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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):
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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. |
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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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 a | or Principal Occupation | |||||||||
Name of Nominee | Age | Director | During the Past Five Years | |||||||
David A. Burwick | 46 | 2005 | Mr. Burwick is currently the Executive Vice President, Commercial, of PepsiCo Inter-national, headquartered in New York. Before assuming this position in April 2008, he had been President of Pepsi-QTG Canada, headquartered in Toronto, a position he assumed in November 2005. Mr. Burwick has held several positions with PepsiCo North America, including serving as Senior Vice President and Chief Marketing Officer from June 2002 immediately prior to his move to Pepsi-QTG Canada. | |||||||
Pearson C. Cummin, III | 65 | 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 | 47 | 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 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. Mr. Valette had been a Class B Director of the Company from May 2003 through May 2006. |
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Year First | Position With the Company | |||||||||
Elected a | or Principal Occupation | |||||||||
Name of Nominee | Age | Director | During the Past Five Years | |||||||
C. James Koch | 58 | 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 | 85 | 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 | 59 | 2006 | Mr. Margolis currently is an independent investor. 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. | |||||||
Martin F. Roper | 45 | 1999 | Mr. Roper is the Chief Executive Officer of the Company. Prior to assuming that position in January 2001, he had 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. 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. | |||||||
Gregg A. Tanner | 51 | 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, 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. |
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DURING FISCAL YEAR ENDED DECEMBER 29, 2007(1)
Fees Earned & | Option | All Other | ||||||||||||||
Name | Paid in Cash($) | Awards($)(2) | Compensation($) | Total($) | ||||||||||||
David A. Burwick | $ | 30,550 | $ | 51,519 | (3) | $ | 0 | $ | 82,069 | |||||||
Pearson C. Cummin, III | $ | 37,150 | $ | 51,519 | (3) | $ | 0 | $ | 88,669 | |||||||
Charles J. Koch | $ | 14,500 | $ | 51,519 | (3) | $ | 0 | $ | 66,019 | |||||||
Jay Margolis | $ | 35,950 | $ | 51,519 | (3) | $ | 0 | $ | 87,469 | |||||||
Gregg A. Tanner | $ | 14,100 | (4) | $ | 42,464 | (5) | ||||||||||
$ | 70,774 | (5) | $ | 0 | $ | 127,338 | ||||||||||
Jean-Michel Valette | $ | 37,550 | $ | 51,519 | (3) | $ | 0 | $ | 89,069 |
(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 29, 2007, 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 2007. The methods used in the calculation of these amounts are described in Notes B and J to the Company’s audited financial statements for the fiscal year ended December 29, 2007 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 13, 2008. 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, except Mr. Tanner, was granted an option to purchase 5,000 shares of the Company’s Class A Common Stock on May 31, 2007, under the Company’s Non-Employee Director Stock Option Plan at an exercise price of $38.555, 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) | Includes payment of $3,000 earned in December 2007, but paid in March 2008. | |
(5) | Mr. Tanner was granted two options to purchase the Company’s Class A Common Stock on October 29, 2007 upon his election as a director of the Company. Both options have an exercise price of $53.395, 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 3,000 shares, representing the pro-rata share of the annual grant made to Directors upon their election 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. |
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The Boston Beer Company, Inc.
