|
1.
|
Elect
five directors for terms expiring at the 2010 annual meeting of
shareholders;
|
|
2.
|
Ratify
the selection of Grant Thornton, LLP by the board’s audit committee as our
independent auditors for
2009;
|
|
3.
|
Approve
an amendment to the Cenveo, Inc. 2007 Long-Term Equity Incentive Plan, as
amended; and
|
|
4.
|
Attend
to any other business properly presented at the meeting or any adjournment
thereof.
|
YOUR VOTE IS IMPORTANT TO
CENVEO.
Regardless
of whether you plan to attend the meeting in person,
we
urge you to vote
in favor of each of the proposals as soon as possible.
|
Robert
G. Burton, Sr.
|
Dr.
Mark J. Griffin
|
|
Gerald
S. Armstrong
|
Robert
B. Obernier
|
|
Leonard
C. Green
|
Mr.
Burton, 69, has been Cenveo’s Chairman and Chief Executive Officer since
September 2005. In January 2003, he formed Burton Capital Management, LLC,
a company that invests in middle market manufacturing companies, and has
been its Chairman, Chief Executive Officer and sole managing member since
its formation. From December 2000 through December 2002, Mr. Burton was
the Chairman, President and Chief Executive Officer of Moore Corporation
Limited, a leading printing company with over $2.0 billion in revenue for
fiscal year 2002. Preceding his employment at Moore, Mr. Burton
was Chairman, President, and Chief Executive Officer of Walter Industries,
Inc., a diversified holding company. From April 1991 through
October 1999, he was the Chairman, President and Chief Executive Officer
of World Color Press, Inc., a leading commercial printing company. From
1981 through 1991, he held a series of senior executive positions at
Capital Cities/ABC, including President of ABC Publishing. Mr.
Burton was also employed for 10 years as a senior executive of SRA, the
publishing division of IBM. Mr. Burton serves on our executive
committee (Chair).
|
Mr.
Armstrong, 65, became a director of Cenveo on December 31,
2007. He is presently an Executive Vice President of EarthWater
Global, LLC, a water exploration and development company he joined in
2006. He is also a Managing Director of Arena Capital Partners, LLC (1997
to present), a private investment firm. Prior to co-founding
Arena, Mr. Armstrong was a Partner at Stonington Partners, Inc., a private
equity partnership formed in 1994 out of Merrill Lynch Capital Partners
where Mr. Armstrong had served as a Managing Director since
1988. Prior to Merrill, Mr. Armstrong served as President and
Chief Operating Officer of PACE Industries, Inc., a holding company formed
at the end of 1983. A graduate of Dartmouth College with a
degree in English, Mr. Armstrong served as an officer in the United States
Navy and earned an MBA in Finance from New York University’s Graduate
School of Business (now Stern School of Business). In past
years, Mr. Armstrong has served on the board of directors of First USA,
Inc. (now a part of JPMorgan Chase), Ann Taylor Stores Corporation, World
Color Press, Inc., and numerous private companies. Mr.
Armstrong serves on our executive committee, audit committee, compensation
committee (Chair), and nominating and governance committee
(Chair).
|
Mr.
Green, 72, has been a director of Cenveo since September 2005. He has been
President of The Green Group, a financial services firm of CPAs,
consultants and entrepreneurs, since 1976. Mr. Green is a Professor of
Entrepreneurship at Babson College in Wellesley, Massachusetts. He is
presently, and has served, on the board of directors of a number of
private companies. Mr. Green serves on our executive committee, audit
committee (Chair), compensation committee, and nominating and governance
committee.
|
Dr.
Griffin, 60, has been a director of Cenveo since September 2005. He is the
founder of the Eagle Hill School, an independent private school in
Greenwich, Connecticut, and has been its headmaster since 1975. Since
1991, Dr. Griffin has served on the board of directors of the National
Center for Learning Disabilities, and he has been a member of its
Executive Committee since 2003. Dr. Griffin has also been on the board of
the Learning Disabilities Association of America since 1993. Dr. Griffin
served on the board of directors of World Color Press, Inc. from October
1996 to 1999, where he was a member of the audit and compensation
committees. Dr. Griffin serves on our executive committee, audit
committee, compensation committee, and nominating and governance
committee.
|
Mr.
Obernier, 71, has been a director of Cenveo since September 2005. Mr.
Obernier founded Horizon Paper Company, Inc., a paper supply company, in
1978, as President and CEO. In 1991, he became their Chairman
& CEO. Mr. Obernier is Chairman of the Norwalk Hospital Foundation and
a Trustee of Norwalk Hospital in Norwalk, Connecticut. Mr. Obernier
also serves on the audit committee of the board of the Juvenile Diabetes
Research Foundation as a volunteer. In addition, he is on the
Board of Chancellors for the New York City and Fairfield County Chapters
of that Foundation. Mr. Obernier serves on our executive committee, audit
committee, compensation committee, and nominating and governance
committee.
|
·
|
referrals from our management, existing directors and advisors, | |
|
·
|
business
and industry experience,
|
|
·
|
education,
|
|
·
|
diversity,
|
|
·
|
leadership
abilities,
|
|
·
|
professional
reputation and affiliation, and
|
|
·
|
personal
interviews.
|
|
·
|
all
of our current directors, except for Mr. Burton, qualify as independent
directors as defined by the rules of the New York Stock Exchange and our
corporate governance guidelines,
and
|
|
·
|
Mr.
Green qualifies as an audit committee financial expert under the rules of
the Securities and Exchange
Commission.
|
|
·
|
the
current committee charters for our nominating and governance committee,
our audit committee and our compensation
committee,
|
|
·
|
our
corporate governance guidelines,
and
|
|
·
|
our
code of business conduct and
ethics.
|
|
·
|
identifies
candidates for open director
positions,
|
|
·
|
selects,
or recommends that our board select, the director nominees for each annual
shareholders meeting,
|
|
·
|
oversees
the evaluation of our board’s effectiveness,
and
|
|
·
|
develops
and recommends to our board our corporate governance
principles.
|
|
·
|
monitors
the integrity of our financial statements, including our financial
reporting process,
|
|
·
|
monitors
our systems of internal controls regarding finance, accounting, and
compliance with legal and regulatory
requirements,
|
|
·
|
monitors
the independence and performance of our independent
auditor,
|
|
·
|
monitors
the performance of our internal audit function and our financial
executives,
|
|
·
|
reviews
our annual and quarterly financial statements and earnings press releases,
and
|
|
·
|
annually
retains our independent auditor and approves the terms and scope of the
work to be performed.
