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SCHEDULE 14A INFORMATION
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The Boston Beer Company, Inc.
The Boston Beer Company, Inc.
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Annual Meeting of Stockholders to be Held on May 26, 2010
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Items 1 and 2. | ELECTION OF CLASS A AND CLASS B DIRECTORS |
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Year First | Position With the Company | |||||||||
Elected | or Principal Occupation | |||||||||
Name of Nominee | Age | a Director | During the Past Five Years | |||||||
David A. Burwick | 48 | 2005 | Mr. Burwick was most recently Senior Vice President and Chief Marketing Officer of PepsiCo — North American Beverages, headquartered in New York, a position he held from April 2008 until September 2009. Before assuming that position, he had been Executive Vice President, Commercial, of PepsiCo International and President of Pepsi-QTG Canada, headquartered in Toronto, from November 2005 to March 2008. Mr. Burwick has also held several positions with Pepsi-Cola North America, including serving as Senior Vice President and Chief Marketing Officer from June 2002 until immediately prior to his move to Pepsi-QTG Canada. Mr. Burwick has extensive experience in marketing consumer product goods and brand development. | |||||||
Pearson C. Cummin, III | 67 | 1995 | Mr. Cummin served as a general partner of Consumer Venture Partners, a Greenwich, Connecticut based venture capital firm, from January 1986 to December 2002. Mr. Cummin currently serves as a Director and as a member of the Audit Committee of Pacific Sunwear of California, Inc., a California-based specialty apparel retailer, and was formerly Chair of its Compensation Committee as well as a member of its Nominating/Governance Committee. Mr. Cummin also currently serves as the Vice Secretary/Treasurer of the American Diabetes Association. He is an experienced investor and a venture capitalist, with extensive experience in finance, public company corporate governance and executive compensation matters. | |||||||
Jean-Michel Valette | 49 | 2003 | Mr. Valette currently serves as an independent advisor to select branded consumer companies. He is Chairman of the Board and a member of the Audit and Nominating/Governance Committees of Peet’s Coffee & Tea, Inc., a California-based specialty coffee company. He also serves as a Director and as a member of the Audit Committee of Select Comfort Corporation, a Minneapolis-based bedding company. Until October 2006, he was also Chairman of Robert Mondavi Winery, a California wine company. Prior to assuming that position, he had served as President and Managing Director of Robert Mondavi Winery from October 2004 to January 2005. From May 2003 through May 2006, Mr. Valette served as a Class B Director of the Company. Mr. Valette has extensive experience in management, public company corporate governance, strategic planning and finance, as well as in the alcohol beverage industry. |
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Year First | Position With the Company | |||||||||
Elected | or Principal Occupation | |||||||||
Name of Nominee | Age | a Director | During the Past Five Years | |||||||
C. James Koch | 60 | 1995 | Mr. Koch founded the Company in 1984 and currently serves as the Chairman and Secretary/Clerk of the Company. Until January 2001, Mr. Koch also served as the Company’s Chief Executive Officer. He is a member of the Board of Directors of the Brewers Association, which represents craft brewers in the U.S. Prior to starting the Company, he had worked as a consultant for an international consulting firm, with a focus on manufacturing. His 25 years at the helm of the Company, during which it grew from a small start-up company to its current position, is a testament to his skill in brewing, strategy, brand development and industry leadership. | |||||||
