Table of Contents
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by the Registrant x | Filed by a Party other than the Registrant o |
Check the appropriate box:
o | Preliminary Proxy Statement |
x | Definitive Proxy Statement |
o | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
The Boston Beer Company, Inc.
The Boston Beer Company, Inc.
Payment of Filing Fee (Check the appropriate box):
x | 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:
Table of Contents
Table of Contents
Items 1 and 2. | ELECTION OF CLASS A AND CLASS B DIRECTORS |
Table of Contents
Year First | Position With the Company | |||||||||
Elected a | or Principal Occupation | |||||||||
Name of Nominee | Age | Director | During the Past Five Years | |||||||
David A. Burwick | 45 | 2005 | Mr. Burwick is the President of Pepsi-QTG Canada. Prior to assuming that position in November 2005, he served as Senior Vice President and Chief Marketing Officer of PepsiCo North America, a position he held since June 2002. Prior to that, Mr. Burwick held several positions with PepsiCo North America, most recently Vice President of Marketing, Carbonated Soft Drinks, a position he held from June 2000 to June 2002. | |||||||
Pearson C. Cummin, III | 64 | 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 also serves as a Director, Chairman of the Compensation Committee and a member of the Nominating/Governance Committee of Pacific Sunwear of California, Inc., a California-based specialty apparel retailer. | |||||||
Jean-Michel Valette | 46 | 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 and Tea Inc., a California-based specialty coffee company, and serves as a Director and Chairman of the Audit Committee and a member of the Finance Committee of Select Comfort Corporation, a Minneapolis-based bed retailer. From January 2005 until October 2006, he was also Chairman of Robert Mondavi Winery, a California wine company, after having served as its President and Managing Director from October 2004 to January 2005. Mr. Valette had been a Class B Director of the Company from May 2003 through May 2006. |
2
Table of Contents
Year First | Position With the Company | |||||||||
Elected a | or Principal Occupation | |||||||||
Name of Nominee | Age | Director | During the Past Five Years | |||||||
C. James Koch | 57 | 1995 | Mr. Koch founded the Company in 1984 and currently serves as the Chairman and Clerk of the Company. Until January 2001, Mr. Koch also served as the Company’s Chief Executive Officer. | |||||||
Charles J. Koch | 84 | 1995 | Mr. Koch, a former brewmaster, 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. | |||||||
Jay Margolis | 58 | 2006 | Mr. Margolis is the CEO/President of the Apparel Group of Limited Brands. Before joining the Limited Group in 2005, he had been President and Chief Operating Officer of Reebok, Inc. since 2001, where he also served as a Director. | |||||||
Martin F. Roper | 44 | 1999 | Mr. Roper is the President and Chief Executive Officer of the Company. Prior to assuming that position in January 2001, he served as the President and Chief Operating Officer of the Company since December 1999. Mr. Roper joined the Company as Vice President of Manufacturing and Business Development in September 1994 and became the Chief Operating Officer in April 1997. |
3
Table of Contents
4
Table of Contents
DURING FISCAL YEAR ENDED DECEMBER 30, 2006(1)
Fees Earned & | Option | All Other | ||||||||||||||
Name | Paid in Cash($) | Awards($)(2) | Compensation($) | Total($) | ||||||||||||
David A. Burwick | $ | 30,000 | $ | 35,115 | (3) | $ | 0 | $ | 65,115 | |||||||
Pearson C. Cummin, III | $ | 39,450 | $ | 35,115 | (3) | $ | 0 | $ | 74,565 | |||||||
Robert N. Hiatt | $ | 7,700 | $ | 0 | (4) | $ | 0 | $ | 7,700 | (4) | ||||||
Charles J. Koch | $ | 12,500 | $ | 35,115 | (3) | $ | 0 | $ | 47,615 | |||||||
$ | 41,503 | (5) | ||||||||||||||