|
|
·
|
oversees
the design, development and implementation of our executive compensation
programs,
|
|
·
|
evaluates
the performance of the CEO and determines CEO
compensation,
|
|
·
|
reviews
matters relating to management advancement and succession,
and
|
|
·
|
reviews
and approves the compensation for our officers and directors, including
incentive compensation plans and equity-based
plans.
|
Name
|
Fees
Earned or
Paid
in Cash
($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive Plan Compensation
($)
|
All
Other Compensation
($)(4)
|
Total
($)
|
Gerald
S. Armstrong
|
$54,350
|
$
30,376
|
$0
|
-
|
-
|
$
84,726
|
Leonard
C. Green
|
$79,350
|
$101,214
|
$0
|
-
|
-
|
$180,564
|
Mark
J. Griffin
|
$55,550
|
$
30,376
|
$0
|
-
|
-
|
$
85,926
|
Robert
B. Obernier
|
$54,350
|
$
30,376
|
$0
|
-
|
-
|
$
84,726
|
(1)
|
This
column reports the amount of cash compensation earned in 2008 for Board
and committee service, including retainer and meeting
fees. Board members may elect to use Board fees to purchase
Company stock at full purchase price under the terms of the ESPP
plan. During 2008, Board members used their Board fees to
purchase stock at full purchase price as follows: Mr. Green spent $39,675,
Mr. Griffin spent $55,550 and Mr. Obernier spent
$54,350.
|
(2)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2008 fiscal year for the fair value
of RSUs granted in 2008, in accordance with Financial Accounting Standards
Board Statement of Financial Accounting Standard No. 123(R) (“FAS
123R”). The grant date fair value of the award of 14,226 RSUs
granted to each non-management director during 2008 was $135,005
(calculated using the closing price of Cenveo stock on the grant date of
$9.49). These awards were granted on September 12, 2008 and are
scheduled to vest on the first anniversary of the date of
grant. The grant date fair value of an award of 10,153 RSUs
granted to Mr. Green during 2008 was $100,007. This award was
granted on April 18, 2008 and is scheduled to vest on the first
anniversary of the date of grant. At January 3, 2009, with the
exception of Mr. Green, each non-employee director had 14,226 unvested
RSUs outstanding; Mr. Green had 24,379 unvested RSUs
outstanding.
|
(3)
|
This
column represents the dollar amount recognized for financial statement
reporting purposes with respect to the 2008 fiscal year for the fair value
of stock options granted in 2008, in accordance with SFAS
123R. No options were granted in 2008. At January 3,
2009, Dr. Griffin and Mr. Obernier each had 10,000 vested options and zero
unvested options outstanding; Mr. Green had 5,000 vested options and zero
unvested options outstanding; and Mr. Armstrong had no option
awards.
|
(4)
|
None
of our non-employee directors received any perquisites or compensation in
2008 other than cash fees and equity
awards.
|
Beneficial Owners
|
Amount
& Nature of
Shares
Beneficially Owned
|
Percentage
of Common
Stock
Outstanding
|
|||
Robert
G. Burton, Sr.
|
4,785,196
|
(a)
|
8.8
|
%
|
|
Mark
S. Hiltwein
|
116,178
|
(b)
|
*
|
||
Dean
E. Cherry
|
77,160
|
(c)
|
*
|
||
Harry
R. Vinson
|
185,983
|
(d)
|
*
|
||
Timothy
M. Davis
|
108,760
|
(e)
|
*
|
||
Gerald
S. Armstrong
|
17,000
|
(f)
|
*
|
||
Leonard
C. Green
|
867,575
|
(g)
|
1.6
|
%
|
|
Mark
J. Griffin
|
52,592
|
(h)
|
*
|
||
Robert
B. Obernier
|
86,790
|
(i)
|
*
|
||
All
directors and executive officers as a group (9 persons)
|
6,297,234
|
11.4
|
%
|
||
FMR
Corp.
|
7,760,904
|
(j)
|
14.2
|
%
|
|
Elm
Ridge Capital Management, LLC
|
5,091,059
|
(k)
|
9.3
|
%
|
|
Morgan
Stanley
|
2,758,339
|
(l)
|
5.1
|
%
|
*
|
Less
than 1%.
|
(a)
|
For
Mr. Burton: includes (i) 1,273,191 shares owned by Mr.
Burton; (ii) 2,987,005 shares owned by Burton Capital Management, LLC (Mr.
Burton is the Chairman, CEO and Managing Member of BCM, which was formed
to invest in middle market manufacturing companies that provide an
opportunity for increased shareholder value through intense management and
operational changes and organic and acquisitive growth); (iii) 475,000
stock options that are vested and exercisable; and (iv) 50,000 shares of
unvested restricted stock. Does not include 725,000 shares
underlying unvested restricted share unit awards or 225,000 shares
issuable upon exercise of unvested stock
options.
|
(b)
|
For
Mr. Hiltwein: includes (i) 93,525 shares owned by Mr.
Hiltwein; (ii) 12,500 stock options that are vested and exercisable; and
(iii) 10,153 RSUs that will vest within 60 days of the record
date. Does not include 108,750 shares underlying unvested
restricted share unit awards or 37,500 shares issuable upon exercise of
unvested stock options.
|
(c)
|
For
Mr. Cherry: includes (i) 77,160 shares owned by Mr.
Cherry. Does not include 75,000 shares underlying unvested
restricted share unit awards.
|
(d)
|
For
Mr. Vinson: includes (i) 68,483 shares owned by Mr.
Vinson; and (ii) 117,500 stock options that are vested and
exercisable. Does not include 109,500 shares underlying
unvested restricted share unit awards or 87,500 shares issuable upon
exercise of unvested stock options.
|
(e)
|
For
Mr. Davis: includes (i) 39,010 shares owned by Mr. Davis;
(ii) 1,000 shares owned by his spouse; and (iii) 68,750 stock options
that are vested and exercisable. Does not include 65,000 shares
underlying unvested restricted share unit awards or 71,250 shares issuable
upon exercise of unvested stock
options.
|
(f)
|
For
Mr. Armstrong: includes (i) 2,000 shares owned by Mr.
