UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
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
|
JOS. A. BANK CLOTHIERS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ
|
|
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
JOS. A. BANK CLOTHIERS, INC.
500 Hanover Pike
Hampstead, Maryland 21074
Dear Stockholder:
You are cordially invited to attend the 2008 Annual Meeting of Stockholders of Jos. A. Bank
Clothiers, Inc., which will be held at the Companys corporate offices, 500 Hanover Pike,
Hampstead, Maryland, commencing at 10:00 a.m., local time, on Thursday, June 19, 2008.
The following pages contain the formal notice of the Annual Meeting and the related Proxy
Statement. The Companys Annual Report on Form 10-K for the fiscal year ended February 2, 2008 is
enclosed with these materials.
Issues to be considered and voted on at the Annual Meeting are set forth in the Proxy
Statement. You are encouraged to carefully review the Proxy Statement and attend the Annual
Meeting in person. Whether or not you plan to attend the Annual Meeting, I hope you will vote as
soon as possible by promptly signing, dating and returning the enclosed proxy card in the
accompanying reply envelope. If you attend the Annual Meeting and wish to change your proxy vote,
you may do so automatically by voting in person at the Annual Meeting.
I look forward to meeting you on June 19
th
and discussing with you the business of
your company.
|
|
|
|
|
Sincerely,
|
|
|
|
|
|
|
|
|
Robert N. Wildrick,
Chief Executive Officer and Executive Chairman
|
May 16, 2008
JOS. A. BANK CLOTHIERS, INC.
500 Hanover Pike
Hampstead, Maryland 21074
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
JUNE 19, 2008
|
|
|
|
|
|
|
Time and Date
|
|
10:00 a.m., local time, on June 19, 2008
|
|
|
|
|
|
|
|
Place
|
|
Our corporate offices, 500 Hanover Pike, Hampstead, Maryland
|
|
|
|
|
|
|
|
Items of Business
|
|
(1
|
)
|
|
|
To elect one director for a term expiring at our 2011 Annual Meeting of
Stockholders, or at such later time as the directors successor has been duly elected and
qualified;
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
To ratify the appointment of our registered public accounting firm for the
fiscal year ending January 31, 2009; and
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
To consider such other business as may properly come before the Annual Meeting.
|
|
|
|
|
|
|
|
Adjournments and
Postponements
|
|
Any action on the items of business described above may be considered at the Annual Meeting at the time and on the
date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
|
|
|
|
|
|
|
|
Record Date
|
|
You are entitled to vote only if you were a Jos. A. Bank stockholder as of the close of business on April 30, 2008.
|
|
|
|
|
|
|
|
Meeting Admission
|
|
You are entitled to attend the Annual Meeting only if you were a Jos. A. Bank stockholder as of the close of
business on the Record Date or hold a valid proxy for the Annual Meeting. You should be prepared to present photo
identification for admittance.
|
|
|
|
|
|
|
|
|
|
If you are not a stockholder of record but hold shares through a broker, trustee or other nominee (i.e., in street
name), you should be prepared to provide proof of beneficial ownership as of the Record Date, such as your most
recent account statement dated prior to the Record Date, a copy of the voting instruction card provided by your
broker, trustee or other nominee, or other similar evidence of ownership. If you do not provide photo
identification or comply with the other procedures outlined above upon request, you may not be admitted to the
Annual Meeting.
|
|
|
|
|
|
|
|
Voting
|
|
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this
Proxy Statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or
voting instructions for the Annual Meeting by completing, signing, dating and returning your proxy or voting
instruction card in the pre-addressed envelope provided. For specific instructions on how to vote your shares,
please refer to the Questions and Answers section beginning on page 1 of the Proxy Statement and to the
instructions on the proxy or voting instruction card.
|
|
|
|
|
|
|
|
May 16, 2008
|
|
|
|
|
By order of the Board of Directors,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles D. Frazer, Secretary
|
JOS. A. BANK CLOTHIERS, INC.
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 19, 2008
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
Q: Why am I receiving these materials?
A:
The Board of Directors (the Board) of Jos. A. Bank Clothiers, Inc., a Delaware corporation
(Jos. A. Bank, the Company, our or we), is providing these proxy materials to you in connection
with the Boards solicitation of proxies for our 2008 Annual Meeting of Stockholders (the Annual
Meeting), which will take place on June 19, 2008. As a stockholder, you are invited to attend the
Annual Meeting and are entitled and requested to vote on the items of business described in this
Proxy Statement. This Proxy Statement and accompanying proxy card are being mailed on or about May
16, 2008 to all stockholders entitled to vote at the Annual Meeting.
Q: What information is contained in this Proxy Statement?
A:
The information included in this Proxy Statement relates to the proposals to be voted on at
the Annual Meeting, the voting process, the compensation of our directors and most highly paid
executive officers and certain other required information.
Q: Has the information contained in this Proxy Statement been adjusted to reflect the stock
dividends previously distributed by the Company?
A:
The Company has previously distributed three stock dividends: a 50% stock dividend, with a
record date of January 30, 2004 and a distribution date of February 18, 2004; a 25% stock dividend,
with a record date of July 30, 2004 and a distribution date of August 18, 2004; and a 25% stock
dividend, with a record date of January 27, 2006 and a distribution date of February 15, 2006. The
three stock dividends are herein collectively referred to as the Stock Dividends. All references
to shares, earnings per share, options, exercise prices, market prices or values and similar
information which may be affected by a stock dividend have been adjusted to reflect the Stock
Dividends.
Q: How may I obtain Jos. A. Banks Annual Report on
Form 10-K
for the year ended February 2,
2008?
A:
We have enclosed with this Proxy Statement a copy of our Annual Report on Form 10-K for the
fiscal year ended February 2, 2008 (Fiscal 2007). We filed our Annual Report on Form 10-K with
the Securities and Exchange Commission on April 10, 2008. Our Annual Report on Form 10-K and our
other filings with the Securities and Exchange Commission can be accessed through our website at
www.josbank.com
.
-1-
Q: What items of business will be voted on at the Annual Meeting?
A:
The items of business scheduled to be voted on at the Annual Meeting are:
|
|
|
The election of one director for a term expiring at our 2011 Annual Meeting
of Stockholders, or at such later time as the directors successor has been duly elected
and qualified; and
|
|
|
|
|
The ratification of the appointment of our registered public accounting firm
for the fiscal year ending January 31, 2009 (Fiscal 2008).
|
We will also consider other business that properly comes before the Annual Meeting.
Q: How does the Board recommend that I vote?
A:
Our Board recommends that you vote your shares FOR the nominee to the Board; and FOR the
ratification of the appointment of our registered public accounting firm for Fiscal 2008.
Q: What shares can I vote?
A:
Each share of our common stock issued and outstanding as of the close of business on April
30, 2008 (the Record Date) is entitled to one vote on each of the matters to be voted upon at the
Annual Meeting.
You may vote all shares owned by you as of the Record Date, including (1) shares held directly in
your name as the stockholder of record, and (2) shares held for you as the beneficial owner through
a broker, trustee or other nominee (collectively, a Broker).
On the Record Date we had 18,184,371 shares of common stock issued and outstanding.
Q: What is the difference between holding shares as a stockholder of record and beneficially in
street name?
A:
A stockholder of record holds shares in his or her own name. Beneficial owners who hold
shares in street name hold their shares through a third party, such as a Broker. Most of our
stockholders hold their shares beneficially in street name through a Broker rather than directly in
their own names. As summarized below, there are some distinctions between shares held of record
and those held in street name:
Stockholder of Record
You are the stockholder of record of any of your shares registered directly in your name with our
transfer agent, Continental Stock Transfer and Trust Company. With respect to such shares, these
proxy materials are being sent to you by Jos. A. Bank. As the stockholder of record, you have the
right to grant your voting proxy directly to our designees, Robert N. Wildrick and Charles D.
Frazer, or to vote in person at the Annual Meeting. We have enclosed or sent a proxy card for you
to use.
Shares beneficially held in Street Name
You hold your shares in street name with respect to any of your shares held by a Broker. With
respect to such shares, these proxy materials, together with a voting instruction card, are being
forwarded to you by your Broker. As the beneficial owner, you have the right to direct your Broker
how to vote and you are also invited to attend the Annual Meeting.
-2-
Since a beneficial owner that holds shares in street name is not the stockholder of record, you may
not vote these shares in person at the Annual Meeting unless you obtain a legal proxy or other
evidence of your beneficial ownership from your Broker giving you the right to vote the shares at
the Annual Meeting. Your Broker has enclosed or provided voting instructions for you to use in
directing your Broker how to vote your shares.
Q: How can I attend the Annual Meeting?
A:
You are entitled to attend the Annual Meeting only if you were a Jos. A. Bank stockholder as
of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting.
You should be prepared to present photo identification for admittance. A list of stockholders
eligible to vote at the Annual Meeting will be available for inspection at the Annual Meeting and
for a period of ten days prior to the Annual Meeting during regular business hours at our principal
executive offices, which are located at 500 Hanover Pike, Hampstead, Maryland 21074.
If you are not a stockholder of record but hold your shares through a Broker in street name, you
should provide proof of beneficial ownership on the Record Date, such as a legal proxy, your most
recent account statement dated prior to the Record Date, a copy of the voting instruction card
provided by your Broker or other similar evidence of ownership. If you do not provide photo
identification or comply with the other procedures outlined above upon request, you may not be
admitted to the Annual Meeting.
The Annual Meeting will begin promptly at 10:00 a.m., local time. Check-in will begin one-half
hour prior to the meeting. Please allow ample time for the check-in procedures.
Q: May I vote my shares in person at the Annual Meeting?
A:
Shares held in your name as the stockholder of record may be voted in person at the Annual
Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal
proxy or other evidence of beneficial ownership from your Broker giving you the right to vote the
shares.
Even if you plan to attend the Annual Meeting, we recommend that you also submit your
proxy or voting instructions as described below so that your vote will be counted if you later
decide not to attend the Annual Meeting.
Q: How can I vote my shares without attending the Annual Meeting?
A:
Whether you hold shares directly as the stockholder of record or beneficially in street name,
you may direct how your shares are voted without attending the Annual Meeting. If you are a
stockholder of record, you may vote by submitting a proxy. If you hold shares beneficially in
street name, you may vote by submitting voting instructions to your Broker. For directions on how
to vote, please refer to the instructions below and those included on your proxy card or, for
shares held beneficially in street name, the voting instruction card provided by your Broker.
Stockholders of record may submit proxies by completing, signing and dating their proxy cards and
mailing them in the accompanying pre-addressed envelopes. Stockholders who hold shares
beneficially in street name may vote by mail by completing, signing and dating the voting
instruction cards provided and mailing them in the accompanying pre-addressed envelopes.
-3-
Q: Can I change my vote?
A:
Yes. You may change your vote at any time prior to the vote at the Annual Meeting. If you
are the stockholder of record, you may change your vote by granting a new proxy bearing a later
date (which
automatically revokes the earlier proxy), by providing a written notice of revocation to our
Secretary prior to your shares being voted, or by attending the Annual Meeting and voting in
person. For shares you hold beneficially in street name, you may change your vote by submitting
new voting instructions to your Broker, or, if you have obtained a legal proxy or other evidence of
beneficial ownership from your Broker giving you the right to vote your shares, by attending the
Annual Meeting and voting in person. Without taking one of the actions described above, attendance
at the Annual Meeting will not cause your previously granted proxy or voting instructions to be
revoked.
Q: Who can help answer my questions?
A:
If you have any questions about the Annual Meeting or how to vote or revoke your proxy or if
you need additional copies of this Proxy Statement or voting materials, please contact our Investor
Relations Department at (410) 239-5900.
Q: Is my vote confidential?
A.
Proxy instructions, ballots and voting tabulations that identify individual stockholders are
handled in a manner that protects your voting privacy. Your vote will not be disclosed either
within Jos. A. Bank or to third parties, except: (1) as necessary to meet applicable legal
requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to
facilitate a successful proxy solicitation.
Q: How many shares must be present or represented to conduct business at the Annual Meeting?
A:
In order to hold and transact business at the Annual Meeting, a majority of outstanding
shares of Jos. A. Bank common stock entitled to vote must be present in person or represented by
proxy. Both abstentions and broker non-votes are counted for the purpose of determining the
presence of a quorum.
Q: How are votes counted?
A:
In the election of the director, you may vote FOR the nominee or you may WITHHOLD
AUTHORITY with respect to the nominee.
For other items of business, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN, the
abstention has the same effect as a vote AGAINST.
If you provide specific instructions with regard to certain items, your shares will be voted as you
instruct on such items. If you sign your proxy card or voting instruction card without giving
specific instructions, your shares will be voted in accordance with the recommendations of the
Board (in the case of this Annual Meeting, FOR our nominee to the Board; FOR the ratification
of the selection of our registered public accounting firm; and in the discretion of the proxy
holders on any other matters that properly come before this Annual Meeting).
Q: What is the voting requirement to approve each of the proposals?
A:
The affirmative vote of a plurality of the shares of common stock present in person or
represented by proxy and entitled to vote at the Annual Meeting is required to elect the director.
In the election of the director, the person receiving the highest number of FOR votes at the
Annual Meeting will be elected. A properly executed proxy marked WITHHOLD AUTHORITY with respect
to the election of the director will not be voted in favor our nominee, although it will be counted
for purposes of determining whether there is a quorum.
-4-
The affirmative vote of a majority of the shares of common stock present in person or represented
by proxy and entitled to vote at the Annual Meeting is required to ratify the selection of our
registered public accounting firm.
If you hold shares beneficially in street name and do not provide your Broker with voting
instructions, your shares may constitute broker non-votes. Generally, broker non-votes occur on
a matter when a Broker is not permitted to vote on that matter without instructions from the
beneficial owner and instructions are not given. In tabulating the voting result for any
particular proposal, shares that constitute broker non-votes are not considered entitled to vote on
that proposal. Thus, broker non-votes will not affect the outcome of the proposal to elect the
director or the proposal to ratify the selection of our registered public accounting firm, assuming
that a quorum is obtained.