Charles J. Koch | 87 | 1995 | Mr. Koch is the father of founder C. James Koch. In 1989, Mr. Koch retired as founder and co-owner of Chemicals, Inc., a distributor of brewing and industrial chemicals in southwestern Ohio, a business that he had established and managed for over 30 years. Prior to that, Mr. Koch had been a brewmaster for several years. He also holds a degree in brewing from the Siebel Institute of Technology. | |||||||
Jay Margolis | 61 | 2006 | Mr. Margolis is currently an independent investor. He serves as a Director of Burlington Coat Factory Warehouse Corporation, a privately-held company headquartered in Burlington, New Jersey, as well as a Director of Godiva Chocolatier Inc., a privately held, high-end specialty chocolate manufacturer and retailer, with its North American headquarters located in New York, NY. From October 2005 through July 2007, Mr. Margolis served as the President and CEO of the Apparel Group of Limited Brands located in Ohio. Before assuming that position, he had been President and Chief Operating Officer of Massachusetts-based Reebok, Inc. since 2001, where he also served as a Director. Prior to that he served on the boards and as an executive officer of other well-known clothing brands. Mr. Margolis has significant knowledge of retailing of consumer product goods, merchandising, consumer insights, strategic planning and public company corporate governance. |
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Year First | Position With the Company | |||||||||
Elected | or Principal Occupation | |||||||||
Name of Nominee | Age | a Director | During the Past Five Years | |||||||
Martin F. Roper | 47 | 1999 | Mr. Roper is the President and Chief Executive Officer of the Company, a position he had held since January 2001. Mr. Roper joined the Company as Vice President of Manufacturing and Business Development in September 1994, became the Chief Operating Officer in April 1997 and became President and Chief Operating Officer in December 1999. In November 2007, Mr. Roper joined the Board of Directors of Lumber Liquidators, Inc., a Virginia-based hardwood flooring retailer and is Chair of its Compensation Committee and a member of its Audit Committee. Mr. Roper holds a masters degree in manufacturing, as well as an advanced degree in business management. Prior to joining the Company, he worked as a strategy consultant and led small manufacturing companies in turn-around situations. His experience, both prior to and since joining the Company, provides strength in operations, strategy, finance, public company corporate governance and general management. | |||||||
Gregg A. Tanner | 53 | 2007 | Mr. Tanner is currently Executive Vice President and Chief Supply Chain Officer of Dean Foods Company of Dallas, TX, a position he has held since November 2007. From July 2006 through October 2007, Mr. Tanner was Senior Vice President of Global Operations for The Hershey Company of Hershey, PA. He was with ConAgra Foods of Omaha, NE from September 2001 through July 2005, holding the position of Senior Vice President, Retail Supply Chain from June 2002 through July 2005. Prior to that, Mr. Tanner held positions of increasing responsibility at the Quaker Oats Company and Ralston Purina Company. Mr. Tanner has over 30 years of operations and supply chain management experience in the food and beverage industry. |
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DURING FISCAL YEAR ENDED DECEMBER 26, 2009(1)
Fees Earned & | Option | All Other | ||||||||||||||
Name | Paid in Cash($) | Awards($)(2) | Compensation($) | Total($) | ||||||||||||
David A. Burwick | $ | 27,000 | $ | 47,505 | (3) | $ | 0 | $ | 74,505 | |||||||
Pearson C. Cummin, III | $ | 38,750 | $ | 47,505 | (3) | $ | 0 | $ | 86,255 | |||||||