Armstrong; and (ii) 15,000 shares owned by his son, Peter
Armstrong. Mr. Armstrong disclaims beneficial ownership of the
shares owned by his son. Does not include 14,226 shares
underlying unvested restricted share unit
awards.
|
(g)
|
For
Mr. Green: includes (i) 705,782 shares owned by Mr. Green;
(ii) 5,000 stock options that are vested and exercisable; (iii) 10,153
RSUs that will vest within 60 days of the record date; (iv) 27,540 shares
owned by his spouse; (v) 52,100 shares owned by Dalled, Inc.; (vi) 18,700
shares owned by Jobel Management Corp.; (vii) 11,200 shares owned by
Market Investments, LP; (viii) 9,900 shares owned by Southern States
Investment Co., Inc.; (ix) 700 shares owned by Altman Trust-Green Realty
Associates; (x) 11,000 shares owned by Canal Corporation; and (xi) 15,500
shares owned by Founder, Inc. Mr. Green disclaims beneficial
ownership of the
|
|
foregoing
shares except to the extent of his pecuniary interest
therein. Includes 539,353 shares held in a margin
account. Does not include 14,226 shares underlying unvested
restricted share unit awards.
|
(h)
|
For
Dr. Griffin: includes (i) 42,592 shares owned by Dr.
Griffin; and (ii) 10,000 stock options that are vested and
exercisable. Does not include 14,226 shares underlying unvested
restricted share unit awards.
|
(i)
|
For
Mr. Obernier: includes (i) 76,790 shares owned by Mr.
Obernier; and (ii) 10,000 stock options that are vested and
exercisable. Does not include 14,226 shares underlying unvested
restricted share unit awards.
|
(j)
|
The
address for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109.
Fidelity Management & Research Company is a registered investment
adviser and a wholly-owned subsidiary of FMR LLC and is the beneficial
owner of 7,760,904 shares as a result of acting as investment adviser to
various investment companies. The ownership of one investment
company, Fidelity Leveraged Co Stock Fund (“FLCSF”), amounts to 3,858,300
shares. FLCSF has its principal business office at 82
Devonshire Street, Boston, Massachusetts 02109. Edward C.
Johnson 3d and FMR LLC, through its control of Fidelity and the funds each
has sole power to dispose of the 7,760,904 shares owned by the
Funds. Members of the family of Edward C. Johnson 3d, Chairman
of FMR LLC, are the predominant owners, directly or through trusts,
representing 49% of the voting power of FMR LLC. As such, they
may be deemed to be a controlling group with respect to FMR LLC. Neither
FMR LLC nor Edward C. Johnson 3d, has the sole power to vote or direct the
voting of the shares owned directly by the Fidelity Funds, which power
resides with the Funds’ Boards of Trustees. Fidelity carries
out the voting of the shares under written guidelines established by the
Funds’ Boards of Trustees. Pyramis Global Advisors Trust
Company (“PGATC”), 53 State Street, Boston, Massachusetts 02109, an
indirect wholly-owned subsidiary of FMR LLC and a bank as defined in the
Securities Exchange Act of 1934, is the beneficial owner of 367,180
shares. Edward C. Johnson 3d and FMR LLC, through its control of PGATC,
each have sole dispositive power of the 367,180 shares, and the sole power
to vote or to direct the voting of 326,860 shares owned by the
institutional accounts managed by PGATC as reported above. The foregoing
information is based solely on the Schedule 13G/A filed by FMR Corp. and
Mr. Johnson with the SEC on February 16,
2009.
|
(k)
|
The
address for Elm Ridge Capital Management, LLC is 3 West Main Street, 3rd
Floor, Irvington, New York 10533. Mr. Ronald Gutfleish is the managing
member of Elm Ridge Capital Management, LLC. The foregoing information is
based solely on the Schedule 13G filed with the SEC on February 13,
2009.
|
(l)
|
Morgan
Stanley is the beneficial owner of 2,758,339 shares. The
address for Morgan Stanley is 1585 Broadway, New York, New York
10036. The foregoing information is based solely on the
Schedule 13G filed with the SEC on February 16,
2009.
|
|
·
|
PAY
FOR PERFORMANCE
|
|
·
|
establish
a direct relationship between executive compensation and our financial and
operating performance;
|
|
·
|
provide
performance-based compensation (including equity awards) that allow
executive officers to earn rewards for maximizing shareholder
value;
|
|
·
|
align
the interests of our executives with those of our
shareholders;
|
|
·
|
attract
and retain the executives necessary for our long-term success;
and
|
|
·
|
reward
individual initiative and the achievement of specified
goals.
|
|
·
|
Bonus:
Our annual bonus is based solely on achievement by the Company and the
executive of pre-determined measures such as non-GAAP EPS, adjusted
EBITDA, free cash flow, margins, and capital expenditures (as defined on
page 17) that have been communicated to our investors. No bonus
is paid unless key financial targets for the award are
met.
|
|
·
|
Equity
Awards: Equity incentive compensation in the form of stock options,
restricted stock and restricted stock units (RSUs) will have a value that
is contingent upon the performance of the Company’s share
price. In
addition, no equity awards are granted unless we are on track to achieve
our key financial goals.
|
|
·
|
Key
Employee Retention Program (KERP): In 2008, the Company put in
place a KERP to ensure that it retains the services of managers who the
Board has determined are critical to the long-term performance of the
Company. Under the KERP, a participant is awarded a specified
dollar award that is paid out in equal monthly installments over a minimum
of two years. KERP awards are not vested and any participant
who leaves the Company forfeits the unpaid portion of the
award.
|
|
·
|
key
financial measurements such as non-GAAP EPS and Adjusted EBITDA, which are
the measures specifically used in our executive incentive bonus
program;
|
|
·
|
strategic
objectives such as acquisitions and
dispositions;
|
|
·
|
promoting
commercial excellence by continuously improving products and services,
being a leading market player and attracting and retaining
customers;
|
|
·
|
achieving
specific operational goals for the Company or particular business or
business unit led by the named
executive;
|
|
·
|
achieving
excellence in their organizational structure and among their employees;
and
|
|
·
|
supporting
our values by promoting a culture of integrity through compliance with law
and our ethics policies, as well as commitment to
diversity.
