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6307 Carpinteria Avenue, Suite A
Carpinteria, California 93013
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME | 10:00 a.m. on Tuesday, June 28, 2005 | |||||
PLACE | Four Seasons Resort 1260 Channel Drive Santa Barbara, California 93108 | |||||
ITEMS OF BUSINESS | (1) To elect four members of the Board of Directors for terms expiring in 2008. (2) To approve our 2005 Omnibus Incentive Compensation Plan. (3) To amend our 1994 Employee Stock Purchase Plan to increase the number of shares issuable thereunder. (4) To transact such other business as may properly come before the Meeting and any adjournment or postponement. | |||||
RECORD DATE | You can vote if you are a stockholder of record on May 3, 2005. | |||||
ANNUAL REPORT | Our 2005 Annual Report,When You Have a Craving. . .Feed It, which is not a part of the proxy soliciting material, is enclosed. | |||||
PROXY VOTING | It is important that your shares be represented and voted at the Meeting. Please vote in one of these ways: (1) USE THE TOLL-FREE TELEPHONE NUMBER shown on the enclosed proxy card; (2) VISIT THE WEB SITE noted on the enclosed proxy card to vote by Internet; or (3) MARK, SIGN, DATE AND PROMPTLY RETURN the enclosed proxy card in the postage-paid envelope. Any proxy may be revoked at any time prior to its exercise at the Meeting. |
![](https://capedge.com/proxy/DEF 14A/0001206774-05-000997/puzder-sig.jpg)
President and Chief Executive Officer
Carpinteria, California
May 20, 2005
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, YOU ARE REQUESTED TO SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH YOU HAVE SENT IN YOUR PROXY. |
TABLE OF CONTENTS
Page | ||||||
---|---|---|---|---|---|---|
PROXY STATEMENT | 1 | |||||
Solicitation of Proxies | 1 | |||||
Annual Meeting Admission | 1 | |||||
Stockholders Entitled to Vote | 1 | |||||
Revocation of Proxies | 2 | |||||
HOW TO VOTE | 2 | |||||
Vote by Telephone | 2 | |||||
Vote by Internet | 2 | |||||
Vote by Mail | 2 | |||||
Voting at the Annual Meeting | 2 | |||||
Voting on Other Matters | 2 | |||||
Required Vote | 3 | |||||
Availability of Certain Documents | 3 | |||||
Cost of Proxy Solicitation | 3 | |||||
PROPOSAL 1 — ELECTION OF DIRECTORS | 4 | |||||
Introduction | 4 | |||||
Annual Meeting | 4 | |||||
OWNERSHIP OF THE COMPANY’S SECURITIES | 8 | |||||
Principal Stockholders | 8 | |||||
Security Ownership of Directors and Named Executive Officers | 8 | |||||
Section 16(a) Beneficial Ownership Reporting Compliance | 9 | |||||
GOVERNANCE OF THE COMPANY | 9 | |||||
Corporate Governance Principles | 9 | |||||
Meetings of the Board of Directors | 9 | |||||
Director Independence | 9 | |||||
Introduction to Committees of the Board of Directors | 10 | |||||
Audit Committee | 10 | |||||
Compensation Committee | 10 | |||||
Nominating & Corporate Governance Committee | 11 | |||||
Non-Management Directors | 11 | |||||
Fiscal 2005 Committee Membership & Meetings | 12 | |||||
DIRECTOR AND EXECUTIVE COMPENSATION | 12 | |||||
Compensation of Non-Management Directors | 12 | |||||
Fiscal 2005 Cash Retainer and Meeting Fees | 13 | |||||
Executive Compensation | 14 | |||||
Employment Agreements | 15 | |||||
Compensation Committee Interlocks and Insider Participation | 17 | |||||
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR THE FISCAL YEAR ENDED JANUARY 31, 2005 | 17 | |||||
STOCK PERFORMANCE GRAPH | 20 | |||||
TRANSACTIONS WITH OFFICERS AND DIRECTORS | 21 |
i
Page | ||||||
---|---|---|---|---|---|---|
PROPOSAL 2 — APPROVAL OF 2005 OMNIBUS INCENTIVE COMPENSATION PLAN | 24 | |||||
Description of the 2005 Plan | 24 | |||||
Types of Plan Awards | 26 | |||||
Change in Control | 29 | |||||
Section 162(m) Awards | 29 | |||||
Term of 2005 Plan | 29 | |||||
New Plan Benefits | 29 | |||||
Summary of Federal Income Tax Consequences of the 2005 Plan | 29 | |||||
Equity Compensation Plan Information | 32 | |||||
PROPOSAL 3 — APPROVAL OF AMENDMENT TO 1994 EMPLOYEE STOCK PURCHASE PLAN | 32 | |||||
Description of the ESPP | 32 | |||||
Matching Contribution | 33 | |||||
Capital Changes | 33 | |||||
Number of Shares Purchased | 33 | |||||
Amendment and Termination | 34 | |||||
Tax Consequences | 34 | |||||
INDEPENDENT PUBLIC ACCOUNTANTS | 35 | |||||
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 36 | |||||
Auditor Independence | 36 | |||||
REPORT OF THE AUDIT COMMITTEE | 37 | |||||
OTHER MATTERS | 38 | |||||
Other Business | 38 | |||||
FUTURE STOCKHOLDER PROPOSALS | 38 | |||||
Policies on Reporting of Concerns Regarding Accounting and Other Matters and on Communicating with Non-Management Directors | 38 | |||||
ANNEX A2005 OMNIBUS INCENTIVE COMPENSATION PLAN | A-1 | |||||
ANNEX BCKE RESTAURANTS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN | B-1 |
ii
CKE RESTAURANTS, INC.