Q: What happens if additional matters are presented at the Annual Meeting?
A:
We are not aware of any business to be acted upon at the Annual Meeting other than the two
items of business described in this Proxy Statement. If you grant a proxy, the persons named as
proxy holders, Robert N. Wildrick and Charles D. Frazer, will have the discretion to vote your
shares on any additional matters properly presented for a vote at the Annual Meeting. If for any
unforeseen reason our director nominee is unavailable to stand for
election, the proxy holders will vote your proxy for such other candidate as may be nominated by our
Nominating and Governance Committee.
Q: Who will serve as inspector of elections?
A:
The inspector of elections will be a representative of Jos. A. Bank.
Q: What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this
Proxy Statement and multiple proxy cards or voting instruction cards. For example, you may receive
a separate voting instruction card for each brokerage account in which you hold shares. If you are
a stockholder of record and your shares are registered in more than one name, you will receive more
than one proxy card. Please complete, sign, date and return each proxy card and voting instruction
card that you receive.
Q: How may I obtain a separate set of voting materials?
A:
Securities and Exchange Commission rules permit companies and intermediaries such as Brokers
to satisfy delivery requirements for proxy statements and annual reports with respect to two or
more stockholders sharing the same address by delivering a single proxy statement and annual report
addressed to those stockholders. This process, which is commonly referred to as householding,
potentially provides extra convenience for stockholders and cost savings for companies. Some
Brokers household proxy materials and annual reports, delivering a single proxy statement and
annual report to multiple stockholders sharing an address, although each stockholder will receive a
separate proxy card. Once you have received notice that your Broker will be householding
materials to your address, householding will continue until you are notified otherwise or until
you revoke your consent. If at any time you no longer wish to participate in householding and
would prefer to receive a separate proxy statement and annual report, please notify your Broker.
If you would like to receive a separate copy of this years Proxy Statement and/or Annual Report on
Form 10-K, please visit our website,
www.josbank.com
(click Investor Relations and then click
Information Request). You may also contact our Investor Relations Department at 500 Hanover Pike,
Hampstead, Maryland 21074, telephone: (410) 239-5900 and we will promptly deliver the Proxy
Statement and/or Annual Report on Form 10-K upon your request.
-5-
Q: Who will bear the cost of soliciting votes for the Annual Meeting?
A:
Jos. A. Bank is making this solicitation and will pay the entire cost of preparing, printing,
assembling, mailing and distributing these proxy materials and soliciting votes. In addition to
the mailing of these proxy materials, the solicitation of proxies or votes may be made in person,
by telephone or by electronic communication by our directors, officers and employees. These
individuals will not receive any additional compensation for any solicitation activities. Upon
request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for
forwarding proxy and solicitation materials to stockholders.
Q: Where can I find the voting results of the Annual Meeting?
A:
We intend to announce preliminary voting results at the Annual Meeting and publish final
results in our Quarterly Report on Form 10-Q for the quarter ending August 2, 2008.
Q: What is the deadline for submitting proposals for inclusion in Jos. A. Banks proxy statement
for the 2009 Annual Meeting of Stockholders?
A:
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange
Act), stockholders may present proper proposals for inclusion in our Proxy Statement relating to,
and for consideration at, the 2009 Annual Meeting of Stockholders by submitting their proposals to
us in a timely manner. Such proposals will be so included if received at our principal executive
offices not later than January 19, 2009 and if they otherwise comply with the requirements of Rule
14a-8.
Q: What is the deadline to propose actions for consideration at next years Annual Meeting of
Stockholders or to nominate individuals to serve as directors?
A:
You may submit proposals, including director nominations, for consideration at future
stockholder meetings.
Notice Deadlines
In order for a stockholder proposal, including director nominations, to be considered at an Annual
Meeting of Stockholders, a timely notice to the Secretary of such proposal and/or nominations must
be delivered to or mailed and received at our principal executive offices no later than the date
which is 120 calendar days prior to the anniversary date of the previous Annual Meeting of
Stockholders, which date for the 2009 Annual Meeting of Stockholders will be February 19, 2009. In
the event that the date of the Annual Meeting of Stockholders is advanced by more than 60 days or
delayed by more than 90 days from such anniversary, notice by the stockholder to be timely must be
so received not earlier than the one hundred twentieth day prior to such Annual Meeting of
Stockholders and not later than the close of business on the later of (1) the sixtieth day prior to
such Annual Meeting of Stockholders or (2) the tenth day following the date on which notice of the
date of the Annual Meeting of Stockholders was mailed or public disclosure thereof was made,
whichever first occurs.
-6-
Stockholders Proposals
As to each matter of business a stockholder proposes to bring before the Annual Meeting of
Stockholders, the timely notice shall set forth the following:
|
|
|
a brief description of the business desired to be brought before the Annual
Meeting of Stockholders and the reasons for conducting such business at the
Annual Meeting of Stockholders;
|
|
|
|
|
the name and address, as they appear on our books, of the stockholder
proposing such business;
|
|
|
|
|
the number of shares of our common stock which are beneficially owned by the
stockholder;
|
|
|
|
|
any material interest of the stockholder in such business; and
|
|
|
|
|
any other information that is required to be provided by the stockholder
pursuant to Regulation 14A under the Exchange Act, in his capacity as a
proponent of a stockholder proposal.
|
Nomination of Director Candidates
To be considered at an Annual Meeting of Stockholders, nominations of persons for election to our
Board must be properly brought before an Annual Meeting of Stockholders in accordance with the
provisions of our Amended and Restated Bylaws. For a stockholder to properly bring nominations
before an Annual Meeting of Stockholders, the stockholder must have given timely notice thereof in
writing to our Secretary.
In the case of nominations, the notice shall set forth as to each person whom the stockholder
proposes to nominate for election or re-election as a director the following:
|
|
|
the name, age, business address and residence address of the nominee;
|
|
|
|
the principal occupation or employment of the nominee;
|
|
|
|
the number of shares of our common stock that are beneficially owned by the
nominee;
|
|
|
|
a description of all arrangements or understandings between the stockholder
and each nominee and any other person or persons (naming each person or
persons) pursuant to which the nominations are to be made by the stockholder;
and
|
|
|
|
any other information relating to the nominee that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act (including without limitation such persons written consent to being named
in the proxy statement, if any, as a nominee and to serving as a director if
elected).
|
In addition, each stockholder making such nominations, must provide, as to such
stockholder:
|
|
|
the stockholders name and address as they appear on our books;
|
|
|
|
the number of shares of our common stock which are beneficially owned; and
|
|
|
|
any material arrangement or relationship with each nominee.
|
-7-
Copy of Amended and Restated Bylaw Provisions
You may contact the Secretary of Jos. A. Bank at our principal executive offices for a copy of the
relevant provisions of our Amended and Restated Bylaws regarding the requirements for making
stockholder proposals and nominating director candidates.
PROPOSAL ONE: ELECTION OF DIRECTORS
Our Board currently consists of six members and is divided into three classes. Each class
holds office for a term of three years. This years nominee for director, Robert N. Wildrick (the
Director Nominee), was nominated by the Nominating and Governance Committee of the Board for re-election to the Board for a term of three years
expiring at the 2011 Annual Meeting of Stockholders or at such later time as his successor is duly
elected and qualified. It is the current policy of the Nominating and Governance
Committee that no sitting director who has served for twenty (20) or more years, or whose next term
would be scheduled to expire after he or she has served for twenty (20) or more years, shall be
nominated by the Committee to stand for re-election. David A. Preiser, a current director whose
term expires at the Annual Meeting, has served as a director since 1990 and therefore, in
accordance with this policy, will not be nominated for re-election. Effective as of the Annual
Meeting and unless and until the Board takes further action, our Board will consist of five
members.
Mr. Wildrick is currently a director of the Company. If he should become unavailable for
election at the time of the Annual Meeting, the shares represented by the proxies solicited for the
Annual Meeting will be voted for such substitute nominee as may be determined by the Nominating and
Governance Committee. The Board has no reason to expect that Mr. Wildrick will not be a candidate
for director at the Annual Meeting. In the election of the director, you may vote FOR the
Director Nominee or you may WITHHOLD AUTHORITY with respect to the Director Nominee. Unless a
stockholder withholds authority on the proxy card with respect to the Director Nominee, the shares
represented by the accompanying proxy will be voted FOR the election of the Director Nominee.
The election of a director requires the affirmative vote of a plurality of the shares of
common stock present or represented and entitled to vote at the Annual Meeting.
Certain information concerning the Director Nominee and those directors whose terms of office
will continue following the Annual Meeting is set forth below.
Recommendation of the Board of Directors
The Board of Directors recommends that the stockholders vote FOR the election of Mr. Wildrick.
Director Nominee Standing for Election for a Term Expiring in 2011
Robert N. Wildrick
has served as one of our directors since 1994, as our Chief Executive Officer
since November 1999 and as our Executive Chairman since April 2007. As Executive Chairman and Chief
Executive Officer, Mr. Wildrick is the liaison between the management of the Company and the Board
and has supervisory authority over all other officers of the Company. Mr. Wildrick was our
President from December 1999 to April 2007. Mr. Wildrick was Director, President and Chief
Executive Officer of Venture Stores, Inc., a publicly traded family value retailer, from April 1995
to May 1998 and was Chairman of its board of directors from January 1996 to May 1998. From 1976 to
April 1995, Mr. Wildrick was employed by Belk Stores Services, a retailing company, in various
capacities, including Corporate Executive Vice President for Merchandise and Sales Promotion, Chief
Merchandising Officer,
Senior Vice President (Corporate) and General Manager. Mr. Wildrick is a current member of the
board of directors of the Pride of Baltimore and a former member of the boards of directors of The
Fashion Association and Goodwill Industries International, Inc.
-8-
Directors Whose Terms Expire in 2009
Andrew A. Giordano
has served as one of our directors since 1994 and as our Chairman of the Board
since May 1999. He was interim Chief Executive Officer of Jos. A. Bank from May 1999 to October
1999. Mr. Giordano has been the Principal of The Giordano Group, Limited, a diversified consulting
firm, since its founding in February 1993. Since 2003, he has also been Chairman of the Board of
Mattress Discounters, a privately owned manufacturer and retailer. Mr. Giordano serves as Chairman
of the Compensation Committee of Dale Carnegie and Associates, a privately owned provider of
personal advancement training, where he has been a Director since 2001. He has also served as a
Director of the Navy, Marine Corps Residence Foundation and the Navy Memorial Foundation. Mr.
Giordano retired from his position as CEO, Naval Supply Systems Command and Chief of the Navy
Supply Corps with the rank of Rear Admiral.
William E. Herron
has served as one of our directors since April 2005. Since January 2002, Mr.
Herron has been self-employed as a strategic consultant to companies seeking to initiate business
with the federal government. From 1982 through December 2001, Mr. Herron was a partner in Arthur
Andersen, having served in its Accounting and Audit practice from 1982 until 1994 and in its
Business Consulting practice from 1995 until 2001. Among his other duties with Arthur Andersen,
Mr. Herron was the Managing Partner of the firms Office of Government Services. Mr. Herron was a
licensed CPA for over 30 years and is a current member of the American Institute of Certified
Public Accountants and Pennsylvania Institute of Certified Public Accountants. He has served on the
boards of directors of several privately held companies including as chair of an audit committee.
He has been active for over 30 years on boards of civic and charitable institutions. Mr. Herron is
a retired Rear Admiral from the U.S. Naval Reserve.
Directors Whose Terms Expire in 2010
Gary S. Gladstein
has served as one of our directors since 1990. Mr. Gladstein is an independent
investor and has been a Senior Consultant to Soros Fund Management LLC, an investment advisory
firm, since January 2000. From 1989 to December 1999, he was a Managing Director and the Chief
Operating Officer of Soros Fund Management LLC. Mr. Gladstein is a Director of Mueller Industries,
Inc. (NYSE: MLI) and IRSA Inversiones y Representaciones S.A. (NYSE: IRS). Mr. Gladstein is a
director of several private companies and not-for-profit organizations including the University of
Connecticut Foundation, The Samuel Waxman Cancer Research Foundation at Mt. Sinai Hospital, The
Abraham Fund Initiatives and BBYO.
Sidney H. Ritman
has served as one of our directors since July 2005. Mr. Ritman is the founder,
owner and operator of Toni Industries, Inc. and Giorgio San Angelo, LLC, importers and sellers of
womens clothing. Mr. Ritman has an extensive background in international sourcing for U.S. and
European apparel retailers, including fifteen years in residence in Hong Kong as the Managing
Director of Armstrong Industries, Ltd., a sourcing agent which had offices in seven countries. In
1987, Mr. Ritman organized the sale of Armstrong to Colby-Staton International, a Hong Kong-based
sourcing company, for which Mr. Ritman served as a consultant and director until 1997. Mr. Ritman
is a former trustee of Rollins College, Winter Park, Florida and The Brunswick School, Greenwich,
Connecticut. Mr. Ritman is a former United States Marine Corps officer, having served on active
duty and in the Marine Forces Reserve for nine years.
-9-
Board Independence
The Board has affirmatively determined that each of our non-employee directors- Messrs.
Giordano, Gladstein, Herron, Preiser and Ritman (individually, an Independent Director and
collectively, the Independent Directors)- is an independent director as defined in Rule
4200(a)(15) of the National Association of Securities Dealers listing standards (the Nasdaq
Rules). In making this determination, the Board found that none of the Independent Directors had
a material or other disqualifying relationship with the Company. In Fiscal 2007, the Independent
Directors met in executive session at regularly scheduled meetings in accordance with Rule
4350(c)(2) of the Nasdaq Rules.
