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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the 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 4a-6(e)(2)) |
þ | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Section.240.14a-12 |
Navarre Corporation
(Name of Registrant as Specified in Its Charter)
Not Applicable
(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 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||||
4) | Proposed maximum aggregate value of transaction: | |||||
5) | Total fee paid: | |||||
o | Fee paid previously with preliminary materials: | |||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||
1) | Amount previously paid: | |||||
2) | Form, Schedule or Registration Statement no.: | |||||
3) | Filing party: | |||||
4) | Date filed: |
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TIME | 3:00 p.m., local time, on Thursday, September 15, 2005 | |
PLACE | The Marquette Hotel, Red River Room 710 Marquette Avenue Minneapolis, Minnesota 55402 | |
ITEMS OF BUSINESS | 1. To elect two directors, assigned to the third class of directors, for a term of three years or until their successors are elected and qualified, and one director, assigned to the first class of directors, for a term of one year or until a successor is elected and qualified; | |
2. To approve an amendment to the Company’s Articles of Incorporation to permit the Board of Directors to determine the size of the Board within a range of seven to 11 directors as set forth in the proposed Amended and Restated Articles of Incorporation; | ||
3. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s 2006 fiscal year; | ||
4. To approve an amendment to the 2004 Stock Plan to (i) increase the number of shares available for issuance; (ii) modify the definition of fair market value, (iii) modify the terms and provisions regarding grants of stock options to directors who are not employees, and (iv) add a provision regarding stock grants to such directors prior to mandatory retirement; and | ||
5. To transact such other business as may properly come before the meeting or any adjournments thereof. | ||
All of the above matters are more fully described in the accompanying Proxy Statement. | ||
RECORD DATE | You can vote if you were a shareholder of record at the close of business on Wednesday, July 20, 2005. | |
ANNUAL REPORT | Our 2005 Annual Report, which includes a copy of our Annual Report on Form 10-K, accompanies this Proxy Statement. | |
VOTING | Your Vote is Important. We invite all shareholders to attend the meeting in person. However, to assure your representation at the meeting, you are urged to mark, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope |
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enclosed for that purpose. You may also vote your shares by telephone or through the Internet by following the instructions we have provided on the proxy form. In the event you decide to attend the meeting in person, you may, if you desire, revoke your proxy and vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the Internet. |
By Order of the Board of Directors, | |
Ryan F. Urness | |
Secretary and General Counsel |
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Name | Age | Principal Occupation and Other Information | ||
Eric H. Paulson | 60 | Mr. Paulson is our founder and has been our President and Chief Executive Officer since our inception in 1983. Prior to 1983, Mr. Paulson served as Senior Vice President and General Manager of Pickwick Distribution Companies, a distributor of records and tapes. Mr. Paulson has been a director since 1983 except for the period January 1990 through October 1991 when Navarre was owned by Live Entertainment, Inc. | ||
James G. Sippl(1)(2) | 58 | Mr. Sippl has served as a director since July 1993. Since September 2003, Mr. Sippl has been President of Baby Boo, an infant apparel company focusing on selling infant apparel and accessories within the apparel and gift market. From January 2001 to August 2003, Mr. Sippl was President of Sippl & Associates, a financial consulting firm focusing on emerging businesses. Mr. Sippl was General Manager and Chief Financial Officer of Wealth Enhancement Group from December 1999 to December 2000. He was Chief Operating Officer of Stellent, a software company, from January 1997 to May 1998. Mr. Sippl served as Vice President of Business Development with Merrill Corporation, a financial printer, from November 1990 to January 1997. Prior to joining Merrill Corporation, Mr. Sippl was President of Chicago Cutlery, a manufacturer of fine cutlery, from 1985 to 1989. Prior to that, he was a partner in a predecessor firm to PricewaterhouseCoopers LLP. |