6307 Carpinteria Avenue, Suite A
Carpinteria, California 93013
PROXY STATEMENT
Annual Meeting of Stockholders
June 28, 2005
Solicitation of Proxies
Annual Meeting Admission
Stockholders Entitled to Vote
1
Revocation of Proxies
1. | written notice to the Secretary of the Company; |
2. | timely delivery of a valid, later-dated proxy; or |
3. | voting by ballot at the Annual Meeting. |
HOW TO VOTE
Vote by Telephone
Vote by Internet
Vote by Mail
Voting at the Annual Meeting
Voting on Other Matters
2
Required Vote
Availability of Certain Documents
Cost of Proxy Solicitation
3
PROPOSAL 1 — ELECTION OF DIRECTORS
Introduction
Annual Meeting
Peter Churm
Janet E. Kerr
Daniel D. (Ron) Lane
Andrew F. Puzder
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE ELECTION OF THESE NOMINEES AS DIRECTORS.
4
Name and Age as of the June 28, 2005 Annual Meeting | Position, Principal Occupation, Business Experience and Directorships | |||||
---|---|---|---|---|---|---|
Peter Churm 79 | Mr. Churm has served as a director since 1979. Mr. Churm was Chairman of the Board of Furon Company from May 1980 through February 1992 and was President of that company for more than 16 years. From February 1992 until November 1999, Mr. Churm served as Furon’s Chairman Emeritus as well as a member of its Board of Directors. Mr. Churm is also a member of the Board of Directors of Diedrich Coffee, Inc. | |||||
Janet E. Kerr 50 | Professor Kerr was appointed to the Board of Directors on April 5, 2004. Professor Kerr is currently a professor of law and the Executive Director of the Center for Entrepreneurship and Technology Law at Pepperdine University School of Law in Malibu, California. Professor Kerr has served as a consultant to various companies on Sarbanes-Oxley Act compliance. She has founded several technology companies and is a well-known author in the areas of securities and corporate law, having published several articles and a book on the subjects. Professor Kerr was a co-founder of X-Labs, a technology company co-founded with HRL Laboratories. | |||||
Daniel D. (Ron) Lane 70 | Mr. Lane has served as a director since 1993. Since February 1983, he has been a principal, Chairman and Chief Executive Officer of Lane/Kuhn Pacific, Inc. Mr. Lane is also a director of Fidelity National Financial, Inc. (“FNF”). | |||||
Andrew F. Puzder 54 | Mr. Puzder was appointed to the Board of Directors in May 2001. Mr. Puzder became Chief Executive Officer and President of CKE in September 2000. From February 1997 to September 2000, he served as Executive Vice President, General Counsel and Secretary of CKE. Mr. Puzder was also Executive Vice President of FNF from January 1995 to June 2000. Mr. Puzder was a partner in the Costa Mesa, California law firm of Lewis, D’Amato, Brisbois & Bisgaard from September 1991 to March 1994, and a shareholder in the Newport Beach, California law firm of Stradling Yocca Carlson & Rauth from March 1994 until joining FNF in 1995. |
DIRECTORS CONTINUING IN OFFICE UNTIL 2006
Name and Age as of the June 28, 2005 Annual Meeting | Position, Principal Occupation, Business Experience and Directorships | |||||
---|---|---|---|---|---|---|
William P. Foley, II 60 | Mr. Foley has served as a director since 1993. Mr. Foley became Chairman of the CKE Board of Directors in March 1994 and served as CKE’s Chief Executive Officer from October 1994 until March 2000. Since 1984, Mr. Foley has been Chairman of the Board of Directors, President (until January 1995) and Chief Executive Officer of FNF. |
5
Name and Age as of the June 28, 2005 Annual Meeting | Position, Principal Occupation, Business Experience and Directorships | |||||
---|---|---|---|---|---|---|
Carl L. Karcher 56 | Mr. Karcher has served as a director since 1992. Mr. Karcher is the President of CLK, Inc., a Carl’s Jr. franchisee. Mr. Karcher has been a Carl’s Jr. franchisee since May 1985. For more than 17 years prior to that time, Mr. Karcher was employed by CKE in several capacities, including Vice President, Manufacturing and Distribution. Carl L. Karcher is the son of Carl N. Karcher, our founder and Chairman Emeritus. | |||||
Ronald B. Maggard, Sr. 56 | Mr. Maggard was elected to the Board of Directors in March 2003. Since the early 1980’s, Mr. Maggard has been the President and Chairman of the Board of Maggard Enterprises, Inc., a franchisee of Long John Silver and A&W restaurants. Mr. Maggard has been a franchisee of quick-service restaurants for over 30 years, and served as a director of Santa Barbara Restaurant Group, Inc. (“SBRG”) and Checkers Drive-In Restaurants, Inc. until 2002. | |||||
Daniel E. Ponder, Jr. 50 | Mr. Ponder has served as a director since April 2001. He is currently the President and Chairman of the Board of Ponder Enterprises, Inc., a franchisee of Hardee’s restaurants. He has been a Hardee’s franchisee for over 20 years. Mr. Ponder served in the Georgia legislature until January 2001. Mr. Ponder is the 2003 recipient of the John F. Kennedy Profile in Courage Award. |
DIRECTORS CONTINUING IN OFFICE UNTIL 2007
Name and Age as of the June 28, 2005 Annual Meeting | Position, Principal Occupation, Business Experience and Directorships | |||||
---|---|---|---|---|---|---|
Byron Allumbaugh 73 | Mr. Allumbaugh has served as a director since 1996, and was appointed Vice Chairman of the Board on March 22, 2005. Mr. Allumbaugh retired as Chairman of the Board of Ralphs Grocery Company on January 31, 1997, where he held numerous management positions from 1958, serving as Chief Executive Officer from 1976 to 1995 and Chairman of the Board from 1995 until his retirement. Currently a self-employed business consultant, Mr. Allumbaugh is also a member of the Boards of Directors of the Automobile Club of Southern California, Penn Traffic, Galyan’s Trading Co. and The Pantry, Inc. | |||||
Douglas K. Ammerman 53 | Mr. Ammerman has served as a director since October 2003. He is a Certified Public Accountant and has a Masters Degree in Business Taxation from the University of Southern California. He began his career in 1973 with Peat, Marwick, Mitchell (now KPMG). He was admitted to the KPMG partnership in 1984 and formally retired from KPMG in 2002. | |||||
