þ | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 75-3095469 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
5505 Blue Lagoon Drive, Miami, Florida | 33126 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.01 per share | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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John W. Chidsey Director since 2006 Age 48 |
Mr. Chidsey has served as Chairman of our Board since July 1, 2008 and has served as Chief Executive Officer since April 2006. From September 2005 until April 2006, he served as our President and Chief Financial Officer and from June 2004 until September 2005, he was our President, North America. Mr. Chidsey joined us as Executive Vice President, Chief Administrative and Financial Officer in March 2004 and held that position until June 2004. From January 1996 to March 2003, Mr. Chidsey served in numerous positions at Cendant Corporation (a business and consumer services provider), including Chief Executive Officer of the Vehicle Services Division and the Financial Services Division. Mr. Chidsey is a director of HealthSouth Corporation (a healthcare services provider) and is also a member of the Board of Trustees of Davidson College. | |
Mr. Chidsey has extensive experience in managing and leading franchised and branded businesses due to his long tenures at Cendant, PepsiCo. and the Company. He also has experience in matters of finance, corporate strategy and senior leadership relevant to large public companies. Mr. Chidsey is a certified public accountant and a member of the Georgia Bar. | ||
Richard W. Boyce Director since 2002 Age 56 |
Mr. Boyce has been a Partner of TPG Capital L.P. (formerly Texas Pacific Group) based in San Francisco, California since January 1997. Mr. Boyce is a director of LPL Investment Holdings, Inc. (a holding company for one of the largest brokerage firms in the U.S.) and Direct General Corporation (an insurance provider). He has served as a director of On Semiconductor Corp. (a provider of semiconductor and integrated circuit devices) and Gate Gourmet (a provider of airline catering and provisioning services). | |
Mr. Boyce has financial, operating and management experience gained through his roles as chief executive officer of J. Crew Group, Inc. (a clothing retailer) and as a former chairman of the board of directors of Burger King Corporation. He also has a high level of financial literacy gained through his investment experience as a partner at TPG Capital in addition to knowledge and experience gained through service on the boards of numerous public companies. | ||
David A. Brandon Director since 2003 Age 58 |
David A. Brandon has served on our Board since September 2003. Mr. Brandon is Director of Athletics at The University of Michigan and has served in that role since March 2010. He previously served as the Chairman and CEO of Dominos Pizza in Ann Arbor, Michigan from March 1999 through March 2010. Mr. Brandon is a director of The TJX Companies (a discount retailer of apparel and home fashion), Dominos Pizza, Kaydon Corporation (a designer and manufacturer of engineered performance products) and DTE Energy (a technology provider for residential and commercial electric natural gas). He previously served as a director of Northwest Airlines. | |
Mr. Brandon has experience in senior leadership and management roles in various businesses operating in global markets and spanning a diverse range of products and services, including retail pizza delivery and distribution through his role as the CEO of Dominos Pizza for more than 10 years. The Board benefits from Mr. Brandons breadth of knowledge and insight into the management of rapid growth and global expansion, marketing, advertising, brand management and operations. |
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Ronald M. Dykes Director since 2007 Age 63 |
Mr. Dykes has been a director since April 2007 and lead independent director since April 2010. Mr. Dykes most recently served as Chief Financial Officer of BellSouth Corporation, a position he retired from in 2005. Prior to his retirement, Mr. Dykes worked for BellSouth Corporation and its predecessor entities in various capacities for over 34 years. Mr. Dykes is a director of American Tower Corporation (an operator of wireless communication towers), and from October 2000 through December 31, 2005, also served as a director of Cingular Wireless, most recently as Chairman of the Board. | |
Mr. Dykes has management experience in communications network operations and engineering, financial expertise with companies in the wireless communications sector, substantial experience as a director for public companies and years of experience providing strategic development and advisory services to global companies. | ||
Peter R. Formanek Director since 2003 Age 67 |
Mr. Formanek has been a private investor since May 1994. Mr. Formanek is a co-founder and retired President of AutoZone, Inc. He is a director and member of the audit committee of KAR Auction Services (a leading wholesaler of used and salvaged vehicles). He previously served as a director of Perrigo, Co. (a manufacturer and marketer of over-the-counter drugs), Borders Group, and The Sports Authority. | |
Mr. Formanek has financial, operating and management experience gained through his role as the co-founder and President of Autozone, Inc. He also has experience as a director of private and public companies and has served as a member of the audit committee of another public company. His current role as a private investor enables him to bring the investors perspective to our Board. | ||