(1) | Chair of the Audit Committee and “audit committee financial expert.” |
(2) | Member of the Governance and Nominating Committee. |
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Name | Age | Principal Occupation and Other Information | ||
Richard Gary St. Marie(1)(2) | 65 | Mr. St. Marie was elected to fill a director vacancy on July 20, 2005. He has been the Chairman/ Owner of St. Marie’s Gopher News Company, the premiere distributor of magazines and books in the Upper Midwest, since January 1991. He served as President of St. Marie’s Gopher News Company from January 1976 until December 1996. Mr. St. Marie is also currently President of Pioneer Private Aviation — DE and has served in that position since June 1986. Mr. St. Marie has previously served as a board member of several not-for-profit and for-profit organizations including the Kidney Foundation of the Upper Midwest, Boys and Girls Club of Minneapolis, the Affinity Group, Young America, Minnesota Heart Association, and Wells Fargo Bank, Minnesota (Advisory). |
(1) | Member of the Compensation Committee. |
(2) | Member of the Governance and Nominating Committee. |
Name | Age | Principal Occupation and Other Information | ||
Michael L. Snow(1) | 54 | Mr. Snow has served as a director since April 1995. Mr. Snow is of counsel with the Minnesota law firm of Maslon Edelman Borman & Brand, a Limited Liability Partnership, which he joined in 1976. He has served as a director, officer or founder in numerous public and private corporations including Osmonics, Inc. and ValueVision International, Inc. (now ValueVision Media, Inc.). He currently serves as a director of Miller Milling Company, the largest durum miller in the United States. Mr. Snow is also a trustee of The Minneapolis Institute of Arts. | ||
Dickinson G. Wiltz(1)(2) | 76 | Mr. Wiltz has served as a director since October 1983. Mr. Wiltz has been a self-employed business management consultant since 1974. Prior to 1974, he served as Corporate Vice President of Dayton Hudson Corp. (now Target Corporation) and Vice President of Campbell Mithun, an advertising agency. As a board member/trustee, Mr. Wiltz served on several not-for-profit organizations including Twin City Public Television, Inc. and Children’s Theatre Company. |
(1) | Member of the Governance and Nominating Committee. |
(2) | Member of the Compensation Committee. |
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Name | Age | Principal Occupation and Other Information | ||
Keith A. Benson(1)(2)(3) | 61 | Mr. Benson has served as a director since September 2003. Mr. Benson has been employed in the retailing industry for a number of years, including over 20 years at The Musicland Group, Inc. During his tenure at Musicland he held several key leadership positions including Executive VP of Finance, VP and Controller, President of Mall Stores Division as well as serving as Vice Chairman and Chief Financial Officer. Prior to Musicland, Mr. Benson held a variety of financial positions with The May Company and Dayton-Hudson Corporation. Mr. Benson has served as an advisory member of the board of directors for Conlin Furniture Company (a privately-held company) since 2002. Mr. Benson has also served in a volunteer capacity as a member of the Professional Accounting Committee at the University of Iowa. | ||
Charles E. Cheney | 62 | Mr. Cheney has served as a director since October 1991 and as Vice-Chairman of the Board since November 1999. Since May 2004, Mr. Cheney has been engaged in the practice of law as a sole practitioner. Previously, he served as our Executive Vice President and Chief Financial Officer from 1985 until December 2000 and our Chief Strategic Officer from January 2001 until July 2002. Beginning in July 2002, Mr. Cheney was on a leave of absence while finishing law school. Prior to joining Navarre, Mr. Cheney was employed by Control Data Corporation in various financial capacities for 12 years, most recently as Controller of Control Data Commerce International. He is a certified public accountant. | ||