Committees of the Board of Directors
The Board has a standing Audit Committee, Compensation Committee and Nominating and Governance
Committee. In addition, in September, 2007, the Board formed a Special Litigation Committee. The
Boards Incentive Plan Committee was inactive during Fiscal 2007 and has now been disbanded. The
administration of the Companys Equity Incentive Plans, which had been the responsibility of the
Incentive Plan Committee, is now handled by the Compensation Committee, which is composed entirely
of independent directors. The members and primary responsibilities of the active committees of the
Board are as follows:
Audit Committee
The Audit Committee, comprised of Messrs. Giordano, Gladstein and Herron (Chairman), assists
the Board with the oversight of: (1) the integrity of our financial statements; (2) the
qualifications and independence of our registered public accounting firm; (3) the performance of
our registered public accounting firm; (4) the adequacy of our systems of internal accounting and
financial controls; and (5) our compliance with ethics policies and legal and regulatory
requirements. As required by applicable law, rules or regulations and otherwise to the extent it
deems necessary or appropriate, the Committee also reviews and approves all related party
transactions.
The Audit Committee is directly responsible for the appointment, compensation and oversight of
the work of our registered public accounting firm (including resolution of disagreements between
management and our registered public accounting firm regarding financial reporting) for the purpose
of preparing or issuing an audit report or related work. Our registered public accounting firm
reports directly to the Audit Committee. The Audit Committee has the authority, to the extent it
deems necessary or appropriate to carry out its duties, to retain independent legal, accounting or
other advisors. We cover all payments to these independent advisors. The Audit Committee has
established procedures for the receipt, retention and treatment of complaints received by us
regarding accounting, internal accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable accounting or auditing
matters.
The Board has determined that Mr. Herron is an audit committee financial expert, as such
term is defined in Item 407(d)(5)(ii) of Regulation S-K. All members of the Audit Committee are
independent directors as defined in Rule 4200(a)(15) of the Nasdaq Rules and Rule 10A-3 of the
Exchange Act.
The Audit Committee operates pursuant to a charter, which has been duly adopted by the Board.
A current copy of the charter is available on our website at
www.josbank.com
.
-10-
Compensation Committee
The Compensation Committee, comprised of Messrs. Giordano (Chairman), Gladstein and Ritman,
determines the compensation of the Chief Executive Officer and other executive officers of the
Company in accordance with Rule 4350(c)(3) of the Nasdaq Rules; and may advise the Board, or take
other action, on other matters of compensation. Mr. Preiser had been the Chairman of the
Compensation Committee until he resigned from the committee in April 2008. Also in April 2008, Mr.
Giordano was appointed as Chairman of the Compensation Committee and Mr. Gladstein was appointed to
the committee. The Board of Directors has determined that all members of the Compensation Committee
are independent directors as defined in Rule 4200 of the Nasdaq Rules. The Compensation Committee
operates pursuant to a charter, which has been duly adopted by the Board. A current copy of the
charter is available on our website at
www.josbank.com
. The Compensation Committee may delegate any
aspect of its responsibility and authority to subcommittees or individual Compensation Committee
members.
Nominating and Governance Committee
The Nominating and Governance Committee, comprised of Messrs. Giordano, Herron and Ritman
(Chairman) proposes the slate of candidates for election as directors at each Annual Meeting of
Stockholders; considers and reviews the qualifications of any individual nominated for election to
the Board by stockholders; in the event of any vacancies which may arise on the Board, identifies
and recommends to the Board candidates who are qualified to serve on the Board; recommends to the
Board the assignment of directors to serve on committees of the Board; and develops and recommends
to the Board (and reviews from time to time) corporate governance principles for the Company as the
Committee may deem necessary or advisable. The Board of Directors has determined that all members
of the Nominating and Governance Committee are independent directors as defined in Rule 4200 of the
Nasdaq Rules. The Nominating and Governance Committee operates pursuant to a charter, which has
been duly adopted by the Board. A current copy of the charter is available on our website at
www.josbank.com
.
Special Litigation Committee
On October 17, 2006, two substantially identical shareholder derivative actions which had
been filed against the directors of the Company were consolidated by the United States District
Court for the District of Maryland as
In re Jos. A. Bank Clothiers, Inc. Derivative Litigation
(1:06-cv-02095-BEL) (the Derivative Action). The Amended Shareholder Derivative Complaint in the
Derivative Action made claims for various violations of state law that allegedly occurred from
January 5, 2006 through October 20, 2006. On September 13, 2007, upon motion of the Company, the
court dismissed the Derivative Action. Among the reasons for dismissal was the failure of the
plaintiff to demand that the Board of Directors pursue on behalf of the Company the claims alleged
in the Derivative Action. By letter dated September 17, 2007 (the Demand Letter), the plaintiff
in the Derivative Action, by and through his attorneys, made such demand.
The Special Litigation Committee, comprised of Messrs. Giordano, Herron and Ritman, was
established by the Board in September 2007 to investigate, and determine the position of the
Company with respect to, all matters relating to the Demand Letter. The Special Litigation
Committee, with the assistance of independent counsel, conducted an investigation into the claims
presented in the Demand Letter and issued its findings in a Report of the Special Litigation
Committee of Jos. A. Bank Clothiers, Inc., dated February 7, 2008 (the Report). In the Report,
the Special Litigation Committee concludes that, for a variety of reasons, the institution of a
lawsuit [as proposed in the Demand Letter] is neither appropriate nor in the best interest of the
Company.... First, and most important [among those reasons, the SLC found that] the proposed lawsuit
is entirely without merit. The Board of Directors has determined that all of members of the
Special Litigation Committee are independent directors as defined in Rule 4200 of the Nasdaq
Rules.
-11-
Attendance at Board and Committee Meetings
During Fiscal 2007, the Board held six meetings; the Audit Committee held five meetings; the
Compensation Committee held three meetings; the Nominating and Governance Committee held one
meeting; and the Special Litigation Committee held eleven meetings. Each director attended or
participated in 75% or more of (a) the meetings of the Board and (b) the meetings held by all
committees of the Board on which such director served during Fiscal 2007.
While the Board has not adopted a formal policy regarding director attendance at annual
meetings of stockholders, the Board typically schedules one of its quarterly meetings on the day of
each annual meeting of stockholders. Our directors, therefore, are encouraged to and typically do
attend the annual meeting of stockholders. All of our then-sitting directors (including the 2007
Director Nominees) were present at the 2007 Annual Meeting of Stockholders held on June 22, 2007.
Stockholder Communication with the Board of Directors
Stockholders may communicate with the Board by sending a letter to Jos. A. Bank Clothiers,
Inc. Board of Directors c/o General Counsel, 500 Hanover Pike, Hampstead, Maryland 21074. The
General Counsel will receive the correspondence and forward it to the Chairman of the Board, the
Chairman of the Audit Committee or to any individual director or directors to whom the
communication is directed, as appropriate. Notwithstanding the above, the General Counsel has the
authority to discard or disregard any communication which is unduly hostile, threatening, illegal
or otherwise inappropriate or to take any other appropriate actions with respect to such
communications.
Consideration of Director Nominees
Director Qualifications
The Board does not believe that it is in our best interests to establish rigid criteria for
the selection of prospective director nominees. Rather, the Board recognizes that the challenges
and needs we face will change over time and, accordingly, believes that the selection of
prospective director nominees should be based on skill sets relevant to the issues we face or are
likely to face at the time of nomination. At the same time, the Board strongly believes that we
will benefit from a diversity of background and experience on the Board and therefore seeks
prospective director nominees who, in addition to general management experience and business
knowledge, possess an expertise in one or more of the following areas: retail, finance,
international business, investment banking, corporate governance, financial control systems, risk
assessment, logistics and investor relations. In addition, there are certain general attributes that the
Board believes all prospective director nominees must possess in order to be recommended by the
Nominating and Governance Committee, including:
|
|
|
a commitment to ethics and integrity;
|
|
|
|
a commitment to personal and organizational accountability;
|
|
|
|
a history of achievement that reflects superior standards for themselves and others;
and
|
|
|
|
an ability to take tough positions while, at the same time, being respectful of the opinions of
others and working collaboratively.
|
Identifying and Evaluating Prospective Director Nominees
The Nominating and Governance Committee uses a variety of methods for identifying nominees for
director. Prospective director nominees may come to our attention through current directors,
professional search firms, stockholders or other persons.
-12-
The Nominating and Governance Committee will evaluate all prospective director nominees,
including those recommended by stockholders, in the same manner. Generally, prospective director
nominees will be evaluated at special meetings of the Nominating and Governance Committee. The
Nominating and Governance Committee will make an initial determination as to whether to conduct a
full evaluation of the prospective director nominee based upon various factors, including, but not
limited to: (1) the information submitted with the nomination, (2) the Nominating and Governance
Committees own knowledge of the prospective director nominee, (3) the current size of the Board
and any anticipated vacancies or needs and (4) whether the prospective director nominee can satisfy
any specific minimum qualifications established by the Nominating and Governance Committee. The
Nominating and Governance Committee may then decide to do a comprehensive evaluation of a
prospective director nominee. The Nominating and Governance Committee may also choose to interview
the candidate.
Stockholder Nominees
The policy of the Nominating and Governance Committee is to consider prospective director
nominations properly submitted by a stockholder. For a description of the process for nominating
directors in accordance with our Amended and Restated Bylaws, see What is the deadline to propose
actions for consideration at next years Annual Meeting of Stockholders or to nominate individuals
to serve as directors? in the Questions and Answers section of this Proxy Statement. No
stockholder has submitted a nominee for consideration by the Nominating and Governance Committee in
connection with the Annual Meeting.
PROPOSAL TWO: RATIFICATION OF REGISTERED PUBLIC ACCOUNTING FIRM
Ratification of Appointment of Deloitte & Touche LLP
The Audit Committee appointed Deloitte & Touche LLP (Deloitte) to serve as our independent
registered public accounting firm for Fiscal 2008. The affirmative vote of a majority of the
shares present in person or by proxy at the Annual Meeting is required to ratify the selection of
Deloitte. Deloitte has served as the Companys independent registered public accounting firm since
2004. One or more representatives of Deloitte are expected to be present at the Annual Meeting and
will be available to respond to appropriate questions from stockholders and to make such statements
as they may desire.
In the event the stockholders fail to ratify the appointment of Deloitte, the Audit Committee
may reconsider its selection. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of a different registered public accounting firm at any time
during the year if the Audit Committee believes that such a change would be in our best interests
and in the best interests of our stockholders.
-13-
Fees to the Company by Principal Accountant
The fees for services rendered by Deloitte and its affiliates for Fiscal 2006 and Fiscal 2007
were as follows:
|
|
|
|
|
|
|
|
|
Type of Fee
|
|
Fiscal 2006
|
|
|
Fiscal 2007
|
|
Audit Fees
(1)
|
|
$
|
750,000
|
|
|
$
|
907,000
|
|
|
Audit-Related Fees
(2)
|
|
$
|
34,000
|
|
|
$
|
60,000
|
|
|
Tax Fees
(3)
|
|
$
|
40,216
|
|
|
$
|
32,500
|
|
|
All Other Fees
(4)
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
825,716
|
|
|
$
|
1,001,000
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Audit fees represent the aggregate fees for the stated fiscal year for
professional services rendered for the audit of the Companys annual financial
statements and the audit of the Companys internal control over financial
reporting as required by Section 404 of the Sarbanes-Oxley Act, review of
financial statements included in the Companys Quarterly Reports on Form 10-Q
and services that are normally provided by the accountant in connection with
certain statutory and regulatory filings or engagements.
|
|
(2)
|
|
Audit-related fees represent the aggregate fees for limited scope audits for
our two retirement plans.
|
|
(3)
|
|
Tax fees represent the aggregate fees for the stated fiscal year for tax
compliance, tax advice and tax planning.
|
|
(4)
|
|
All other fees include the aggregate fees for the stated fiscal year for
products and services provided by the principal accountant other than the
services reported above. All other fees for Fiscal 2006 and Fiscal 2007 are
subscription fees for access to Deloittes on-line research facility.
|
Pre-approval Policies and Procedures
The Audit Committee pre-approves all auditing services and permitted non-audit services to be
performed for the Company by its registered public accounting firm, subject to the
de minimis
exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act. The Audit
Committee approved all such services prior to the auditors engagement for such services during
Fiscal 2007.
Recommendation of the Board of Directors
The Board of Directors recommends that the stockholders vote FOR the ratification of the
selection of Deloitte & Touche LLP to serve as our registered public accounting firm for Fiscal
2008.
-14-
OTHER BUSINESS
Except as described in the accompanying Notice of Meeting, the Board knows of no business that
will come before the Annual Meeting for action. If any business other than as described in the
accompanying Notice of Meeting were to come before the Annual Meeting for action, the persons
designated as proxies will have discretionary authority to act in their best judgment.
The Board encourages you to have your shares voted at the Annual Meeting by signing and
returning the enclosed form of proxy. The fact that you will have returned your proxy in advance
will in no way affect your right to vote in person should you attend the Annual Meeting. However,
by signing and returning the proxy you have assured your representation at the Annual Meeting.
Thank you for your cooperation.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table sets forth our current directors and executive officers, their ages and the
positions they hold:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Andrew A. Giordano
|
|
|
75
|
|
|
Chairman of the Board of Directors
|
Gary S. Gladstein
|
|
|
63
|
|
|
Director
|
William E. Herron
|
|
|
62
|
|
|
Director
|
David A. Preiser
|
|
|
51
|
|
|
Director
|
Sidney H.
Ritman
|
|
|
75
|
|
|
Director
|
Robert N. Wildrick
|
|
|
63
|
|
|
Chief Executive Officer, Executive Chairman and Director
|
R. Neal Black
|
|
|
53
|
|
|
President and Chief Merchandising Officer
|
Robert B.
