the termination date. |
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(2) Employment of the executive is terminated (1) within three years of a change of control (two years for Mr. Cox) or by the executive with good reason, or (2) upon the expiration of the term of the agreement within three years of a change of control (two years for Mr. Cox): |
• | The amounts and benefits described in paragraph 1 above except the stock option benefit. | |
• | An amount equal to three times (two times for Mr. Cox) the sum of: (1) the base salary in effect at the time of termination, and (2) the average annual bonuses paid to the executive for the last three years (two years for Mr. Cox), but in no event less than 25% of the executive’s base salary. | |
• | The right for one year following termination to exercise all stock options, whether vested or unvested, outstanding on the termination date. | |
• | Reimbursement for certain taxes incurred by the executive as a result of receiving the above amounts. |
(3) Employment of the executive is terminated (1) by the executive for good reason, (2) by us without cause, or (3) because we gave notice of our intention not to renew the agreement when it expires, in each case either prior to a change of control or more than three years following a change of control (two years for Mr. Cox): |
• | The amounts and benefits described in paragraph 1 above. | |
• | A lump sum equal to the executive’s base salary in effect at the time of termination. |
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(1) The level of compensation paid to executive officers in similar positions by other companies. To determine whether pay is competitive, the committee, from time to time, compares our total compensation and benefits packages with those of other companies in the same or similar industries or with other similar attributes such as size or capitalization. Some, but not all, of these companies are included in the S&P Industrials Index and the S&P Energy Composite Index that are used for comparative purposes in the total return graph which follows this report. Many of the companies used in these indexes are engaged in different businesses than us and almost all are larger. The committee recognizes that our asset and business mix is rather unique given our relatively small size, making direct comparisons of compensation difficult. The committee also recognizes, however, that total compensation for similar positions must be competitive to attract and retain competent executives. | |
(2) The individual performance of each executive officer. Individual performance includes any specific accomplishments of the executive officer, demonstration of job knowledge and skills, teamwork and demonstration of our core values. | |
(3) The responsibility and authority of each position relative to other positions within our organization. | |
(4) Corporate performance. Corporate performance is evaluated both subjectively and objectively. Subjectively, the committee discusses and makes its own determination of how we performed relative to the opportunities and difficulties we encountered during the year and relative to the performance of our competitors and business conditions. Objectively, corporate performance is measured by earnings, cash flow, and other financial results compared to budgeted results. | |
(5) Incentives for executive officers to make decisions and take actions that will increase the market value of our stock over the long-term and that encourage our officers to remain with us as long-term employees. |
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Compensation Committee: | |
Larry L. DeRoin (Chairman) | |
George M. Rapport | |
Brooks J. Klimley | |
Anthony J. Bernitsky |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950153-05-000538/p70340p7034005.gif)
Base | |||||||||||||||||||||||||||||||
Period | |||||||||||||||||||||||||||||||
Company Index | Dec 99 | Dec 00 | Dec 01 | Dec 02 | Dec 03 | Dec 04 | |||||||||||||||||||||||||
Giant Industries, Inc. | $ | 100.00 | $ | 87.31 | $ | 110.21 | $ | 35.22 | $ | 143.04 | $ | 316.54 | |||||||||||||||||||
S&P Industrials-LTD | $ | 100.00 | $ | 83.75 | $ | 73.97 | $ | 56.44 | $ | 72.43 | $ | 79.73 | |||||||||||||||||||
Energy-500 | $ | 100.00 | $ | 115.68 | $ | 103.65 | $ | 92.12 | $ | 115.73 | $ | 152.23 | |||||||||||||||||||
(1) | Assumes $100 invested on December 31, 1999, and dividends reinvested. Historical performance does not necessarily predict future results. |
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Options | ||||||||||||||||||||
Exercisable | ||||||||||||||||||||
Within | Total | |||||||||||||||||||
60 Days of | Beneficially | Percent | ||||||||||||||||||
Name | Common Stock | March 14 | 401(k)(1) | Owned | of Class | |||||||||||||||
Fred L. Holliger | 22,927 | 117,000 | 11,672 | 151,599 | 1.22 | % | ||||||||||||||
Morgan Gust | 5,500 | (2) | 87,000 | 0 | 92,500 | * | ||||||||||||||
Mark B. Cox | 0 | 9,000 | 2,710 | 11,710 | * | |||||||||||||||