Timothy R. Gentz(2)(3) | 55 | Mr. Gentz has served as a director since May 2004. Mr. Gentz is a self-employed consultant to multiple medical products and services companies since January 2005 and also was engaged in such activity from January to December 2003. From January to December 2004, he served as the Chief Operating Officer of The Palm Tree Group, a Houston-based international distributor of medical products and supplies. From October 2000 to December 2002 he was the Chief Operating Officer and Chief Financial Officer for Gulf South Medical Supply, Inc., a wholly-owned subsidiary of PSS World Medical, Inc. From August 1995 to October 2000, Mr. Gentz was a private investor in an Internet entertainment start-up company, a CD package company, a Houston-based investment banking firm and other private companies. | ||
Tom F. Weyl(1)(3) | 62 | Mr. Weyl has served as a director since July 2001. Mr. Weyl is retired from Martin/Williams Advertising, a national ad agency. Prior to his retirement, Mr. Weyl served as President and Chief Creative Officer from 1973 to October 2000. He currently is serving as a director/organizer of the Royal Palm Bank of Naples, Florida. Mr. Weyl also served as a director of Musicland Stores Corporation from 1992 until its acquisition by Best Buy Co., Inc. in February 2001. |
(1) | Member of the Compensation Committee (for Mr. Benson through July 25, 2005). |
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(2) | Member of the Audit Committee. |
(3) | Member of the Governance and Nominating Committee. |
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Compensation Committee |
Governance and Nominating Committee |
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James G. Sippl, Chair | Keith A. Benson | Timothy R. Gentz |
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Fiscal 2005 | Fiscal 2004 | |||||||
Audit Fees(1) | $ | 406,045 | $ | 205,996 | ||||
Audit-Related Fees(2) | 34,775 | 5,000 | ||||||
Tax Fees(3) | — | — | ||||||
All Other Fees(4) | — | — | ||||||
Total Fees Billed | $ | 440,820 | $ | 210,996 |
(1) | “Audit Fees” consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements for the fiscal years ended March 31, 2005 and 2004, the reviews of the consolidated financial statements included in each of our quarterly reports on Form 10-Q during those fiscal years, and services provided in connection with various registration statements, comfort letters, and the review and attestation of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim consolidated financial statements. |
(2) | “Audit-Related Fees” consists of fees billed for assurance and related services in the fiscal years ended March 31, 2005 and 2004 that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements. This category includes the finalization of the Encore purchase price allocation, consultations with regard to the Michael Bell Encore stock purchase, consultation with regard to the application of FAS 123R to stock grants, and consultation and services in connection with the Funimation acquisition. |
(3) | “Tax Fees” consists of fees billed for services rendered in connection with tax compliance, tax advice and tax planning. |
(4) | “All Other Fees” consists of fees billed for products and services that do not meet the above category descriptions. |
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Beneficial Ownership | |||||||||
Directors and Executive Officers | Shares | Percent | |||||||
Eric H. Paulson | 1,832,186 | (1)(2) | 6.12 | % | |||||
Keith A. Benson | 12,400 | * | |||||||
Charles E. Cheney | 656,374 | (1) | 2.20 | % | |||||
Timothy R. Gentz | 11,200 | (1) | * | ||||||
James G. Gilbertson(3) | 50,000 | (1) | * | ||||||
Richard Gary St. Marie | — | — | |||||||
James G. Sippl | 62,700 | (1) | * | ||||||
Michael L. Snow | 57,600 | (1) | * | ||||||
Tom F. Weyl | 47,200 | (1) | * | ||||||
Dickinson G. Wiltz | 151,600 | (1) | * | ||||||
Brian M. T. Burke | 99,480 | (1)(4) | * | ||||||
Cary L. Deacon | 105,000 | (1) | * | ||||||
John Turner | 24,785 | (1)(5) | * | ||||||
All current Directors and Executive Officers (16 persons) | 4,070,368 | (1)(6) | 13.40 | % | |||||
5% Shareholders | |||||||||
Westcap Investors, LLC | 2,701,738 | (7) | 9.06 | % | |||||
1111 Santa Monica Boulevard, Ste. 820 | |||||||||
Los Angeles, CA 90025 | |||||||||
Trafelet & Company, LLC | 1,767,100 | (8) | 5.93 | % | |||||
Remy W. Trafelet | |||||||||
900 Third Avenue, 5th Floor | |||||||||
New York, NY 10022 |