One Design Center Place, Suite 850
Boston, MA 02210
• | 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 17; and | |
• | all current directors and executive officers of the Company as a group. |
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Shares Beneficially Owned(1) | ||||||||
Name of Beneficial Owner | Number | Percent | ||||||
C. James Koch(1)(2) | 4,534,060 | 32.7 | % | |||||
Martin F. Roper(1)(3) | 555,579 | 5.4 | % | |||||
William F. Urich(1)(4) | 144,268 | * | ||||||
Robert H. Hall(1)(5) | 81,600 | * | ||||||
Thomas W. Lance(1)(6) | 20,000 | * | ||||||
David A. Burwick(1)(7) | 21,200 | * | ||||||
Pearson C. Cummin, III(1)(8) | 73,923 | * | ||||||
Charles Joseph Koch(1)(9) | 47,500 | * | ||||||
Jay Margolis(1)(10) | 16,000 | * | ||||||
Gregg A. Tanner(1)(11) | 8,000 | * | ||||||
Jean-Michel Valette(1)(12) | 52,500 | * | ||||||
Barclays Global Investors, NA(13) | ||||||||
Barclays Global Fund Advisors 45 Fremont Street, San Francisco, CA 94105 | 935,776 | 9.5 | % | |||||
James H. Simons and Renaissance Technologies Corp.(13) | ||||||||
800 Third Avenue, New York, NY 10022 | 817,200 | 8.3 | % | |||||
Lord, Abbett & Co LLC(13) | ||||||||
90 Hudson Street, Jersey City, NJ 07302 | 907,986 | 9.3 | % | |||||
All Directors, Nominees for Director and Executive Officers as a group (11 people) | 5,554,630 | 37.6 | % |
* | 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 18,400 shares of Class A Common Stock exercisable currently or within sixty (60) days and 1,070 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. Also includes 27,142 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. 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 535,783 shares of Class A Common Stock exercisable currently or within sixty (60) days and 4,339 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(4) | Includes options to acquire 142,800 shares of Class A Common Stock exercisable currently or within sixty (60) days and 1,330 shares of Class A Common Stock purchased under the Company’s Investment Share Plan which are not yet vested. | |
(5) | Consists of options to acquire 81,600 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(6) | Includes 8,000 restricted shares of Class A Common Stock which are not yet vested. | |
(7) | Includes options to acquire 21,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(8) | Includes options to acquire 50,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. |
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(9) | Includes options to acquire 42,500 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 3,000 shares held in trust in which Mr. Koch disclaims any beneficial ownership. | |
(10) | Consists of options to acquire 16,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(11) | Consists of options to acquire 8,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(12) | Includes options to acquire 30,000 shares of Class A Common Stock exercisable currently or within sixty (60) days. | |
(13) | Information has been derived from Schedule 13G for the year ended December 31, 2007 filed with the SEC. |
REPORT OF THE COMPENSATION COMMITTEE(1)(
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David A. Burwick, Chair
Pearson C. Cummin, III
Jay Margolis
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FOR FISCAL YEAR ENDED DECEMBER 29, 2007
Stock | Option | All Other | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary($)(1) | Bonus($)(1) | Awards($)(2) | Awards ($)(2) | Compensation($)(7) | Total ($) | |||||||||||||||||||||
Martin F. Roper | 2007 | $ | 635,000 | $ | 584,200 | — | $ | 920,596 | $ | 7,538 | $ | 2,147,334 | ||||||||||||||||
President & Chief Executive Officer | 2006 | $ | 606,700 | $ | 798,600 | — | $ | 1,018,743 | (3) | $ | 7,388 | $ | 2,431,431 | |||||||||||||||
William F. Urich | 2007 | $ | 334,000 | $ | 148,630 | — | $ | 320,372 | $ | 7,538 | $ | 810,540 | ||||||||||||||||
Treasurer & Chief Financial Officer | 2006 | $ | 318,000 | $ | 150,000 | — | $ | 279,477 | (4) | $ | 7,388 | $ | 754,865 | |||||||||||||||