C. Leroy Crow | 13,000 | 0 | 2,606 | 15,606 | * | |||||||||||||||
Jack W. Keller | 0 | 12,000 | 0 | 12,000 | * | |||||||||||||||
Anthony J. Bernitsky | 28,000 | (3) | 0 | (4) | 0 | (4) | 28,000 | * | ||||||||||||
Donald M. Wilkinson | 2,000 | 0 | (4) | 0 | (4) | 2,000 | * | |||||||||||||
George Rapport | 1,000 | 0 | (4) | 0 | (4) | 1,000 | * | |||||||||||||
Richard T. Kalen, Jr. | 100 | 0 | (4) | 0 | (4) | 100 | * | |||||||||||||
Larry DeRoin | 1,000 | 0 | (4) | 0 | (4) | 1,000 | * | |||||||||||||
Brooks Klimley | 0 | 0 | (4) | 0 | (4) | 0 | * | |||||||||||||
Executive Officers and Directors as a Group (17 Persons) | 77,437 | 250,500 | 32,365 | 360,302 | 2.86 | % |
* | Less than 1% |
(1) | The amount listed is the approximate number of our shares allocated to the Giant Stock Fund portion of the individual’s account in the Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the “401(k)”) as of December 31, 2004. The Giant Stock Fund is composed primarily of our common stock and a small amount (approximately 5%) of short-term money market funds. Ownership in the Giant Stock Fund is measured in units rather than shares of common stock. Each 401(k) participant has the right to direct the 401(k) trustee to vote the participant’s proportionate share of the common stock underlying the units in the Giant Stock Fund. We determine a participant’s proportionate share by multiplying the total number of underlying shares held in the Giant Stock Fund by a fraction, the numerator of which is the number of underlying shares allocated to the participant and the denominator of which is the number of underlying shares allocated to all participants’ accounts as of the record date. The 401(k) trustee and the participants have shared dispositive power with respect to the underlying shares allocated to a participant’s account. |
(2) | Shares are held in a trust in which Mr. Gust and his spouse are settlors, co-trustees and beneficiaries. |
(3) | Shares are held in a living trust in which Mr. Bernitsky and his spouse are settlors, co-trustees and beneficiaries. |
(4) | To date, non-employee directors have not participated in our stock incentive plans or the 401(k). |
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Amount and | |||||||||
Nature of | |||||||||
Beneficial | Percent | ||||||||
Name and Address of Beneficial Owners | Ownership | of Class | |||||||
Barclays entities | 1,065,335 | (1) | 8.62% | ||||||
Dimensional Fund Advisors Inc. | 942,600 | (2) | 7.63% | ||||||
1299 Ocean Avenue, 11th Floor | |||||||||
Santa Monica, California 90401 | |||||||||
Fidelity Management Trust Company, | 901,069 | (3) | 7.29% | ||||||
as Trustee of Giant Industries, Inc. | |||||||||
401(k) Plan | |||||||||
82 Devonshire Street, C8A | |||||||||
Boston, Massachusetts 02109 | |||||||||
Putnam, LLC dba Putnam Investments | 627,493 | (4) | 5.08% | ||||||
One Post Office Square | |||||||||
Boston, Massachusetts 02109 |
(1) | As reported on a Schedule 13G, dated February 14, 2005. In the Schedule 13G, the following entities reported ownership of our shares: |
Barclays Global Investors, NA | 923,910 | |||||
45 Fremont Street | ||||||
San Francisco, California 94105 | ||||||
Barclays Global Fund Advisors | 123,225 | |||||
45 Fremont Street | ||||||
San Francisco, California 94105 | ||||||
Barclays Capital Securities Limited | 3,700 | |||||
5 The North Colonmade | ||||||
Canary Wharf, London, England E14 4BB | ||||||
Palomino Limited | 14,500 | |||||
Walker House | ||||||
Mary Street | ||||||
P. O. Box 908 GT | ||||||
George Town, Grand Cayman (Cayman Islands) | ||||||
Total | 1,065,335 | |||||
Each of the entities has sole voting and dispositive power with respect to the shares noted except that Barclays Global Investors, NA has sole voting power only as to 868,438 shares, and Barclays Global Fund Advisors has sole voting power only as to 122,340 shares. |
(2) | As reported on a Schedule 13G, dated February 9, 2005, filed by Dimensional Fund Advisors Inc. (“Dimensional”). The Schedule 13G states that Dimensional, a registered investment advisor, furnishes investment advice to four registered investment companies, and serves as investment manager to other commingled group trusts and separate accounts (as used in this paragraph only, collectively, the “Funds”). The Schedule 13G further states that in its role as investment advisor or manager, Dimensional possesses both voting and/or investment power over our stock owned by the Funds, and may be deemed to be beneficial owner of our stock held by the Funds. The Schedule 13G states that all of our stock reported in the Schedule 13G is owned by the Funds, and that Dimensional disclaims beneficial ownership of these securities. |
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(3) | As of January 31, 2005. |