* | less than 1% |
(1) | Includes shares of common stock issuable upon exercise of outstanding options exercisable within sixty days of July 1, 2005 in the following amounts: Eric H. Paulson — 140,000 shares; Charles E. Cheney — 16,000 shares; Timothy R. Gentz — 11,200 shares; James G. Gilbertson — 45,000 shares; James G. Sippl — 37,100 shares; Michael L. Snow — 47,600 shares; Tom F. Weyl — 27,200 shares; Dickinson G. Wiltz — 26,000 shares; Brian M.T. Burke — 88,200 shares; Cary L. Deacon — 105,000 shares; John Turner — 24,600 shares and all directors and executive officers as a group –582,900 shares. |
(2) | Includes 12,504 shares owned by Mr. Paulson’s spouse of which Mr. Paulson may be deemed to have shared voting and dispositive power. |
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(3) | Mr. Gilbertson resigned from his position as an executive officer and director of the Company as of July 11, 2005. |
(4) | Includes 15 shares and 1,400 shares covered by options exercisable within sixty days of July 1, 2005, owned by Mr. Burke’s spouse of which Mr. Burke may be deemed to have shared voting and dispositive power. |
(5) | Includes 170 shares owned by Mr. Turner’s spouse of which Mr. Turner may be deemed to have shared voting and dispositive power. |
(6) | Includes 32,737 shares owned indirectly by all directors and executive officers as a group of which the director or executive officer may be deemed to have shared voting and dispositive power. |
(7) | Based on information provided in a Schedule 13G (Amendment No. 1), dated February 7, 2005, filed with the Securities and Exchange Commission by Westcap Investors, LLC, an investment adviser, reporting that as of January 31, 2005 it had sole voting power of 2,271,026 shares and sole dispositive power of 2,701,738 shares. |
(8) | Based on information provided in a Schedule 13G (Amendment No. 2), dated January 20, 2005, filed with the Securities and Exchange Commission by Trafelet & Company LLC and Remy W. Trafelet, its Managing Member, reporting that as of January 20, 2005 each shared voting power of 1,767,100 shares and shared dispositive power of 1,767,100 shares. The reporting persons disclaim beneficial ownership in such shares except to the extent of their pecuniary interest therein. |
Name | Age | Position with the Company | ||
Eric H. Paulson | 60 | Chairman of the Board, President and Chief Executive Officer | ||
Brian M.T. Burke | 35 | Chief Operating Officer, Distribution | ||
Cary L. Deacon | 53 | Chief Operating Officer, Publishing | ||
John Turner | 51 | Senior Vice President of Global Logistics | ||
Michael A. Bell | 40 | Chief Executive Officer of Encore | ||
Gen Fukunaga | 44 | Chief Executive Officer and President of Funimation | ||
Edward D. Goetz | 61 | President of BCI Eclipse | ||
Ryan F. Urness | 33 | General Counsel and Secretary | ||
Diane D. Lapp | 40 | Interim Chief Financial Officer, Vice President and Controller |
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Annual Compensation | Long Term | ||||||||||||||||||||||||||||
Compensation Awards | |||||||||||||||||||||||||||||
Other | |||||||||||||||||||||||||||||
Annual | Restricted | Securities | All Other | ||||||||||||||||||||||||||
Fiscal | Compen- | Stock | Underlying | Compen- | |||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | sation | Award(s) | Options | sation | ||||||||||||||||||||||
Eric H. Paulson | 2005 | $ | 419,231 | $ | 432,000 | — | — | — | $ | 2,850,420 | (2) | ||||||||||||||||||
Chairman of the Board, | 2004 | $ | 386,932 | $ | 400,000 | — | — | 50,000 | $ | 1,741,743 | (2) | ||||||||||||||||||
Chief Executive Officer and President | 2003 | $ | 350,000 | $ | 147,000 | — | — | 150,000 | $ | 299,610 | (2) | ||||||||||||||||||
James G. Gilbertson(3) | 2005 | $ | 236,923 | $ | 192,500 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Vice President, Chief | 2004 | $ | 204,615 | $ | 90,896 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Financial Officer, Director | 2003 | $ | 185,616 | $ | 65,232 | — | — | 50,000 | $ | 750 | (4) | ||||||||||||||||||
Brian M. T. Burke | 2005 | $ | 238,769 | $ | 169,400 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Chief Operating Officer, | 2004 | $ | 210,846 | $ | 89,792 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Distribution | 2003 | $ | 196,115 | $ | 75,000 | — | — | 60,000 | $ | 750 | (4) | ||||||||||||||||||