Charles J. Koch | $ | 14,500 | $ | 47,505 | (3) | $ | 0 | $ | 62,005 | |||||||
Jay Margolis | $ | 28,000 | $ | 47,505 | (3) | $ | 0 | $ | 75,505 | |||||||
Gregg A. Tanner | $ | 33,250 | $ | 47,505 | (3) | $ | 0 | $ | 80,755 | |||||||
Jean-Michel Valette | $ | 37,250 | $ | 47,505 | (3) | $ | 0 | $ | 84,755 |
(1) | None of the directors received any non-equity incentive plan compensation or deferred compensation. As of December 26, 2009, the aggregate number of stock options held by directors who are not named executive officers is shown below: |
Name | Number of Options | |||
David A. Burwick | 31,000 | |||
Pearson C. Cummin, III | 55,000 | |||
Charles J. Koch | 50,000 | |||
Jay Margolis | 26,000 | |||
Gregg A. Tanner | 18,000 | |||
Jean-Michel Valette | 40,000 |
(2) | Reflects the dollar amount of the aggregate grant date fair value of awards granted during the fiscal year ended December 26, 2009 as computed in accordance with Accounting Standards Codification 718,Compensation-Stock Compensation(“ASC 718”). The methods and assumptions used in valuing the stock option awards in accordance with ASC 718 are described in Notes B and M to the Company’s audited financial statements for the |
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fiscal year ended December 26, 2009 included in the Company’s Annual Report onForm 10-K filed with the SEC on March 9, 2010. | ||
(3) | Each Director was granted an option to purchase 5,000 shares of the Company’s Class A Common Stock on June 2, 2009, under the Company’s Non-Employee Director Stock Option Plan at an exercise price of $29.33, the average of the high and low price of such stock on the date of grant. All options are fully vested as of the date of grant. |
One Design Center Place, Suite 850
Boston, MA 02210
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• | each person (or group of affiliated persons) known by the Company to be the beneficial owner(s) of more than five percent (5%) of the outstanding Class A Common Stock; | |
• | each current director of the Company, director nominees and the executive officers of the Company named in the Summary Compensation Table on page 19 (“named executive officers”); and | |
• | all current directors and executive officers of the Company as a group. |
Shares Beneficially Owned | ||||||||
Name of Beneficial Owner | Number | Percent | ||||||
C. James Koch(1)(2) | 4,518,891 | 32.1 | % | |||||
Martin F. Roper(1)(3) | 314,030 | * | ||||||
David A. Burwick(1)(4) | 31,200 | * | ||||||
Pearson C. Cummin, III(1)(5) | 81,216 | * | ||||||
Charles J. Koch(1)(6) | 66,000 | * | ||||||
Jay Margolis(1)(7) | 31,000 | * | ||||||
Gregg A. Tanner(1)(8) | 18,000 | * | ||||||
Jean-Michel Valette(1)(9) | 57,500 | * | ||||||
William F. Urich(1)(10) | 181,819 | * | ||||||
Robert H. Hall(1)(11) | 22,300 | * | ||||||
Thomas W. Lance(1)(12) | 40,469 | * | ||||||
John C. Geist(1)(13) | 14,565 | * | ||||||
Black Rock, Inc.(14) | 738,166 | 7.3 | % | |||||
40 E. 52nd Street New York, NY 10022 | ||||||||
Neuberger Berman Inc.(14) | 1,227,128 | 12.1 | % | |||||
Neuberger Berman, LLC | ||||||||
Neuberger Berman Management, LLC | ||||||||
Neuberger Berman Equity Funds | ||||||||
605 Third Avenue, New York, NY 10158 | ||||||||
All Directors, Nominees for Director and Executive Officers as a group (12 people) | 5,391,680 | 36.3 | % |
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* | Represents holdings of less than one percent (1%). | |
(1) | The mailing address for all Directors, nominees and named executive officers isc/o The Boston Beer Company, Inc., One Design Center Place, Suite 850, Boston, MA 02210. | |
(2) | Includes 4,107,355 shares of Class B Common Stock, constituting all of the outstanding shares of Class B Common Stock, options to acquire 19,200 shares of Class A Common Stock exercisable currently or within sixty (60) days, and 3,656 shares of Class A Common Stock held by Mr. Koch’s spouse as custodian for the benefit of his children for which she has sole voting and investment power. | |