Jay Margolis | $ | 33,250 | $ | 35,115 | (3) | $ | 0 | $ | 109,868 | |||||||
Jean-Michel Valette | $ | 37,400 | $ | 35,115 | (3) | $ | 0 | $ | 72,515 |
5
Table of Contents
(1) | None of the directors received any non-equity incentive plan compensation or deferred compensation. | |
(2) | Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 30, 2006, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment, of awards pursuant to the Company’s 1996 Non-Employee Director Stock Option Plan and may include amounts from awards granted both in and prior to 2006. Assumptions used in the calculation of these amounts are included in Notes B and J to the Company’s audited financial statements for the fiscal year ended December 30, 2006 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 15, 2007. As required, the amounts shown exclude the impact of any estimated forfeitures related to service-based vesting conditions. The actual amount realized by the director will likely vary based on a number of factors, including the Company’s performance, stock price fluctuations and applicable vesting. The assumptions used in valuing the stock option grants to each of the respective named directors in accordance with SFAS No. 123R are discussed in Footnote J to the Company’s consolidated financial statements in the Annual Report onForm 10-K. | |
(3) | Each director was granted an option for 5,000 shares of the Company’s Class A Common Stock on May 23, 2006 under the Company’s Non-Employee Director Stock Option Plan at an exercise price of $26.425, 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. | |
(4) | Mr. Hiatt retired from the Board of Directors upon the conclusion of his term on May 23, 2006. | |
(5) | Mr. Margolis was granted two options to purchase the Company’s Class A Common Stock on January 13, 2006 upon his election as a director of the Company. Both options have an exercise price of $26.33, the average of the high and low price of the stock on the date of grant, and are fully-vested as of the date of grant. One option was for 1,000 shares, representing the pro-rata share of the annual grant made to directors upon their election to as a director, and the second option was for 5,000 shares, as a one-time grant upon his initial election to the Board of Directors. |
The Boston Beer Company, Inc.
One Design Center Place, Suite 850
Boston, MA 02210
6
Table of Contents
• | 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, nominees and the executive officers of the Company named below in the Summary Compensation Table on page 15; and | |
• | all current directors and executive officers of the Company directors as a group. |
Shares Beneficially Owned(1) | ||||||||
Name of Beneficial Owner | (i) Number | Percent | ||||||
C. James Koch(1)(2) | 4,528,378 | 31.6 | % | |||||
Martin F. Roper(1)(3) | 373,579 | * | ||||||
William F. Urich(1)(4) | 104,694 | * | ||||||
Jeffrey D. White(1)(5) | 12,200 | * | ||||||
Robert H. Hall(1)(6) | 65,700 | * | ||||||
David A. Burwick(1)(7) | 16,200 | * | ||||||
Pearson C. Cummin, III(1)(8) | 71,423 | * | ||||||
Charles J. Koch(1)(9) | 50,000 | * | ||||||
Jay Margolis(1)(10) | 11,000 | * | ||||||
Jean-Michel Valette(1)(11) | 50,500 | * | ||||||
Barclays Global Investors, NA(12) | ||||||||
Barclays Global Fund Advisors | ||||||||
45 Fremont Street, San Francisco, CA 94105 | 1,103,593 | 10.8 | % | |||||
FMR Corp.(12) | ||||||||
82 Devonshire Street, Boston, MA 02109 | 508,600 | 5.0 | % | |||||
James H. Simons and Renaissance Technologies Corp.(12) | ||||||||
800 Third Avenue, New York, NY 10022 | 744,800 | 7.3 | % | |||||
All Directors, Nominees for Director and Executive Officers as a group(11 people) | 5,283,674 | 35.2 | % |
7
Table of Contents
* | Represents holdings of less than one percent (1%). | |