Cary L. Deacon | 2005 | $ | 240,769 | $ | 175,000 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Chief Operating Officer, | 2004 | $ | 153,462 | $ | 91,632 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Publishing | 2003 | $ | 53,846 | (5) | — | — | — | 250,000 | $ | 300 | (4) | ||||||||||||||||||
John Turner | 2005 | $ | 207,500 | $ | 154,000 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Senior Vice President | 2004 | $ | 185,000 | $ | 77,376 | — | — | 25,000 | $ | 750 | (4) | ||||||||||||||||||
Global Logistics | 2003 | $ | 170,000 | $ | 53,643 | — | — | 60,000 | $ | 750 | (4) |
(1) | Annual bonuses indicated were earned for the fiscal year shown although they were not paid until the first quarter of the succeeding fiscal year. |
(2) | Includes forgiveness of principal and interest on a Company loan (described below) as follows: 2005: $232,269; 2004: $246,885; and 2003: $257,674. Includes life insurance premiums paid by the Company as follows: 2005: $67,401; 2004: $44,108; and 2003: $41,186. Includes amounts earned but deferred until after retirement under the deferred incentive portion of Mr. Paulson’s employment agreement (described below) as follows: 2005: $2,550,000; and 2004: $1,450,000. Also includes the Company’s matching contribution to the 401(k) Plan of $750 for each year. |
(3) | Mr. Gilbertson resigned from his position as an executive officer and director of the Company as of July 11, 2005. |
(4) | Consists of the Company’s matching contributions to the executive’s 401(k) Plan account. |
(5) | Mr. Deacon joined the Company in September 2003. |
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(a) | (b) | (c) | |||||||||||
Number of Securities | |||||||||||||
Remaining Available for | |||||||||||||
Number of Securities | Weighted-Average | Future Issuance Under | |||||||||||
to be Issued Upon | Exercise Price of | Equity Compensation | |||||||||||
Exercise of | Outstanding | Plans (Excluding | |||||||||||
Outstanding Options, | Options, Warrants | Securities Reflected in | |||||||||||
Plan Category | Warrants and Rights | and Rights | Column (a)) | ||||||||||
Equity compensation plans approved by security holders | 2,787,800 | $ | 7.24 | 771,854 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||||||
Total | 2,787,800 | $ | 7.24 | 771,854 |
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Number of | Percent of Total | |||||||||||||||||||
Securities | Options | Exercise | Grant | |||||||||||||||||
Underlying | Granted to | or Base | Date | |||||||||||||||||
Options | Employees in | Price | Expiration | Present | ||||||||||||||||
Name | Granted(1) | Fiscal Year | ($/Sh) | Date | Value(2) | |||||||||||||||
Eric H. Paulson | — | — | — | — | — | |||||||||||||||
James G. Gilbertson(3) | 25,000 | 3.05 | % | $ | 17.39 | 11/24/2010 | $ | 255,543 | ||||||||||||
Brian M. T. Burke | 25,000 | 3.05 | % | $ | 17.39 | 11/24/2010 | $ | 255,543 | ||||||||||||
Cary L. Deacon | 25,000 | 3.05 | % | $ | 17.39 | 11/24/2010 | $ | 255,543 | ||||||||||||
John Turner | 25,000 | 3.05 | % | $ | 17.39 | 11/24/2010 | $ | 255,543 |
(1) | All options were granted at an exercise price equal to or in excess of the fair market value of the Company’s Common Stock on the date of grant and vest equally over five years. The Company has not issued any SAR’s. These options vest in five annual increments of 20% beginning one year after the grant date and expire on the earlier of (i) six years from the grant date, (ii) three months after termination of service due to death, disability or retirement or (iii) the date of termination for any other reason. |
(2) | In accordance with Securities and Exchange Commission rules, the Black-Scholes option pricing model was chosen to estimate the grant date present value of the options set forth in this table. The Company’s use of the model should not be construed as an endorsement of its accuracy at valuing options. All stock option valuation models, including the Black-Scholes model, require a prediction about the future movement of the stock price. The following assumptions were made for purposes of calculating the Grant Date Present Value: estimated option term of 5 years, volatility at 67.3%, dividend yield at 0.0%, and an annual interest rate of 3.61%. The Company does not believe that the Black-Scholes model or any other model can accurately determine the value of an employee stock option. Accordingly, there is no assurance that the value, if any, realized by an executive, will be at or near the value estimated by the Black-Scholes model. Future compensation resulting from option grants is based solely on the performance of the Company’s stock price. |