Manuel A. Garcia Director since 2003 Age 67 |
Mr. Garcia has served as President and Chief Executive Officer of Atlantic Coast Management, Inc., an operator of various restaurants in the Orlando, Florida area, since 1996. Mr. Garcia is Chairman of the Board of Culinary Concepts, Inc. (a food processing company) and is a member of the Board of Trustees of Florida State University. | |
Mr. Garcia has experience in the restaurant industry as a former franchisee of Burger King® and as an operator of other restaurant chains and concepts. The Board benefits from Mr. Garcias breadth of knowledge and insight into restaurant operations and his financial literacy gained through his ownership and management of various business enterprises. | ||
Sanjeev K. Mehra Director since 2002 Age 51 |
Mr. Mehra has been with Goldman, Sachs & Co. in New York, New York since 1986, and has been a Managing Director since 1996. Mr. Mehra is a director of SunGard Capital Corp. (SCC), SunGard Capital Corp. II (SCC II), SCCs subsidiary, and SunGard Data Systems, Inc (collectively, a software and processing solutions company), ARAMARK Corporation (a provider of uniform and career apparel), First Aviation Services, Inc. (a fixed base operator), Sigma Electric Manufacturing Corp. (a manufacturer of custom electric fittings), KAR Auction Services, Inc. and Hawker Beechcraft, Inc. (a manufacturer of piston, turboprop and jet aircraft). Mr. Mehra has served as a director of Hexcel Corp. (a manufacturer of advance composite materials) and Nalco Holding Co. (a water treatment and process improvement company). | |
Mr. Mehra has management, leadership and financial expertise gained through his experience in the financial services industry. The Board benefits from Mr. Mehras experience as a managing director in the private equity area and the corporate finance department of Goldman, Sachs & Co and his experience as a director of other multinational public and private companies. |
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Stephen G. Pagliuca Director since 2010 Age 55 |
Stephen G. Pagliuca served on our Board from December 2002 through September 21, 2009. He resigned briefly in September 2009 to run for political office and was reappointed on January 20, 2010. Mr. Pagliuca has served as a Managing Director of Bain Capital Partners, LLC since 1989. Mr. Pagliuca is a director of HCA (Hospital Corporation of America), Gartner, Inc. (a technology research and advisory firm) and the Weather Channel. Mr. Pagliuca has served as a director of Warner Chilcott Limited (an international pharmaceutical company), Quintiles Transitional Corp. (a contract research company for biotech and pharmaceutical companies), FCI, S.A. (a manufacturer of electronic and optical connectors) and Epoch Senior Living, Inc. (an assisted living and senior healthcare company). | |
Mr. Pagliuca has management and leadership experience as a managing director of Bain Capital Partners, LLC. The Board benefits from Mr. Pagliucas experience in developing the turnaround practice at Bain Capital, his experience as a director of other multinational public and private companies and his experience as a senior accountant and tax specialist with a public accounting firm. | ||
Brian T. Swette Director since 2003 Age 56 |
Mr. Swette served as Non-Executive Chairman of our Board from April 2006 to June 30, 2008. Mr. Swette served as Chief Operating Officer of eBay from 1998 to 2002 and has been a private investor since 2002. Mr. Swette is a director of Jamba, Inc. (a chain of smoothie restaurants) and Shutterfly Inc. (an Internet-based social expression and personal publishing service). Mr. Swette is also a director of the following private companies: The FRS Company (maker of nutraceutical energy products) and Care.com (an online source for caregiver services). Mr. Swette previously served as a director of TheLadders.com (an online marketplace for professional employees). | |
Mr. Swette brings to the Board his executive and management experience as well as significant knowledge of Internet companies and consumer industries. Mr. Swettes marketing skills brings a relevant perspective to our Board of Directors and management. | ||
Kneeland C. Youngblood Director since 2004 Age 54 |
Mr. Youngblood is a founding partner of Pharos Capital Group, L.L.C., a private equity firm focused on health care, business services and opportunistic investments, and has served as managing partner since January 1998. Mr. Youngblood is a director of Starwood Hotels and Resorts Worldwide, Inc., Gap Inc. and Energy Future Holdings (formerly TXU) (an electric utility company). | |
Mr. Youngbloods experience on the boards of two other consumer-facing public companies and several private companies and his experience as the founding partner of Pharos Capital Group, L.L.C. give him a wide range of experience in a number of industries. |
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Name
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Age
|
Position
|
||||
Natalia Franco
|
48 | Global Chief Marketing Officer | ||||
Ben K. Wells
|
56 | Chief Financial Officer | ||||
Julio A. Ramirez
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56 | EVP, Global Operations | ||||
Peter C. Smith
|
54 | EVP, Chief Human Resources Officer | ||||
Anne Chwat
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51 | EVP, General Counsel and Secretary | ||||
Charles M. Fallon, Jr.