C. James Koch | 2007 | $ | 260,000 | $ | 195,000 | — | $ | 113,851 | $ | 7,538 | $ | 576,389 | ||||||||||||||||
Chairman | 2006 | $ | 250,000 | $ | 250,000 | — | $ | 64,899 | $ | 7,388 | $ | 572,287 | ||||||||||||||||
Robert H. Hall | 2007 | $ | 355,000 | $ | 142,000 | — | $ | 175,725 | $ | 7,538 | $ | 680,263 | ||||||||||||||||
Vice President of Brand Development | 2006 | $ | 341,000 | $ | 150,000 | — | $ | 121,603 | (5) | $ | 7,388 | $ | 619,991 | |||||||||||||||
Thomas W. Lance | 2007 | $ | 282,692 | $ | 127,211 | $ | 63,617 | $ | 0 | (2)(6) | $ | 4,250 | $ | 477,770 | ||||||||||||||
Vice President of Operations | 2006 | — | — | — | — | — | — |
(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 29, 2007, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment, of awards pursuant to the Company’s Employee Equity Incentive Plan and may include amounts from awards granted both in and prior to 2007. The methods used in the calculation of these amounts are described in Notes B and J to the Company’s audited financial statements for the fiscal year ended December 29, 2007 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 13, 2008. 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. | |
(5) | Excludes dollar value of $18,325 for shares that were eligible to vest on March 1, 2006 under a contingent vesting option granted on January 1, 2005 but lapsed as performance criteria were not met. | |
(6) | Mr. Lance was granted an option for 80,000 shares, the vesting of which will not be determined until January 2009. Therefore, no dollar amount is recognized at this time. |
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(7) | Includes annual group life insurance premium and Company matching contributions under the Company’s 401(k) plan paid in the respective year. |
IN FISCAL YEAR ENDED DECEMBER 29, 2007
Estimated Future Payouts Under | Exercise or | Grant Date | ||||||||||||||||||||||||||||||||||
Equity Incentive Plan Awards(4) | All Other | Base Price | Closing Price | Fair Value | ||||||||||||||||||||||||||||||||
Grant | Approval | Threshold | Target | Maximum | Stock | of Option | on Date of | of Option | ||||||||||||||||||||||||||||
Name | Date | Date | (#) | (#) | (#) | Awards (#) | Awards ($/sh)(6) | Grant ($/sh)(6) | Awards | |||||||||||||||||||||||||||
Martin F. Roper | 8/13/07 | (1) | 7/31/07 | (1) | — | — | 180,000 | (5) | — | $ | 43.55 | $ | 44.34 | $ | 3,490,272 | |||||||||||||||||||||
President & Chief Executive Officer | ||||||||||||||||||||||||||||||||||||
William F. Urich | 1/1/07 | (2) | 12/19/06 | (2) | 4,500 | 9,000 | 9,000 | — | $ | 35.98 | $ | 35.98 | $ | 116,401 | ||||||||||||||||||||||
Treasurer & Chief Financial Officer | ||||||||||||||||||||||||||||||||||||
C. James Koch | 1/1/07 | (2) | 12/19/06 | (2) | 6,000 | 12,000 | 12,000 | — | $ | 35.98 | $ | 35.98 | $ | 155,201 | ||||||||||||||||||||||
Chairman | ||||||||||||||||||||||||||||||||||||
Robert H. Hall | 1/1/07 | (2) | 12/19/06 | (2) | 7,000 | 14,000 | 14,000 | — | $ | 35.98 | $ | 35.98 | $ | 178,047 | ||||||||||||||||||||||
Vice President of Brand Development | ||||||||||||||||||||||||||||||||||||
Thomas W. Lance | 1/29/07 | (3) | 1/26/07 | (3) | 40,000 | 80,000 | 80,000 | 10,000 | (3) | $ | 34.70 | $ | 34.97 | $ | 1,046,618 | |||||||||||||||||||||
Vice President of Operations |
(1) | At the July 31, 2007 meeting of the Board of Directors, upon the recommendation of the Compensation Committee, the Board of Directors granted this option effective as of August 13, 2007, with an exercise price being the close price 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 December 19, 2006 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, 2007, with an exercise price being the close price 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) | At the January 26, 2007 meeting of the Board of Directors, upon the recommendation of the Compensation Committee, the Board of Directors granted an option effective as of January 29, 2007, with an exercise price being the close price of the Company’s stock on the New York Stock Exchange on the day immediately prior to the effective date of the option grant and a restricted stock award for 10,000 shares. | |
