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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, For use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
ADVANTA CORP.
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þ | No fee required. | |||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
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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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1. | To elect three directors to hold office until the expiration of their term of office or until their successors are duly elected and qualified. | |
2. | To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2006. | |
3. | To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. |
Elizabeth H. Mai | |
Secretary |
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Amount and | ||||||||||||
Nature of | ||||||||||||
Beneficial | Percent | |||||||||||
Title of Class | Name and Address of Beneficial Owner | Ownership | of Class | |||||||||
Class A Preferred | Gisela Alter(1) | 1,010 | 100.00 | % | ||||||||
Class A Common | Dennis Alter(1) | 3,046,067 | (2)(3)(4)(5) | 31.71 | % | |||||||
AXA Financial, Inc.(6) | 750,809 | 7.82 | % | |||||||||
Advanta Corp. Employee Stock Ownership Plan(7) | 940,816 | 9.79 | % | |||||||||
Dimensional Fund Advisors Inc.(8) | 781,822 | 8.14 | % |
(1) | The address for Gisela Alter and Dennis Alter is c/o Advanta Corp., Welsh and McKean Roads, P.O. Box 844, Spring House, Pennsylvania, 19477-0844. |
(2) | Includes 551,695 shares owned by a trust of which Linda Alter, the sister of Dennis Alter, is the beneficiary and pursuant to which Dennis Alter is sole trustee. Mr. Alter disclaims beneficial ownership of these shares. |
(3) | Includes: 454,703 shares held by a charitable foundation established by Mr. Alter, as to which Mr. Alter shares voting and dispositive powers; 41,399 shares held by a trust established by Mr. Alter, through which he has made certain charitable gifts of shares and as to which Mr. Alter has sole voting and dispositive powers; and 200,000 shares held by a charitable foundation established by Mr. Alter, as to which Mr. Alter and his wife share voting and dispositive powers. Mr. Alter disclaims beneficial ownership of all such shares. |
(4) | Does not include 1,010 shares of Class A Preferred Stock owned by Gisela Alter, the wife of Dennis Alter. |
(5) | Does not include shares held in trust for the benefit of employees of the Company participating in the Advanta Corp. Employee Stock Ownership Plan (the “ESOP”) as to which Mr. Alter is a trustee. As of December 31, 2005, the ESOP held 940,816 shares as follows: 175,298 shares allocated to ESOP participants who direct the vote of such shares and as to which the ESOP trustees have no beneficial ownership; and 765,518 shares which, as of December 31, 2005, had not been allocated to ESOP participants. Shares of Class A Common Stock held by the ESOP, but not yet allocated or as to which ESOP participants have not made timely voting directions, are voted by the ESOP trustees in the same proportions as shares for which directions are received (subject to each trustee’s fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)). Mr. Alter disclaims beneficial ownership of the 765,518 unallocated shares held by the ESOP. |
(6) | Information as to shares held by AXA Financial, Inc. is based solely on a Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on February 14, 2006, whereby each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle (collectively, the “Mutuelles AXA”) and AXA reported that it has sole voting power as to 325,310 shares and sole dispositive power as to 750,809 shares, or 7.82% of the class. In addition, AXA Financial, Inc. reported that it has no voting or dispositive power over these shares. According to the Schedule 13G: (a) the Mutuelles AXA, as a group, acts as the parent holding company with respect to the holdings of certain AXA entities; (b) AXA owns AXA Financial, Inc. and acts as the parent holding company with respect to the holdings of AXA |