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48 | President, North America | ||||
Kevin Higgins
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47 | President, EMEA |
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| BKC is Burger King Corporation, a Florida corporation; | |
| the CEO is our Chief Executive Officer, John W. Chidsey, who also serves as Chairman of our Board of Directors; | |
| the NEOs are the following executives: |
| John W. Chidsey, Chairman and CEO; | |
| Ben K. Wells, Chief Financial Officer; | |
| Anne Chwat, EVP, General Counsel and Secretary; | |
| Charles M. Fallon, Jr., President, North America; | |
| Peter C. Smith, EVP, Chief Human Resources Officer; and | |
| Russell B. Klein, former President, Global Marketing, Strategy & Innovation; |
| the CEO Direct Reports are our executives who report directly to the CEO. All of the NEOs (other than the CEO) are CEO Direct Reports; and | |
| Total Direct Compensation is annual base salary, cash incentives and long-term equity incentives. |
| rewarding superior financial and operational performance; | |
| placing a significant portion of compensation at risk if performance goals are not achieved; | |
| aligning the interests of the CEO and the CEO Direct Reports with those of our shareholders; and | |
| enabling us to attract, retain and motivate top talent. |
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| expand worldwide development; | |
| invest in our restaurants to drive growth; | |
| develop innovative products that support both ends of our barbell menu strategy; | |
| employ innovative marketing strategies; | |
| enhance restaurant margins and profitability by: |
| achieving our comparable sales and average restaurant sales potential; | |
| better utilizing our fixed cost base and exploring ways to mitigate labor, commodity and energy costs; and |
| use proactive portfolio management to drive growth. |
| administers our executive compensation programs; | |
| evaluates the performance of the CEO and the CEO Direct Reports; | |
| oversees and sets compensation for the CEO and the CEO Direct Reports; | |
| makes decisions relating to the issuance of equity to executive officers; and | |
| reviews our management succession plan. |
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| Reviewing those companies that comprise our peer group and advising the Compensation Committee on the appropriate levels of adjustment necessary for comparative purposes; | |
| Providing a competitive analysis of Total Direct Compensation for our CEO and the CEO Direct Reports against our peer group (described below); | |
| Providing analysis and advice with respect to the evaluation of the renewal of the employment agreements for our CEO and our CEO Direct Reports; | |
| Assisting in the design of our compensation programs for executives and Board members; | |
| Reviewing the effectiveness of our compensation programs, including our annual and long-term incentive programs, against those of our peer group; | |
| Providing data to support our current incentive plan parameters and measures; | |
| Reviewing our compensation plans to ensure that the design for fiscal 2010 will be competitive as compared to our industry and peer group; | |
| Reviewing the Compensation Committees fiscal 2010 calendar; | |
| Assisting in compliance with SEC disclosures regarding executive compensation; and | |
| Reviewing this CD&A. |
| performance and long-term potential; | |
| nature and scope of the individuals responsibilities and his or her effectiveness in supporting our long-term goals; and | |
| Total Direct Compensation of the individual in relation to other CEO Direct Reports. |
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Peer Group Company
|
GICS Industry Description
|
|
Brinker International, Inc.
|
Hotels, Restaurants & Leisure | |
Darden Restaurants, Inc.
|
Hotels, Restaurants & Leisure | |
Dominos Pizza, Inc.
|
Hotels, Restaurants & Leisure | |
Marriott International, Inc.
|
Hotels, Restaurants & Leisure | |
McDonalds Corp.
|
Hotels, Restaurants & Leisure | |
Nike, Inc.
|
Textiles, Apparel & Luxury Goods | |
PepsiCo. Inc.
|
Beverages | |
Starbucks Corp.
|
Hotels, Restaurants & Leisure | |
Starwood Hotels & Resorts Worldwide, Inc.