Frank P. Willey 51 | Mr. Willey has served as a director since 1994. He became Vice Chairman of FNF in March 2000. Mr. Willey has been a director of FNF since February 1984, and served as General Counsel of FNF from 1984 to January 1995, as well as its President from 1995 until March 2000. |
6
NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Name and Age as of the June 28, 2005 Annual Meeting | Position, Principal Occupation, Business Experience and Directorships | |||||
---|---|---|---|---|---|---|
E. Michael Murphy 53 | Mr. Murphy became Executive Vice President, General Counsel and Secretary of CKE in February 2001, after serving as Senior Vice President of the Company and Senior Vice President, General Counsel of Hardee’s Food Systems, Inc. from July 1998. For the prior 10 years, Mr. Murphy was a partner of The Stolar Partnership law firm in St. Louis, Missouri. | |||||
John J. Dunion 47 | Mr. Dunion was appointed Executive Vice President, Supply Chain Management in July 2001. Prior to that, he served the Company as Executive Vice President, Chief Administrative Officer. Before joining CKE in 1996, Mr. Dunion held various management positions with Unigate Restaurants, Inc., Jack in the Box Inc., and Taco Bell Corp. | |||||
Theodore Abajian 41 | Mr. Abajian was appointed Executive Vice President and Chief Financial Officer of the Company in May 2003. From March 2002, he has also served as Executive Vice President, Chief Administrative Officer. From November 2000 to March 2002, Mr. Abajian served as President and Chief Executive Officer of SBRG, and as its Executive Vice President and Chief Financial Officer from May 1998. In addition, from January 2000 to October 2000, Mr. Abajian held the position of Senior Vice President and Chief Financial Officer for Checkers Drive-In Restaurants, Inc., and served as the Chief Financial Officer of Star Buffet, Inc. from July 1997 to May 1998. Mr. Abajian also served as a director of Staceys Buffet, Inc. from October 1997 to February 1998, and was Vice President and Controller with Summit Family Restaurants, Inc. from 1994 to 1998. | |||||
Brad R. Haley 47 | Mr. Haley was appointed Executive Vice President, Marketing for Hardee’s Food Systems, Inc. in September 2000. He also assumed responsibility for Carl’s Jr. marketing in January 2004. Prior to joining Hardee’s Food Systems, Inc., Mr. Haley worked as Chief Marketing Officer for Church’s Chicken. From 1992 to 1999, Mr. Haley served as Corporate Vice President of Marketing Communications for Jack in the Box Inc. |
7
OWNERSHIP OF THE COMPANY’S SECURITIES
Principal Stockholders
Stockholder | Number of Shares Held (1) | Percentage (2) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Richard H. Pickup (3) 2321 Alcova Ridge Drive Las Vegas, NV 89134 | 4,150,000 | 7.0 | % |
(1) | All share amounts are based upon the most recent SEC filings available. |
(2) | Calculated based on 59,011,932 shares of CKE common stock outstanding on May 3, 2005. |
(3) | Pursuant to the Schedule 13D/A filed on February 10, 2005, by Dito Devcar Corporation, a Nevada corporation, Dito Caree, LP, a Nevada limited partnership, The Pickup Family Trust, Plus Four Equity Partners, LP, a Nevada limited partnership, TD Investments, LLC, Crut II, Richard H. Pickup, Dito Devcar, LP and the TB Fund, LLC (collectively, “Reporting Entities”) are record holders of the shares. Each of the Reporting Entities is directly or indirectly controlled or operating for the benefit of Richard H. Pickup. |
Security Ownership of Directors and Named Executive Officers
Shares Beneficially Owned | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Common Stock | Common Stock Equivalents (1) | Total Share Ownership | Percentage of All Shares | ||||||||||||||
Directors — | ||||||||||||||||||
William P. Foley, II (2) | 1,360,674 | 1,896,113 | 3,256,787 | 5.5 | % | |||||||||||||
Daniel D. (Ron) Lane | 836,451 | 240,075 | 1,076,526 | 1.8 | % | |||||||||||||
Byron Allumbaugh | 46,285 | 120,001 | 166,286 | * | ||||||||||||||
Peter Churm | 23,865 | 120,001 | 143,866 | * | ||||||||||||||
Carl L. Karcher | 150,446 | 115,000 | 265,446 | * | ||||||||||||||
Daniel E. Ponder, Jr. | 23,865 | 40,000 | 63,865 | * | ||||||||||||||
Frank P. Willey | 360,204 | 160,069 | 520,273 | * | ||||||||||||||
Andrew F. Puzder, CEO | 412,750 | 930,355 | 1,343,105 | 2.3 | % | |||||||||||||
Ronald B. Maggard, Sr. | 60,498 | 58,672 | 119,170 | * | ||||||||||||||
Douglas K. Ammerman | 2,000 | 15,001 | 17,001 | * | ||||||||||||||
Janet E. Kerr | 0 | 13,334 | 13,334 | * | ||||||||||||||
Named Executive Officers — | ||||||||||||||||||
E. Michael Murphy | 9,137 | 180,460 | 189,597 | * | ||||||||||||||
John J. Dunion | 11,375 | 201,788 | 213,163 | * | ||||||||||||||
Theodore Abajian | 42,517 | 199,384 | 241,901 | * | ||||||||||||||
Brad R. Haley | 15,819 | 66,668 | 82,487 | * | ||||||||||||||
Directors and Executive Officers as a Group (16 persons) | 3,363,424 | 4,447,039 | 7,810,463 | 13.2 | % |
8
* | Represents less than 1% of the Company’s common stock. |
(1) | “Common Stock Equivalents” include stock options or other convertible securities exercisable within 60 days after May 3, 2005. |
(2) | Includes: (a) 507,398 shares held directly by Folco Development Corporation, owned and controlled by Mr. Foley, (b) 96,011 shares owned by Bognor Regis, Inc., a Nevada corporation, of which Mr. Foley is a director and President, and (c) 757,265 shares held directly. |
Section 16(a) Beneficial Ownership Reporting Compliance
GOVERNANCE OF THE COMPANY
Corporate Governance Principles
Meetings of the Board of Directors
Director Independence
9
those transactions that are more fully described in this proxy statement under the heading “Transactions with Officers and Directors,” and under the heading “Certain Relationships and Related Transactions” in the Company’s Annual Report on Form 10-K for fiscal 2005. The purpose of this review was to determine the independence of each director and whether such director would be considered an independent director under the NYSE rules.