(3) | Includes options to acquire 313,000 shares of Class A Common Stock exercisable currently or probable to become exercisable within sixty (60) days. | |
(4) | Includes options to acquire 31,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(5) | Includes options to acquire 55,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(6) | Includes options to acquire 45,000 shares of Class A Common Stock exercisable currently or within sixty (60) days and 1,000 shares held in trust in which Mr. Koch has a beneficial interest. Does not include 3,000 shares held in trust as to which Mr. Koch disclaims any beneficial ownership. | |
(7) | Includes options to acquire 26,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(8) | Consists of options to acquire 18,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(9) | Includes options to acquire 40,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(10) | Includes options to acquire 178,700 shares of Class A Common Stock exercisable currently or within sixty (60) days and 2,189 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(11) | Consists of options to acquire 22,300 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(12) | Includes options to acquire 20,000 shares of Class A Common Stock exercisable currently or within sixty (60) days, 4,000 restricted shares of Class A Common Stock which are not yet vested and 469 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(13) | Consists of options to acquire 12,000 shares of Class A Common Stock exercisable currently or within sixty (60) days and 2,565 shares of Class A Commons Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(14) | Information has been derived from Schedule 13G for the year ended December 31, 2009 filed with the SEC. |
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David A. Burwick, Chair
Pearson C. Cummin, III
Jay Margolis
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FOR FISCAL YEAR ENDED DECEMBER 26, 2009
All Other | ||||||||||||||||||||||||||||
Name and | Salary | Bonus | Stock | Option | Compensation | |||||||||||||||||||||||
Principal Position | Year | ($)(1) | ($)(1) | Awards ($)(2) | Awards ($)(2) | ($)(3) | Total ($) | |||||||||||||||||||||
Martin F. Roper | 2009 | $ | 666,750 | $ | 373,380 | — | — | $ | 9,173 | $ | 1,049,303 | |||||||||||||||||
President & Chief | 2008 | $ | 666,750 | $ | 399,977 | — | $ | 6,341,503 | $ | 7,688 | $ | 7,415,918 | ||||||||||||||||
Executive Officer | 2007 | $ | 635,000 | $ | 584,200 | — | $ | 3,490,272 | $ | 7,538 | $ | 4,717,010 | ||||||||||||||||
William F. Urich | 2009 | $ | 362,000 | $ | 130,320 | — | $ | 265,275 | (4) | $ | 9,173 | $ | 766,768 | |||||||||||||||
Treasurer & Chief | 2008 | $ | 352,000 | $ | 144,320 | — | $ | 330,305 | (4) | $ | 7,688 | $ | 834,313 | |||||||||||||||
Financial Officer | 2007 | $ | 334,000 | $ | 148,630 | — | $ | 116,401 | (4) | $ | 7,538 | $ | 606,569 | |||||||||||||||
C. James Koch | 2009 | $ | 273,000 | $ | 136,500 | — | $ | 127,332 | (4) | $ | 7,193 | $ | 544,025 | |||||||||||||||
Chairman | 2008 | $ | 273,000 | $ | 136,475 | — | $ | 172,333 | (4) | $ | 7,688 | $ | 589,496 | |||||||||||||||
2007 | $ | 260,000 | $ | 195,000 | — | $ | 155,201 | (4) | $ | 7,538 | $ | 617,739 | ||||||||||||||||
Robert H. Hall | 2009 | $ | 378,000 | $ | 103,950 | — | $ | 159,165 | (4) | $ | 9,173 | $ | 650,288 | |||||||||||||||
Vice President of | 2008 | $ | 370,000 | $ | 124,875 | — | $ | 215,416 | (4) | $ | 7,688 | $ | 717,979 | |||||||||||||||
Brand Development | 2007 | $ | 355,000 | $ | 142,000 | — | $ | 181,068 | (4) | $ | 7,538 | $ | 685,606 | |||||||||||||||
Thomas W. Lance | 2009 | $ | 320,000 | $ | 103,680 | — | $ | 425,790 | (4) | $ | 9,173 | $ | 858,643 | |||||||||||||||