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Award(s)
(2)
|
Option
Awards
(3)
|
Non-
Equity
Incentive
Plan
Compen-
sation
|
Change
in Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
(4)
|
All Other
Compen-
sation
(5)
|
Total
(6)
|
|||
Robert
G. Burton
|
2008
|
$1,100,000
|
-
|
$2,009,289
|
-
|
-
|
-
|
$482,479
|
$3,591,768
|
|||
Chairman
and Chief
|
2007
|
$1,016,667
|
-
|
$402,525
|
-
|
$1,650,000
|
-
|
$24,858
|
$3,094,050
|
|||
Executive
Officer
|
2006
|
$957,387
|
-
|
$231,187
|
$94,650
|
$3,000,003
|
-
|
$14,544
|
$4,297,771
|
|||
Mark
S. Hiltwein
|
2008
|
$425,000
|
-
|
$368,172
|
-
|
-
|
-
|
$49,465
|
$842,637
|
|||
Chief
Financial Officer
|
2007
|
$178,787
|
-
|
$60,379
|
$23,663
|
$107,885
|
-
|
$6,259
|
$376,973
|
|||
2006
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||
Dean
E. Cherry
|
2008
|
$389,583
|
-
|
$297,334
|
-
|
-
|
-
|
$25,255
|
$712,172
|
|||
Group
President, Envelope,
|
2007
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||
Commercial
Print &
|
2006
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||
Packaging Group | ||||||||||||
Harry
R. Vinson
|
2008
|
$324,083
|
-
|
$219,059
|
-
|
-
|
-
|
$57,442
|
$600,584
|
|||
President,
Cadmus
|
2007
|
$290,625
|
-
|
$40,253
|
$18,930
|
$289,020
|
-
|
$109,577
|
$748,405
|
|||
Publisher
Services Group
|
2006
|
$250,000
|
-
|
$290,731
|
$316,855
|
$225,000
|
-
|
$19,855
|
$1,102,441
|
|||
Timothy
M. Davis
|
2008
|
$358,333
|
-
|
$165,491
|
-
|
-
|
-
|
$48,623
|
$572,447
|
|||
Senior
Vice President,
|
2007
|
$345,000
|
-
|
$26,835
|
$18,930
|
$131,250
|
-
|
$12,789
|
$534,804
|
|||
General
Counsel and
Secretary
|
2006
|
$335,000
|
-
|
$30,825
|
$30,761
|
$175,000
|
-
|
$19,669
|
$591,255
|
(1)
|
100%
of our annual cash bonus is performance-based, and is therefore included
under the “Non-Equity Incentive Plan Compensation” column. The
requirements for receiving this bonus are described elsewhere in this
proxy statement.
|
(2)
|
Represents
the dollar amount recognized for financial statement reporting purposes
with respect to the fair value of RSUs granted in accordance with SFAS
123R. Pursuant to SEC rules, the amounts shown exclude the
impact of estimated forfeitures related to service-based vesting
conditions. Fair value is calculated using the closing price of
Cenveo stock on the date of grant. For additional information,
refer to note 12 of the consolidated financial statements in the Company’s
Annual Report on Form 10-K for the year ended January 3,
2009. These amounts reflect the Company’s accounting expense
for these awards, and do not correspond to the actual value that will be
recognized by the named executives.
|
(3)
|
Represents
the dollar amount recognized for financial statement reporting purposes
with respect to fiscal 2006 for the fair value of stock options granted in
2007 and 2006, in accordance with SFAS 123R. Pursuant to SEC
rules, the amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. For additional
information on the valuation assumptions, refer to note 12 of the
consolidated financial statements in the Company’s Annual Report on Form
10-K for the year ended January 3, 2009. These amounts reflect
the Company’s accounting expense for these awards, and do not correspond
to the actual value that will be recognized by the named executives. There were
no option awards in fiscal year 2008.
|
(4)
|
We
pay no pension or other retirement compensation to, and have no deferred
compensation plan for, our named executives.
|
(5)
|
This
column reports perquisites of life insurance premiums, car allowances and
key employee retention program (KERP) payments. KERP payments
during 2008 were as follows: For Mr. Burton, $450,000; for Mr.
Hiltwein, $29,423; for Mr. Cherry, $13,636; for Mr. Vinson, $40,909; and
for Mr. Davis, $35,795. KERP payments are paid through regular
payroll and are to be paid over a 33 month period ending December 31,
2010. For Mr. Hiltwein, also includes $7,457 he received for
the 2008 Chairman’s Award. For Mr. Vinson, this also includes
$4,511 for relocation expenses paid in 2008.
|
(6)
|
These
total amounts include the Company’s accounting expense in 2006 for equity
awards granted in 2006 and 2005, and, accordingly, do not correspond to
the actual value that will be recognized by the named executives.
|
Name
|
Grant
Date
|
Estimated
Possible
Payouts
Under Non-
Equity
Incentive
Plan
Awards(1)
|
All
Other
Stock Awards:
Number of
Shares of
Stock or
Units (2)
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(3)
|
Exercise
or
Base Price
of Option
Awards(4)
(per share)
|
Full
Grant
Date
Fair
Value
of
Equity
Awards
(5)
|
Target
|
||||||
Robert
G. Burton
|
--
|
$3,300,000
|
--
|
--
|
||
5/2/2008
|
163,907
|
$1,732,497
|
||||
9/12/2008
|
400,000
|
$3,796,000
|
||||
Mark
S. Hiltwein
|
--
|
$467,500
|
--
|
--
|
||
4/18/2008
|
10,153
|
$100,007
|
||||
5/2/2008
|
23,220
|
$245,435
|
||||
9/12/2008
|
75,000
|
$711,750
|
||||
Dean
E. Cherry
|
--
|
$522,500
|
--
|
--
|
||
5/2/2008
|
23,220
|
$245,435
|
||||
9/12/2008
|
75,000
|
$711,750
|
||||
Harry
R. Vinson
|
--
|
$375,000
|
--
|
--
|
||
5/2/2008
|
16,142
|
$170,621
|
||||
9/12/2008
|
70,000
|
$664,300
|
||||
Timothy
M. Davis
|
--
|
$277,500
|
--
|
--
|
||
5/2/2008
|
13,038
|
$137,812
|
||||
9/12/2008
|
40,000
|
$379,600
|
(1)
|
This
column shows the potential value of the payout for each named executive
under our Management By Objectives incentive bonus plan that was available
if the executive’s target goals were satisfied for 2008. The
potential payouts were performance-driven and therefore completely at
risk. No bonus would be paid unless certain financial targets
for the Company and the executive’s division, as applicable, were
met. Even if the financial targets were met, the target bonus
could be subject to reduction if certain other non-financial goals were
not met. The business measurements, performance goals and
salary for determining the payout are described under the heading “2008
Bonuses” on page 17.