Introduction to Committees of the Board of Directors
Audit Committee
Compensation Committee
10
Nominating & Corporate Governance Committee
Non-Management Directors
11
Fiscal 2005 Committee Membership & Meetings
Name | Audit | Compensation | Nominating & Corporate Governance | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Byron Allumbaugh | X | |||||||||||||
Peter Churm | X | X* | ||||||||||||
Janet E. Kerr | X | X | ||||||||||||
Ronald B. Maggard, Sr. | X* | |||||||||||||
Douglas K. Ammerman | X* | X | X | |||||||||||
Meetings | 11 | 8 | 8 |
* | Chair. |
DIRECTOR AND EXECUTIVE COMPENSATION
Compensation of Non-Management Directors
12
Fiscal 2005 Cash Retainer and Meeting Fees
Name | Board | Audit | Compensation | Franchise | Nominating & Corporate Governance | Acquisitions and Divestitures | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
William P. Foley, II | $ | 150,000 | — | — | — | — | — | |||||||||||||||||||
Daniel D. (Ron) Lane | $ | 35,000 | — | — | — | — | ||||||||||||||||||||
Byron Allumbaugh | $ | 35,000 | $ | 16,000 | — | — | — | — | ||||||||||||||||||
Peter Churm | $ | 40,750 | $ | 5,000 | $ | 2,000 | — | — | ||||||||||||||||||
Carl L. Karcher | $ | 35,000 | — | — | — | — | — | |||||||||||||||||||
Janet E. Kerr (1) | $ | 26,750 | $ | 5,500 | — | $ | 6,500 | — | ||||||||||||||||||
Frank P. Willey | $ | 35,500 | $ | 1,000 | — | — | — | |||||||||||||||||||
Daniel E. Ponder, Jr. | $ | 35,500 | — | — | — | — | — | |||||||||||||||||||
Andrew F. Puzder (2) | — | — | — | — | — | — | ||||||||||||||||||||
Ronald B. Maggard, Sr. | $ | 40,750 | — | — | — | $ | 4,500 | — | ||||||||||||||||||
Douglas K. Ammerman | $ | 100,000 | — | — | — | — | — |
(1) | Ms. Kerr was appointed to the Board of Directors on April 4, 2004. |
(2) | Mr. Puzder received no director compensation during fiscal 2005 as he received remuneration pursuant to his employment agreement with the Company, which is discussed below under the heading “Employment Agreements.” |
13
Executive Compensation
Summary Compensation Table
Annual Compensation | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Other Annual Compensation (1) | Long-Term Compensation Awards Options (#) | All Other Compensation ($) (2) | ||||||||||||||||||||
Andrew F. Puzder | 2005 | 815,405 | 1,630,769 | 20,225 | 150,000 | 39,663 | ||||||||||||||||||||
Chief Executive Officer | 2004 | 635,097 | 200,000 | 21,937 | 150,000 | 38,582 | ||||||||||||||||||||
2003 | 572,115 | 1,250,000 | 21,028 | 100,000 | 37,500 | |||||||||||||||||||||
E. Michael Murphy | 2005 | 356,743 | 713,461 | 19,933 | 30,000 | 0 | ||||||||||||||||||||
EVP, General Counsel & | 2004 | 335,866 | 100,000 | 21,267 | 30,000 | 0 | ||||||||||||||||||||
Secretary | 2003 | 326,538 | 335,000 | 23,284 | 25,100 | 87,302 | ||||||||||||||||||||
John J. Dunion | 2005 | 254,808 | 110,000 | 15,514 | 15,000 | 19,785 | ||||||||||||||||||||
EVP, Supply Chain | 2004 | 250,000 | 90,000 | 13,984 | 15,000 | 19,785 | ||||||||||||||||||||
Management | 2003 | 250,000 | 75,000 | 15,951 | 15,000 | 19,785 | ||||||||||||||||||||
Theodore Abajian | 2005 | 305,783 | 611,538 | 10,000 | 30,000 | 33,375 | ||||||||||||||||||||
EVP, Chief Financial Officer | 2004 | 252,885 | 100,000 | 14,616 | 25,000 | 45,615 | ||||||||||||||||||||
2003 | 249,808 | 125,000 | 23,829 | 5,000 | 19,038 | |||||||||||||||||||||
Brad R. Haley | 2005 | 280,288 | 448,461 | 13,724 | 25,000 | 29,668 | ||||||||||||||||||||
EVP, Marketing | 2004 | 252,404 | 75,000 | 15,141 | 20,000 | 30,130 | ||||||||||||||||||||
2003 | 250,000 | 15,000 | 12,579 | 10,000 | 56,654 |
(1) | “Other Annual Compensation” for fiscal 2005 includes the following amounts for Mr. Puzder, Mr. Murphy, Mr. Dunion, Mr. Abajian and Mr. Haley: (a) auto allowance payments of $10,152, $10,152, $10,152, $1,625 and $10,152, respectively, (b) reimbursements for medical and dental costs of $8,246, $8,950, $5,000, $8,120 and $3,204, respectively, and (c) payments of life insurance premiums of $1,827, $831, $362, $255 and $368, respectively. |
(2) | “All Other Compensation” includes matching contributions by CKE to CKE’s employee stock purchase plan for Mr. Puzder, Mr. Abajian and Mr. Haley. For fiscal 2005, the amounts matched by the Company in the employee stock purchase plan were $39,663, $9,375 and $3,288, respectively. Amounts for Mr. Dunion, Mr. Abajian and Mr. Haley include relocation costs of $19,785, $24,000 and $26,380, respectively. |
14
Option Grants in Last Fiscal Year
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (4) | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Option Grants (#) (1) | Percentage of Total Options Granted to Employees in Fiscal Year 2005 | Exercise or Base Price ($/Share) (2) | Expiration Date (3) | 5% ($) | 10% ($) | |||||||||||||||||||||
Andrew F. Puzder | 150,000 | 17.00 | % | $ | 11.26 | 06/14/2014 | 2,751,203 | 4,380,831 | |||||||||||||||||||
E. Michael Murphy | 30,000 | 3.40 | % | $ | 11.26 | 06/14/2014 | 550,241 | 876,166 | |||||||||||||||||||
John J. Dunion | 15,000 | 1.70 | % | $ | 11.26 | 06/14/2014 | 275,120 | 438,083 | |||||||||||||||||||
Theodore Abajian | 30,000 | 3.40 | % | $ | 11.26 | 06/14/2014 | 550,241 | 876,166 | |||||||||||||||||||
Brad R. Haley | 25,000 | 2.83 | % | $ | 11.26 | 06/14/2014 | 458,534 | 730,139 |
(1) | Nonqualified stock options. |
(2) | The fair market value of the Company’s common stock on the date of grant. |
(3) | The options vest 33-1/3% on the first anniversary of the date of grant, 33-1/3% on the second anniversary of the date of grant and 33-1/3% on the third anniversary of the date of grant. |
(4) | Calculated over a ten-year period, representing the terms of the options. These are assumed rates of appreciation, and are not intended to forecast future appreciation of the Company’s common stock. |