(1) | The mailing address for all directors, nominees and named executive officers is c/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 11,000 shares of Class A Common Stock exercisable currently or within sixty (60) days and 2,788 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. Also includes 23,486 shares of Class A Common Stock held by Mr. Koch as custodian for the benefit of his children for which he has sole voting and investment power, but to which Mr. Koch disclaims any beneficial ownership 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, but to which Mr. Koch disclaims any beneficial ownership. Does not include 29,080 shares of Class A Common Stock held by a limited liability company in which Mr. Koch’s children have a pecuniary interest, as to which Mr. Koch disclaims any beneficial ownership. | |
(3) | Includes options to acquire 353,783 shares of Class A Common Stock exercisable currently or within sixty (60) days and 8,895 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(4) | Consists of options to acquire 104,000 shares of Class A Common Stock exercisable currently or within sixty (60) days and 694 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(5) | Includes of options to acquire 11,500 shares of Class A Common Stock exercisable currently or within sixty (60) days and 560 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(6) | Consists of options to acquire 65,700 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(7) | Includes options to acquire 16,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(8) | Includes options to acquire 47,500 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(9) | Includes options to acquire 45,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. Does not include 1,000 shares of Class A Common Stock owned by Mr. Koch’s spouse nor 1,000 shares held in trust in which Mr. Koch disclaims any beneficial ownership. | |
(10) | Consists of options to acquire 11,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(11) | Includes options to acquire 25,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(12) | Information has been derived from Schedule 13G for the year ended December 31, 2006 filed with the SEC. |
REPORT OF THE COMPENSATION COMMITTEE(1)
8
Table of Contents
9
Table of Contents
10
Table of Contents
11
Table of Contents
12
Table of Contents
13
Table of Contents
David A. Burwick, Chair
Pearson C. Cummin, III
Jay Margolis
14
Table of Contents
FOR FISCAL YEAR ENDED DECEMBER 30, 2006
Option | All Other | |||||||||||||||||||||||
Name and Principal Position | Year | Salary($)(1) | Bonus($)(1) | Awards($)(2) | Compensation($)(7) | Total($) | ||||||||||||||||||
Martin F. Roper | 2006 | $ | 606,700 | $ | 798,600 | $ | 1,018,743 | (3) | $ | 7,388 | $ | 2,431,431 | ||||||||||||
President & Chief Executive Officer | ||||||||||||||||||||||||
William F. Urich | 2006 | $ | 318,000 | $ | 150,000 | $ | 279,477 | (4) | $ | 7,388 | $ | 754,865 | ||||||||||||
Chief Financial Officer & Treasurer | ||||||||||||||||||||||||
C. James Koch | 2006 | $ | 250,000 | $ | 250,000 | $ | 64,899 | $ | 7,388 | $ | 572,287 | |||||||||||||
Chairman | ||||||||||||||||||||||||
Jeffrey D. White | 2006 | $ | 263,884 | $ | 49,000 | $ | 146,691 | (5) | $ | 7,388 | (8) | $ | 466,963 | |||||||||||
Chief Operating Officer | ||||||||||||||||||||||||
Robert H. Hall | 2006 | $ | 341,000 | $ | 150,000 | $ | 121,603 | (6) | $ | 7,388 | $ | 619,991 | ||||||||||||
Vice President of Brand Development |
(1) | Included in this column are amounts earned, though not necessarily received, during the corresponding fiscal year. | |