Hensley
|
|
|
55
|
|
|
Executive Vice President for Human Resources, Real
Estate and Loss Prevention
|
Gary M. Merry
|
|
|
45
|
|
|
Executive Vice President for Store and Catalog Operations
|
David E. Ullman
|
|
|
50
|
|
|
Executive Vice President Chief Financial Officer and
Principal Financial and Accounting Officer
|
Information Concerning Executive Officers
For information regarding Mr. Wildrick, see the foregoing section of this Proxy Statement entitled
Director Nominee Standing for Election for a Term Expiring in 2011.
R. Neal Black
has been our President since April 2007. Mr. Black was our Executive Vice President -
Merchandising and Marketing from January 2000 to April 2007. Mr. Black has been our Chief
Merchandising Officer during his entire tenure with the Company.
Robert B. Hensley
has been our Executive Vice President for Human Resources, Real Estate and Loss
Prevention since July 2007. Mr. Hensley was our Executive Vice President-Store Operations, Real
Estate and Human Resources from April 2007 to July 2007 and our Executive Vice President-Stores and
Operations from December 1999 to April 2007.
-15-
Gary M. Merry
has been our Executive Vice President for Store and Catalog Operations since July
2007. Mr. Merry was our Senior Vice President for Operations from April 2007 to July 2007 and our
Senior Vice President-Chief Information Officer from July 2001 to April 2007. Among his other
duties, Mr. Merry was our Chief Information Officer from September 2000 to April 2008.
David E. Ullman
has been our Executive Vice President-Chief Financial Officer since September 1995.
Mr. Ullman is our Principal Financial and Accounting Officer.
COMPENSATION DISCUSSION AND ANALYSIS
The following discussion and analysis discusses the principles underlying the Companys
compensation policies and decisions and the most important factors relevant to an analysis of these
policies and decisions. This discussion focuses on the compensation of our named executive
officers-Robert N. Wildrick (Chief Executive Officer), David E.
Ullman (Chief Financial Officer) and R. Neal Black, Robert B. Hensley
and Gary M. Merry (our three other most highly compensated executive
officers). This discussion and analysis provides qualitative information regarding the manner and context in which
compensation is awarded to and earned by our named executive officers and is intended to place in
perspective the data presented in the tables and narratives that follow.
Role of the Compensation Committee and Management
Our Compensation Committee, comprised of Messrs. Giordano (Chairman), Gladstein and Ritman,
determines the compensation of our named executive officers and may advise the Board, or take other
action, on other matters of compensation. Management provides the Compensation Committee with
material for review concerning the compensation of the named executive officers, including a
history of salary and non-equity incentive compensation paid to each named executive officer. Mr.
Wildrick presents to the Compensation Committee an annual review of executive and management
compensation and recommendations for base salary increases and non-equity incentive compensation
(other than for himself). Mr. Wildrick is not present during the deliberation or determination by
the Compensation Committee regarding his own compensation. Charles D. Frazer, our corporate
Secretary, acts as Secretary to the Compensation Committee and is usually present during general,
but not executive, sessions of the Compensation Committee. Mr. Frazer does not participate in the
deliberations of the Compensation Committee. The Compensation Committee reviews the performance of
each named executive officer against the established criteria for payment of non-equity incentive
compensation for performance in the prior year (e.g., Fiscal 2007) and determines whether and in
what amount non-equity incentive compensation should be paid. The Compensation Committee also
considers compensation matters applicable to the current fiscal year (e.g., Fiscal 2008) and, where
appropriate, authorizes employment contracts, contract extensions, base salary increases and
non-equity incentive compensation potentials.
Objectives of the Compensation Program
Our Compensation Committee applies a consistent philosophy to compensation for our named
executive officers. This philosophy is based on the premise that the Companys achievements are the
result of the coordinated efforts of all of our employees working toward common objectives. We
strive to achieve those objectives through teamwork that is focused on meeting the expectations of
our customers and stockholders.
The primary objectives of the compensation program are to:
|
|
|
align compensation with our corporate strategies and business objectives and
performance;
|
|
|
|
|
enable the Company to attract, retain and reward senior management who
contribute to the long-term success of the Company; and
|
|
|
|
|
promote the achievement of key financial performance measures by linking cash
compensation to the achievement of measurable corporate performance goals.
|
-16-
We believe that this compensation program allows us to successfully attract and retain talented
employees, enhance stockholder value and foster innovation.
To achieve these objectives, our Compensation Committee has established the following
principles to guide the development of our compensation program and to provide a framework for all
compensation decisions: (a) provide a total compensation package that will attract the best talent
to the Company, motivate individuals to perform at their highest levels, reward outstanding
performance and retain executives whose skills are critical for building long-term stockholder
value; and (b) establish non-equity incentives that are directly tied to the overall financial
performance of the Company.
Components of our Executive Compensation Program
The primary elements of our executive compensation program are:
|
|
|
Base salary;
|
|
|
|
|
Non-equity incentive compensation; and
|
|
|
|
|
Other employee benefits and non-cash compensation.
|
In addition, the employment agreements with certain of our named executive officers provide
for certain potential payments upon termination of employment for a variety of reasons, including,
for Mr. Wildrick, following a change in control of the Company. We have provided more detailed
information about these benefits, along with estimates of their values under certain circumstances,
under the caption Potential Payments on Termination or Change in Control below. We believe
these benefits help us compete for executive talent.
Since the beginning of Fiscal 2006, our executive compensation program has consisted almost
exclusively of cash payments in the form of base salary and non-equity incentive compensation.
There are no options currently available for issuance under the Equity Incentive Plans and we did
not grant any options in Fiscal 2007. We do not expect that any options will become available in
Fiscal 2008. Unless otherwise provided in any employment agreement, our compensation-setting
process consists of establishing for each named executive officer a targeted overall compensation
level intended to permit us to retain that officer and provide sufficient incentive for his highest
possible level of performance. The targeted compensation level is then allocated between base
salary and non-equity incentive compensation. Neither the targeted compensation nor the allocation
thereof is fixed by formula. Rather, they are determined based on many factors including internal
pay equity, external market factors, reasonable employee expectations and pay history.
In order to permit us to retain the named executive officers and to provide sufficient
incentives for their highest possible level of performance, salaries and non-equity incentive
compensation of such officers are reviewed at least annually and are usually adjusted after taking
into account market conditions, individual responsibilities, experience, performance and other
factors (including, where applicable, the terms of their employment agreements). For each named
executive officer who is employed by the Company pursuant an employment agreement, the agreement
establishes (a) a base salary to be paid to the executive and (b) a percentage of base salary which
the executive may potentially earn as non-equity incentive compensation. Under the terms of his
employment agreement, Mr. Wildricks base salary escalates annually pursuant to a cost of living
adjustment tied to the Consumer Price Index and the percentage of base salary which he is eligible
to receive as non-equity incentive compensation at various levels of earnings per share is fixed.
With respect to Messrs Black, Hensley and Ullman, we consider the levels of cash-based compensation
established under their respective employment agreements with the Company to represent the minimum
amounts to be paid (in the case of base salary) or potentially earned (in the case of non-equity
incentive compensation).
-17-
Base Salary
We pay a base salary to attract talented executives and provide a secure base of cash
compensation. The Compensation Committee typically reviews compensation for the named executive
officers at a time proximate to the filing of our Annual Report on Form 10-K for the prior fiscal
year. Generally, increases (if any) in base salaries for the named executive officers go into
effect at the same time as increases (if any) in base salaries go into effect for other employees
of the Company. For example, base salaries for the named executive officers for pay year 2007 were
set on April 13, 2007, and made effective as of March 4, 2007. Base salaries for pay year 2008 were
set on April 9, 2008, and made effective May 4, 2008. Except where otherwise required by contract,
annual increases are not assured (although they have historically been granted to each named
executive office every year). In deciding whether, and to what extent, to make an adjustment to the
respective base salaries of the named executive officers (other than Mr. Wildrick), an important
factor considered by the Compensation Committee is Mr. Wildricks evaluation of the individual
performances of the other named executive officers. Mr. Wildrick makes his recommendation based
upon his evaluation of the other named executive officers individual contributions to the
performance of the Company and such other factors as he may deem relevant.
Upon reviewing the most recently available Consumer Price Index data, the Compensation
Committee approved an annualized base salary for Mr. Wildrick in the amount of $1,136,218 effective
May 4, 2008. Upon a review of the Companys performance and the individual performance in Fiscal
2007 by the other named executive officers, the Compensation Committee approved annualized base
salaries effective May 4, 2008 in the following amounts:
|
|
|
|
|
R. Neal Black
|
|
|
$
|
575,000
|
Robert B. Hensley
|
|
|
$
|
475,000
|
Gary M. Merry
|
|
|
$
|
355,000
|
David E. Ullman
|
|
|
$
|
450,000
|
The Compensation Committee also approved extensions of the employment agreements with Messrs.
Ullman, Black and Hensley to January 31, 2010, the end of Fiscal 2009. Mr. Merry is not employed by
the Company pursuant to an employment agreement. Therefore, his term of employment with the Company
does not currently have an expiration date.
Non-Equity Incentive Compensation
The Companys officers and certain key managers are included in a non-equity incentive plan
(the Non-Equity Incentive Plan). The Non-Equity Incentive Plan is designed to reward Company-wide
performance through tying the payment of non-equity incentive compensation primarily to the earning
by the Company of certain net income goals. Mr. Wildrick participates in the Non-Equity Incentive
Plan in accordance with his employment agreement, which entitles Mr. Wildrick to non-equity
incentive compensation of up to 250% of his base salary upon achievement by the Company of certain
specified earnings per share goals, payable quarterly. Those goals were established in 2003 for
each year of the current term of Mr. Wildricks employment agreement (fiscal 2004 through fiscal
2008). The Compensation Committee annually reviews and approves the non-equity incentive
compensation payment to Mr. Wildrick.
-18-
The following description of the Non-Equity Incentive Plan relates to participants other than
Mr. Wildrick, whose participation is described above. Each Non-Equity Incentive Plan participant is
notified by the Company of a dollar amount or the percentage of such participants base salary up
to which he or she is eligible to earn as non-equity incentive compensation and goals which must be
achieved to be eligible to receive a payment under the plan. For Fiscal Year 2008, the percentages
for all plan participants range from 10% to 65% of base salary and the goals are or include (a) the
participant receiving an overall job performance rating of Effective or better (the equivalent of
a 3 out of 5) and (b)
the Company earning net income within or above a specified range (the Eligibility Range). In
addition, each participant below the senior vice president level must achieve (or be part of a
department which achieves) specific goals for departmental or individual performance. With regard
to Messrs. Black, Hensley, Merry and Ullman, the Eligibility Range has been approved by the
Compensation Committee. If net income is at or above the highest level of net income within the Eligibility Range, each
participant is eligible to earn his or her maximum potential non-equity incentive compensation. Within the Eligibility Range, the percentage of the maximum potential
non-equity incentive compensation which participants are eligible to earn increases as net income
increases. Below the low end of the Eligibility Range, non-equity incentive compensation is not expected to be paid. In deciding whether, and to what extent, to pay non-equity incentive compensation to the named executive
officers (other than Mr. Wildrick), an important factor considered by the Compensation Committee is Mr. Wildrick’s evaluation of the
individual performances of the other named executive officers. Mr. Wildrick makes his recommendation based upon his evaluation of the
other named executive officers’ individual contributions to the performance of the Company and such other factors as he may deem relevant. The final determination of all non-equity incentive compensation payments to the named executive officers is made by the Compensation Committee. The
final determination of all non-equity incentive compensation payments to other Non-Equity Incentive
Plan participants, none of whom is an executive officer under the Nasdaq Rules, is made by Mr.
Wildrick. The Compensation Committee and Mr. Wildrick, as the case may be, have the discretion to
pay non-equity incentive compensation even if the goals established under the Non-Equity Incentive
Plan are not met, as well as to pay less than the maximum potential, even if the objective targets
are achieved.
As the Companys earnings per share in Fiscal 2007 exceeded the maximum target established for
such year under Mr. Wildricks employment agreement, Mr. Wildricks non-equity incentive
compensation was 250% of his Fiscal 2007 annualized base salary, or $2,731,292.50. Upon a review
of the Companys performance (which exceeded the Fiscal 2007 net income targets under the
Non-Equity Incentive Plan) and the individual performance by each of Messrs. Black, Hensley, Merry
and Ullman in Fiscal 2007, the Compensation Committee approved the payment of the following amounts
under the Non-Equity Incentive Plan for Fiscal 2007 performance:
|
|
|
|
|
R. Neal Black
|
|
|
$
|
365,000
|
Robert B. Hensley
|
|
|
$
|
305,000
|
Gary M. Merry
|
|
|
$
|
180,000
|
David E. Ullman
|
|
|
$
|
285,000
|
For Fiscal 2007, the non-equity incentive compensation paid to the named executive officers
represented 95%-100% of their respective maximum potential payments.
The Company has been successful in the past in meeting the Company-wide financial goals
established for the annual non-equity incentive compensation programs and has therefore paid all or
a substantial portion of the maximum potential non-equity incentive compensation amounts. For
example, 98% of the maximum potential non-equity incentive compensation was paid under the
Non-Equity Incentive Plan for performance in Fiscal 2006 and 92% of the maximum potential
non-equity incentive compensation was paid under the Non-Equity Incentive Plan for performance in
Fiscal 2007. Although past success is no guaranty of future performance, we anticipate meeting the
Company-wide financial goals established for the Fiscal 2008 Non-Equity Incentive Plan and
therefore expect that all or a substantial portion of the maximum amount payable under the Fiscal
2008 Non-Equity Incentive Plan will be paid. However, the probability of making such payments can
only be determined when, as and if we earn throughout Fiscal 2008 net income on a pace at or above
the financial goals established under the Non-Equity Incentive Plan.