(4) | 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 |
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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, 2008, the Compensation Committee determined that the target had been reached and, hence, 100% of the shares will vest in accordance with the vesting schedule for Messrs. Hall, Koch and Urich. In February 2009, the Compensation Committee will determine if the target has been reached and the percentage of the shares which shall vest in accordance with the vesting schedule for Mr. Lance. | ||
(5) | So long as Mr. Roper continues to be employed by the Company or an affiliate of the Company on August 13, 2013, the option shall become exercisable in full, subject to accelerated vesting in the event of a change in control. | |
(6) | The exercise price was the close price of the stock on the New York Stock Exchange on the day immediately prior to the effective date of the option grant. The effective date of the grant of the options to Messrs. Hall, Koch, and Urich 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. |
TO EXECUTIVE OFFICERS AT DECEMBER 29, 2007
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Equity Incentive | No. of | Market | ||||||||||||||||||||||||||
No. of | No. of | Plan Awards: | Shares | Value | ||||||||||||||||||||||||
Securities | Securities | No. of Securities | of Stock | of Shares | ||||||||||||||||||||||||
Underlying | Underlying | Underlying | That | That | ||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | Have | Have | ||||||||||||||||||||||
Options (#) | Options(#) | Unearned | Exercise | Expiration | Not | Not | ||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options(#) | Price($) | Date | Vested(#) | Vested($) | |||||||||||||||||||||
Martin F. Roper | 168,663 | (1) | — | — | $ | 14.00 | 9/15/2009 | |||||||||||||||||||||
President & Chief | 56,220 | (2) | — | — | $ | 9.0133 | 9/15/2009 | |||||||||||||||||||||
Executive Officer | 14,000 | (3) | — | — | $ | 7.15625 | 1/1/2010 | |||||||||||||||||||||
58,900 | (4) | — | — | $ | 8.625 | 6/12/2010 | ||||||||||||||||||||||
20,000 | (5) | — | — | $ | 17.545 | 1/1/2012 | ||||||||||||||||||||||
16,000 | (6) | 4,000 | (6) | — | $ | 14.47 | 1/1/2013 | |||||||||||||||||||||
1,000 | (8) | — | — | $ | 16.64 | 4/1/2008 | ||||||||||||||||||||||
2,000 | (9) | — | — | $ | 18.81 | 4/1/2008 | ||||||||||||||||||||||
2,000 | (10) | 2,000 | (10) | — | $ | 20.98 | 4/1/2008 | |||||||||||||||||||||
12,000 | (11) | 8,000 | (11) | — | $ | 18.465 | 1/1/2014 | |||||||||||||||||||||
3,000 | (12) | — | 9,000 | (12) | $ | 21.14 | 1/1/2015 | |||||||||||||||||||||
— | — | 300,000 | (13) | $ | 22.425 | 6/28/2015 | ||||||||||||||||||||||
— | — | 180,000 | (14) | $ | 43.55 | 8/11/2017 | ||||||||||||||||||||||
William F. Urich | 95,000 | (15) | 25,000 | (15) | — | $ | 15.835 | 9/8/2013 | ||||||||||||||||||||
Treasurer & Chief | 40,000 | (15) | 10,000 | (15) | — | $ | 18.00 | 9/8/2013 | — | — | ||||||||||||||||||
Financial Officer | 2,000 | (16) | — | 6,000 | (16) | $ | 21.14 | 1/1/2015 | ||||||||||||||||||||
2,000 | (17) | 8,000 | (17) | — | $ | 24.95 | 1/1/2016 | |||||||||||||||||||||
— | — | 9,000 | (18) | $ | 35.98 | 1/1/2017 | ||||||||||||||||||||||
C. James Koch | 2,000 | (7) | — | — | $ | 14.47 | 4/1/2008 | |||||||||||||||||||||
Chairman | 2,000 | (8) | — | — | $ | 16.64 | 4/1/2008 | — | — | |||||||||||||||||||
2,000 | (9) | — | — | $ | 18.81 | 4/1/2008 | ||||||||||||||||||||||
2,000 | (10) | 2,000 | (10) | — | $ | 20.98 | 4/1/2008 | |||||||||||||||||||||
3,000 | (19) | 12,000 | (19) | — | $ | 26.07 | 1/1/2016 | |||||||||||||||||||||
— | — | 12,000 | (18) | $ | 35.98 | 1/1/2017 | — | — |
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Option Awards | Stock Awards | |||||||||||||||||||||||||||