(2) | Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 30, 2006, in accordance with SFAS No. 123R, of awards pursuant to the Company’s Employee Equity Incentive Plan and may include amounts from awards granted both in and prior to 2006. Assumptions used in the calculation of these amounts are included in Notes B and J to the Company’s audited financial statements for the fiscal year ended December 30, 2006 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 15, 2007. As required, the amounts shown exclude the impact of any estimated forfeitures related to service-based vesting conditions. The actual amount realized by the officer will likely vary based on a number of factors, including the Company’s performance, stock price fluctuations and applicable vesting. The assumptions used in valuing the stock option awards to each of the respective named executive officers in accordance with SFAS No. 123R are discussed in Footnote J to the Company’s consolidated financial statements in the Annual Report onForm 10-K. | |
(3) | Excludes dollar value of $27,488 for shares that were eligible to vest on March 1, 2006 under a contingent vesting option granted on January 1, 2005 but lapsed as performance criteria were not met. | |
(4) | Excludes dollar value of $18,325 for shares that were eligible to vest on March 1, 2006 under a contingent vesting option granted on January 1, 2005 but lapsed as performance criteria were not met. |
15
Table of Contents
(5) | Excludes dollar value of $24,739 for shares that were eligible to vest on March 1, 2006 under a contingent vesting option granted on January 1, 2005 but lapsed as performance criteria were not met. | |
(6) | Excludes dollar value of $18,325 for shares that were eligible to vest on March 1, 2006 under a contingent vesting option granted on January 1, 2005 but lapsed as performance criteria were not met. | |
(7) | Includes annual group life insurance premium of $288 and Company matching contributions under the Company’s 401(k) plan of $7,100 paid in 2006 for each individual. | |
(8) | In February 2007, Mr. White and the Company entered into an agreement relating to Mr. White’s termination of employment by the Company in which the Company will pay or accrue in 2007 up to $307,786, which amount is not included in the above table. |
IN FISCAL YEAR ENDED DECEMBER 30, 2006
Estimated Future Payouts Under | Grant Date | |||||||||||||||||||||||||||||||
Equity Incentive Plan Awards(3) | Exercise Price | Closing Price | Fair Value | |||||||||||||||||||||||||||||
Grant | Approval | Threshold | Target | Maximum | of Option | on Date of | of Option | |||||||||||||||||||||||||
Name | Date | Date | (#) | (#) | (#) | Awards ($/sh)(4) | Grant ($/sh)(4) | Awards | ||||||||||||||||||||||||
Martin F. Roper | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
President & Chief Executive Officer | ||||||||||||||||||||||||||||||||
William F. Urich | 1/1/06 | 12/19/05 | (1) | 5,000 | 10,000 | 10,000 | $ | 24.95 | $ | 25.00 | (5) | $ | 8.8186 | |||||||||||||||||||
Chief Financial Officer & Treasurer | ||||||||||||||||||||||||||||||||
C. James Koch | 2/16/06 | 2/16/06 | (2) | 7,500 | 15,000 | 15,000 | $ | 26.07 | $ | 26.45 | (6) | $ | 9.2593 | |||||||||||||||||||
Chairman | ||||||||||||||||||||||||||||||||
Jeffrey D. White | 1/1/06 | 12/19/05 | (1) | 6,750 | 13,500 | 13,500 | $ | 24.95 | $ | 25.00 | (5) | $ | 8.8186 | |||||||||||||||||||
Chief Operating Officer | ||||||||||||||||||||||||||||||||
Robert H. Hall | 1/1/06 | 12/19/05 | (1) | 9,000 | 18,000 | 18,000 | $ | 24.95 | $ | 25.00 | (5) | $ | 8.8440 | |||||||||||||||||||
Vice President of Brand Development |
(1) | At the December 19, 2005 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, 2006, with an exercise price to be determined by averaging the high and low trade prices of the Company’s stock on the New York Stock Exchange on the day immediately prior to the effective date of the option grant. | |
(2) | At the February 16, 2006 meeting of the Board of Directors, upon the recommendation of the Compensation Committee, the Board of Directors granted this option effective as of February 16, 2006 with an exercise price |
16
Table of Contents
to be determined by averaging the high and low trade prices of the Company’s stock on the New York Stock Exchange on the day immediately prior to the effective date of the option grant. | ||