-19-
Other Employee Benefits and Non-Cash Compensation
In addition to the cash compensation described above, certain perquisites and benefits are
provided to our named executive officers in cash, in-kind or through direct payment to third party
providers. The Company believes these perquisites and benefits help us to be competitive in
attracting and retaining senior management and are commensurate with the experience and skill of
our named executive officers. In Fiscal 2007, the total value of these perquisites and benefits for
the named executive officers ranged from approximately 3% to approximately 7% of base salary of the
applicable named executive officer.
Certain perquisites are provided in accordance with the respective employment agreements of
the named executive officers. Mr. Wildrick receives an allowance to be used, in his discretion, for
a car and/or for club dues. Messrs. Black and Hensley, who joined the Company more recently than
Mr. Ullman, receive a car allowance. Mr. Ullman receives the use of a Company-leased car. When Mr.
Ullman joined the Company, the Companys practice was to lease cars for its top executives. Mr.
Merry receives a car allowance, although it is not provided pursuant to an employment agreement.
Certain benefits are made available by the Company under broad-based programs offered to most
of our employees, including the named executive officers. Such benefits include insurance for
medical, prescription drugs, dental, vision, long-term disability, life and accidental death and
dismemberment and a legal services plan. For each of the named executive officers, the Company pays
for these insurance benefits, as well as insurance for up to $2,500 of medical expense
reimbursement. The Company also sponsors a 401(k) plan. In the event the Company elects to make a
discretionary contribution to employees
401(k)
accounts, the named executive officers would be
eligible to participate on the same basis as all other eligible employees; provided, however, that the
contribution for certain executives may be limited by IRS rules.
Certain of our named executive officers and other executives participate in a non-qualified
deferred compensation plan. We do
not
contribute to the plan or guarantee or supplement deemed
investment returns on the participants accounts. We offer this plan because it provides an
opportunity for the participants to save for future financial needs at little cost to the Company.
Providing this non-qualified deferred compensation plan contributes to the Companys attractiveness
as an employer, thereby serving as a retention tool. The plan essentially operates as an uninsured,
tax-advantaged personal brokerage account of the participant. Participation in the non-qualified
deferred compensation plan does not affect the participants base salary or annual non-equity
incentive compensation.
For a more detailed discussion of the deferred compensation arrangements relating to our named
executive officers, see the Nonqualified Deferred Compensation table and accompanying
narrative below.
Impact of Regulatory Requirements
Internal Revenue Code Section 162(m) generally limits the deductibility of applicable employee
remuneration with respect to any named executive officer to the extent that the amount of such
remuneration for the taxable year with respect to such officer exceeds $1 million. In making
compensation design and award decisions, the Company takes Section 162(m) into account in
determining the total compensation cost which may be incurred by the Company. If, consistent with
our business needs and without violating contractual obligations, we are able to structure
compensation arrangements to eliminate the effects of Section 162 (m), we will do so. If, however,
the Companys business needs dictate hiring or making compensation decisions which may result in the
Company incurring non-deductible compensation expense, the Company will take such actions as may be
necessary to meet those needs. For example, a much sought-after candidate for employment may be
able to command in the marketplace compensation arrangements which do not meet the exceptions to
the deductibility limitations under Section 162 (m). In Fiscal 2007, Section 162(m) did not limit
the deductibility of any compensation
paid by the Company other than compensation paid to Mr. Wildrick. The non-deductible portion
of Mr. Wildricks Fiscal 2007 compensation was approximately $2.9 million. The Company estimates
that the value of the lost deduction is approximately $1.1 million.
-20-
In 2006, the Company adopted the Statement of Financial Accounting Standards No. 123 (revised
2004) (FAS 123R), which generally requires a public entity to measure the cost of employee
services received for an award of equity instruments based on the grant-date fair value of the
award. The adoption of FAS 123R had no material effect on our financial statements, because, at the
time of the adoption, all options previously issued under our Equity Incentive Plans were fully
vested. The Company does not expect any material effect in Fiscal 2008 as a result of the adoption
of FAS 123R because no options are currently available for issuance under the Equity Incentive
Plans. The effect of the adoption of FAS 123R can only be measured if and when options become
available and are granted by the Company in the future.
COMPENSATION COMMITTEE REPORT
The undersigned, constituting all of the members of the Compensation Committee, have reviewed
and discussed the foregoing Compensation Discussion and Analysis with the management of the Company
and, based on such review and discussion, have recommended to the Board of Directors of the Company
that the Compensation Discussion and Analysis be included in this proxy statement.
Respectfully submitted, Compensation Committee:
Andrew A. Giordano (Chairman)
Gary S. Gladstein
Sidney H. Ritman
EXECUTIVE COMPENSATION
The following tables, narrative and footnotes discuss the compensation of our named executive
officers for Fiscal 2006 and Fiscal 2007. We follow the National Retail Federations 4-5-4 retail
calendar, whereby for each fiscal quarter, the first month contains four weeks, the second month
contains five weeks and the third month contains four weeks (each week containing the seven days
from Sunday through Saturday). Dividing the retail calendar into 52 weeks of seven days each, or
364 days, leaves an extra day each year to be accounted for in a future fiscal period. As a result
every five to six years a week is added to the fiscal calendar. Fiscal 2007 was a 52 week year.
Fiscal 2006 was a 53 week year. The actual salary paid to each named executive officer in Fiscal
2006 was therefore greater than such officers annualized salary amount.
-21-
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation earned by our named
executive officers for Fiscal 2007 and Fiscal 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Options
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Award
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
Robert N. Wildrick,
|
|
|
2007
|
|
|
|
1,090,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,731,293
|
|
|
|
|
|
|
|
35,784
|
|
|
|
3,857,625
|
|
Chief Executive
Officer and
Executive Chairman
|
|
|
2006
|
|
|
|
1,084,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,667,278
|
|
|
|
|
|
|
|
35,943
|
|
|
|
3,787,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David E. Ullman,
|
|
|
2007
|
|
|
|
435,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
285,000
|
|
|
|
|
|
|
|
24,762
|
|
|
|
744,764
|
|
Executive Vice
President-
Chief
Financial Officer
|
|
|
2006
|
|
|
|
376,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325,000
|
|
|
|
|
|
|
|
22,979
|
|
|
|
724,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Neal Black,
|
|
|
2007
|
|
|
|
555,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
365,000
|
|
|
|
|
|
|
|
25,552
|
|
|
|
945,936
|
|
President-Chief
Merchandising
Officer
|
|
|
2006
|
|
|
|
499,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
|
|
1,148
|
|
|
|
23,925
|
|
|
|
925,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Hensley,
|
|
|
2007
|
|
|
|
464,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
305,000
|
|
|
|
|
|
|
|
26,753
|
|
|
|
795,984
|
|
Executive Vice
President
for Human
Resources, Real
Estate and Loss
Prevention
|
|
|
2006
|
|
|
|
398,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355,000
|
|
|
|
|
|
|
|
23,797
|
|
|
|
777,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary M. Merry,
|
|
|
2007
|
|
|
|
318,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180,000
|
|
|
|
|
|
|
|
22,112
|
|
|
|
520,193
|
|
Executive Vice
President
for Store
and Catalog
Operations
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Mr. Merry was not a named executive officer of the Company in Fiscal 2006. His
compensation for that year is therefore not included.
|
NOTES TO SUMMARY COMPENSATION TABLE
Bonus
The Company paid no discretionary bonuses or other compensation which are reportable as
bonuses as defined under SEC rules to the named executive officers in Fiscal 2007 or Fiscal 2006.
Stock and Option Awards
The Company issued no stock or option awards to the named executive officers in Fiscal 2007 or
Fiscal 2006.
Non-Equity Incentive Plan Compensation
The amounts reported in the Non-Equity Incentive Plan Compensation column reflect amounts
earned by, and payable to, each named executive officer for the applicable fiscal year under the
Non-Equity Incentive Plan. Payments under the Non-Equity Incentive Plan were calculated as
described in the Compensation Discussion and Analysis above. The non-equity incentive compensation
paid to the named
executive officers in Fiscal 2008 for performance in Fiscal 2007 represented 95%-100% of the
respective maximum potential award that could have been earned under the Fiscal 2007 Non-Equity
Incentive Plan. The non-equity incentive compensation paid to the named executive officers in
Fiscal 2007 for performance in Fiscal 2006 represented the maximum potential award that could have
been earned under the Fiscal 2006 Non-Equity Incentive Plan.
-22-
Changes in Pension Value and Nonqualified Deferred Compensation Earnings
The Company does not maintain a pension plan for which the named executive officers are
eligible. The amounts set forth in column (h) represent the above-market earnings, if any, by the
named executive officers on their respective accounts in the Companys non-qualified deferred
compensation plan. SEC regulations consider the market rate of interest to be 120% of the
applicable federal long-term rate (the AFR). The above-market earnings credited to the
participants in the non-qualified deferred compensation plan were calculated as the difference
between the return earned on such participants accounts during the applicable fiscal year and the
interest that would have been earned at a rate equal to 120% of the AFR. None of the participants
in the non-qualified deferred compensation plan had above-market earnings in Fiscal 2007.
All Other Compensation
The tables below set forth the components of the amounts reported as All Other Compensation in
column (i) of the Summary Compensation Table. Such components are (a) either an allowance for a car
and club dues, an allowance for a car or the use of a Company-leased car; (b) the cost of the legal
services plan and of insurance for health, prescription drugs, medical expense reimbursement,
dental, vision, long-term disability, life, and accidental death and dismemberment; and (c) amounts
contributed by the Company for the named executive officer under the Companys 401(k) plan. Except
with respect to Mr. Ullman, the amounts shown in column (a) below are cash allowances and reflect
the actual dollar amounts paid in the applicable fiscal year. With respect to Mr. Ullman, the
amount shown in column (a) reflects the value of Mr. Ullmans personal use of a Company-leased car
during the applicable fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007 All Other Compensation ($)
|
|
Named Executive Officer
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Total
|
|
Robert N. Wildrick
|
|
|
21,000
|
|
|
|
10,284
|
|
|
|
4,500
|
|
|
|
35,784
|
|
David E. Ullman
|
|
|
10,597
|
|
|
|
9,665
|
|
|
|
4,500
|
|
|
|
24,762
|
|
R. Neal Black
|
|
|
9,600
|
|
|
|
11,452
|
|
|
|
4,500
|
|
|
|
25,552
|
|
Robert B. Hensley
|
|
|
9,600
|
|
|
|
12,653
|
|
|
|
4,500
|
|
|
|
26,753
|
|
Gary M. Merry
|
|
|
7,800
|
|
|
|
9,812
|
|
|
|
4,500
|
|
|
|
22,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2006 All Other Compensation ($)
|
|
Named Executive Officer
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Total
|
|
Robert N. Wildrick
|
|
|
21,404
|
|
|
|
9,699
|
|
|
|
4,840
|
|
|
|
35,943
|
|
David E. Ullman
|
|
|
9,852
|
|
|
|
8,287
|
|
|
|
4,840
|
|
|
|
22,979
|
|
R. Neal Black
|
|
|
9,785
|
|
|
|
9,300
|
|
|
|
4,840
|
|
|
|
23,925
|
|
Robert B. Hensley
|
|
|
9,785
|
|
|
|
9,172
|
|
|
|
4,840
|
|
|
|
23,797
|
|
-23-
GRANTS OF PLAN-BASED AWARDS
The following table sets forth information concerning grants of non-equity awards earned by
our named executive officers for Fiscal 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Of
|
|
|
Exercise
|
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
|
Estimated Future Payouts
|
|
|
of
|
|
|
Securities
|
|
|
or Base
|
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Under Equity Incentive
|
|
|
Shares
|
|
|
Under-
|
|
|
Price of
|
|
|
|
|
|
|
|
Plan Awards
(1)
|
|
|
Plan Awards
(2)
|
|
|
of Stock
|
|
|
Lying
|
|
|
Option
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
or Units
(3)
|
|
|
Options
(4)
|
|
|
Awards
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/sh)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
(k)
|
|
Robert N. Wildrick
|
|
|
|
|
|
|
682,823
|
|
|
|
1,365,646
|
|
|
|
2,731,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David E. Ullman
|
|
|
|
|
|
|
28,500
|
|
|
|
285,000
|
|
|
|
285,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Neal Black
|
|
|
|
|
|
|
36,500
|
|
|
|
365,000
|
|
|
|
365,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Hensley
|
|
|
|
|
|
|
30,500
|
|
|
|
305,000
|
|
|
|
305,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary M. Merry
|
|
|
|
|
|
|
18,875
|
|
|
|
180,000
|
|
|
|
188,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
This column presents information about potential payouts under the Companys
Non-Equity Incentive Plan for Fiscal 2007. The actual amount was paid in April 2008 and is
reflected in the Summary Compensation Table under the column heading Non-Equity Incentive Plan
Compensation. For a more detailed description of the Non-Equity Incentive Plan, see the
Non-Equity Incentive Compensation section of the Compensation Disclosure and Analysis above. For
Mr. Wildrick, the threshold amount represents the amount payable at the lowest of three earnings
per share levels at which any award is payable; the target amount is the amount payable at the
second earnings per share level; and the maximum amount is the amount payable at the highest of
the three earnings per share levels. For the other named executive officers, the threshold amount
represents the amount payable at the lowest net income level at which any award is payable; and the
maximum is the amount payable at the highest net income level. The Non-Equity Incentive Plan does
not specify a target amount; therefore the respective amounts in the target column for Messrs.
Ullman, Black, Hensley and Merry are representative amounts based on the Companys actual Fiscal
2007 performance. If the Companys Fiscal 2006 financial performance was used in the determination
of non-equity incentive compensation for Messrs. Ullman, Black, Hensley and Merry in respect of the
Non-Equity Incentive Plan for Fiscal 2007 performance, these executive officers would not have
earned non-equity incentive compensation for Fiscal 2007 because the net income threshold
established under the Non-Equity Incentive Plan for Fiscal 2007 performance was in excess of Fiscal
2006 net income.
|
|
2
|
|
The Company did not grant any Equity Incentive Plan Awards in Fiscal 2007.
|
|
3
|
|
The Company did not grant any stock awards in Fiscal 2007.
|
|
4
|
|
The Company did not grant any option awards in Fiscal 2007.
|
-24-
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF
PLAN-BASED AWARDS TABLE
We have entered into employment agreements with certain of our named executive officers. The
material terms of each employment agreement relating to the information disclosed in the tables
above are discussed below. Each named executive officer is entitled to certain payments following
the termination of his employment with the Company. Information with respect to these termination
payments is set forth in the section below entitled Potential Payments on Termination or Change
in Control.