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Rosenberg Investment Management LLC; (c) and AXA Financial, Inc. acts as the parent holding company with respect to the holdings of (i) Alliance Capital Management L.P., an investment adviser, (ii) AXA Equitable Life Insurance Company, an insurance company and an investment advisor, and (iii) Frontier Trust Company, FSB, an investment advisor. The address of the Mutuelles AXA is 26, rue Drouot, 75009 Paris, France. The address of AXA is 25, avenue Matignon, 75008 Paris, France. The address of AXA Financial, Inc. is 1290 Avenue of the Americas, New York, NY 10104. | |
(7) | The ESOP has sole voting power as to 765,518 unallocated shares and shared voting power as to 175,298 shares that have been allocated to ESOP participants. The allocated shares are voted by the ESOP trustees as directed by ESOP participants. Shares of Class A Common Stock held by the ESOP, but not yet allocated or as to which ESOP participants have not made timely voting direction, are voted by the ESOP trustees in the same proportions as shares for which directions are received (subject to each trustee’s fiduciary responsibilities under Section 404 of ERISA). The ESOP trustees are Messrs. Alter, Rosoff, Olafsson, and Stolper. The address of the ESOP is Welsh and McKean Roads, P.O. Box 844, Spring House, PA 19477-0844. |
(8) | Information as to shares held by Dimensional Fund Advisors Inc. (“Dimensional”) is based solely on a Schedule 13G filed with the SEC on February 6, 2006. Dimensional has sole voting and dispositive power with respect to 781,822 shares, or 8.14% of the class. According to its Schedule 13G, Dimensional possesses investment and/or voting power over the shares in its role as financial advisor to four investment companies which own the shares. Dimensional disclaims beneficial ownership of the shares. The address of Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401. |
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Class A Common | Class B Common | |||||||||||||||
Amount and | Amount and | |||||||||||||||
Nature of | Nature of | |||||||||||||||
Beneficial | Percent | Beneficial | Percent | |||||||||||||
Ownership | of Class | Ownership(1) | of Class | |||||||||||||
Named Executive Officers/ Directors | ||||||||||||||||
Dennis Alter(2)(3)(4)(5) | 3,046,067 | 31.71 | % | 3,218,701 | 15.48 | % | ||||||||||
William A. Rosoff(5)(6) | 1,124 | * | 1,213,527 | 6.17 | % | |||||||||||
Named Executive Officers | ||||||||||||||||
Philip M. Browne(7) | 39,623 | * | 258,771 | 1.35 | % | |||||||||||
Christopher J. Carroll | 511 | * | 41,875 | * | ||||||||||||
David B. Weinstock | 1,032 | * | 68,909 | * | ||||||||||||
Directors | ||||||||||||||||
Robert S. Blank | 200 | * | 37,500 | * | ||||||||||||
Max Botel | 1,500 | * | 44,574 | * | ||||||||||||
Dana Becker Dunn | 0 | * | 24,030 | * | ||||||||||||
Ronald Lubner | 0 | * | 56,393 | * | ||||||||||||
Olaf Olafsson(5) | 0 | * | 147,500 | * | ||||||||||||
Michael A. Stolper(5)(8) | 0 | * | 55,750 | * | ||||||||||||
All current executive officers and directors as a group (12 persons)(1)(2)(3)(4)(5)(6)(7)(8) | 3,090,948 | 32.17 | % | 5,209,566 | 23.69 | % |
* | Represents less than 1% of the indicated class of the Company’s Common Stock outstanding as of April 1, 2006. |
(1) | Includes beneficial ownership of shares of Class B Common Stock issuable pursuant to the exercise of stock options that are currently exercisable or will become exercisable within 60 days from April 1, 2006, as follows: Mr. Alter, 1,825,000 shares; Mr. Rosoff, 720,000 shares; Mr. Browne, 147,500 shares and 18,560 shares owned by his wife as to which Mr. Browne disclaims beneficial ownership; Mr. Carroll, 13,750 shares; Mr. Weinstock, 28,750 shares; Mr. Blank, 37,500 shares; Mr. Botel, 35,500 shares; Ms. Dunn, 24,030 shares; Mr. Lubner, 49,500 shares; Mr. Olafsson, 55,500 shares; Mr. Stolper, 49,500 shares; and all current executive officers and directors as a group, 3,024,715 shares. |
(2) | Includes 551,695 shares of Class A Common Stock owned by a trust of which Linda Alter, the sister of Dennis Alter, is the beneficiary and pursuant to which Mr. Alter is sole trustee. Mr. Alter disclaims beneficial ownership of these shares. |
(3) | Includes: 454,703 shares of Class A Common Stock and 40,768 shares of Class B Common Stock held by a charitable foundation established by Mr. Alter, as to which Mr. Alter shares voting and dispositive powers; 41,399 shares of Class A Common Stock and 12,285 shares of Class B Common Stock, held by a trust established by Mr. Alter, through which he has made certain charitable gifts of shares and as to which Mr. Alter has sole voting and dispositive powers; and |