(3) | 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 are shall be eligible to vest in accordance with the vesting schedule. In February, 2007, the Compensation Committee determined that the target had been reached and, hence, 100% of the shares will vest in accordance with the vesting schedule. | |
(4) | The exercise price was determined by averaging the high and low trades of the stock on the New York Stock Exchange on the day immediately prior to the effective date of the option grant. | |
(5) | The effective date of the grant of the options to Messrs. Urich, White and Hall was a date on which the market was closed, and, accordingly, the closing price on the date of grant is deemed to be the closing price on the day immediately prior to the effective date of the option grant. | |
(6) | The closing price on the date of grant of the option to Mr. Koch was higher than the exercise price of the option because the exercise price was determined by averaging the high and low trades of the Company’s stock on the New York Stock Exchange on the day immediately prior to the effective date of the option grant. |
TO EXECUTIVE OFFICERS AT DECEMBER 30, 2006
Option Awards(1) | ||||||||||||||||||||
Equity Incentive | ||||||||||||||||||||
No. of | No. of | Plan Awards: | ||||||||||||||||||
Securities | Securities | No. of Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | ||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | ||||||||||||||||
Options (#) | Options(#) | Unearned | Exercise | Expiration | ||||||||||||||||
Name | Exercisable | Unexercisable | Options(#) | Price($) | Date | |||||||||||||||
Martin F. Roper | 168,663 | (2) | 0 | — | $ | 14 | .000 | 9/15/2009 | ||||||||||||
President & Chief | 56,220 | (3) | 0 | — | $ | 9 | .0133 | 9/15/2009 | ||||||||||||
Executive Officer | 66,040 | (4) | 0 | — | $ | 9 | .530 | 10/20/2007 | ||||||||||||
14,000 | (5) | 0 | — | $ | 7 | .15625 | 1/1/2010 | |||||||||||||
58,900 | (6) | 0 | — | $ | 8 | .625 | 6/12/2010 | |||||||||||||
16,000 | (7) | 4,000 | (7) | — | $ | 17 | .545 | 1/1/2012 | ||||||||||||
2,000 | (8) | 0 | — | $ | 17 | .545 | 4/2/2007 | |||||||||||||
2,500 | (9) | 0 | — | $ | 23 | .334 | 4/2/2007 | |||||||||||||
2,500 | (10) | 0 | — | $ | 29 | .300 | 4/2/2007 | |||||||||||||
1,000 | (11) | 2,000 | (11) | — | $ | 35 | .090 | 4/2/2007 | ||||||||||||
12,000 | (12) | 8,000 | (12) | — | $ | 14 | .470 | 1/1/2013 | ||||||||||||
2,000 | (13) | 0 | — | $ | 14 | .470 | 4/1/2008 | |||||||||||||
2,000 | (14) | 0 | — | $ | 16 | .640 | 4/1/2008 | |||||||||||||
2,000 | (15) | 0 | — | $ | 18 | .810 | 4/1/2008 | |||||||||||||
0 | 4,000 | (16) | — | $ | 20 | .980 | 4/1/2008 | |||||||||||||
8,000 | (17) | 12,000 | (17) | — | $ | 18 | .465 | 1/1/2014 | ||||||||||||
0 | — | 12,000 | (18) | $ | 21 | .140 | 1/1/2015 | |||||||||||||
0 | — | 300,000 | (19) | $ | 22 | .425 | 6/28/2015 | |||||||||||||
William F. Urich | 70,000 | (20) | 50,000 | (20) | — | $ | 15 | .835 | 9/8/2013 | |||||||||||
Chief Financial | 30,000 | (20) | 20,000 | (20) | — | $ | 18 | .000 | 9/8/2013 | |||||||||||
Officer & Treasurer | 0 | — | 8,000 | (21) | $ | 21 | .140 | 1/1/2015 | ||||||||||||
0 | — | 10,000 | (22) | $ | 24 | .950 | 1/1/2016 |
17
Table of Contents
Option Awards(1) | ||||||||||||||||||||
Equity Incentive | ||||||||||||||||||||
No. of | No. of | Plan Awards: | ||||||||||||||||||
Securities | Securities | No. of Securities | ||||||||||||||||||
Underlying | Underlying | Underlying | ||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | ||||||||||||||||
Options (#) | Options(#) | Unearned | Exercise | Expiration | ||||||||||||||||
Name | Exercisable | Unexercisable | Options(#) | Price($) | Date | |||||||||||||||
C. James Koch | 2,000 | (8) | 0 | — | $ | 17 | .545 | 4/2/2007 | ||||||||||||
Chairman | 2,500 | (9) | 0 | — | $ | 23 | .334 | 4/2/2007 | ||||||||||||