|
Hotels, Restaurants & Leisure | |
The
Coca-Cola
Company
|
Beverages | |
Wendys/Arbys Group, Inc.
|
Hotels, Restaurants & Leisure | |
Wyndham Worldwide Corp.
|
Hotels, Restaurants & Leisure | |
Yum! Brands, Inc.
|
Hotels, Restaurants & Leisure |
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Long-Term Equity |
||||||||||||||||||||||||
Base Salary | Annual Cash Incentive | Incentive | ||||||||||||||||||||||
Name
|
Target | Actual | Target | Actual | Target | Actual | ||||||||||||||||||
John W. Chidsey
|
17 | % | 21 | % | 17 | % | 13 | % | 67 | % | 67 | % | ||||||||||||
Ben K. Wells
|
31 | % | 38 | % | 22 | % | 16 | % | 47 | % | 46 | % | ||||||||||||
Anne Chwat
|
31 | % | 37 | % | 22 | % | 19 | % | 47 | % | 45 | % | ||||||||||||
Charles M. Fallon, Jr.
|
31 | % | 38 | % | 22 | % | 16 | % | 47 | % | 46 | % | ||||||||||||
Peter C. Smith
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31 | % | 38 | % | 22 | % | 16 | % | 47 | % | 46 | % |
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Annual Base Salary |
X | Target Bonus Percentage | X | Overall Business Performance Factor | X |
Individual Performance Multiplier |
= | Payment Amount | ||||||||
| 50% on worldwide Company performance, and | |
| 50% on the Companys performance in the employees geographic area of responsibility, which is either worldwide or regional. |
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Threshold |
Target |
Maximum |
||||
Performance Level
|
Performance Level | Performance Level | Incentive PBT | |||
(In millions) | ||||||
$259
|
$305 | $338 | $271 |
Threshold |
Target |
Maximum |
||||
Performance Level
|
Performance Level | Performance Level | Incentive EBITDA | |||
(In millions) | ||||||
$436
|
$513 | $569 | $485 |
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Target Bonus |
||||||||||||||||
as |
||||||||||||||||
Annual |
Percentage of |
Percentage Payout |
Payout |
|||||||||||||
Name
|
Base Pay ($) | Base Salary | (% of Base Salary) | Amount ($) | ||||||||||||
John W. Chidsey
|
1,042,875 | 100 | % | 62 | % | 649,967 | ||||||||||
Ben K. Wells
|
494,709 | 70 | % | 44 | % | 215,828 | ||||||||||
Anne Chwat
|
450,883 | 70 | % | 44 | % | 196,708 | ||||||||||
Charles M. Fallon, Jr.
|
437,750 | 70 | % | 50 | % | 220,750 | ||||||||||
Peter C. Smith
|
437,091 | 70 | % | 44 | % | 190,691 |
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| the ultimate value is impacted by share price gains or losses, linking executive returns to those of shareholders; | |
| equity incentives provide an opportunity for executives to increase their stock ownership in us; | |
| once vested, stock options provide flexibility for executives in deciding when to exercise their options and recognize income; and | |
| equity incentives are a common form of pay in most publicly traded companies, and we use these incentives to remain competitive in attracting and retaining executives. |
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| Our annual incentive opportunities are capped for each of our NEOs, which limit the incentive for excessive risk-taking; | |
| The vesting periods of our equity grants encourage executives to focus on sustained stock price appreciation over the long-term; | |
| Performance targets are directly tied to the business plan that is approved by our Board of Directors; | |
| Clawbacks are in place for long-term incentive awards; | |
| Minimum equity ownership requirements have been established for our CEO, executive vice presidents and senior vice presidents which mitigate the incentive to drive short-term results at the cost of long-term value creation; and | |
| The Compensation Committee process provides for transparency and an open dialogue among the members. |
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Non-Equity |
||||||||||||||||||||||||||||||||
Stock |
Option |
Incentive Plan |
All Other |
|||||||||||||||||||||||||||||
Name and |
Bonus |
Awards(2) |
Awards(3) |
Compensation(4) |
Compensation(5) |
|||||||||||||||||||||||||||
Principal Position
|
Year(1) | Salary ($) | ($) | ($) | ($) | ($) | ($) | Total ($) | ||||||||||||||||||||||||
John W. Chidsey
|
2010 | 1,042,875 | 0 | 2,085,747 | 2,054,332 | 649,967 | 358,419 | 6,191,340 | ||||||||||||||||||||||||
Chief Executive Officer
|
2009 | 1,034,697 | 0 | 2,024,993 | 1,967,403 | 803,014 | 316,943 | 6,147,050 | ||||||||||||||||||||||||
2008 | 1,012,500 | 0 | 2,024,982 | 1,916,253 | 1,306,125 | 434,190 | 6,694,050 | |||||||||||||||||||||||||
Ben K. Wells
|
2010 | 494,709 | 0 | 371,016 | 365,442 | 215,828 | 115,336 | 1,562,331 | ||||||||||||||||||||||||
Chief Financial Officer
|
2009 | 490,830 | 50,000 | 360,223 | 349,978 | 266,648 | 115,336 | 1,633,015 | ||||||||||||||||||||||||
2008 | 479,147 | 0 | 360,220 | 340,887 | 433,711 | 126,109 | 1,740,074 | |||||||||||||||||||||||||
Anne Chwat(6)
|
2010 | 450,883 | 0 | 338,149 | 333,069 | 196,708 | 107,033 | 1,425,842 | ||||||||||||||||||||||||
EVP, General Counsel
|
||||||||||||||||||||||||||||||||
Charles M. Fallon, Jr.