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200,000 shares of Class A Common Stock and 36,400 shares of Class B Common Stock held by a charitable foundation established by Mr. Alter, as to which Mr. Alter and his wife share voting and dispositive powers. Mr. Alter disclaims beneficial ownership of all such shares. | |
(4) | Does not include 1,010 shares of Class A Preferred Stock owned by the wife of Dennis Alter. |
(5) | Does not include shares held in trust for the benefit of employees of the Company participating in the ESOP as to which Messrs. Alter, Rosoff, Olafsson and Stolper are trustees. As of December 31, 2005, the ESOP held 940,816 shares of Class A Common Stock as follows: 175,298 shares allocated to ESOP participants who direct the vote of such shares and as to which the ESOP trustees have no beneficial ownership; and 765,518 shares which, as of December 31, 2005, had not been allocated to ESOP participants. Shares of Class A Common Stock held by the ESOP, but not yet allocated or as to which ESOP participants have not made timely voting direction, are voted by the ESOP trustees in the same proportions as shares for which directions are received (subject to each trustee’s fiduciary responsibilities under Section 404 of ERISA). Each of Messrs. Alter, Rosoff, Olafsson and Stolper disclaims beneficial ownership of the 765,518 unallocated shares held by the ESOP. |
(6) | Does not include 200,000 shares of Class A Common Stock and 36,400 shares of Class B Common Stock owned by a charitable foundation established by Mr. Alter as to which Mr. Rosoff has shared voting and dispositive power. Mr. Rosoff disclaims beneficial ownership of all such shares. These shares are reflected in the ownership table under Mr. Alter’s name. |
(7) | Includes 1,003 shares of Class A Common Stock and 6,687 shares of Class B Common Stock held by Mr. Browne’s wife. Mr. Browne disclaims beneficial ownership of all such shares. |
(8) | Does not include 454,703 shares of Class A Common Stock and 40,768 shares of Class B Common Stock owned by a charitable foundation established by Mr. Alter as to which Mr. Stolper has shared voting and dispositive power. Mr. Stolper disclaims beneficial ownership of all such shares. These shares are reflected in the ownership table under Mr. Alter’s name. |
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LONG TERM | |||||||||||||||||||||||||||
COMPENSATION | |||||||||||||||||||||||||||
AWARDS | |||||||||||||||||||||||||||
ANNUAL COMPENSATION | |||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||
Other Annual | Stock | Underlying | All Other | ||||||||||||||||||||||||
Name and | Compensation | Award(s) | Options/SARs | Compensation($) | |||||||||||||||||||||||
Principal Position | Year | Salary($) | Bonus($)(1) | ($)(2) | ($)(3) | (#) | (4)(5)(6)(7) | ||||||||||||||||||||
Dennis Alter | 2005 | $ | 583,558 | $ | 334,690 | $ | 207,345 | $ | 0 | 0 | $ | 52,175 | |||||||||||||||
Chairman of the Board and | 2004 | $ | 0 | (8) | $ | 18,788 | (8) | $ | 151,582 | $ | 0 | 100,000 | $ | 39,664 | |||||||||||||
Chief Executive Officer, Advanta Corp. | 2003 | $ | 0 | (8) | $ | 0 | (8) | $ | 136,322 | $ | 491,431 | 100,000 | $ | 31,487 | |||||||||||||
William A. Rosoff | 2005 | $ | 595,000 | $ | 443,538 | $ | 12,583 | $ | 0 | 0 | $ | 75,578 | |||||||||||||||
President and Vice | 2004 | $ | 595,000 | $ | 249,662 | $ | 0 | $ | 0 | 100,000 | $ | 44,966 | |||||||||||||||
Chairman of the Board, Advanta Corp. | 2003 | $ | 595,000 | $ | 155,000 | $ | 0 | $ | 0 | 100,000 | $ | 49,642 | |||||||||||||||
Philip M. Browne | 2005 | $ | 531,876 | $ | 101,755 | $ | 12,847 | $ | 0 | 0 | $ | 22,779 | |||||||||||||||
Senior Vice President and | 2004 | $ | 518,000 | $ | 124,515 | $ | 4,049 | $ | 0 | 30,000 | $ | 22,281 | |||||||||||||||
Chief Financial Officer, Advanta Corp. | 2003 | $ | 503,000 | $ | 14,871 | $ | 0 | $ | 0 | 30,000 | $ | 23,687 | |||||||||||||||
Christopher J. Carroll | 2005 | $ | 278,486 | $ | 11,394 | $ | 0 | $ | 0 | 0 | $ | 20,067 | |||||||||||||||
Chief Credit Officer, | 2004 | $ | 273,650 | $ | 46,003 | $ | 0 | $ | 0 | 15,000 | $ | 18,537 | |||||||||||||||
Advanta Corp. and Advanta Bank Corp. | 2003 | $ | 271,000 | $ | 3,750 | $ | 0 | $ | 0 | 15,000 | $ | 15,328 | |||||||||||||||