Equity Incentive | No. of | Market | ||||||||||||||||||||||||||
No. of | No. of | Plan Awards: | Shares | Value | ||||||||||||||||||||||||
Securities | Securities | No. of Securities | of Stock | of Shares | ||||||||||||||||||||||||
Underlying | Underlying | Underlying | That | That | ||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | Option | Have | Have | ||||||||||||||||||||||
Options (#) | Options(#) | Unearned | Exercise | Expiration | Not | Not | ||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options(#) | Price($) | Date | Vested(#) | Vested($) | |||||||||||||||||||||
Robert H. Hall | 36,000 | (4) | — | — | $ | 8.625 | 6/12/2010 | |||||||||||||||||||||
Vice President of | 4,000 | (7) | — | — | $ | 14.47 | 4/1/2008 | — | — | |||||||||||||||||||
Brand Development | 4,000 | (8) | — | — | $ | 16.64 | 4/1/2008 | |||||||||||||||||||||
4,000 | (9) | — | — | $ | 18.81 | 4/1/2008 | ||||||||||||||||||||||
4,000 | (20) | 4,000 | (20) | — | $ | 20.98 | 4/1/2008 | |||||||||||||||||||||
8,100 | (11) | 5,400 | (11) | — | $ | 18.465 | 1/1/2014 | |||||||||||||||||||||
2,000 | (16) | — | 6,000 | (16) | $ | 21.14 | 1/1/2015 | |||||||||||||||||||||
3,600 | (17) | 14,400 | (17) | — | $ | 24.95 | 1/1/2016 | |||||||||||||||||||||
— | — | 14,000 | (18) | $ | 35.98 | 1/1/2017 | ||||||||||||||||||||||
Thomas W. Lance | — | — | 80,000 | (21) | $ | 34.70 | 1/22/2017 | 10,000 | (22) | $ | 376,500 | |||||||||||||||||
Vice President of Operations |
(1) | 18,741 shares vested9/15/96; 37,482 shares vested9/15/97; 56,223 shares vested9/15/98; 37,482 shares vested 9/15/99; and 18,735 shares vested 9/15/00. | |
(2) | Shares vested9/6/95. | |
(3) | Option granted1/1/00 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(4) | Option granted6/12/00 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(5) | Option granted1/1/02 and shares vested at the rate of 20% per year commencing one year after date of grant. | |
(6) | Option granted1/1/03 and shares vest at the rate of 20% per year commencing one year after date of grant. | |
(7) | Shares vested on1/1/04. | |
(8) | Shares vested on1/1/05. | |
(9) | Shares vested on1/1/06. | |
(10) | 2,000 shares vested on1/1/07 and 2,000 shares will vest on1/1/08. | |
(11) | Option granted1/1/04 and shares vest at the rate of 20% per year commencing one year after date of grant. | |
(12) | Option provides that 3,000 shares vested on5/31/07 due to certain performance criteria being met; 3,000 shares will vest on5/31/08 if certain performance criteria are met; 3,000 shares will vest on5/31/09 if certain performance criteria are met; 3,000 shares will vest on5/31/10 if certain performance criteria are met. | |
(13) | 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. | |
(14) | 180,000 shares will vest on8/13/08. | |
(15) | Options granted9/8/03 and shares vest at the rate of 20% per year commencing one year after date of grant. | |
(16) | Option provides that 2,000 shares vested on5/31/07 due to certain performance criteria being met; 2,000 shares will vest on5/31/08 if certain performance criteria are met; 2,000 shares will vest on5/31/09 if certain performance criteria are met; 2,000 shares will vest on5/31/10 if certain performance criteria are met. | |
(17) | Option granted1/1/06 and shares will vest at the rate of 20% per year due to certain performance criteria being met as of3/1/07. | |
(18) | Option granted1/1/07 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 of3/1/08. 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 |
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achieved, then option will lapse. In February 2008, it was determined that the target performance was exceeded, hence all shares will vest in accordance with the vesting schedule. |
(19) | Option granted2/16/06 and shares will vest at the rate of 20% per year due to certain performance criteria being met as of3/1/07. | |
(20) | 4,000 shares vested on1/1/07 and 4,000 shares will vest on1/1/08. | |