2,500 | (10) | 0 | — | $ | 29 | .300 | 4/2/2007 | |||||||||||||
1,000 | (11) | 2,000 | (11) | — | $ | 35 | .090 | 4/2/2007 | ||||||||||||
2,000 | (13) | 0 | — | $ | 14 | .470 | 4/1/2008 | |||||||||||||
2,000 | (14) | 0 | — | $ | 16 | .640 | 4/1/2008 | |||||||||||||
2,000 | (15) | 0 | — | $ | 18 | .810 | 4/1/2008 | |||||||||||||
0 | 4,000 | (16) | — | $ | 20 | .980 | 4/1/2008 | |||||||||||||
0 | — | 15,000 | (23) | $ | 26 | .070 | 1/1/2016 | |||||||||||||
Jeffrey D. White | 0 | 3,000 | (7) | — | $ | 17 | .545 | 1/1/2012 | ||||||||||||
Chief Operating Officer | 2,500 | (9) | 0 | — | $ | 23 | .334 | 4/2/2007 | ||||||||||||
2,500 | (10) | 0 | — | $ | 29 | .300 | 4/2/2007 | |||||||||||||
1,000 | (11) | 2,000 | (11) | — | $ | 35 | .090 | 4/2/2007 | ||||||||||||
0 | 6,000 | (24) | — | $ | 14 | .470 | 1/1/2013(25 | ) | ||||||||||||
0 | 2,000 | (26) | — | $ | 20 | .980 | 3/31/2008(25 | ) | ||||||||||||
0 | 2,000 | (27) | — | $ | 20 | .980 | 3/31/2008(25 | ) | ||||||||||||
0 | 8,100 | (17) | — | $ | 18 | .465 | 1/1/2014(25 | ) | ||||||||||||
0 | — | 10,800 | (28) | $ | 21 | .140 | 1/1/2015(25 | ) | ||||||||||||
0 | — | 13,500 | (29) | $ | 24 | .950 | 1/1/2016(25 | ) | ||||||||||||
Robert H. Hall | 36,000 | (6) | 0 | — | $ | 8 | .625 | 6/12/2010 | ||||||||||||
Vice President of | 1,000 | (14) | 0 | — | $ | 23 | .334 | 4/2/2007 | ||||||||||||
Brand Development | 5,000 | (30) | 0 | — | $ | 29 | .300 | 4/2/2007 | ||||||||||||
2,000 | (31) | 4,000 | (31) | — | $ | 35 | .090 | 4/2/2007 | ||||||||||||
4,000 | (8) | 0 | — | $ | 17 | .545 | 4/2/2007 | |||||||||||||
4,000 | (13) | 0 | — | $ | 14 | .470 | 4/1/2008 | |||||||||||||
4,000 | (14) | 0 | — | $ | 16 | .640 | 4/1/2008 | |||||||||||||
4,000 | (15) | 0 | — | $ | 18 | .810 | 4/1/2008 | |||||||||||||
0 | 8,000 | (32) | — | $ | 20 | .980 | 4/1/2008 | |||||||||||||
5,400 | (17) | 8,100 | (17) | — | $ | 18 | .465 | 1/1/2014 | ||||||||||||
0 | — | 8,000 | (21) | $ | 21 | .140 | 1/1/2015 | |||||||||||||
0 | — | 18,000 | (22) | $ | 24 | .950 | 1/1/2016 |
(1) | No stock awards have been given to any of the named executive officers. | |
(2) | 18,741 shares vested9/15/96; 37,482 shares vested9/15/97; 56,223 shares vested9/15/98; 37,482 shares vested9/15/99; and 18,735 shares vested9/15/00. | |
(3) | Shares vested9/6/95. | |
(4) | 16,667 shares vested10/20/97; 33,333 shares vested1/1/98; 50,000 shares vested1/1/99; 50,000 shares vested1/1/00; 50,000 shares vested1/1/01; 33,333 shares vested1/1/02; and 16,667 shares vested1/1/03. | |
(5) | Option granted1/1/00 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(6) | Option granted6/12/00 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(7) | Option granted1/1/02 and shares vest at the rate of 20% per year commencing one year after date of grant. | |
(8) | Shares vested on1/1/03. | |
(9) | 2,000 shares vested on1/1/04 and 500 shares vested on1/1/05. | |
(10) | 1,500 shares vested on1/1/05 and 1,000 shares vested on1/1/06. | |
(11) | 1,000 shares vested on1/1/06 and 2,000 shares will vest on1/1/07. | |
(12) | Option granted1/1/03 and shares vest at the rate of 20% per year commencing one year after date of grant. |
18
Table of Contents
(13) | Shares vested on1/1/04. | |
(14) | Shares vested on1/1/05. | |
(15) | Shares vested on1/1/06. | |
(16) | 2,000 shares will vest on1/1/07 and 2,000 shares will vest on1/1/08. | |
(17) | Option granted1/1/04 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(18) | 3,000 shares will vest on5/31/07 if certain performance criteria are met; 3,000 shares will vested on5/31/08 if certain performance criteria are met; 3,000 shares will vested on5/31/09 if certain performance criteria are met; 3,000 shares will vested on5/31/10 if certain performance criteria are met. | |
(19) | 180,000 shares will vest on5/1/08 if certain performance criteria are met and 120,000 shares will vest on5/1/10 if certain performance criteria are met. | |