David B. Weinstock | 2005 | $ | 283,963 | $ | 25,128 | $ | 11,469 | $ | 0 | 0 | $ | 20,155 | |||||||||||||||
Vice President and Chief | 2004 | $ | 263,700 | $ | 25,657 | $ | 0 | $ | 0 | 15,000 | $ | 16,924 | |||||||||||||||
Accounting Officer, Advanta Corp. | 2003 | $ | 233,000 | $ | 4,796 | $ | 0 | $ | 0 | 20,000 | $ | 16,485 |
(1) | For 2005, includes the cash portion of bonuses pursuant to the Company’s AMIP V Program for all of the Named Executive Officers. For Mr. Rosoff, years 2005, 2004 and 2003 each also include a cash bonus payment of $155,000 pursuant to the terms of his employment agreement. For 2004, includes the cash portion of bonuses pursuant to the Company’s AMIP V Program for all of the Named Executive Officers other than Mr. Alter who relinquished his AMIP V bonus for performance year 2004, as described in footnote (8) below. For all of the Named Executive Officers other than Mr. Carroll, 2004 also includes the value of a non-cash bonus that was awarded during 2005 for performance year 2004. For 2003, includes the cash portion of bonuses pursuant to the Company’s AMIP V Program for Messrs. Browne, Carroll and Weinstock. |
(2) | For Mr. Alter, includes above-market interest earned on deferred compensation pursuant to the Company’s deferred compensation programs, in the amounts listed with respect to each year as follows: $5,479, $28,937 and $28,654 for 2005, 2004 and 2003, respectively. For 2005, includes a taxgross-up payment for tax liabilities related to income recognized for the value of the non-cash bonus awarded during 2005 for performance year 2004, as described in footnote (1) above, in the following amounts: Mr. Alter, $12,583; Mr. Rosoff, $12,583; Mr. Browne, $12,847; and Mr. Weinstock, $11,469. With respect to Messrs. Alter and Browne, the 2004 amount also includes taxgross-up payments of $5,779 and $4,049, respectively, for tax liabilities related to income recognized for travel expenses attributable to their spouses traveling with them to a Board of Directors meeting, as further described in this Proxy Statement under “Compensation of Board of Directors.” |
Also includes perquisites for a Named Executive Officer if the aggregate amount of such perquisites is equal to or greater than the lesser of $50,000 or 10% of such individual’s annual salary and bonus. For 2005, includes $189,283 of total perquisites for Mr. Alter, of which $93,262 relates to non-business use of Company transportation, including use of the Company’s |
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fractional interests in aircraft, and $76,163 relates to personal use of Company personnel. For 2004, includes $116,866 of total perquisites for Mr. Alter, of which $38,181 relates to non-business use of Company transportation, including use of the Company’s fractional interests in aircraft, and $50,440 relates to personal use of Company personnel. For 2003, includes $47,896, related to personal use of Company transportation, including use of the Company’s fractional interests in aircraft. The amounts reported for personal use of Company aircraft reflect a change in valuation methodology from 2003 (the first year that the Company owned any fractional interests in aircraft). For 2004 and 2005, personal use of Company aircraft was valued at the Company’s aggregate incremental operating cost. On some occasions, the executive’s family members or other guests may accompany the executive on a business flight, and on such occasions, there is minimal, if any, incremental cost to the Company under this methodology. For 2003, personal use of Company aircraft was calculated using the Standard Industrial Fare Level (SIFL) tables published by the Internal Revenue Service in its rules. The dollar aggregate value of perquisites and other personal benefits for each of the Named Executive Officers other than Mr. Alter for 2005, 2004 and 2003 did not exceed the lesser of $50,000 or 10% of the individual’s annual salary and bonus, as applicable. |