|
(2)
|
This
column shows the number of RSUs granted in 2008 to the named
executives. The award granted on April 18, 2008 will vest
on April 18, 2009. The award granted on May 2, 2008 vested
on February 25, 2009. The September 12, 2008 award vests 25%
per year over four years beginning September 12, 2009, the first
anniversary of the date of grant.
|
(3)
|
This
column shows the number of stock options granted in 2008 to the named
executives. There were no stock options granted in
2008.
|
(4)
|
This
column shows the exercise price for the stock options granted, which was
the closing price of Cenveo stock on the date of grant. There
were no stock options granted in 2008.
|
(5)
|
This
column shows the full grant date fair value of the RSUs under SFAS 123R
granted to the named executives in 2008. Generally, the full
grant date fair value is the total amount that the Company would expense
in its financial statements over the award’s vesting
schedule. For RSUs, fair value is calculated using the closing
price of Cenveo stock on the grant date ($9.85 for the 4/18/2008 award,
$10.57 for the 5/2/2008 award, and $9.49 for the 9/12/2008
award). For additional information on the valuation assumptions
for these awards, see note 12 of the consolidated financial statements in
the Company’s Annual Report on Form 10-K for the year ended
January 3, 2009. These amounts reflect the Company’s total
accounting expense over the respective vesting period, and do not
correspond to the actual value that will be recognized by the named
executives. Actual amounts received by our executives will
depend on our executives’ continued employment through the vesting period
and our stock price when the executives ultimately sell the
stock.
|
Option
Awards
|
Stock
Awards
|
|||||||
Name
|
Grant
Date
|
Number
of Securities Underlying Unexercised Options-
Exercisable
|
Number
of Securities Underlying Unexercised
Options-
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of Shares or
Units of Stock
That Have
Not Vested (1)
|
Market Value
of Shares or
Units of Stock
That Have
Not Vested
|
|
Robert
G. Burton
|
10/27/2005
|
375,000
|
125,000
|
$9.52
|
10/27/2012
|
50,000
|
$239,000
|
|
10/27/2005
|
---
|
---
|
---
|
---
|
25,000
|
$119,500
|
||
9/12/2006
|
100,000
|
100,000
|
$20.55
|
9/12/2012
|
75,000
|
$358,500
|
||
9/12/2007
|
---
|
---
|
---
|
---
|
225,000
|
$1,075,500
|
||
5/2/2008
|
---
|
---
|
---
|
---
|
163,907
|
$783,475
|
||
9/12/2008
|
---
|
---
|
---
|
---
|
400,000
|
$1,912,000
|
||
Mark
S. Hiltwein
|
9/12/2007
|
12,500
|
37,500
|
$17.89
|
9/12/2013
|
33,750
|
$161,325
|
|
4/18/2008
|
---
|
---
|
---
|
---
|
10,153
|
$48,531
|
||
5/2/2008
|
---
|
---
|
---
|
---
|
23,220
|
$110,991
|
||
9/12/2008
|
---
|
---
|
---
|
---
|
75,000
|
$358,500
|
||
Dean
E. Cherry
|
5/2/2008
|
---
|
---
|
---
|
---
|
23,220
|
$110,991
|
|
9/12/2008
|
---
|
---
|
---
|
---
|
75,000
|
$358,500
|
||
Harry
R. Vinson
|
10/27/2005
|
75,000
|
25,000
|
$9.52
|
10/27/2012
|
---
|
---
|
|
9/12/2006
|
32,500
|
32,500
|
$20.55
|
9/12/2012
|
17,000
|
$81,260
|
||
9/12/2007
|
10,000
|
30,000
|
$17.89
|
9/12/2013
|
22,500
|
$107,550
|
||
5/2/2008
|
---
|
---
|
---
|
---
|
16,142
|
$77,159
|
||
9/12/2008
|
---
|
---
|
---
|
---
|
70,000
|
$334,600
|
||
Timothy
M. Davis
|
11/18/2005
|
26,250
|
8,750
|
$11.98
|
11/18/2012
|
---
|
---
|
|
9/12/2006
|
32,500
|
32,500
|
$20.55
|
9/12/2012
|
10,000
|
$47,800
|
||
9/12/2007
|
10,000
|
30,000
|
$17.89
|
9/12/2013
|
15,000
|
$71,700
|
||
5/2/2008
|
---
|
---
|
---
|
---
|
13,038
|
$62,322
|
||
9/12/2008
|
---
|
---
|
---
|
---
|
40,000
|
$191,200
|
(1)
|
Mr.
Burton’s 50,000 unvested shares granted on 10/27/2005 are restricted
stock. All other numbers in this column are unvested
RSUs.
|
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of
Shares Acquired
on Exercise(1)
|
Value
Realized
on
Exercise
|
Number
of
Shares
Acquired
on
Vesting
|
Value
Realized
on Vesting(5)
|
Robert
G. Burton
|
---
|
---
|
50,000(2)
|
$474,500
|
---
|
---
|
25,000(2)
|
$237,250
|
|
---
|
---
|
37,500(2)
|
$355,875
|
|
---
|
---
|
75,000(2)
|
$711,750
|
|
Mark
S. Hiltwein
|
---
|
---
|
11,250(3)
|
$106,763
|
Dean
E. Cherry
|
---
|
---
|
---
|
---
|
Harry
R. Vinson
|
---
|
---
|
7,500(3)
|
$71,175
|
---
|
---
|
8,500(4)
|
$80,665
|
|
Timothy
M. Davis
|
---
|
---
|
5,000(3)
|
$47,450
|
---
|
---
|
5,000(4)
|
$47,450
|
(1)
|
None
of our named executive officers exercised any options in
2008.
|
(2)
|
50,000
are shares of restricted stock and 25,000 are restricted stock
units. Each represents vesting of 25% of stock awards granted
to Mr. Burton on October 27, 2005. 37,500 are restricted stock
units vesting 25% granted to Mr. Burton on September 12,
2006. 75,000 are restricted stock units vesting 25% granted to
Mr. Burton on September 12, 2007.
|
(3)
|
Restricted
Stock Units. Represents vesting of 25% of awards granted on
September 12, 2007.
|
(4)
|
Restricted
Stock Units. Represents vesting of 25% of awards granted on
September 12, 2006.