Vice President of | 2008 | $ | 312,000 | $ | 129,948 | — | — | $ | 7,688 | $ | 449,636 | |||||||||||||||||
Operations | 2007 | $ | 282,692 | $ | 127,211 | $ | 347,000 | $ | 1,046,616 | (4) | $ | 4,250 | $ | 1,807,769 | ||||||||||||||
John C. Geist | 2009 | $ | 300,000 | $ | 73,500 | — | $ | 265,275 | (4) | $ | 9,173 | $ | 647,948 | |||||||||||||||
Vice President of Sales | 2008 | $ | 290,000 | $ | 120,350 | — | $ | 330,305 | (4) | $ | 7,688 | $ | 748,343 |
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(1) | Included in this column are amounts earned, though not necessarily received, during the corresponding fiscal year. | |
(2) | Reflects the dollar amount of the aggregate grant date fair value of awards granted during each fiscal year as computed in accordance with Accounting Standards Codification 718,Compensation-Stock Compensation(“ASC 718”). The methods and assumptions used in valuing the stock option awards in accordance with ASC 718 are described in Notes B and M to the Company’s audited financial statements for the fiscal year ended December 26, 2009 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 9, 2010. | |
(3) | Includes annual group life insurance premium and Company matching contributions under the Company’s 401(k) plan paid in the respective year. | |
(4) | Grant contains performance-based vesting conditions; as such, the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. As the Company could not determine the probability of the achievement of any of the performance conditions on the grant date, the amounts reported are based upon the highest level of performance conditions that could be achieved. |
IN FISCAL YEAR ENDED DECEMBER 26, 2009
Estimated Future Payouts Under | Grant Date | |||||||||||||||||||||||||||||||||||
Equity Incentive Plan Awards | Exercise or Base | Closing Price | Fair Value | |||||||||||||||||||||||||||||||||
Grant | Approval | Threshold | Target | Maximum | All Other Stock | Price of Option | on Date of | of Option | ||||||||||||||||||||||||||||
Name and Principal Position | Date | Date | (#) | (#) | (#) | Awards (#) | Awards ($/sh) | Grant ($/sh) | Awards | |||||||||||||||||||||||||||
Martin F. Roper | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
President & Chief Executive Officer | ||||||||||||||||||||||||||||||||||||
William F. Urich | 1/1/09 | (1) | 12/9/08 | (2) | 12,500 | 25,000 | 25,000 | — | $ | 28.40 | (2) | $ | 28.40 | $ | 265,275 | |||||||||||||||||||||
Treasurer & Chief Financial Officer | ||||||||||||||||||||||||||||||||||||
C. James Koch | 1/1/09 | (1) | 12/9/08 | (2) | 6,000 | 12,000 | 12,000 | — | $ | 28.40 | (2) | $ | 28.40 | $ | 127,332 | |||||||||||||||||||||
Chairman | ||||||||||||||||||||||||||||||||||||
Robert H. Hall | 1/1/09 | (1) | 12/9/08 | (2) | 7,500 | 15,000 | 15,000 | — | $ | 28.40 | (2) | $ | 28.40 | $ | 159,165 | |||||||||||||||||||||
Vice President of Brand Development | ||||||||||||||||||||||||||||||||||||
Thomas W. Lance | 3/13/09 | (3) | 2/24/09 | (4) | 30,000 | (3) | 60,000 | (3) | 60,000 | (3) | — | $ | 18.51 | (4) | $ | 19.02 | $ | 425,790 | ||||||||||||||||||
Vice President of Operations | ||||||||||||||||||||||||||||||||||||
John C. Geist | 1/1/09 | (1) | 12/9/08 | (2) | 12,500 | 25,000 | 25,000 | — | $ | 28.40 | (2) | $ | 28.40 | $ | 265,275 | |||||||||||||||||||||
Vice President of Sales |
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(1) | Each option vests at 20% per year provided certain criteria are met. The vesting of each option is contingent on the Company achieving certain performance criteria; that is, the number of shares as to which the option shall become exercisable in any year is dependent upon the Company’s performance as measured against a benchmark determined by the Company’s Board of Directors. If the threshold is reached or exceeded, but the target is not met, 50% of the number of shares would be eligible to vest in accordance with the vesting schedule. If the target is reached or exceeded, 100% of the number of shares shall be eligible to vest in accordance with the vesting schedule. In February 2010, the Compensation Committee determined that neither the threshold nor the target had been reached and, hence, all of the shares have lapsed. | |