(4) | As reported on Schedule 13G, dated February 10, 2005, filed by Putnam, LLC dba Putnam Investments (“PI”). PI, which is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), wholly owns two registered investment advisers: Putnam Investment Management, LLC., which is the investment adviser to the Putnam family of mutual funds, and The Putnam Advisory Company, LLC., which is the investment adviser to Putnam’s institutional clients. Both subsidiaries have dispository power over the shares as investment managers, but each of the mutual fund’s trustees have voting power over the shares held by each fund, and The Putnam Advisory Company, LLC. has shared voting power over the shares held by the institutional clients. Pursuant to Rule 13d-4, MMC and PI declare that the filing of the Schedule 13G shall not be deemed an admission by either or both of them that they are, for the purposes of Section 13(d) or 13(g), the beneficial owner of any securities covered by the Schedule 13G, and further state that neither of them have any power to vote or dispose of, or direct the voting or disposition of, any of the securities covered by the Schedule 13G. |
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Audit Committee: | |
George M. Rapport (Chairman) | |
Anthony J. Bernitsky | |
Larry L. DeRoin | |
Brooks J. Klimley | |
Donald M. Wilkinson |
2004 | 2003 | ||||||||
Audit fees(1) | $ | 1,759,500 | $ | 632,175 | |||||
Audit-related fees(2) | 118,525 | 117,825 | |||||||
Tax fees(3) | 103,535 | 58,996 | |||||||
All other fees | -0- | -0- | |||||||
Total | $ | 1,981,560 | $ | 808,996 | |||||
(1) | Represents aggregate fees for services in connection with the audit of our annual financial statements and review of our quarterly financial statements, attestation procedures on internal controls over financial reporting (2004 only), and services related to Securities and Exchange Commission matters and filings. |
(2) | Represents aggregate fees for services in connection with agreed-upon procedures, employee benefit plan audits, and Sarbanes-Oxley Act Section 404 advisory services. |
(3) | Represents fees for services provided in connection with our tax returns, tax planning, and alternative fuel tax credit services. |
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• | A brief description of the business desired to be brought before the meeting. | |
• | The reasons for conducting the business at the meeting. | |
• | In the event that the business includes a proposal to amend either our certificate of incorporation or bylaws, the language of the proposed amendment. | |
• | Your name and address as they appear on our books. | |
• | The number of our shares you own. | |
• | Any material interest you have in the business. |
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By Order of the Board of Directors | |
![]() | |
Secretary, Senior Vice President and General Counsel |
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PROXY | GIANT INDUSTRIES, INC. | PROXY | ||
23733 North Scottsdale Road | ||||
Scottsdale, Arizona 85255 |
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GIANT INDUSTRIES, INC.
Mark B. Cox and Kim H. Bullerdick, and each of them, are appointed proxies, with full power of substitution, to vote all of the stock of the undersigned shown on the reverse side hereof at the Annual Meeting of Stockholders of Giant Industries, Inc. to be held on Wednesday, April 27, 2005, or at any postponement or adjournment thereof, with the same effect as if the undersigned were present and voting the stock on all matters set forth in the Notice of Annual Meeting of Stockholders, dated March 16, 2005, and the Proxy Statement, dated March 16, 2005, as directed on the reverse side hereof.
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder.Unless otherwise directed, or if no direction is given, this Proxy will be voted FOR all of the nominees in Item 1, FOR Item 2, and in accordance with the best judgment of the proxies or any of them on any other matters which may properly come before the meeting.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED PREPAID ENVELOPE.
(Continued and to be signed on the other side.)
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Giant Industries, Inc.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.Å
The Board of Directors recommends a vote FOR the nominees listed below and FOR Item 2. | ||||
1. | Election of Directors — |
FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | ||||||
Nominees: | Anthony J. Bernitsky | |||||||
George M. Rapport | o | o | o | |||||
Donald M. Wilkinson |
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “For All Except” box and write that nominee’s name in the space provided below.) |
2. | Ratification of the appointment of Deloitte & Touche LLP by the Audit Committee as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2005. |
o FOR | o AGAINST | o ABSTAIN |
3. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. |
The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement. |
Dated: , 2005 | Signature(s) | |||
Please date and signexactlyas your name or names appear herein. Persons signing in a fiduciary capacity or as corporate officers should so indicate. |
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED PREPAID ENVELOPE.