(3) | Mr. Gilbertson resigned from his position as an executive officer and director of the Company as of July 11, 2005. |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Shares | Underlying Unexercised | In-the-money | ||||||||||||||||||||||
Acquired | Options at Fiscal | Options at Fiscal | ||||||||||||||||||||||
on | Value | Year End | Year End | |||||||||||||||||||||
Name | Exercise | Realized | Exercisable/Unexercisable | Exercisable/Unexercisable(1) | ||||||||||||||||||||
Eric H. Paulson | — | — | 160,000 | 130,000 | $ | 506,100 | $ | 634,200 | ||||||||||||||||
James G. Gilbertson(2) | 45,000 | $ | 615,025 | 35,000 | 125,000 | $ | 204,180 | $ | 559,890 | |||||||||||||||
Brian M.T. Burke | 49,600 | $ | 539,327 | 78,800 | 94,200 | $ | 504,001 | $ | 350,484 | |||||||||||||||
Cary L. Deacon | 150,000 | $ | 2,142,450 | 105,000 | 45,000 | $ | 670,300 | $ | 37,200 | |||||||||||||||
John Turner | 18,000 | $ | 135,700 | 22,600 | 82,200 | $ | 105,068 | $ | 271,956 |
(1) | The closing price on March 31, 2005 of the Company’s stock, as reported on the NASDAQ National Market System, was $7.95 per share. |
(2) | Mr. Gilbertson resigned from his position as an executive officer and director of the Company as of July 11, 2005. |
• | provide competitive total compensation, based upon a review of compensation offered by comparable companies and industries, in order to attract and retain the officers and employees necessary for our long-term success; | |
• | provide compensation that differentiates among employees based on individual performance and qualifications; | |
• | provide incentive compensation that motivates employees to achieve or exceed our annual financial goals and operating plan; and | |
• | provide an incentive to increase shareholder value through appropriate equity awards. |
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3/00 | 3/01 | 3/02 | 3/03 | 3/04 | 3/05 | ||||||||||||||||||||||||||
Navarre Corporation | 100.00 | 34.92 | 27.93 | 43.17 | 150.58 | 201.88 | |||||||||||||||||||||||||
NASDAQ Stock Market | 100.00 | 47.14 | 41.36 | 21.96 | 38.35 | 37.76 | |||||||||||||||||||||||||
Self-Determined Peer Group-Old | 100.00 | 87.35 | 121.70 | 76.73 | 128.23 | 116.31 | |||||||||||||||||||||||||
Self-Determined Peer Group-New | 100.00 | 89.10 | 125.50 | 87.40 | 146.21 | 137.51 | |||||||||||||||||||||||||
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Incentive Stock Options |
Non-Qualified Options |
Stock Appreciation Rights |
Restricted Stock and Other Awards |
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Section 162(m) |
Two Form 4’s for Ed Goetz, one filed June 7, 2004, reporting the acquisition on December 30, 2003 of 200,000 shares through a distribution of his share of stock from the selling entity (as a minority owner of the seller), and one filed December 3, 2004, reporting option grants by the Company covering 25,000 shares on November 3, 2004 and 20,000 shares on November 24, 2004; | |
One Form 3 for Timothy Gentz filed July 7, 2004, reporting Mr. Gentz’s initial beneficial ownership of no shares as of May 20, 2004. | |
One Form 4 for Eric Paulson filed September 27, 2004, reporting sales on September 21, 2004 totaling 94,200 shares pursuant to a previously disclosed 10b5-1 sales plan; | |
Two Form 4’s for Michael Bell, one filed December 3, 2004, reporting an option grant from the Company covering 20,000 shares on November 24, 2004, and one filed March 25, 2005, reporting the acquisition of 300,000 shares on March 14, 2005 pursuant to a stock purchase agreement that was previously disclosed in an 8-K filing relating to the acquisition of the Company’s Encore subsidiary; | |
One Form 4 for Brian Burke filed December 3, 2004, reporting option grants from the Company covering 26,000 shares which occurred on November 24, 2004; and | |
One Form 4 each for Cary Deacon, Jim Gilbertson and John Turner filed December 3, 2004, reporting an option grant to each from the Company covering 25,000 shares which occurred on November 24, 2004. |
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By Order of the Board of Directors, | |
Ryan F. Urness | |
Secretary and General Counsel |