(2) | At the December 9, 2008 meeting of the Board of Directors, upon the recommendation of the Compensation Committee, the Board of Directors granted the options effective as of January 1, 2009, with an exercise price equal to the closing price of the Company’s stock on the New York Stock Exchange on the last trading day immediately prior to the effective date of the option grant. | |
(3) | The number of Shares as to which the Optionee may have the right to exercise the Option is contingent on the Company achieving certain criteria that will be completed and in effect by the commencement of the Company’s 2011 fiscal year calculated on an annual basis. The determination of the achievement of the vesting criteria shall be made by the Compensation Committee of the Company’s Board of Directors on or before March 1, 2011 based on the information available to the Committee at the time. The Option shall lapse as to any Shares initially subject to the Option, but as to which the Compensation Committee determines that the required criteria were not achieved. So long as the Optionee continues to be employed by the Company or an affiliate of the Company as of each indicated date, the Option shall become incrementally exercisable as to 331/3% of Shares determined to be eligible to vest on March 1 in each of the years 2011, 2012 and 2013. | |
(4) | At the February 24, 2009 meeting of the Board of Directors, upon the recommendation of the Compensation Committee, the Board of Directors granted the option effective as of March 13, 2009, with an exercise price equal to the closing price of the Company’s stock on the New York Stock Exchange on the last trading day immediately prior to the effective date of the option grant. |
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TO EXECUTIVE OFFICERS AT DECEMBER 26, 2009
Option Awards | Stock Awards | |||||||||||||||||||||||||||
No. of | No. of | No. of | Market | |||||||||||||||||||||||||
Securities | Securities | Securities | No. of | Value of | ||||||||||||||||||||||||
Underlying | Underlying | Underlying | Shares of | Shares | ||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | Stock That | that Have | ||||||||||||||||||||||
Options | Options | Options | Exercise | Expiration | Have Not | Not | ||||||||||||||||||||||
Name and Principal Position | Exercisable | Unexercisable | Unearned | Price ($) | Date | Vested | Vested ($) | |||||||||||||||||||||
Martin F. Roper | 4,000 | (1) | — | — | $ | 18.465 | 1/1/2014 | — | — | |||||||||||||||||||
President & Chief | 9,000 | (2) | — | 3,000 | (2) | $ | 21.140 | 1/1/2015 | ||||||||||||||||||||
Executive Officer | 180,000 | (3) | — | 120,000 | (3) | $ | 22.425 | 6/28/2015 | ||||||||||||||||||||
— | — | 180,000 | (4) | $ | 43.550 | 8/11/2017 | ||||||||||||||||||||||
— | — | 753,864 | (5) | $ | 37.650 | 12/31/2018 | ||||||||||||||||||||||
William F. Urich | 109,300 | (6) | — | — | $ | 15.835 | 9/8/2013 | — | — | |||||||||||||||||||
Treasurer & Chief | 50,000 | (6) | — | — | $ | 18.000 | 9/8/2013 | |||||||||||||||||||||
Financial Officer | 6,000 | (7) | — | 2,000 | (7) | $ | 21.140 | 1/1/2015 | ||||||||||||||||||||
6,000 | (8) | 4,000 | (8) | — | $ | 24.950 | 1/1/2016 | |||||||||||||||||||||
3,600 | (9) | 5,400 | (9) | — | $ | 35.980 | 1/1/2017 | |||||||||||||||||||||
— | — | 25,000 | (10) | $ | 28.400 | 1/1/2019 | ||||||||||||||||||||||
C. James Koch | 9,000 | (11) | 6,000 | (11) | — | $ | 26.070 | 1/1/2016 | — | — | ||||||||||||||||||
Chairman | 4,800 | (9) | 7,200 | (9) | — | $ | 35.980 | 1/1/2017 | ||||||||||||||||||||