|
(5)
|
Amounts
reflect the market price of the stock on the date the award vested. All of the stock
awards vested on September 12, 2008; closing price of Cenveo stock on that
date was $9.49 per share.
|
Cash
Severance Payment
|
Continuation
of
Medical
Benefits(1)
|
Accelerated
Vesting of
Equity
Awards(2)
|
Total
Termination
Benefits
|
|
Robert
G. Burton
|
||||
ŸVoluntary
Resignation
|
$0
|
$0
|
$0
|
$0
|
ŸRetirement
|
$0
|
$0
|
$0
|
$0
|
ŸDeath
|
$0
|
$0
|
$239,900
|
$239,000
|
ŸDisability
|
$2,200,000
|
$0
|
$239,900
|
$2,439,000
|
ŸWithout Cause or
For Good Reason
|
$8,836,000
|
$17,808
|
$3,704,500
|
$12,558,308
|
ŸChange of
Control
|
$0
|
$0
|
$3,704,500
|
$3,704,500
|
Mark
S. Hiltwein
|
||||
ŸVoluntary
Resignation
|
$0
|
$0
|
$0
|
$0
|
ŸRetirement
|
$0
|
$0
|
$0
|
$0
|
ŸDeath
|
$0
|
$0
|
$0
|
$0
|
ŸDisability
|
$0
|
$0
|
$0
|
$0
|
ŸWithout Cause or
For Good Reason
|
$904,500
|
$15,144
|
$568,356
|
$1,488,000
|
ŸChange of
Control
|
$0
|
$0
|
$568,356
|
$568,356
|
Dean
E. Cherry
|
||||
ŸVoluntary
Resignation
|
$0
|
$0
|
$0
|
$0
|
ŸRetirement
|
$0
|
$0
|
$0
|
$0
|
ŸDeath
|
$0
|
$0
|
$0
|
$0
|
ŸDisability
|
$0
|
$0
|
$0
|
$0
|
ŸWithout Cause or
For Good Reason
|
$923,083
|
$14,196
|
$358,500
|
$1,295,779
|
ŸChange of
Control
|
$0
|
$0
|
$358,500
|
$358,500
|
Harry
R. Vinson
|
||||
ŸVoluntary
Resignation
|
$0
|
$0
|
$0
|
$0
|
ŸRetirement
|
$0
|
$0
|
$0
|
$0
|
ŸDeath
|
$0
|
$0
|
$0
|
$0
|
ŸDisability
|
$0
|
$0
|
$0
|
$0
|
ŸWithout Cause or
For Good Reason
|
$711,083
|
$14,196
|
$523,410
|
$1,248,689
|
ŸChange of
Control
|
$0
|
$0
|
$523,410
|
$523,410
|
Timothy
M. Davis
|
||||
ŸVoluntary
Resignation
|
$0
|
$0
|
$0
|
$0
|
ŸRetirement
|
$0
|
$0
|
$0
|
$0
|
ŸDeath
|
$0
|
$0
|
$0
|
$0
|
ŸDisability
|
$0
|
$0
|
$0
|
$0
|
ŸWithout Cause or
For Good Reason
|
$647,833
|
$
1,152
|
$310,700
|
$959,685
|
ŸChange of
Control
|
$0
|
$0
|
$310,700
|
$310,700
|
(1)
|
Reflects
payment of COBRA premiums under the executives’ employment
agreements.
|
(2)
|
Reflects
the value of restricted stock and RSUs whose vesting is accelerated on the
termination of employment and the option spread of stock options whose
vesting is accelerated on the termination of employment, in each case
based on the closing price of the Company’s common stock of $4.78 on
January 2, 2009, the last business day of the fiscal
year.
|
|
·
|
willful
and continued failure of the executive to perform his duties under the
Employment Agreement,
|
|
·
|
willful
engagement in illegal conduct or misconduct materially damaging to the
Company and its subsidiaries,
|
|
·
|
conviction
of, or pleading nolo contendere to a felony,
or
|
|
·
|
dishonesty
or misappropriation relating to the Company,
and
|
|
·
|
in
the event that the event or condition is curable, failure to remedy such
event or condition within 30 days following written notice thereof from
the Company (and an affirmative vote by two-thirds of the Board in the
case of Mr. Burton).
|
|
·
|
a
material dimunition of the executive’s authority, duties or
responsibilities,
|
|
·
|
material
reduction in executive’s annual base
salary,
|
|
·
|
relocation
of the executive’s place of employment more than 35 miles from his current
location, or
|
|
·
|
a
material breach of the Employment Agreement by the
Company.
|
|
·
|
failure
of a successor company to assume the Employment
Agreement,
|
|
·
|
failure
to provide office space, related facilities and support personnel
appropriate for the executive’s responsibilities and position,
or
|
|
·
|
without
executive’s prior written consent, removal of or failure to nominate,
re-elect or re-appoint the executive to the Board, or failure by the
Company to renew the Employment
Agreement.
|
|
·
|
overall
audit scopes and plans,
|
|
·
|
results
of internal and external audit
examinations,
|
|
·
|
management’s
discussion and analysis of financial condition and results of operations
contained in Cenveo’s quarterly and annual
reports,
|
|
·
|
evaluations
of Cenveo’s internal controls by management and Grant Thornton,
and
|
|
·
|
quality
of Cenveo’s financial reporting.
|
|
·
|
there
are any significant accounting judgments made by management in preparing
the financial statements that would have been made differently had Grant
Thornton prepared and been responsible for the financial
statements,
|
|
·
|
Cenveo’s
financial statements fairly present to investors, with clarity and
completeness, its financial position and performance for the reporting
period in accordance with generally accepted accounting principles and
disclosure requirements of the Securities and Exchange
Commission,
|
|
·
|
Cenveo
has implemented internal controls and internal audit procedures that are
appropriate for it, and
|
|
·
|
Grant
Thornton had discovered any accounting adjustments made by management
during the year that would have been more properly reflected in prior year
results.
|
2008
|
2007
|
|||||
Audit
fees(1)
|
$
|
1,391,708
|
$
|
2,216,000
|
||
Audit-related
fees(2)
|
207,835
|
3,569,347
|
||||
Tax
fees(3)
|
21,050
|
12,753
|
||||
All
other fees
|
--
|
--
|
||||
Total
|
$
|
1,620,593
|
$
|
5,798,100
|
(1)
|
For
auditing our annual consolidated financial statements and accounting
consultations during the audit and reviews of our interim financial
statements in our reports filed with the Securities and Exchange
Commission. In addition, these fees include the audit of our internal
controls over financial reporting and of management’s assessment of these
controls.