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RESOLVED FURTHER, that the President and/or Secretary of the Corporation are hereby authorized and directed to make, execute and file for record with the Secretary of State of the State of Minnesota proper Articles of Amendment, of the Amended and Restated Articles of Incorporation, as set forth above, and to pay all fees in connection therewith, all as required by law. |
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(a) | If the Common Stock is listed for trading on one of more national securities exchanges, or is traded on the NASDAQ Stock Market (including the NASDAQ Small Cap Market), then the price shall be the last reported sales price on such national securities exchange or the NASDAQ Stock Market, or if such Common Stock shall not have been traded on such principal exchange on such date, the last reported sales price on such principal exchange on the first day prior thereto on which such Common Stock was so traded; or | |
(b) | If the Common Stock is not listed for trading on a national securities exchange or the NASDAQ Stock Market, but is traded in the over-the-counter market, including the NASDAQ OTC Bulletin Board, then the price shall be the closing bid price for such Common Stock, or if there is no closing bid price for such Common Stock on such date, the closing bid price on the first day prior thereto on which such price existed; or | |
(c) | If neither (a) nor (b) is applicable, by any means fair and reasonable by the Committee, which determination shall be final and binding on all parties. |
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NAVARRE CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
For Annual Meeting of Stockholders
September 15, 2005
Navarre Corporation 7400 49th Avenue North New Hope, Minnesota 55428 | proxy | |
The undersigned, revoking all prior proxies, hereby appoints Eric H. Paulson and Ryan F. Urness, and either of them, as proxy or proxies, with full power of substitution and revocation, to vote all shares of Common Stock of Navarre Corporation (the “Company”) of record in the name of the undersigned at the close of business on July 20, 2005, at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, September 15, 2005, or at any adjournment thereof, upon the matters stated on reverse:
See reverse for voting instructions.
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COMPANY #
Your telephone or internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK××× EASY××× IMMEDIATE
• | Use any touch-tone telephone to vote your proxy 24 hours a day, 7 day a week, until 12:00 p.m. (CT) on September 14, 2005. |
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. |
VOTE BY INTERNET — http://www.eproxy.com/navr/ — QUICK××× EASY××× IMMEDIATE
• | Use the internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on September 14, 2005. |
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot. |
VOTE BY MAIL
If you vote by Phone or Internet, please do not mail your Proxy Card
ò Please detach here ò
1. | Electing the following directors for the terms described in the accompanying Proxy Statement: |
01 Eric H. Paulson | 03 Richard Gary St. Marie | |||
02 James G. Sippl |
(Instructions: To withhold authority to vote for any indicated nominee, write the
number(s) of the nominee(s) in the box provided to the right.)
2. | Approving the Amended and Restated Articles of Incorporation of the Company. | |||
3. | Ratifying the appointment of Grant Thornton LLP. | |||
4. | Approving certain amendments to the 2004 Stock Plan. |
o | Vote FOR all nominees except as indicated below | o | Vote WITHHELD from all nominees |
o | FOR | o | AGAINST | o | ABSTAIN | |||||
o | FOR | o | AGAINST | o | ABSTAIN | |||||
o | FOR | o | AGAINST | o | ABSTAIN |
In their discretion, the Proxies are authorized to vote upon any other matters as may properly come before the Annual Meeting or any adjournments thereof.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be votedFORProposals 1, 2, 3, and 4. The Board of Directors recommends a voteFORall proposals.
Address Change? Mark Box o Indicate changes below:
Dated: | ||||
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Signature(s) Please sign your name exactly as it appears at left. In the case of shares owned in joint tenancy or as tenants in common, all should sign. Fiduciaries should indicate their title and authority. |