Robert N. Wildrick
Mr. Wildrick is our Chief Executive Officer and Executive Chairman and is employed pursuant to
an amended employment agreement that expires on January 31, 2009. The employment agreement
establishes an annual base salary. Pursuant to his employment agreement, Mr. Wildrick is entitled
to an annual cost of living increase to his base salary, tied to the Consumer Price Index. Mr.
Wildricks employment agreement also provides for the payment of non-equity incentive compensation
based on the achievement by the Company of annual earnings per share goals, as described in more
detail in the Compensation Discussion and Analysis section above. As the Companys earnings per
share in Fiscal 2007 exceeded the maximum target established under his employment agreement for
such year, Mr. Wildricks non-equity incentive compensation was 250% of his Fiscal 2007 annualized
base salary. Mr. Wildrick received no bonus, stock awards or
option awards in Fiscal 2007. Upon reviewing the most recently available Consumer Price Index data, the Compensation Committee
approved for Mr. Wildrick an annual salary of $1,136,218, effective May 4, 2008.
David E. Ullman
Mr. Ullman is our Executive Vice President- Chief Financial Officer and is employed pursuant
to an amended and restated employment agreement that expires on January 31, 2010. Pursuant to his
employment agreement, Mr. Ullman is eligible for non-equity incentive compensation, as described in
more detail in the Compensation Discussion and Analysis section above. Upon a review of the
Companys and Mr. Ullmans performance in Fiscal 2007, the Compensation Committee approved for Mr.
Ullman an annual salary of $450,000, effective May 4, 2008, and potential non-equity incentive compensation
of up to $292,500 for performance in Fiscal 2008.
R. Neal Black
Mr. Black is our President and Chief Merchandising Officer and is employed pursuant to an
amended and restated employment agreement that expires on January 31, 2010. Pursuant to his
employment agreement, Mr. Black is eligible for non-equity incentive compensation, as described in
more detail in the Compensation Discussion and Analysis section above. Upon a review of the
Companys and Mr. Blacks performance in Fiscal 2007, the Compensation Committee approved for Mr.
Black an annual salary of $575,000, effective May 4, 2008, and potential non-equity incentive compensation of
up to $373,750 for performance in Fiscal 2008.
Robert B. Hensley
Mr. Hensley
is our Executive Vice President for Human Resources, Real Estate and
Loss Prevention and is employed pursuant to an amended and restated employment agreement that expires on January
31, 2010. Pursuant to his employment agreement, Mr. Hensley is eligible for non-equity incentive
compensation, as described in more detail in the Compensation Discussion and Analysis section
above. Upon a review of the Companys and Mr. Hensleys performance in Fiscal 2007, the
Compensation Committee approved for Mr. Hensley an annual salary of $475,000, effective May 4,
2008, and potential non-equity incentive compensation of up to $308,750 for performance in Fiscal 2008.
-25-
Gary M. Merry
Mr. Merry is our Executive Vice President for Store and Catalog Operations. Mr. Merry is not
employed by the Company pursuant to an employment agreement. Therefore, his term of employment with
the Company does not currently have an expiration date. Mr. Merry is eligible for non-equity
incentive compensation, as described in more detail in the Compensation Discussion and Analysis
section above. Upon a review of the Companys and Mr. Merrys performance in Fiscal 2007, the
Compensation Committee approved for Mr. Merry an annual salary of $355,000, effective May 4, 2008,
and potential non-equity incentive compensation of up to $230,750 for performance in Fiscal 2008.
OUTSTANDING EQUITY AWARDS AT FISCAL 2007 YEAR-END
The following table reflects outstanding stock options held by the named executive officers as
of February 2, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Value of
|
|
|
Shares,
|
|
|
Shares,
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Shares or
|
|
|
Units or
|
|
|
Units or
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
or Units
|
|
|
Units of
|
|
|
Other
|
|
|
Other
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
of Stock
|
|
|
Stock
|
|
|
Rights
|
|
|
Rights
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
That
|
|
|
That
|
|
|
That Have
|
|
|
That Have
|
|
|
|
Options
(1)
|
|
|
Options
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Not
|
|
|
Not
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Unearned
|
|
|
Exercise Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
Robert N. Wildrick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David E. Ullman
|
|
|
46,875
|
|
|
|
|
|
|
|
|
|
|
|
4.5862
|
|
|
|
03/15/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,593
|
|
|
|
|
|
|
|
|
|
|
|
9.8771
|
|
|
|
03/14/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Neal Black
|
|
|
42,968
|
|
|
|
|
|
|
|
|
|
|
|
1.4931
|
|
|
|
01/10/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,802
|
|
|
|
|
|
|
|
|
|
|
|
4.5862
|
|
|
|
03/15/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,683
|
|
|
|
|
|
|
|
|
|
|
|
9.8771
|
|
|
|
03/14/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Hensley
|
|
|
58,593
|
|
|
|
|
|
|
|
|
|
|
|
9.8771
|
|
|
|
03/14/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary M. Merry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
All outstanding options held by the named executive officers had been subject to a
vesting schedule and are now fully vested. Each option expires on the tenth anniversary of its
grant date.
|
-26-
OPTION EXERCISES AND STOCK VESTED
The following table provides information regarding option awards exercised by the named
executive officers during Fiscal 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
|
Acquired
|
|
|
Realized
|
|
|
Acquired
|
|
|
Realized
|
|
|
|
on
|
|
|
on
|
|
|
on
|
|
|
on
|
|
|
|
Exercise
|
|
|
Exercise
|
|
|
Vesting
|
|
|
Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
Robert N. Wildrick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David E. Ullman
|
|
|
8,593
|
|
|
|
233,987
|
(1)
|
|
|
|
|
|
|
|
|
R. Neal Black
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Hensley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary M. Merry
|
|
|
52,732
|
|
|
|
1,753,351
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
None of the shares acquired by Mr. Ullman upon exercise of his options were
sold. The dollar amount realized upon exercise, therefore, has been determined as the difference
between the market price of the shares at exercise (as determined by the closing price of the date
of exercise) and the exercise price of the options.
|
|
(2)
|
|
Of the 52,732 shares acquired by Mr. Merry upon exercise of his options, 42,732
shares were sold and 10,000 were held. As to the 42,732 shares which were sold, the dollar amount
realized upon exercise has been determined as the difference between the market price of the shares
at exercise (as determined by actual open-market sales) and the exercise price of the options. As
to the 10,000 shares which were held, the dollar amount realized upon exercise has been determined
as the difference between the market price of the shares at exercise (as determined by the closing
price of the date of exercise) and the exercise price of the options.
|
PENSION BENEFITS
The Pension Benefits table is omitted as the Company does not offer pension benefits to the
named executive officers.
-27-
NONQUALIFIED DEFERRED COMPENSATION
The following table shows the nonqualified deferred compensation benefits for each named
executive officer during Fiscal 2007. Mr. Wildrick and Mr. Merry do not participate in the
nonqualified deferred compensation plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Earnings
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions
|
|
|
Contributions
|
|
|
in Last
|
|
|
Withdrawals/
|
|
|
Balance
|
|
|
|
in Last FY
|
|
|
in Last FY
|
|
|
FY
|
|
|
Distributions
|
|
|
at Last FYE
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
Robert N. Wildrick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David E. Ullman
|
|
|
2,162
|
|
|
|
|
|
|
|
4,622
|
|
|
|
|
|
|
|
105,567
|
|
R. Neal Black
|
|
|
54,703
|
|
|
|
|
|
|
|
(6,758
|
)
|
|
|
|
|
|
|
610,194
|
|
Robert B. Hensley
|
|
|
14,718
|
|
|
|
|
|
|
|
(6,403
|
)
|
|
|
|
|
|
|
258,442
|
|
Gary M. Merry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During Fiscal 2007 and through February 29, 2008, the Company maintained with The Vanguard
Group (Vanguard) a nonqualified deferred compensation plan (the Vanguard Plan). Effective
March 1, 2008, the Company replaced the Vanguard Plan with a new nonqualified deferred compensation
plan (the Fidelity Plan) maintained with Fidelity Management Trust Company (Fidelity). Under
these nonqualified deferred compensation plans, certain executives, including the named executive
officers, were and are entitled to defer a portion of their base salary and a portion of their
annual non-equity incentive compensation (up to 15% of base salary and non-equity incentive
compensation under the Vanguard Plan; up to 15% of base salary and 25% of non-equity incentive
compensation under the Fidelity Plan). Effective salary deferral elections must be made by eligible
executives prior to the end of the calendar year with respect to salary amounts to be earned in the
following year; effective non-equity incentive compensation deferral elections must be made no
later than six months prior to the end of the applicable performance period. Participants in the
nonqualified deferred compensation plan were and are entitled to direct the investment of the
deferred amounts by selecting one or more funds offered by Vanguard or Fidelity, as applicable.
Under the Vanguard Plan, participants were entitled to change their investment selection by
contacting the Company. Under the Fidelity Plan, participants are entitled to change their
investment selection by contacting Fidelity. The Company did and does not restrict the frequency of
changes in the investment selection. Vanguard maintained an excessive trading policy which
generally prohibited buying or exchanging back into the same fund if a participant sold or
exchanged shares of that fund within 60 calendar days. Fidelity maintains an excessive trading
policy which generally prohibits exchanges in and then out of a fund option within 30 days (a
roundtrip). Under Fidelitys excessive trading policy, participants are limited to one roundtrip
transaction per fund within any rolling 90-day period, subject to an overall limit of four
roundtrip transactions across all funds over a rolling 12-month period. The value of the
participants investment was and is based directly on the performance of the underlying mutual
funds.
The amounts reported in column (d) above represent the aggregate earnings (which include
interest, dividends and dividend equivalents) on each named executive officers investment in such
named executive officers selected funds. Pursuant to SEC regulations, all earnings on nonqualified
deferred compensation in excess of 120% of the AFR are deemed above market earnings. Based on
the performance of the funds selected by the named executive officers, none of the participants in
the non-qualified deferred compensation plan had above-market earnings in fiscal 2007.
The Company does not contribute to the nonqualified deferred compensation plan or guarantee or
supplement deemed investment returns on the participants accounts. Amounts deferred under the plan
are held in trust for payment of benefits under the plan, subject to the claims of the Companys
general creditors.
Under the Vanguard Plan, a participant was entitled to receive distributions upon the
occurrence of one of the following events: (a) reaching age 62; (b) termination of employment
with the Company; (c) death; (d) disability; and (e) hardship. Upon the death of a participant, his
entire interest was payable to his beneficiary. Otherwise, distributions may be paid in a single
lump sum or a series of substantially equal payments.
Under the Fidelity Plan, a participant is entitled to elect to receive distributions, either
in a lump sum or in a series of substantially equal payments, either at separation of service or at
the earlier of separation of service or reaching a pre-selected age. Regardless of any such
election made by the participant, a lump sum distribution will automatically be made upon the
earlier to occur of separation of service prior to age 62, death or a change in control of the
Company.
-28-
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
The table below shows the potential payments due to our named executive officers upon
termination or change in control based on the assumption that the event triggering such payments
took place on the last day of Fiscal 2007. Non-Equity Incentive Compensation for Fiscal 2007 was
actually paid in April 2008 pursuant to the 2007 Non-Equity Incentive Plan. If the employment
agreements had terminated on February 2, 2008 (the last day of Fiscal 2007), which they did not,
the non-equity incentive compensation would still have been paid in April 2008. The 2007 non-equity
incentive compensation would not have been paid twice. Columns (b) through (f) each represent a
different circumstance under which payments may potentially be due pursuant to the employment
agreements. The Total in any one column for any one named executive officer represents that
officers maximum potential payment under the applicable circumstance. The Totals are independent
of one another and not cumulative for any one named executive officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
by Executive
|
|
|
|
|
|
|
|
|
|
|
without
|
|
|
|
|
|
|
without Good
|
|
|
|
|
|
|
|
|
|
|
Cause by
|
|
|
|
|
|
|
Reason or as a
|
|
|
|
|
|
Termination
|
|
|
|
Company or
|
|
|
|
|
|
Result of the
|
|
|
Expiration
|
|
|
within 90
|
|
|
|
for Good
|
|
|
Termination
|
|
|
Death or
|
|
|
at the
|
|
|
Days of a
|
|
|
|
Reason by
|
|
|
by Company
|
|
|
Disability of
|
|
|
Election of
|
|
|
Change in
|
|
|
|
Executive
|
|
|
for Cause
|
|
|
Executive
|
|
|
Company
|
|
|
Control
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
Robert N. Wildrick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 Non-Equity Incentive Compensation
|
|
|
682,823
|
|
|
|
682,823
|
|
|
|
682,823
|
|
|
|
682,823
|
|
|
|
682,823
|
|
Termination Payment
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800,000
|
|
Insurance
|
|
|
110,544
|
|
|
|
|
|
|
|
110,544
|
|
|
|
110,544
|
|
|
|
110,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,293,367
|
|
|
|
682,823
|
|
|
|
793,367
|
|
|
|
793,367
|
|
|
|
2,593,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David E. Ullman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
660,000
|
|
|
|
|
|
|
|
|
|
|
|
660,000
|
|
|
|
|
|
2007 Non-Equity Incentive Compensation
|
|
|
285,000
|
|
|
|
285,000
|
|
|
|
285,000
|
|
|
|
285,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
945,000
|
|
|
|
285,000
|
|
|
|
285,000
|
|
|
|
945,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Neal Black
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
560,000
|
|
|
|
|
|
|
|
|
|
|
|
560,000
|
|
|
|
|
|
2007 Non-Equity Incentive Compensation
|
|
|
365,000
|
|
|
|
365,000
|
|
|
|
365,000
|
|
|
|
365,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
925,000
|
|
|
|
365,000
|
|
|
|
365,000
|
|
|
|
925,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert B. Hensley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
470,000
|
|
|
|
|
|
|
|
|
|
|
|
470,000
|
|
|
|
|
|
2007 Non-Equity Incentive Compensation
|
|
|
305,000
|
|
|
|
305,000
|
|
|
|
305,000
|
|
|
|
305,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
775,000
|
|
|
|
305,000
|
|
|
|
305,000
|
|
|
|
775,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary M. Merry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
175,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 Non-Equity Incentive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
175,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-29-
Termination without Cause by Company or for Good Reason by Executive
(Column (b))
Under the terms of the employment agreements with Messrs. Wildrick, Ullman, Black and Hensley,
if the employment period is terminated by the Company without cause (as defined below) or by the
executive for good reason (as defined below), the Company will be obligated to make a termination
payment, in addition to paying the executives base salary through the date of termination. For Mr.