Number of Securities Underlying Unexercised Options at January 31, 2005 | Value of Unexercised In-the-Money Options at January 31, 2005 (1) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise (#) | Value Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Andrew F. Puzder | 400,000 | $ | 4,558,388 | 797,022 | 283,333 | 6,109,013 | 1,474,332 | ||||||||||||||||||||
E. Michael Murphy | — | — | 152,127 | 58,333 | 1,350,333 | 300,532 | |||||||||||||||||||||
John J. Dunion | — | — | 186,788 | 30,000 | 943,813 | 153,100 | |||||||||||||||||||||
Theodore Abajian | 25,000 | $ | 299,372 | 179,385 | 48,332 | 2,056,395 | 248,692 | ||||||||||||||||||||
Brad R. Haley | — | — | 48,334 | 41,666 | 481,754 | 208,996 |
(1) | In accordance with the rules of the SEC, values are calculated by subtracting the exercise price from the fair market value of the underlying common stock. For purposes of this table, the fair market value is deemed to be the closing price of the Company’s common stock on January 31, 2005. |
Employment Agreements
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Mr. Puzder shall receive a bonus equal to 50% of his then current annual base salary. If actual income is greater than 80%, but less than 120%, of target income, Mr. Puzder shall receive a bonus calculated pursuant to a formula. If actual income is 120% or greater of target income, Mr. Puzder shall receive a bonus equal to 200% of his then current annual base salary. Pursuant to this formula, Mr. Puzder received a cash bonus of $1,630,769 for fiscal 2005. Effective February 1, 2005, Mr. Puzder’s employment agreement was amended to provide that his maximum cash bonus (i.e., where CKE’s actual income is 120% or more of target income) will equal 250% of his annual base salary, and a corresponding adjustment was made to the formula determining the bonus where actual income equals 80%–120% of target income. The employment agreement can be terminated by CKE for cause as defined in the employment agreement. In the event CKE terminates Mr. Puzder’s employment without cause, Mr. Puzder terminates his employment with CKE for good reason or in the event of a change of control of CKE resulting in Mr. Puzder’s termination, each as defined in the employment agreement, CKE will be obligated to pay a lump sum consisting of (a) Mr. Puzder’s minimum annual base salary then in effect times the greater of one and the number of years remaining in the term of the employment agreement, plus (b) an amount equal to 200% of Mr. Puzder’s minimum annual base salary as then in effect multiplied by the number of years for which an annual bonus has not yet been calculated. In addition, in the event that CKE terminates Mr. Puzder’s employment without cause, Mr. Puzder terminates his employment with CKE for good reason or in the event of a change of control of CKE resulting in Mr. Puzder’s termination, all options granted which have not vested as of the date of termination shall vest immediately, and CKE shall maintain, for the number of years remaining in the term, all employee benefit plans and programs in which Mr. Puzder was entitled to participate immediately prior to the date of termination. In the event of his death, Mr. Puzder’s legal representatives will receive the minimum annual base salary for the remainder of the term, and all unvested options will immediately vest and be exercisable for 90 days from Mr. Puzder’s death.
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term. For fiscal 2005 and all subsequent years, Mr. Abajian’s annual bonus is calculated by first determining the difference between CKE’s target annual income, as determined by Mr. Abajian and the Compensation Committee prior to the commencement of each such fiscal year, and its actual income, both as defined in the employment agreement. If actual income is less than 80% of target income, Mr. Abajian shall receive no bonus. If actual income is 80% of target income, Mr. Abajian shall receive a bonus equal to 50% of his then current annual base salary. If actual income is greater than 80%, but less than 120%, of target income, Mr. Abajian shall receive a bonus calculated pursuant to a formula. If actual income is 120% or greater of target income, Mr. Abajian shall receive a bonus equal to 200% of his then current annual base salary. The employment agreement can be terminated by CKE for cause as defined in the employment agreement. In the event CKE terminates Mr. Abajian’s employment without cause, CKE will be obligated to pay a lump sum consisting of (a) Mr. Abajian’s minimum annual base salary then in effect times the number of years (including partial years) remaining in the term of the employment agreement, plus (b) a pro rata portion of the bonus for the year in which the termination occurs. In addition, in the event that CKE terminates Mr. Abajian’s employment without cause, all options granted which have not vested as of the date of termination shall vest immediately, and CKE shall maintain, for the number of years remaining in the term, all employee benefit plans and programs in which Mr. Abajian was entitled to participate immediately prior to the date of termination. In the event of his death, Mr. Abajian’s legal representatives will receive the minimum annual base salary for the remainder of the term, and all unvested options will immediately vest and be exercisable for 90 days from Mr. Abajian’s death. |
Compensation Committee Interlocks and Insider Participation
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
FOR THE FISCAL YEAR ENDED JANUARY 31, 2005
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include revenues and earnings. The establishment of base compensation involves a subjective assessment and weighing of the foregoing criteria and is not based on any specific formula.