(3) | During 2003, Mr. Alter received an award of restricted shares of Class B Common Stock pursuant to the Company’s AMIP V program. The number of restricted shares issued to Mr. Alter is an amount equal to Mr. Alter’s target bonus for performance year 2005 divided by the applicable grant date price per share. Non-preferential dividends are paid on these restricted shares. Shares typically vest ten years after the date of grant, but may be eligible for accelerated vesting based on the extent to which individual and Company business and performance objectives are achieved in a given performance year. For a more detailed description of the Company’s AMIP V Program, see “Compensation Committee Report on Executive Compensation” in this Proxy Statement. Mr. Alter did not receive any restricted shares of Class B Common Stock under the Company’s AMIP V Program for performance years 2004 and 2003 due to his decision to forgo participation in the AMIP V Program for those years as part of his voluntary relinquishment of his base salary and annual bonus for those performance years. In exchange for Mr. Alter’s waivers of salary and bonus, during 2001 and 2002, respectively, Mr. Alter received grants of 700,000 and 800,000 options to purchase shares of the Company’s Class B Common Stock. |
At December 31, 2005, all of the unvested restricted shares of Class B Common Stock held by Messrs. Alter, Rosoff, Browne, Carroll and Weinstock were shares granted pursuant to the Company’s AMIP programs. The number of unvested restricted shares of Class B Common Stock held and the market value of such restricted shares at December 31, 2005 were as follows: Mr. Alter, 55,781 shares, $1,809,536; Mr. Rosoff, 61,550 shares, $1,996,682; Mr. Browne, 36,513 shares, $1,184,482; Mr. Carroll, 21,875 shares, $709,625; and Mr. Weinstock, 12,432 shares, $403,294. |
(4) | For 2005, includes matching contributions of $10,500 paid or payable by the Company to the accounts of Messrs. Alter, Rosoff, Browne, Carroll and Weinstock under the Employee Savings Plan, a 401(k) Plan, in respect of their 2005 participation in such plan. Also includes the value of shares of Class A Common Stock that were allocated to the accounts of Messrs. Rosoff, Browne, Carroll and Weinstock for 2005 pursuant to the ESOP. The number of shares allocated for 2005 and the market value at December 31, 2005 of such shares were as follows: Mr. Rosoff, 214 shares, $6,448; Mr. Browne, 214 shares, $6,448; Mr. Carroll, 203 shares, $6,116; and Mr. Weinstock, 213 shares, $6,418. |
(5) | For 2005, includes (i) the value of Company paid term life insurance provided to all salaried employees in an amount equal to two times annual salary (capped at $750,000), (ii) the value of the premiums and related tax reimbursements for Company paid disability term life insurance, and (iii) with respect to Mr. Browne, the premium for a Company paid term life insurance policy provided to Mr. Browne in the amount of $1,000,000. The aggregate value of these benefits to the named individuals is included in the figures for 2005 in the following |
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amounts: Mr. Alter, $8,800; Mr. Rosoff, $8,800; Mr. Browne, $5,831; Mr. Carroll, $3,451; and Mr. Weinstock, $3,237. | |
(6) | With respect to Messrs. Alter and Rosoff, the amounts shown in this column include benefits associated with certain split-dollar life insurance policies on the lives of each of Mr. Alter (including twosecond-to-die policies on the lives of Mr. Alter and his wife) and Mr. Rosoff, as to which the Company has made certain premium payments and the executive has the right to designate the beneficiary. In accordance with the terms of such policies, the Company will recover all of the cumulative premiums paid by the Company for the whole life portion of such policies. With respect to Messrs. Alter and Rosoff, the dollar value of the term life insurance benefit of these split-dollar life insurance policies is included for 2005 in the following amounts: Mr. Alter, $32,875; and Mr. Rosoff, $9,050. Premiums paid by the Company will be refunded to the Company on termination of the respective policies, and any cash surrender value in excess of such premiums may be paid to the beneficiary under the policy. Effective July 30, 2002, in response to the enactment of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Company stopped making split-dollar life insurance premium payments associated with such split-dollar life insurance policies for the benefit of executive officers. |