Wildrick, the termination payment is an agreed-upon amount payable in one lump sum. For Messrs.
Ullman, Black and Hensley, the termination payment is based on the named executive officers base
salary and is payable in equal weekly installments over the term corresponding to the amount due.
Mr. Ullman is entitled to 18 months of salary. Messrs. Black and Hensley are entitled to 12 months
of salary.
Without limiting the terms and conditions of the respective employment agreements between the
applicable named executive officers and the Company, the term cause, as used in the employment
agreements, generally means (a) the conviction of the named executive officer of a felony involving
money or other property of the Company or any other felony or offense involving moral turpitude;
(b) the willful commission of an act not approved of or ratified on behalf of the Company involving
a material conflict of interest or self-dealing relating to any material aspect of the Companys
business or affairs; (c) the willful commission of any act of fraud or misrepresentation related to
the business of the Company which would materially and negatively impact upon the Company; or (d)
the willful and material failure of the named executive officer to comply with the lawful orders of
the Company, provided such orders are consistent with the duties, responsibilities and/or authority
of his office.
Without limiting the terms and conditions of the respective employment agreements between the
applicable named executive officers and the Company, the term good reason, as used in the
employment agreements, generally means any material breach by the Company of any provision of the
employment agreement which is not cured within 30 days after notice. However, no notice is
required for the Companys failure to pay timely (or any reduction in) compensation or benefits
paid or payable to the named executive officer pursuant to the employment agreement.
Mr. Merrys termination compensation was established in a letter, dated September 18, 2000,
pursuant to which he was offered employment with the Company. Under the terms of the offer letter,
in the event his employment with the Company is terminated without cause, Mr. Merry will be
eligible for salary continuation for up to six months. Such payments will cease in the event Mr.
Merry accepts other employment during the six months severance period.
Termination by Company for Cause
(Column (c))
Under the terms of the employment agreement with Messrs. Wildrick, Ullman, Black and Hensley,
if the employment period is terminated by the Company for cause, the executive will be paid his
base salary through the date of termination and any non-equity incentive compensation earned
through the date of termination, but is not entitled to any other payments.
Termination by Executive without Good Reason or as a Result of the Death or Disability of
Executive
(Column (d))
Under the terms of the employment agreement with Messrs. Wildrick, Ullman, Black and Hensley,
if the employment period is terminated by the executive without good reason or as a result of the
death or disability of the executive, the executive will be paid his base salary through the date
of termination and any non-equity incentive compensation earned through the date of termination,
but is not entitled to any other payments. In addition, Mr. Wildrick is entitled to certain
insurance-related benefits if the employment period is terminated by him without good reason or as
a result of his disability.
Expiration at the Election of Company
(Column (e))
Under the terms of their respective employment agreements, in the event the Company elects not
to renew the employment agreements of Messrs. Ullman, Black or Hensley, the executive will be
entitled to severance payments. Mr. Ullman is entitled to severance equal to 18 months of salary
and Messrs. Black and Hensley are entitled to severance equal to 12 months of salary, in each case
payable in equal, weekly installments over the term corresponding to the amount due. Mr. Wildricks
amended employment agreement does not provide for severance upon expiration of the employment term.
-30-
Termination within 90 Days of a Change in Control
(Column (f))
Mr. Wildrick may terminate his employment agreement with the Company at any time within 90
days following a change in control (as defined below) of the Company. In the event of such
termination, or if the Company terminates the employment agreement for cause within 90 days
following a change in control, the Company will make the payments to Mr. Wildrick as set forth
above. In the event the employment agreement for one of the other named executive officers is
terminated within 90 days of a change in control, the termination payment would be calculated based
upon the circumstances described in the notes to columns (b), (c) or (d), as applicable. A change
in control does not affect the calculation of these termination payments.
Without limiting the terms and conditions of the Mr. Wildricks employment agreement with the
Company, the term change of control, as used in the employment agreement, generally means (a) the
acquisition by any person (as defined in the Securities Exchange Act of 1934, as amended) of
beneficial ownership of 51% or more of the stock of the Company; (b) the acquisition by any such
person of beneficial ownership of 30% or more of the stock of the Company and a change in the
majority of the Board; or (c) the merger, consolidation or liquidation of the Company or the sale
or disposition of all or substantially all of the assets of the Company.
Additional Notes Regarding Potential Post-Employment Payments and Obligation
Insurance
In the event Mr. Wildricks employment agreement expires or terminates for any reason
whatsoever other than by the Company for cause, the Company will provide to Mr. Wildrick during the
remainder of his life such medical, dental, vision and medical expense reimbursement insurance as
Mr. Wildrick was receiving from the Company at the time of such expiration or termination,
provided, however, that the cost thereof shall not exceed $11,000 per year. In the event that such
cost shall exceed $11,000 per year, Mr. Wildrick shall have the right to (a) continue receiving
such insurance coverage and pay to the Company the difference between the annual cost thereof and
$11,000, or (b) receive such lesser coverage as Mr. Wildrick shall notify the Company he elects to
receive up to a maximum cost of $11,000 per year. Based on assumptions used for financial reporting
purposes under generally accepted accounting principals, the estimated value of this benefit as of
February 2, 2008 is $110,544.
Non-Equity Incentive Compensation
The employment agreements use the word bonus to refer to payments which are designated as
non-equity incentive compensation under SEC regulations and in this Proxy Statement. The
employment agreements generally provide that in the event the employment period ends for any reason
whatsoever on a day prior to payment of any bonus the executive may have earned for the previous
fiscal year, the Company will pay such bonus to the executive as and when such bonus would
otherwise have been paid had the employment period not ended. The employment agreements also
generally provide that when and if bonuses are generally paid to employees of the Company for the
fiscal year in which the termination occurs, the Company will pay to the executive a pro-rated
bonus based on the number of days the executive was employed by the Company during such fiscal
year. For the purpose of determining eligibility for payment of a pro-rata bonus, it is assumed
that all, if any, conditions to payment of the bonus which were based upon performance by the
executive (e.g., a job performance rating of Effective or better) were satisfied.
Non-compete Covenants
Following the termination of an employment agreement, the applicable named executive officer
is generally subject to non-compete covenants. The period of time during which such covenants are
in effect varies depending upon the circumstances of termination. Generally, the non-competition
term is six months. If the named executive officer resigns without good reason, the term is 12
months. If post-termination payments are being made for longer than the otherwise applicable
period, the non-compete covenants will be effective while such payments are being made. For Mr.
Wildrick, in the event (a) the Company terminates his employment agreement for cause or (b) Mr.
Wildrick terminates his employment agreement without good reason, Mr. Wildrick has agreed not to
compete with the Company for the period from the date of termination through earlier to occur of
(y) the third anniversary of the date of termination or (z) January 31, 2009.
-31-
DIRECTOR COMPENSATION
The Compensation Committee evaluates and sets the appropriate level and form of compensation
for Independent Directors. Management assists the Compensation Committee in connection with this
process as needed.
Each Independent Director listed in the table below receives an annual retainer of $40,000.
Each committee chair receives an additional annual retainer of $30,000 and our Chairman of the
Board and Lead Independent Director receives an additional annual retainer of $60,000. Each
Independent Director also receives attendance fees of $3,000 per Board meeting and $1,500 per
Committee meeting. One-half of the usual meeting attendance fee (i.e., $1,500 and $750,
respectively) is paid to each Independent Director for participation in each telephonic Board or
Committee meeting. Prior to June 21, 2007, each
Independent Director was eligible to receive reimbursement for an annual acquisition of our
common stock having a market value of $15,000 as of the time of acquisition, plus actual brokerage
fees incurred (the Stock Acquisition Reimbursement). The Stock Acquisition Reimbursement program
was discontinued effective June 21, 2007. Directors who did not use all of their allotted Stock
Acquisition Reimbursements received cash paid-outs. All directors are reimbursed for actual
out-of-pocket expenses incurred by them in connection with their attending meetings of the Board or
of a Committee. The tables below provide information concerning compensation of the Independent
Directors for Fiscal 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Earnings
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
Andrew A. Giordano
|
|
|
128,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,500
|
|
Gary S. Gladstein
|
|
|
73,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,000
|
|
William E. Herron
|
|
|
95,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,750
|
|
David A. Preiser
|
|
|
101,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,500
|
|
Sidney H. Ritman
|
|
|
108,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,836
|
|
|
|
|
(1)
|
|
Amounts reported in column (b) represent retainers, attendance fees and Stock Acquisition
Reimbursements, all as more fully set forth above. Messrs. Gladstein and Preiser did not use their
respective Stock Acquisition Reimbursements in Fiscal 2007 and therefore received a cash payout.
Committee chair retainers are paid annually on or about November 1. Mr. Ritmans committee chair
retainer includes a prorated amount from April 13, 2007 through October 31, 2007 for his services
as the chair of the then-newly created Nominating and Governance Committee. Column (b) amounts
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lead
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
|
|
|
Committee
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
Annual
|
|
|
Director
|
|
|
Chair
|
|
|
Attendance
|
|
|
Acquisition
|
|
|
|
|
|
|
Retainer
|
|
|
Retainer
|
|
|
Retainer
|
|
|
Fees
|
|
|
Reimbursement
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
Andrew A. Giordano
|
|
|
40,000
|
|
|
|
60,000
|
|
|
|
|
|
|
|
28,500
|
|
|
|
|
|
|
|
128,500
|
|
Gary S. Gladstein
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
18,000
|
|
|
|
15,000
|
|
|
|
73,000
|
|
William E. Herron
|
|
|
40,000
|
|
|
|
|
|
|
|
30,000
|
|
|
|
25,750
|
|
|
|
|
|
|
|
95,750
|
|
David A. Preiser
|
|
|
40,000
|
|
|
|
|
|
|
|
30,000
|
|
|
|
16,500
|
|
|
|
15,000
|
|
|
|
101,500
|
|
Sidney H. Ritman
|
|
|
40,000
|
|
|
|
|
|
|
|
43,836
|
|
|
|
25,000
|
|
|
|
|
|
|
|
108,836
|
|
-32-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Giordano, Preiser and Ritman served on the Compensation Committee during Fiscal 2007.
During Fiscal 2007, no interlocking relationship existed between the members of our Compensation
Committee and the board of directors or compensation committee of any
other company. Nor did such members otherwise have any relationship requiring disclosure in this Proxy Statement.
TRANSACTIONS WITH RELATED PERSONS
The Audit Committee, which is responsible for reviewing and approving any related person
transactions in accordance with the Nasdaq Rules, considers information regarding potential
relationships between the Company and the directors or executive officers, if any. Historically,
the Company has not been involved in any related person transaction with any of its directors,
executive officers or their immediate family members.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to us with respect to the beneficial
ownership of our common stock as of the Record Date by (1) each named executive officer, (2) each
director, (3) all directors and executive officers as a group, and (4) each person (or group) that
beneficially owns more than 5% of our common stock. Unless otherwise indicated, each of the
stockholders can be reached at our principal executive offices located at 500 Hanover Pike,
Hampstead, Maryland 21074.
|
|
|
|
|
|
|
|
|
|
|
Shares Beneficially Owned*
|
|
|
|
Number
|
|
|
Percent
|
|
R. Neal Black (1)
|
|
|
149,624
|
|
|
|
**
|
|
Robert B. Hensley (2)
|
|
|
89,764
|
|
|
|
**
|
|
Gary M. Merry
|
|
|
10,000
|
|
|
|
**
|
|
David E. Ullman (3)
|
|
|
164,061
|
|
|
|
**
|
|
Robert N. Wildrick
|
|
|
292,968
|
|
|
|
1.61
|
%
|
Andrew A. Giordano
|
|
|
36,140
|
|
|
|
**
|
|
Gary S. Gladstein (4)
|
|
|
130,504
|
|
|
|
**
|
|
William E. Herron (5)
|
|
|
13,460
|
|
|
|
**
|
|
David A. Preiser (6)
|
|
|
80,396
|
|
|
|
**
|
|
Sidney H. Ritman
|
|
|
8,033
|
|
|
|
**
|
|
FMR LLC (7)
|
|
|
2,726,905
|
|
|
|
15.00
|
%
|
Wellington Management Company, LLP (8)
|
|
|
2,521,857
|
|
|
|
13.87
|
%
|
The Bank of New York Mellon Corporation (9)
|
|
|
1,298,442
|
|
|
|
7.14
|
%
|
Buckingham Capital Management Inc. and an affiliated entity (10)
|
|
|
1,232,204
|
|
|
|
6.78
|
%
|
Putnam, LLC and affiliated entities (11)
|
|
|
1,071,813
|
|
|
|
5.89
|
%
|
Skyline Asset Management, LP (12)
|
|
|
986,900
|
|
|
|
5.43
|
%
|
Barclays Global Investors, NA and affiliated entities
(13)
|
|
|
983,430
|
|
|
|
5.41
|
%
|
Thompson, Siegel & Walmsley LLC (14)
|
|
|
964,735
|
|
|
|
5.31
|
%
|
NorthPointe Capital, LLC (15)
|
|
|
928,998
|
|
|
|
5.11
|
%
|
All directors and executive officers as a group (10 persons) (16)
|
|
|
974,950
|
|
|
|
5.24
|
%
|
|
|
|
*
|
|
If indicated by footnote, the number of shares beneficially owned includes shares of our
common stock issuable upon the exercise of all options exercisable within 60 days of the
Record Date. Beneficial ownership is determined in accordance with the rules of the Securities
and Exchange
Commission and includes voting and/or investment power with respect to shares. Unless
otherwise indicated, the persons named in the table have sole voting and sole investment
control with respect to all shares beneficially owned. Percentage ownership is calculated
based on 18,184,371 shares of our common stock outstanding as of the Record Date, plus the
number of options exercisable by the applicable individual(s) within 60 days of the Record
Date. To our knowledge and based on reviews of Forms 4 and Schedules 13D and Schedules 13G
filed with the Securities and Exchange Commission, except as disclosed in this table, no
other stockholder beneficially owned more than 5% of our outstanding shares of common stock
as of the Record Date.