— | — | 12,000 | (10) | $ | 28.400 | 1/1/2019 | ||||||||||||||||||||||
Robert H. Hall | 36,000 | (12) | — | — | $ | 8.625 | 6/12/2010 | |||||||||||||||||||||
Vice President of | 2,700 | (1) | — | — | $ | 18.465 | 1/1/2014 | — | — | |||||||||||||||||||
Brand Development | 4,000 | (7) | — | 2,000 | (7) | $ | 21.140 | 1/1/2015 | ||||||||||||||||||||
3,600 | (8) | 7,200 | (8) | — | $ | 24.950 | 1/1/2016 | |||||||||||||||||||||
5,600 | (9) | 8,400 | (9) | — | $ | 35.980 | 1/1/2017 | |||||||||||||||||||||
— | — | 15,000 | (10) | $ | 28.400 | 1/1/2019 | ||||||||||||||||||||||
Thomas W. Lance | 10,000 | (13) | 30,000 | (13) | — | $ | 34.700 | 1/22/2017 | 6,000 | (14) | $ | 214,080 | ||||||||||||||||
Vice President of | — | — | 60,000 | (15) | $ | 18.510 | 3/13/2019 | |||||||||||||||||||||
Operations | ||||||||||||||||||||||||||||
John C. Geist | — | 1,000 | (16) | — | $ | 21.140 | 1/1/2015 | |||||||||||||||||||||
Vice President of | — | — | 2,000 | (7) | $ | 21.140 | 1/1/2015 | |||||||||||||||||||||
Sales | 4,000 | (8) | 8,000 | (8) | — | $ | 24.950 | 1/1/2016 | ||||||||||||||||||||
8,000 | (9) | 12,000 | (9) | — | $ | 35.980 | 1/1/2017 | |||||||||||||||||||||
— | — | 25,000 | (10) | $ | 28.400 | 1/1/2019 |
(1) | Option granted 1/1/04 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(2) | Option granted 1/1/05 and provides that 3,000 shares vested on 5/31/07, 5/31/08 and 5/31/09 due to certain performance criteria being met. Does not include 3,000 shares which lapsed as of 3/1/06 as a result of performance criteria not having been met. In February 2010 it was determined that 3,000 shares which were due to vest on 5/31/10 will lapse as performance criteria were not met. | |
(3) | Option granted 6/28/05 and 180,000 shares vested on 5/1/08 due to certain performance criteria being met and 120,000 shares will vest on 5/1/10 if certain performance criteria are met. While final determination as to whether the performance criteria were met has not been made, in March 2010 it was determined that vesting was probable and that the compensation expense should be recognized. | |
(4) | Option granted 8/13/07 and provides that 180,000 shares will vest on 8/13/2013 contingent on Mr. Roper’s continued employment with the Company. | |
(5) | Option granted 1/1/08 and provides that shares vest at the rate of 20% on January 1 in each of the years 2014 through 2018, contingent on Mr. Roper’s continued employment with the Company. The exercise price is |
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determined by multiplying $42.00 by the aggregate change in the DJ Wilshire 5000 Index from and after January 1, 2008 through the close of business on the trading date next preceding each date on which the option is exercised. The exercise price will not be less than $37.65 per share and the excess of the fair value of the Company’s Class A Common Stock cannot exceed $70 per share over the exercise price. | ||
(6) | Options granted 9/8/03 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(7) | Option granted on 1/1/05 and 2,000 shares vested on 5/31/07, 5/31/08 and 5/31/09 due to certain performance criteria being met. Does not include 2,000 shares which lapsed as of 3/1/06 as a result of performance criteria not having been met. In February 2010 it was determined that 2,000 shares which were due to vest on 5/31/10 will lapse as performance criteria were not met. | |
(8) | Option granted 1/1/06 and shares will vest at the rate of 20% per year due to certain performance criteria being met as of 3/1/07. | |
(9) | Option granted 1/1/07 and shares will vest at the rate of 20% per year due to certain performance criteria being met as of 3/1/08. | |
(10) | Option granted 1/1/2009 and the shares were to have vested at the rate of 20% per year if certain performance criteria were met as of 3/1/10. In February 2010 it was determined the option will lapse as performance criteria were not met. | |