(7) | For 2005, includes interest paid or reimbursed by the Company pursuant to programs adopted by the Company’s Board of Directors, which interest accrued on the Named Executive Officer’s stock margin account in connection with margin loans against shares vested under the AMIP program, as follows: Mr. Rosoff, $40,780. Interest paid relates solely to loans that were in existence prior to the enactment of Sarbanes-Oxley. |
(8) | Under a compensation arrangement approved by the Board of Directors on November 16, 2001 and January 30, 2002, Mr. Alter voluntarily relinquished his base salary and annual AMIP bonus compensation for the 2002, 2003 and 2004 performance years in exchange for awards of 700,000 options and 800,000 options to purchase shares of Class B Common Stock. The compensation arrangement is also discussed in this Proxy Statement under “Compensation Committee Report on Executive Compensation.” |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-The-Money | |||||||||||||||||||||||
Shares | Options at FY-End(#) | Options at FY-End($)(1) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Dennis Alter | 0 | $ | 0 | 1,750,000 | 150,000 | $ | 41,667,800 | $ | 3,069,000 | |||||||||||||||
William A. Rosoff | 0 | $ | 0 | 678,666 | 150,000 | $ | 12,272,690 | $ | 3,069,000 | |||||||||||||||
Philip M. Browne | 0 | $ | 0 | 125,000 | 45,000 | $ | 2,900,738 | $ | 920,700 | |||||||||||||||
Christopher J. Carroll | 30,000 | $ | 549,525 | 3,750 | 21,250 | $ | 62,213 | $ | 430,438 | |||||||||||||||
David B. Weinstock | 28,060 | $ | 509,252 | 18,250 | 24,250 | $ | 344,338 | $ | 494,728 |
(1) | The value of unexercised,in-the-money options is the number of shares underlying options times the difference between the exercise price of the options and $32.44, the fair market value of the Class B Common Stock at December 31, 2005. |
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• | attract, retain and motivate management employees of high caliber and potential; | |
• | be competitive with respect to the market; | |
• | tie compensation to individual and Company performance; and | |
• | include long-term incentives that align the executive’s interests with the long-term interests of the Company’s other stockholders. |
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Compensation Committee |
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Indexed | 01/01 | 12/01 | 12/02 | 12/03 | 12/04 | 12/05 | ||||||||||||||||||
Advanta Corp. Class A Common Stock | 100.0 | 115.2 | 106.6 | 157.5 | 280.4 | 379.8 | ||||||||||||||||||
S&P 500 Index | 100.0 | 88.1 | 68.6 | 88.3 | 97.9 | 102.8 | ||||||||||||||||||
S&P 500 Financials Index | 100.0 | 91.1 | 77.9 | 101.7 | 112.6 | 119.6 | ||||||||||||||||||
Dow Jones U.S. Diversified Financial Index | 100.0 | 93.3 | 72.6 | 95.9 | 101.9 | — |
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Olaf Olafsson | William A. Rosoff | Michael Stolper |
Max Botel | Ronald Lubner |
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Dennis Alter | Dana Becker Dunn | Robert S. Blank |
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Audit Committee |
• | review and evaluate the Company’s internal accounting and auditing procedures; | |
• | select and engage the firm to be appointed as the independent registered public accounting firm to audit the Company’s financial statements; | |
• | review with management and the independent registered public accounting firm the Company’s quarterly and year-end operating results; | |
• | review the scope and results of the audit with the independent registered public accounting firm; and | |
• | consider the independence of the independent registered public accounting firm. |
Compensation Committee |
• | review and approve Company-wide benefit programs and executive compensation programs; | |
• | review and approve, where appropriate, individual compensation arrangements for the Company’s executive officers; | |
• | recommend and approve compensation arrangements for outside Directors; and | |
• | serve in an advisory capacity to the full Board regarding compensation matters. |
Nominating Committee |
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• | identify and recommend to the Board of Directors individuals to serve on the Board; | |
• | consider director candidates recommended by stockholders, as described below; and | |
• | periodically review and evaluate the size and composition of the Board and recommend to the Board any proposed changes. |