|
|
**
|
|
Represents less than 1%.
|
-33-
|
|
|
(1)
|
|
Mr. Blacks shares include currently exercisable options to purchase 108,453 shares of common
stock.
|
|
(2)
|
|
Mr. Hensleys shares include currently exercisable options to purchase 58,593 shares of
common stock.
|
|
(3)
|
|
Mr. Ullmans shares include currently exercisable options to purchase 105,468 shares of
common stock.
|
|
(4)
|
|
Mr. Gladsteins shares include currently exercisable options to purchase 63,903 shares of
common stock.
|
|
(5)
|
|
Mr. Herrons shares include currently exercisable options to purchase 7,500 shares of common
stock.
|
|
(6)
|
|
Mr. Preisers shares include currently exercisable options to purchase 66,246 shares of
common stock.
|
|
(7)
|
|
The information in the table above and in this footnote is based on a Schedule 13G (Amendment
No. 2) filed by FMR LLC (FMR) with the Securities and Exchange Commission on February 14,
2008. As described in such amended Schedule 13G, various persons affiliated with FMR also have
beneficial ownership of certain shares of Company common stock reported as beneficially owned
by FMR. The address of FMR is 82 Devonshire Street, Boston, Massachusetts 02109.
|
|
(8)
|
|
The information in the table above and in this footnote is based on a Schedule 13G (Amendment
No. 2) filed by Wellington Management Company LLP (Wellington Management) with the
Securities and Exchange Commission on February 14, 2008. The shares of Company common stock as
to which such amended Schedule 13G was filed by Wellington Management, in its capacity as
investment adviser, are owned of record by clients of Wellington Management. The address of
Wellington Management is 75 State Street, Boston, Massachusetts 02109.
|
|
(9)
|
|
The information in the table above and in this footnote is based a Schedule 13G (Amendment
No. 1) filed by The Bank of New York Mellon Corporation with the Securities and Exchange
Commission on February 14, 2008. All of the shares of Company common stock included in such
amended Schedule 13G are beneficially owned by The Bank of New York Mellon Corporation and its
direct or indirect subsidiaries in their various fiduciary capacities. As a result, another
entity in every instance is entitled to dividends or proceeds of sale. The address of The
Bank of New York Mellon Corporation is One Wall Street, 31
st
Floor, New York, New
York 10286.
|
|
(10)
|
|
The information in the table above and in this footnote is based a Schedule 13G filed by
Buckingham Capital Management, Inc. (Buckingham Capital) and Buckingham Research Group
Incorporated (Buckingham Research) with the Securities and Exchange Commission on February
12, 2008. Buckingham Capital is a registered investment adviser which acts as the general
partner and investment manager for various private investment funds and which also manages
other accounts on a discretionary basis. Buckingham Research, a registered broker-dealer, is
the parent company of Buckingham Capital and thus may be deemed to be the beneficial owner of
the shares of Company common stock included in such Schedule 13G. The address of Buckingham
Capital and Buckingham Research is 750 Third Avenue, Sixth Floor, New York, New York 10017.
|
-34-
|
|
|
(11)
|
|
The information in the table above and in this footnote is based on a Schedule 13G
(Amendment) filed with the Securities and Exchange Commission on February 1, 2008 by Putnam,
LLC d/b/a Putnam Investments (PI) and two wholly owned registered investment advisors,
Putnam Investment Management, LLC and The Putnam Advisory Company, LLC. Putnam Investment
Management, LLC is the investment adviser to the Putnam family of mutual funds and The Putnam
Advisory Company, LLC is the investment adviser to Putnams institutional clients. Both
subsidiaries have dispository power over the shares as investment managers, but each mutual funds trustees have voting power over the shares held by each fund, and The Putnam
Advisory Company, LLC has shared voting power over the shares held by the institutional
clients. In such amended Schedule 13G, PI declared that the filing shall not be deemed an
admission for the purposes of Section 13(d) or 13(g) that it is the beneficial owner of any
securities covered by the Schedule 13G, and further stated that it does not have any power to
vote or dispose of, or direct the voting or disposition of, any of the securities covered by
such Schedule 13G. The address of PI, Putnam Investment Management, LLC and The Putnam
Advisory Company, LLC is One Post Office Square, Boston, Massachusetts 02109.
|
|
(12)
|
|
The information in the table above and in this footnote is based on a Schedule 13G (Amendment
No. 1), filed by Skyline Asset Management, LP (Skyline) with the Securities and Exchange
Commission on January 29, 2008. The shares reported in such Schedule 13G are held by Skyline
as investment adviser to certain client accounts (accounts) over which Skyline exercises
discretion. Skyline disclosed in its Schedule 13G that all shares beneficially owned by the
accounts, with respect to which Skyline has been delegated shared voting power and shared
dispositive power, are considered to be shares beneficially owned by Skyline solely by reason
of such designated powers. The address of Skyline is 311 South Wacker Drive, Chicago, Illinois
60606.
|
|
(13)
|
|
The information in the table above and in this footnote is based on a Schedule 13G filed with
the Securities and Exchange Commission on February 5, 2008 by several entities, including
Barclays Global Investors, NA (Barclays Investors), Barclays Global Fund Advisors (Barclays
Advisors) and Barclays Global Investors, LTD (Barclays LTD). According to such Schedule
13G, (a) these entities collectively may be deemed to beneficially own 983,430 shares of
Company common stock and (b) (i) Barclays Investors has sole voting power over 394,758 shares
and sole dispositive power over 457,133 shares, (ii) Barclays Advisors has sole voting power
over 355,863 shares and sole dispositive power over 507,813 shares and (iii) Barclays LTD has
sole dispositive power over 18,484 shares. The address of Barclays Investors and Barclays
Advisors is 45 Fremont Street, San Francisco, California 94105. The address of Barclays LTD is
1 Royal Mint Court, London, EC3N 4HH.
|
|
(14)
|
|
The information in the table above and in this footnote is based on a Schedule 13G filed by
Thompson, Siegel & Walmsley LLC with the Securities and Exchange Commission on February 14,
2008. The address of Thompson, Siegel & Walmsley LLC is 6806 Paragon Place, Suite 300,
Richmond, Virginia 23230.
|
|
(15)
|
|
The information in the table above and in this footnote is based on a Schedule 13G, filed by
NorthPointe Capital, LLC (NorthPointe) with the Securities and Exchange Commission on
February 14, 2008. The securities reported in such Schedule 13G are beneficially owned by one
or more open end investment companies or other managed accounts which are advised by
NorthPointe, a registered investment adviser. The address of NorthPointe is 101 W. Big Beaver,
Suite 745, Troy, Michigan 48084.
|
|
(16)
|
|
Includes: R. Neal Black, Andrew A. Giordano, Gary S. Gladstein, Robert B. Hensley, William
E. Herron, Gary M. Merry, David A. Preiser, Sidney H. Ritman, David E. Ullman and Robert N.
Wildrick.
|
-35-
AUDIT COMMITTEE REPORT
The Audit Committee oversees the responsibilities of the Board of Directors relating to: (1)
the integrity of our financial statements; (2) the qualifications and independence of our
registered public accounting firm; (3) the performance of our registered public accounting firm;
(4) the adequacy of our systems of internal accounting and financial controls; and (5) our
compliance with ethics policies and legal and regulatory requirements.
Deloitte was the principal accountant engaged to audit the financial statements of the Company
for Fiscal 2007. The Audit Committee has reviewed and discussed those audited financial statements
with the Companys management and Deloitte. The Audit Committee has also discussed with Deloitte
the matters required to be discussed by Statement on Auditing Standards No. 61, as modified and
supplemented.
The Audit Committee has received the written disclosures and the letter from Deloitte required
by Independence Standards Board Standard No. 1, as modified or supplemented, and the Audit
Committee has discussed with Deloitte the independence of Deloitte from Jos. A. Bank.
Based on the foregoing review and discussions, the Audit Committee recommended to the Board
that the Companys audited financial statements be included in the Companys Annual Report on Form
10-K for Fiscal 2007 for filing with the Securities and Exchange Commission.
Respectfully submitted, Audit Committee:
William E. Herron (Chairman)
Andrew A. Giordano
Gary S. Gladstein
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys
officers and directors, persons who beneficially own more than ten percent of a registered class of
the Companys equity securities, and any other person subject to Section 16 to file reports of
beneficial ownership of common stock (Forms 3, 4 and 5) with the SEC and NASDAQ. Officers,
directors, and greater-than-ten percent stockholders are required to furnish the Company with
copies of all such forms that they file.
To the Companys knowledge, based solely on the Companys review of the copies of Forms 3, 4
and 5, and amendments thereto, received by it during or with respect to Fiscal 2007, and written
representations from certain reporting persons with regard to Form 5, all filings applicable to its
officers, directors and greater-than-ten percent stockholders required by
Section 16(a)
were timely.
-36-
Equity Compensation Plan Information
The table which follows contains information, as of the end of Fiscal 2007, on the Companys
equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
|
remaining available for
|
|
|
|
Number of Securities
|
|
|
|
|
|
future issuance under
|
|
|
|
to be issued upon
|
|
|
Weighted-average
|
|
|
equity compensation
|
|
|
|
exercise of
|
|
|
exercise price of
|
|
|
plans
|
|
|
|
outstanding options,
|
|
|
outstanding options,
|
|
|
(excluding securities
|
|
|
|
warrants and rights
|
|
|
warrants and rights
|
|
|
reflected in Column (a))
|
|
Plan Category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity compensation plans approved by
our stockholders
|
|
|
438,599
|
|
|
$
|
10.32
|
|
|
|
|
|
Equity compensation plans not approved
by our stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
438,599
|
|
|
$
|
10.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notwithstanding anything to the contrary set forth in any of the Companys previous filings
made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, that might incorporate future filings made by the Company under those statutes, the
Compensation Committee Report, the Audit Committee Report and disclosures regarding the Audit
Committee charter are not deemed filed with the Securities and Exchange Commission and shall not be
deemed incorporated by reference into any such filings made by the Company under those statutes.
THE BOARD HOPES THAT YOU WILL ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND,
YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
YOUR PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING. YOUR COOPERATION
IS APPRECIATED.
-37-
▼
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
▼
JOS. A. BANK CLOTHIERS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert N. Wildrick and Charles D. Frazer, and each of them, as
Proxy or Proxies of the undersigned, each with full power of substitution and resubstitution, to
attend and represent the undersigned at the annual meeting of stockholders of Jos. A. Bank
Clothiers, Inc. to be held at the Companys headquarters, 500 Hanover Pike, Hampstead, Maryland, on
June 19, 2008 at 10:00 a.m. Eastern Time, or at any adjournments or postponements thereof, and vote
thereat the number of shares of stock of the Company which the undersigned would be entitled to
vote if personally present, in accordance with the instructions set forth on this proxy card, and
in their discretion (or the discretion of either of them) on all other matters properly coming
before the meeting or any adjournments or postponements thereof.
(Continued and to be dated and signed on the reverse side)
▼
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
▼
|
|
|
|
|
The Board of Directors recommends a vote FOR each of the proposals.
|
|
Please mark
your votes
like this in
blue or
black ink.
|
|
x
|
|
|
|
|
|
|
|
|
|
WITHHOLD
|
|
|
FOR
|
|
AUTHORITY
|
1. Election of Robert N. Wildrick for a term
expiring at the Companys 2011
Annual Meeting of Stockholders, or at such
later time as his successor
has been duly elected and qualified.
|
|
o
|
|
o
|
|
|
|
|
|
(Mark only one of the two boxes for this item.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
2. Ratification of the selection of Deloitte &
Touche LLP as the
Companys registered public accounting firm for
the fiscal year
ending January 31, 2009.
|
|
o
|
|
o
|
|
o
|
|
|
|
|
|
|
|
(Mark only one of the three boxes for this item.)
|
|
|
|
|
|
|
|
|
|
|
|
When properly executed, this Proxy will be voted as directed. If no direction is made, this
Proxy will be voted FOR Mr. Wildrick and FOR the ratification of the selection of Deloitte
& Touche LLP.
|
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
|
|
Signature
|
|
|
|
Dated:
|
|
|
, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please sign exactly as name appears on the shares being voted. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator, trustee, guardian or
in other representative capacity, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
Grafico Azioni Jos. A. Bank Clothiers (NASDAQ:JOSB)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Jos. A. Bank Clothiers (NASDAQ:JOSB)
Storico
Da Lug 2023 a Lug 2024