(20) | Options granted9/8/03 and shares vest at the rate of 20% per year commencing one year after date of grant. | |
(21) | Option provides that 2,000 shares will vest on5/31/07 if certain performance criteria are met; 2,000 shares will vest on5/31/08 if certain performance criteria are met; 2,000 shares will vested on5/31/09 if certain performance criteria are met; 2,000 shares will vested on5/31/10 if certain performance criteria are met. In February 2007, it was determined that the performance criteria were met, hence the shares eligible to vest on5/31/07 will vest. | |
(22) | Option granted1/1/06 and shares will vest at the rate of 20% per year if certain performance criteria are met as of3/1/07. The option provides that if target performance is met or exceeded, 100% of the shares will vest; if only threshold performance is met, 50% of the shares will vest; if threshold performance is not achieved, then option will lapse. In February 2007, it was determined that the target performance was exceeded, hence all shares will vest in accordance with the vesting schedule. | |
(23) | Option granted2/16/06 and shares will vest at the rate of 20% per year (as of January 1st each such year) if certain performance criteria are met as of3/1/07. If target performance is met or exceeded, 100% of the shares will vest; if only threshold performance is met, 50% of the shares will vest; if threshold performance is not achieved, then option will lapse. In February 2007, it was determined that the target performance was exceeded, hence all shares will vest in accordance with the vesting schedule. | |
(24) | 3,000 shares will vest on1/1/07. Under the option agreement, 3,000 shares will also vest on1/1/08. However, it is expected that Mr. White’s employment with the Company will terminate on 4/27/07 and, as a result, these shares will not vest. | |
(25) | It is expected that Mr. White’s employment with the Company will terminate on4/27/07. In accordance with the terms of the option grant, this option will expire 90 days after his termination of employment. | |
(26) | Shares will vest on1/1/07. | |
(27) | Under the option agreement, the shares will vest1/1/08. However, it is expected that Mr. White’s employment with the Company will terminate on4/27/07 and, as a result, these shares will not vest. | |
(28) | Option provides that 2,700 shares will vest on5/31/07 if certain performance criteria are met. It is expected that Mr. White’s employment with the Company will terminate on4/27/07 and, as a result, the remainder of the shares will not vest. In February 2007, it was determined that the performance criteria were met, hence the shares eligible to vest on5/31/07 will vest. | |
(29) | Option granted1/1/06 and shares will vest at the rate of 20% per year if certain performance criteria are met as of3/1/07. The option provides that if target performance is met or exceeded, 100% of the shares will vest; if only threshold performance is met, 50% of the shares will vest; if threshold performance is not achieved, then option will lapse. In February 2007, it was determined that the target performance was exceeded, hence all shares will vest in accordance with the vesting schedule. However, it is expected that Mr. White’s employment with the Company will terminate on4/27/07 and, as a result, the shares that could vest on1/1/08,1/1/09,1/1/01 and1/1/11 will not vest. | |
(30) | 3,000 shares vested1/1/05 and 2,000 shares vested1/1/06. | |
(31) | 2,000 shares vested1/1/06 and 4,000 shares will vest1/1/07. | |
(32) | 4,000 shares will vest on1/1/07 and 4,000 shares will vest on1/1/08. |
19
Table of Contents
DURING FISCAL YEAR ENDED DECEMBER 30, 2006
No. of Shares | ||||||||
Acquired on | Value Realized | |||||||
Name | Exercise (#) | on Exercise($) | ||||||
Martin F. Roper | 109,500 | $ | 2,447,523 | |||||
William F. Urich | 2,000 | $ | 39,648 | |||||