(21) | Option granted1/29/07 and shares will vest at the rate of 25% per year (as of January 22nd each such year) if certain performance criteria are met as of1/22/09. 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. | |
(22) | Restricted Stock awarded1/29/07 and shares vest at a rate of 20% per year commencing1/22/08. |
DURING FISCAL YEAR ENDED DECEMBER 29, 2007
No. of Shares | ||||||||
Acquired on | Value Realized | |||||||
Name | Exercise (#) | on Exercise($) | ||||||
Martin F. Roper | 76,040 | $ | 1,795,719 | |||||
William F. Urich | — | — | ||||||
C. James Koch | 7,000 | $ | 70,805 | |||||
Robert H. Hall | 10,000 | $ | 91,621 | |||||
Thomas W. Lance | — | — |
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• | Audit Fees. The Company estimates that it will pay audit fees to Ernst & Young in the amount of $513,400 for its audit of the Company’s annual financial statements and quarterly reviews during the fiscal year ended December 29, 2007, and has paid $437,500 for its audit of the Company’s annual financial statements and quarterly reviews during the fiscal year ended December 30, 2006. 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 $12,600 for audit-related services in 2007 and $21,585 for audit-related services in 2006. There were no other audit-related fees paid during the last two fiscal years. | |
• | Tax Fees. No fees were paid to Ernst & Young 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 29, 2007. |
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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 | c | ||
SEE REVERSE SIDE |
1. Election of Class A Directors, | ||||
For all nominees | WITHHOLD | |||
listed. (Except as marked to the contrary to the right.) | authority for all nominees listed. | |||
c | c | |||
01 David A. Burwick, 02 Pearson C. Cummin, I I and 03 Jean-Michel Valette, | |||||||||
(Instructions: To with hold authority to vote for any individual nominee, write that nominee’s name in the space provided below.) | |||||||||
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. | c | ||||||||
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 | ||||||||
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
the day prior to annual meeting day.
as if you marked, signed and returned your proxy card.
INTERNET http://www.proxyvoting.com/sam | TELEPHONE 1-866-540-5760 | |||||||
OR | ||||||||
Use the internet to vote your proxy. Have your proxy card in hand when you access the web site. | Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. | |||||||
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
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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 Friday, May 23, 2008 at 9:00 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) | ||||
9:00 A.M.
The Brewery
30 Germania Street
Boston, MA 02130
DIRECTIONS TO THE BREWERY FROM THE SOUTH OF BOSTON Take 93N to exit 18 (Mass Ave and Roxbury Exit). Go straight down Melnea Cass Blvd toward Roxbury. Once on Melnea Cass Blvd you will go through seven lights. At the eighth light take a left on Tremont St. (Landmark: Northeastern University and Ruggles T Station will be on your right when you turn onto Tremont St. Note: Tremont St eventually becomes Columbus Ave). Follow Tremont St through seven lights. Take a right on Amory St (Landmark: look for a big, powder blue Muffler Mart shop on the right - directly after Centre Street). Follow Amory St through 2 lights. After the 2nd light take a left on Porter St(Landmark: Directly after Boylston St). Go to the end of Porter St and the Brewery is on the right. FROM THE NORTH OF BOSTON Take 93S to exit 18, (Mass Ave and Roxbury exit) and follow the above directions. FROM THE SUBWAY Take the Orange Line outbound toward Forest Hills. Exit at the Stony Brook stop. Above ground take a left onto Boylston St. Take your first right onto Amory St. Then take your first left onto Porter St. to Brewery gate (the Brewery will be at the end of Porter St on your right). |