|
(2)
|
For
due diligence services rendered in connection with acquisitions and in
2007 the internal review conducted by the Company’s audit
committee relating to the filing of the Company’s 2007 Annual
Report on Form 10-K.
|
(3)
|
For
tax return review and preparation and tax advice and
planning.
|
|
·
|
Limitation
on shares requested. The maximum number of shares which may be
issued under the 2007 Plan will be, assuming shareholder approval of the
increase in shares, 4,500,000 (four million five hundred thousand)
shares. In addition, any shares previously authorized for grant
under the 2001 Long-Term Equity Incentive Plan (the “2001 Plan”) and prior
plans which remained available for grant on the effective date of the 2007
Plan or will become available as a result of forfeitures are also
available for grant under the 2007 Plan. Prior to the amendment
to increase the shares, as of March 2, 2009 there were 393,379 shares
available for grant under the 2007 Plan. As of March 2, 2009,
there were 2,911,975 option grants outstanding whose weighted average
exercise price is $15.1010 and weighted average remaining contractual life
is 3.7948, and 2,132,628 restricted awards outstanding whose weighted
average fair value is $12.1765 and weighted average remaining contractual
life is 5.5372.
|
|
·
|
Limitation
on term of stock option grants. The term of each stock option
will not exceed seven years.
|
|
·
|
No
repricing or grant of discounted stock options. The 2007 Plan
does not permit the repricing of options or stock appreciation rights
(“SAR”) either by amending an existing award or by substituting a new
award at a lower price. The 2007 Plan prohibits the granting of
stock options or SARs with an exercise price less than the fair market
value of Cenveo stock on the date of
grant.
|
|
·
|
Limitation
on vesting. In general, time-vested awards can vest no earlier
than in installments over 3 years from the date of grant and
performance-vested awards can vest no earlier than the expiration of a one
year performance period. Awards may vest sooner upon a change
of control and certain terminations of employment. Awards to
non-employee directors are not subject to these vesting
limitations.
|
|
·
|
Limitation
on share replenishment. Shares surrendered for the payment of
the exercise price or withholding taxes with respect to stock options or
SARs do not again become available for issuance under the 2007
Plan.
|
Plan
Category
|
Number
of Securities
to
be Issued upon
Exercise
of Outstanding
Options,
Warrants
and
Rights
|
Weighted
Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights
|
Number
of Securities Remaining
Available
for Issuance under Equity
Compensation
Plans (Excluding
Securities
Reflected in Column 2)
|
Equity
compensation plans approved by shareholders
|
5,452,764(1)
|
$15.12(2)
|
380,281(3)
|
Equity
compensation plans not approved by
shareholders
(4)
|
n/a
|
n/a
|
n/a
|
Total
|
5,452,764
|
$15.12
|
380,281
|
(1)
|
Includes
2,921,975 shares subject to outstanding stock options and 2,530,789 shares
subject to outstanding RSU awards. The table does not include
shares subject to restricted stock awards because such shares are already
issued, although they are subject to forfeiture.
|
(2)
|
The
weighted average exercise price does not take outstanding RSU awards into
account because such awards have no exercise price.
|
(3)
|
These
shares are available for issuance under our 2007 Long-Term Equity
Incentive Plan. The 2007 Plan, as approved by shareholders,
provides that any unused shares authorized under prior plans (and shares
that become available due to forfeitures of awards granted under such
plans) are rolled over into the 2007 Plan. The 2007 Plan provides for the
grant of stock options, SARs, restricted stock, restricted stock units,
and other stock-based awards. Of the shares available for grant
under the 2007 Plan as of January 3, 2009, no more than 380,281 are
available for restricted stock awards and/or RSU
awards.
|
(4) |
Does
not include shares purchased under our employee stock purchase plan, which
are purchased on the open market. The employees and directors
participating in the plan pay the full market price for the shares. The
Company does not reserve shares for this
plan.
|
Q: | Why am I receiving these materials? |
A:
|
Cenveo
is providing these proxy materials to you and soliciting your vote in
connection with its annual meeting of shareholders, which will take place
on April 30, 2009. As a shareholder, you are invited to attend the meeting
and may vote on the proposals described in this proxy
statement.
|
A:
|
The
information included in this proxy statement relates to the proposals to
be voted on at the meeting, the voting process, the compensation of
directors and executive officers and certain other required information.
Our 2008 Annual Report is also
enclosed.
|
A:
|
Only
shareholders of record at the close of business on March 2, 2009 may
vote at the meeting. As of the record date 54,585,241 shares of Cenveo’s
common stock were issued and outstanding. Each shareholder is entitled to
one vote for each share of common stock held on the record
date.
|
Q:
|
What
is the difference between holding shares as a shareholder of record and as
a beneficial owner?
|
A:
|
Most
shareholders hold shares through a stockbroker, bank or other nominee
rather than directly in their own name. There are some distinctions
between shares held of record and shares owned beneficially, which are
summarized below:
|
|
Shareholder of
Record. If your
shares are registered directly in your name with our transfer agent,
Computershare Trust Company, N.A., you are considered to be the
shareholder
of record of
those shares and these proxy materials are being sent directly to you by
Cenveo. As the shareholder
of record, you have the right to vote by proxy or
to vote in person at the meeting. In that case, we have enclosed a proxy
card for you to use.
|
|
Beneficial
Owner. If your
shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial
owner of shares
held in street
name, and these proxy materials are being
forwarded to you by your broker or bank, which is considered to be the
shareholder
of record of
those shares. As the beneficial
owner, you have the right to direct your
broker how to vote and are also invited to attend the meeting. If you wish
to vote these shares at the meeting, you must contact your bank or broker
for instructions as to how to do so. Your broker or bank has enclosed a
voting instruction card for you to use in directing the broker or nominee
how to vote your shares for
you.
|
Q:
|
What
may I vote on at the meeting?
|
A:
|
You may vote on the following
three proposals:
|
|
·
|
to elect five nominees to
serve on Cenveo’s board of directors for terms expiring at the next annual
meeting,
|
|
·
|
to ratify the selection of our
independent auditors for 2009,
and
|
|
·
|
to approve the increase in
shares allocated for the Cenveo, Inc. 2007 Long-Term Equity Incentive
Plan.