C. James Koch | 20,000 | $ | 265,869 | |||||
Jeffrey D. White | 51,500 | $ | 605,702 | |||||
Robert H. Hall | 23,000 | $ | 372,368 |
20
Table of Contents
• | Audit Fees. The Company estimates that it will pay audit fees to Ernst & Young LLP in the amount of $437,000 for its audit of the Company’s annual financial statements and quarterly reviews during the fiscal year ended December 30, 2006. The Company paid $455,000 for its audit of the Company’s annual financial statements and quarterly reviews during the fiscal year ended December 31, 2005. The amounts paid 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 LLP $21,585 for audit-related services in 2006 and $16,000 for audit-related services in 2005. The Company paid Deloitte & Touche LLP $5,000 in the fiscal year ended December 30, 2006 and $4,815 in the fiscal year ended December 31, 2005 for services rendered in connection with transitional matters relating to the audit. There were no other audit-related fees paid during the last two fiscal years. | |
• | Tax Fees. No fees were paid to either Deloitte & Touche LLP or to Ernst & Young LLP for tax services during the last two fiscal years. | |
• | Other Fees.The Company paid no other fees to its independent auditors during the fiscal year ended December 30, 2006. |
21
Table of Contents
22
Table of Contents
23
Table of Contents
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATION, SIGN AND DATE THIS CARD IN THE SPACE BELOW. NO BOXES NEED TO BE CHECKED. | Please Mark Here for Address Change or Comments | o | |||||||||||||||||
SEE REVERSE SIDE | |||||||||||||||||||
1. Election of Class A Directors, | 01 David A. Burwick, 02 Pearson C. Cummin, III and 03 Jean-Michel Valette, (Instructions: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.) | ||||||||||||||||||
FOR all nominees listed. (Except as marked to the contrary to the right.) o | WITHHOLD authority for all nominees listed. 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, and check the box to the right. | o | ||||||||||||||||||
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED SUCH SHARES WILL BE VOTED IN FAVOR OF SUCH ITEM. | |||||||||||||||||||
Signature | Signature | Date | |||||||||||||||||
IMPORTANT: Before returning this Proxy, please sign your name or names on the line(s) above exactly as shown hereon. Executors, administrators, trustees, guardians or corporate officers should indicate their full title when signing. Where shares are registered in the name of joint tenants or trustees, each joint tenant or trustee should sign. |
Ù FOLD AND DETACH HEREÙ |
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
INTERNET http://www.proxyvoting.com/sam 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.
Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment. |
Table of Contents
THE BOSTON BEER COMPANY, INC.
PROXY – Annual Meeting of Stockholders – May 31, 2007
CLASS A COMMON STOCK
The undersigned, a stockholder of THE BOSTON BEER COMPANY, INC., does hereby appoint C. James Koch and Frederick H. Grein, Jr., or either of them, acting singly, the undersigned’s proxy, with full power of substitution, to appear and vote at the Annual Meeting of Stockholders, to be held on Thursday, May 31, 2007 at 10:00 A.M., local time, or at any adjournments thereof, upon such matters as may come before the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby instructs said proxy, or his substitute, to vote as specified on the reverse side on the following matters and in accordance with his judgment on other matters which may properly come before the Meeting.
(Continued and to be Completed on Reverse Side)
Address Change/Comments (Mark the corresponding box on the reverse side) |
Ù FOLD AND DETACH HEREÙ |
Admission Ticket |
THE BOSTON BEER COMPANY, INC.
2007 ANNUAL MEETING
Thursday, May 31, 2007
10:00 A.M.
The Brewery
30 Germania Street
Boston, MA 02130