Procedure for Nominating Director Candidates for Election to the Board |
Procedure for Recommending Director Candidates to the Nominating Committee |
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• | Any information relevant to a determination of whether the nominee meets the criteria described below under the heading “Director Qualifications;” | |
• | Any information regarding the nominee relevant to a determination of whether the nominee would be barred from being considered independent under applicable Nasdaq or SEC rules or, alternatively, a statement that the nominee would not be so barred; | |
• | A statement, signed by the nominee verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation; and | |
• | If the recommending stockholder, or group of stockholders, has beneficially owned more than 5% of the Company’s voting stock for at least one year as of the date of recommendation, evidence of such beneficial ownership. |
Director Qualifications |
Evaluation of Director Candidates by the Nominating Committee |
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Corporate Governance Committee |
• | an annual retainer of $50,000 for service on the Board; | |
• | an annual retainer of $20,000 for service on a Board committee (other than as a Board committee chairperson, in which case the annual retainer $30,000); | |
• | payments of $1,000 per day for each Board or Board committee meeting attended (chairpersons are paid $1,500 per day for each Board committee meeting they chair); and | |
• | a grant of stock options under the Company’s 2000 Omnibus Stock Incentive Plan, consisting of 15,000 options to purchase Class B Common Stock upon appointment to the Board of Directors and, for each subsequent year, an annual grant, generally on the fourth Wednesday in January, of 9,000 options to purchase Class B Common Stock. In each case the options are granted at an exercise price equal to the fair market value of such stock on the grant date and become exercisable on the anniversary of the grant date at the rate of 25% per year for four years, and expire ten years from the grant date. |
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Audit Committee |
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Mark Here for | o | |||
Address Change or | ||||
Comments | ||||
PLEASE SEE REVERSE SIDE | ||||
FOR | WITHHOLD AUTHORITY | ||||||||
the three nominees for director listed | to vote for the three nominees for director listed below | ||||||||
below | |||||||||
1. | Election of Directors: | o | o | ||||||
Nominees: | |||||||||
01 Olaf Olafsson | |||||||||
02 William A. Rosoff | |||||||||
03 Michael Stolper | |||||||||
INSTRUCTION:To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list above. |
FOR | AGAINST | ABSTAIN | ||||||
2. | Ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2006. | o | o | o |
3. | To transact such other business as may properly come before the meeting. | |||||||
If not otherwise specified, the shares will be voted FOR the election of the three nominees for director and FOR proposal 2.This proxy delegates authority to vote with respect to all other matters upon which the undersigned is entitled to vote and which may come before the meeting or any adjournment or postponement thereof. | ||||||||
The undersigned hereby revokes all previous proxies for such meeting and hereby acknowledges receipt of the notice of the meeting, proxy statement and the Annual Report on Form 10-K of Advanta Corp. furnished herewith. |
PLEASE SIGN AND MAIL PROMPTLY. | ||
Signature | Signature | Dated | , 2006 | |||||||||
24 Hours a Day, 7 Days a Week
the day prior to annual meeting day.
manner
as if you marked, signed and returned your proxy card.
Internet | Telephone | |||||||||||||
http://www.proxyvoting.com/advna | 1-866-540-5760 | Mark, sign and date | ||||||||||||
Use the internet to vote your proxy. Have your proxy card in hand when you access the web site. | OR | Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. | OR | your proxy card and return it in the enclosed postage-paid envelope. | ||||||||||
NOT need to mail back your proxy card.
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PROXY | |||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF | |||
ADVANTA CORP. |
Address Change/Comments (Mark the corresponding box on the reverse side) | ||||