(11) | Option granted 2/16/06 and shares will vest at the rate of 20% per year due to certain performance criteria being met as of 3/1/07. | |
(12) | Options granted on 6/12/00 and shares vested at a rate of 20% per year commencing one year after date of grant. | |
(13) | Option granted 1/29/07 and provides that shares will vest at the rate of 25% per year if certain performance criteria were met as of 1/22/09, with the first vesting date being 3/1/09. In February 2009 it was determined that 50% of the shares will vest and the remaining shares will lapse as certain performance criteria were not met. | |
(14) | Restricted Stock awarded 1/29/07 and shares vest at a rate of 20% per year commencing 1/22/08. | |
(15) | Option granted 3/13/09 and provides that shares vest at the rate of 331/3% on March 1 in each of the years 2011, 2012 and 2013, contingent on certain performance criteria being met and Mr. Lance’s continued employment with the Company. | |
(16) | Option granted 1/1/05 and shares vest at the rate of 20% per year commencing one year after the date of grant. |
DURING FISCAL YEAR ENDED DECEMBER 26, 2009
No. of Shares | ||||||||
Acquired on | Value Realized on | |||||||
Name | Exercise (#) | Exercise ($) | ||||||
Martin F. Roper | 163,263 | $ | 4,336,468 | |||||
William F. Urich | — | — | ||||||
C. James Koch | — | — | ||||||
Robert H. Hall | — | — | ||||||
Thomas W. Lance | — | — | ||||||
John C. Geist | 7,700 | $ | 151,463 |
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• | Audit Fees. The Company estimates that it will pay audit fees to Ernst & Young in the amount of $450,600 for its audit of the Company’s 2009 annual financial statements and for quarterly reviews during the fiscal year ended December 26, 2009. Fees for the audit of the Company’s 2008 annual financial statements and quarterly reviews during the fiscal year ended December 27, 2008 totaled $548,000. These amounts include fees for the review and certification of the Company’s compliance with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002. | |
• | Audit-Related Fees. The Company paid Ernst & Young $14,000 for audit-related services in 2009 and $16,600 for audit-related services in 2008. | |
• | Tax Fees. The Company paid Ernst & Young $540,505 for tax compliance and tax consulting services in 2009 and $253,585 for such services in 2008. | |
• | Other Fees. The Company paid no other fees to Ernst & Young during the 2009 and 2008 fiscal years. |
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INTERNET | ||||||||
http://www.proxyvoting.com/sam | ||||||||
THE BOSTON BEER COMPANY, INC. | Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. | |||||||
OR | ||||||||
TELEPHONE | ||||||||
1-866-540-5760 | ||||||||
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. | ||||||||
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. | ||||||||
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. | ||||||||
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WO# 71187 | Fulfillment# 71201 |
Please mark your votes as | x | |||
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1. ELECTION OF CLASS A DIRECTORS | o | o | o | PLANNING TO ATTEND? Please help our planning efforts by letting us know if you expect to attend the Annual Meeting. Please call 800-372-1131 ext. 5050. | ||||||||||||||||
Nominees: | ||||||||||||||||||||
01 David A. Burwick | ||||||||||||||||||||
02 Pearson C. Cummin, III | YES | |||||||||||||||||||
03 Jean-Michel Valette | ||||||||||||||||||||
and check the box to the right | o | |||||||||||||||||||
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*Exceptions |
Mark Here for | o | |||
Address Change | ||||
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CLASS A COMMON STOCK
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