Dated: May 20, 2005
/s/
Peter Churm (Chairman)
Douglas K. Ammerman
Janet E. Kerr
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![](https://capedge.com/proxy/DEF 14A/0001206774-05-000997/d17111line.jpg)
Cumulative Total Return | |||||||||||||||||||||||||||
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Jan 00 | Jan 01 | Jan 02 | Jan 03 | Jan 04 | Jan 05 | ||||||||||||||||||||||
CKE RESTAURANTS, INC. | 100.00 | 48.39 | 155.53 | 55.46 | 118.93 | 227.80 | |||||||||||||||||||||
S & P 500 | 100.00 | 99.10 | 83.10 | 63.97 | 86.09 | 91.45 | |||||||||||||||||||||
PEER GROUP | 100.00 | 85.28 | 87.42 | 53.10 | 90.24 | 115.29 |
* | $100 invested on 1/31/00 in stock or index — including reinvestment of dividends. Fiscal year ending January 31. |
(1) | Peer Group is comprised of the following companies: Jack in the Box Inc., McDonalds Corp., Wendy’s International, Inc. and Yum! Brands Inc. |
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TRANSACTIONS WITH OFFICERS AND DIRECTORS
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regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2005, these purchases totaled approximately $12,750,665. During fiscal 2005, CLK paid royalty fees of $1,616,884, including royalties fees paid to CKE for the Green Burrito dual-brand restaurants, and advertising and promotional fees of $1,885,175, for all 28 restaurants combined. CLK is also a lessee or sublessee of CKE with respect to 13 restaurant locations, two of which terminated in fiscal 2005. Rental payments equal a percentage of the annual gross sales of the restaurants ranging from 5.5 % to 10%, or minimum monthly rentals ranging from $4,447 to $11,255. The leases expire at varying times between December 2005 and August 2011. The rents paid under these leases during fiscal 2005 totaled $1,075,303.
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PROPOSAL 2 — APPROVAL OF 2005 OMNIBUS INCENTIVE COMPENSATION PLAN
Description of the 2005 Plan
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Types of Plan Awards
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by the Committee in its discretion. A stock appreciation right will be exercisable or payable at such time or times as determined by the Committee, provided that the maximum term of a stock appreciation right shall be ten years from the date the right is granted. The base price of a stock appreciation right granted without any related stock option shall be determined by the Committee in its sole discretion; provided, however, that the base price per share of any such freestanding stock appreciation right shall not be less than 100 percent of the fair market value of the shares of common stock of the Company on the date the right is granted.
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Change in Control
Section 162(m) Awards
Term of 2005 Plan
New Plan Benefits
Summary of Federal Income Tax Consequences of the 2005 Plan
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(i) the fair market value of the stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition minus the exercise price. If the amount realized in a disqualifying disposition exceeds the fair market value of the stock on the date of exercise, the gain realized in excess of the amount taxed as ordinary income as indicated above will be taxed as capital gain. A disqualifying disposition as a result of a gift will result in ordinary income to the Participant in an amount equal to the difference between the exercise price and the fair market value of the stock on the date of exercise. Any loss realized upon a disqualifying disposition will be treated as a capital loss. Capital gains and losses resulting from disqualifying dispositions will be treated as long-term or short-term depending upon whether the shares were held for more or less than the applicable statutory holding period (which currently is more than one year for long-term capital gains). The Company will be entitled to a tax deduction in an amount equal to the ordinary income recognized by the Participant as a result of a disposition of the shares received upon exercise of an incentive stock option.
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insufficient to cover the amount to be withheld, the Participant will be required to make a direct payment to us for the balance of the tax withholding obligation. We are entitled to a tax deduction in an amount equal to the ordinary income recognized by the Participant. The Participant’s basis in the shares will be equal to the purchase price, if any, increased by the amount of ordinary income recognized. If instead an Internal Revenue Code Section 83(b) election is made within 30 days after the date of transfer, or if no repurchase rights are retained by us, then the Participant will recognize ordinary income on the date of purchase in an amount equal to the excess of the fair market value of such shares on the date of purchase over the purchase price paid for such shares.
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Equity Compensation Plan Information
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||||
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(a) | (b) | (c) | ||||||||||||
Equity compensation plans approved by stockholders | 8,993,347 | $ | 11.14 | 847,736 | ||||||||||
Equity compensation plans not approved by stockholders | 673,871 | $ | 7.90 | 57,669 | ||||||||||
Total | 9,667,218 | $ | 10.92 | 905,405 |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE APPROVAL OF THE 2005 OMNIBUS INCENTIVE COMPENSATION PLAN.
PROPOSAL 3 — APPROVAL OF AMENDMENT TO 1994 EMPLOYEE STOCK PURCHASE PLAN
Description of the ESPP
32
Matching Contribution
Capital Changes
Number of Shares Purchased
Name of Individual or Group | Number of shares purchased | Average per share purchase price | ||||||||
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Andrew F. Puzder | 17,962 | $ | 11.38 | |||||||
E. Michael Murphy | 435 | $ | 11.49 | |||||||
John J. Dunion | 1,056 | $ | 10.23 | |||||||
Theodore Abajian | 5,208 | $ | 12.25 | |||||||
Brad R. Haley | 1,136 | $ | 11.82 | |||||||
Renea S. Hutchings | 3,263 | $ | 11.86 |
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Amendment and Termination
Tax Consequences
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE 1994 EMPLOYEE STOCK PURCHASE PLAN.