|
Q:
|
How
does the board of directors recommend I
vote?
|
A:
|
The board recommends that you
vote your shares FOR each of the five listed director nominees, and FOR
the ratification of our independent auditors, and FOR the approval of the
increase in shares allocated for the Cenveo, Inc. 2007 Long-Term Equity
Incentive Plan.
|
Q:
|
How
can I vote my shares?
|
A:
|
You may vote either in person
at the meeting or by proxy. Please refer to the instructions included on
your proxy card to vote by proxy. If you hold your shares in street name
through a bank, broker or other record holder, then you may vote by the
methods your bank or broker makes available using the instructions the
bank or broker has included with this proxy statement. These methods may
include voting over the internet, by telephone or by mailing a voting
instruction card.
|
Q:
|
How
are votes counted?
|
A:
|
In
the election of directors, you may vote FOR all of the director nominees
or your vote may be WITHHELD with respect to one or more nominees. You may
vote FOR, AGAINST or ABSTAIN on the proposal to ratify the auditors and
the proposal to approve the increase in shares for the Cenveo, Inc. 2007
Long-Term Equity Incentive Plan.
|
Q:
|
What
is a “quorum” and why is it
necessary?
|
A:
|
Conducting
business at the annual meeting requires a quorum. For a quorum to exist,
shareholders representing a majority of the outstanding shares entitled to
vote must be present in person or represented by proxy. Under the Colorado
Business Corporation Act, abstentions and broker non-votes are treated as
present for purposes of determining whether a quorum exists. A broker
non-vote occurs when a broker cannot exercise discretionary voting power
and has not received instructions from the beneficial
owner.
|
|
In
accordance with the rules of the New York Stock Exchange, brokers will be
permitted to exercise discretionary authority in voting shares held in
street name for the election of the nominees named in this proxy statement
and for ratification of the selection of auditors. If you
fail to provide voting instructions to your broker with respect to this
proposal, your shares will be broker
non-votes.
|
Q:
|
What
vote is required to approve each proposal, and how will votes be
counted?
|
A:
|
If
a quorum is present, directors will be elected by a plurality of the votes
cast. This means that the five nominees receiving the highest number of
votes will be elected as directors. Cenveo’s articles of incorporation do
not permit shareholders to cumulate their votes. Abstentions
will have no effect on the vote for directors. There will be no
broker non-votes.
|
|
Each
of the proposals other than the election of directors will be adopted if
the votes cast in favor of the proposal exceed the votes cast against the
proposal. Abstentions and broker non-votes will have no effect
on the proposals.
|
Q:
|
Can
I change my vote?
|
A:
|
You
have the right to revoke your proxy
by:
|
|
·
|
providing written notice to
Cenveo’s corporate secretary before the meeting that you revoke your
proxy,
|
|
·
|
voting in person at the
meeting, or
|
|
·
|
signing a later-dated proxy
card and submitting it so that it is received before the meeting
begins.
|
|
Attending
the meeting will not by itself revoke a
proxy.
|
Q:
|
What
does it mean if I get more than one proxy
card?
|
A:
|
If
your shares are registered differently and are held in more than one
account, then you will receive more than one proxy card. Be sure to vote
all of your accounts so that all of your shares are voted. We encourage
you to have all accounts registered in the same name and address whenever
possible.
|
Q:
|
How
will voting on any other business be
conducted?
|
A:
|
We
do not know of any business to be considered at the meeting other than
election of five directors, the ratification of our independent auditors,
and the increase in shares for the 2007 Long-Term Equity Incentive Plan.
If any other business is properly presented at the meeting, your proxy
gives Mark S. Hiltwein, our Chief Financial Officer, and Timothy M. Davis,
our Senior Vice President, General Counsel and Secretary, authority to
vote on these matters in their
discretion.
|
Q:
|
Who
may attend the meeting?
|
A:
|
All
shareholders who owned shares of our common stock on the record date,
March 2, 2009, may attend the meeting. You may indicate on the enclosed
proxy card if you plan to attend the
meeting.
|
Q:
|
Where
and when will I be able to find the results of the
voting?
|
A:
|
The
results of the voting will be announced at the meeting. We will also
publish the final results in our quarterly report on Form 10-Q for the
second quarter of 2009, which we will file with the Securities and
Exchange Commission.
|
Q:
|
When
are shareholder proposals for the 2010 annual meeting
due?
|
A:
|
In
order to be considered for inclusion in our proxy statement for the 2010
annual meeting a shareholder proposal must be received by our Corporate
Secretary at our principal office by November 30, 2009. A
shareholder of record may introduce a proposal to be voted on at our 2010
annual meeting that is not included in our proxy statement for that
meeting. In order to do so, the shareholder must provide
written notice of such intention that is received by our Corporate
Secretary at our principal office no later than February 2,
2010. Such notice must include a brief description of the
proposal desired to be introduced, the reason for it, and the proposing
shareholder’s interest in the matter; the proposing shareholder’s name and
address as they appear on the Company’s books; the number of shares of
common stock owned beneficially by the proposing shareholder and the date
they were acquired; and a representation that the shareholder intends to
appear at the annual meeting and present the
proposal.
|
A:
|
A
shareholder of record may nominate a candidate for director by providing
written notice to our Corporate Secretary at our principal
office. If the nomination relates to an election to be held at
our annual meeting, the notice must be received by our Corporate Secretary
no later than 90 days before the anniversary date of the previous year’s
annual meeting, and if it relates to an election to be held at a special
meeting, it must be received by the close of business on the tenth day
after the day notice of the special meeting was first mailed or publicly
disclosed. The notice must include all information about the
proposed nominee required by SEC rules to be included in a proxy
statement, the nominee’s written consent to serve if elected, the
nominating shareholder’s name and address as they appear on the Company’s
books and the number of shares beneficially owned by the nominating
shareholder.
|
Q:
|
Who
will bear the cost of soliciting proxies for the meeting, and how will
these proxies be solicited?
|
A:
|
We will pay the cost of
preparing, assembling, printing, mailing and distributing these proxy
materials, including the charges and expenses of brokers, banks, nominees
and other fiduciaries who forward proxy materials to their principals.
Proxies may be solicited by mail, in person, by telephone or by electronic
communication by our officers and employees, who will not receive any
additional compensation for these solicitation
activities.
|