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INDEPENDENT PUBLIC ACCOUNTANTS
Fees Paid to Independent Auditors
Name | 2005 | Percentage of 2005 Services Approved by Audit Committee | 2004 | Percentage of 2004 Services Approved by Audit Committee | ||||||||||||||
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Audit Fees (1) | $ | 1,961,582 | 100 | % | $ | 725,600 | 100 | % | ||||||||||
Audit-Related Fees (2) | — | 100 | % | $ | 47,890 | 100 | % | |||||||||||
Tax Fees (3) | $ | 10,370 | 100 | % | $ | 44,343 | 100 | % |
(1) | Audit services consist of the audit of annual financial statements, audit of the effectiveness of our internal control over financial reporting as of January 31, 2005 as required by Section 404 of the Sarbanes-Oxley Act, SAS 100 quarterly reviews, review of UFOC/registration statements and issuance of comfort letters and consents. |
(2) | Audit-related fees consist principally of the audit of CKE’s pension plan and ERISA compliance. |
(3) | Tax services consist of tax compliance and tax planning advice to fully owned subsidiary, Carl Karcher Enterprises, Inc. |
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Auditor Independence
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REPORT OF THE AUDIT COMMITTEE
Dated: May 20, 2005
Douglas K. Ammerman (Chairman)
Peter Churm
Byron Allumbaugh
Frank P. Willey (member during fiscal 2005)
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OTHER MATTERS
Other Business
FUTURE STOCKHOLDER PROPOSALS
Policies on Reporting of Concerns Regarding Accounting and Other Matters and on Communicating with Non-Management Directors
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ANNEX A
2005 Omnibus Incentive Compensation Plan
(Adopted by the Board of Directors on March 22, 2005)
Table of Contents
Page | ||||||
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1. Purpose | 1 | |||||
2. Definitions | 1 | |||||
3. Administration | 2 | |||||
3.1 Committee Members | 2 | |||||
3.2 Committee Authority | 2 | |||||
3.3 Delegation of Authority | 3 | |||||
3.4 Grants to Non-Employee Directors | 3 | |||||
4. Shares Subject to the Plan | 3 | |||||
4.1 Maximum Share Limitations | 3 | |||||
4.2 Individual Participant Limitations | 3 | |||||
4.3 Adjustments | 4 | |||||
5. Participation and Awards | 4 | |||||
5.1 Designations of Participants | 4 | |||||
5.2 Determination of Awards | 4 | |||||
6. Stock Options | 4 | |||||
6.1 Grant of Stock Options | 4 | |||||
6.2 Exercise Price | 4 | |||||
6.3 Vesting of Stock Options | 4 | |||||
6.4 Term of Stock Options | 4 | |||||
6.5 Termination of Service | 5 | |||||
6.6 Stock Option Exercise; Tax Withholding | 5 | |||||
6.7 Limited Transferability of Nonqualified Stock Options | 5 | |||||
6.8 Additional Rules for Incentive Stock Options | 5 | |||||
(a) Eligibility | 5 | |||||
(b) Annual Limits | 5 | |||||
(c) Termination of Employment | 6 | |||||
(d) Other Terms and Conditions; Nontransferability | 6 | |||||
(e) Disqualifying Dispositions | 6 | |||||
6.9 Repricing Prohibited | 6 | |||||
7. Stock Appreciation Rights | 6 | |||||
7.1 Grant of Stock Appreciation Rights | 6 | |||||
7.2 Freestanding Stock Appreciation Rights | 6 | |||||
7.3 Tandem Stock Option/Stock Appreciation Rights | 6 | |||||
7.4 Payment of Stock Appreciation Rights | 7 | |||||
7.5 Repricing Prohibited | 7 | |||||
7.6 Compliance with Code Section 409A | 7 | |||||
8. Restricted Stock Awards | 7 | |||||
8.1 Grant of Restricted Stock Awards | 7 | |||||
8.2 Vesting Requirements; Repurchase Rights | 7 | |||||
8.3 Restrictions | 7 | |||||
8.4 Rights as Shareholder | 7 | |||||
8.5 Section 83(b) Election | 8 |
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Table of Contents
(continued)
Page | ||||||
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9. Stock Unit Awards | 8 | |||||
9.1 Grant of Stock Unit Awards | 8 | |||||
9.2 Vesting of Stock Unit Awards | 8 | |||||
9.3 Payment of Stock Unit Awards | 8 | |||||
9.4 No Rights as Shareholder | 8 | |||||
9.5 Compliance with Code Section 409A | 8 | |||||
10. Stock Awards | 8 | |||||
10.1 Grant of Stock Awards | 8 | |||||
10.2 Rights as Shareholder | 8 | |||||
11. Change in Control | 8 | |||||
11.1 Effect of Change in Control | 8 | |||||
11.2 Definitions | 9 | |||||
(a) Cause | 9 | |||||
(b) Change in Control | 9 | |||||
(c) Constructive Termination | 10 | |||||
(d) Triggering Event | 10 | |||||
11.3 Excise Tax Limit | 10 | |||||
12. Forfeiture Events | 10 | |||||
12.1 General | 10 | |||||
12.2 Termination for Cause | 11 | |||||
13. Performance Measures | 11 | |||||
14. General Provisions | 11 | |||||
14.1 Award Agreement | 11 | |||||
14.2 No Assignment or Transfer; Beneficiaries | 12 | |||||
14.3 Deferrals of Payment | 12 | |||||
14.4 Rights as Shareholder | 12 | |||||
14.5 Employment or Service | 12 | |||||
14.6 Securities Laws | 12 | |||||
14.7 Tax Withholding | 12 | |||||
14.8 Unfunded Plan | 13 | |||||
14.9 Other Compensation and Benefit Plans | 13 | |||||
14.10 Plan Binding on Transferees | 13 | |||||
14.11 Severability | 13 | |||||
14.12 Foreign Jurisdictions | 13 | |||||
14.13 Substitute Awards in Corporate Transactions | 13 | |||||
14.14 Governing Law | 13 | |||||
15. Effective Date; Amendment and Termination | 14 | |||||
15.1 Effective Date | 14 | |||||
15.2 Amendment | 14 | |||||
15.3 Termination | 14 |
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CKE Restaurants, Inc.
2005 Omnibus Incentive Compensation Plan
A-1
3. | Administration. |
A-2
also have discretionary authority to interpret the Plan, to make factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan, including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations and actions by the Committee shall be final, conclusive, and binding upon all parties.
4. | Shares Subject to the Plan. |
A-3
however, in connection with the new employment of a Named Executive Officer, if the Board determines that exceeding the limitation is in the best interests of the Company, but in no event shall the annual Participant limitation exceed 475,000 shares.
5. | Participation and Awards. |
6. | Stock Options. |
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provided by the Committee, no Stock Option may be exercised at any time during the term thereof unless the Participant is then in the Service of the Company or one of its Affiliates.
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7. | Stock Appreciation Rights. |
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8. | Restricted Stock Awards. |
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payment of dividends and distributions to the Participant at such times as paid to shareholders generally or at the times of vesting or other payment of the Restricted Stock Award.
9. | Stock Unit Awards. |
10. | Stock Awards. |
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consolidation, or reorganization that would result in the Persons who are beneficial owners of the Company Voting Securities outstanding immediately prior thereto continuing to beneficially own, directly or indirectly, in substantially the same proportions, at least fifty percent (50%) of the combined voting power of the Company Voting Securities (or the voting securities of the surviving entity) outstanding immediately after such merger, consolidation or reorganization;
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12. | Forfeiture Events. |
13. | Performance Measures |
14. | General Provisions. |
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Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement. The Committee need not require the execution of an Award Agreement by a Participant, in which case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines of the Company in effect from time to time.
A-12
Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares.
by the Participant on or prior to the payment or other event that results in taxable income in respect of an Award. The Award Agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of Award.
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15. | Effective Date; Amendment and Termination. |
A-14
ANNEX B
CKE RESTAURANTS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN*
2. | Definitions. |
* | As amended, subject to stockholder approval, by resolution of the Board of Directors as of March 22, 2005. |
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Account”) until used to purchase Common Stock and shall not be used for any other purpose. The Company shall maintain records reflecting the amount in the Company Account of each Participant. All withholding taxes in connection with a Participant’s payroll deduction shall be deducted from the remainder of the Base Earnings and/or Incentive Compensation paid to the Participant and not from the amount to be placed in the Company Account. A Participant may not make any additional payments into the Company Account except as provided in Paragraph 18. All amounts in the Company Account derived from payroll deductions shall be referred to as the “Participant Contribution.” |
8.3 | Intentionally Omitted. |
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to participant accounts on the settlement date. The shares may, at the election of the Company, be either treasury shares, shares authorized but unissued, or shares purchased on the open market. At the time of such allocation, each Participant shall immediately acquire full ownership of all full and fractional shares of Common Stock purchased. Unless otherwise requested by the Participant, all such shares so purchased shall be registered in the name of the Broker and will remain so registered until delivery is requested in accordance with Paragraph 9.5.
B-5
contrary, any provision of this Plan may be amended by the Board or the Committee as required to obtain necessary approvals of governmental agencies if such change does not materially alter the rights and interests of stockholders of the Company. If there are any changes in the capitalization of the Company, such as through mergers, consolidations, reorganizations, recapitalizations, stock splits or stock dividends, appropriate adjustments will be made by the Company in the number of shares of its Common stock subject to purchase under the Plan.
B-6
![(CKE LOGO)](https://capedge.com/proxy/DEF 14A/0001206774-05-000997/a001.gif)
6307 CARPINTERIA AVE., STE. A
CARPINTERIA, CA 93013-2901
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE THESE SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 27, 2005(June 23, 2005, if you hold shares through CKE’s Employee Stock Purchase Plan). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 27, 2005(June 23, 2005, if you hold shares through CKE’s Employee Stock Purchase Plan). Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to CKE Restaurants, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by 9:30 A.M. Pacific Time on June 28, 2005(June 21, 2005, if you hold shares through CKE’s Employee Stock Purchase Plan).
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | CKERS1 | KEEP THIS PORTION FOR YOUR RECORDS |
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CKE RESTAURANTS, INC.
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1. | ELECTION OF FOUR DIRECTORS: |
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| Nominees: (01) PETER CHURM, (02) DANIEL D. (RON) LANE, (03) ANDREW F. PUZDER, AND (04) JANET E. KERR. | ¡ | ¡ | ¡ |
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2. | ADOPTION OF THE 2005 OMNIBUS INCENTIVE COMPENSATION PLAN. | ¡ | ¡ | ¡ | ||||||||
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3. | AMENDMENT OF THE 1994 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE THEREUNDER. |
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4. | In their discretion, the Proxies are authorized to vote upon such other business as may properly come before such meeting or any and all postponements or adjournments thereof. | ¡ | ¡ | ¡ | ||||||||
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THE PERSONS NAMED ON THE PROXY CARD WILL VOTE“FOR” THE NOMINEES LISTED ABOVE, AND “FOR” PROPOSAL NUMBERS 2 AND 3. |
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Please sign exactly as the name appears above. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the President or other authorized officer. If a partnership, please sign in the partnership name by an authorized person. |
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Please indicate if you plan to attend this meeting | ¡ | ¡ |
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HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household | ¡ | ¡ |
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Signature [PLEASE SIGN WITHIN BOX] | Date |
| Signature (Joint Owners) | Date |
FOLD AND DETACH HERE.
PROXY
CKE RESTAURANTS, INC.
6307 Carpinteria Avenue, Suite A
Carpinteria, California 93013-2901
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF CKE RESTAURANTS, INC.
The undersigned hereby appoints Andrew F. Puzder and E. Michael Murphy, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and to vote, as provided on the other side, all the shares of CKE Restaurants, Inc. Common Stock held of record by the undersigned on May 3, 2005, at the Annual Meeting of Stockholders to be held on June 28, 2005, and any postponements or adjournments thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.