|
2010 | 437,750 | 0 | 328,298 | 323,364 | 220,750 | 104,029 | 1,414,191 | ||||||||||||||||||||||||
President, North America
|
2009 | 434,317 | 0 | 350,622 | 340,652 | 222,158 | 96,527 | 1,444,276 | ||||||||||||||||||||||||
2008 | 425,000 | 0 | 318,728 | 301,625 | 391,162 | 128,575 | 1,565,090 | |||||||||||||||||||||||||
Peter C. Smith(6)
|
2010 | 437,091 | 0 | 327,804 | 322,880 | 190,691 | 104,016 | 1,382,482 | ||||||||||||||||||||||||
EVP, HR
|
||||||||||||||||||||||||||||||||
Russell B. Klein(7)
|
2010 | 253,539 | 0 | 2,014,979 | (7) | 1,257,237 | (7) | | 774,521 | 4,300,276 | ||||||||||||||||||||||
Former President, Global
|
2009 | 510,962 | 0 | 499,996 | 485,772 | 317,240 | 121,650 | 1,935,620 | ||||||||||||||||||||||||
Marketing, Strategy & Innovation
|
2008 | 500,000 | 0 | 499,994 | 473,143 | 516,000 | 146,610 | 2,135,747 |
(1) | Please refer to our fiscal 2008 and fiscal 2009 proxy statements and accompanying footnotes for additional information relating to fiscal 2008 and 2009 compensation. | |
(2) | Amounts shown in this column include the aggregate grant date fair value of restricted stock awards and performance-based restricted stock awards granted in fiscal 2008, fiscal 2009 and fiscal 2010 in accordance with FASB ASC Topic 718. The amounts previously reported for fiscal 2008 and fiscal 2009 have been restated to reflect the aggregate grant date fair value of the grants in accordance with new SEC rules. The amounts reported for the performance-based restricted stock awards assume that the awards are paid out at the probable level, which we determine as our target amount. Assuming that the fiscal 2010 performance-based restricted stock awards are paid out at the maximum level, the grant date fair value of the awards for each NEO would be as follows: Mr. Chidsey, $3,128,621; Mr. Wells, $556,523; Ms. Chwat, $507,224; Mr. Fallon, $492,447; Mr. Smith $491,706; and Mr. Klein, $772,487. The assumptions and methodology used to calculate the grant date fair value for the restricted stock awards are in Note 3 to our Consolidated Financial Statements included in our Form 10-K for fiscal 2010. | |
(3) | Amounts shown in this column include the aggregate grant date fair value of option awards granted in fiscal 2008, fiscal 2009 and fiscal 2010. The amounts previously reported for fiscal 2008 and fiscal 2009 have been restated in accordance with new SEC rules. The assumptions and methodology used to calculate the grant date fair value for the options are in Note 3 to our Consolidated Financial Statements included in our Form 10-K for fiscal 2010. | |
(4) | The amounts reported in this column reflect compensation earned for fiscal 2010, fiscal 2009 and fiscal 2008 performance under the RSIP. We pay cash incentives under the RSIP in the fiscal year following the fiscal year in which they were earned. For fiscal 2010, the Compensation Committee determined that worldwide PBT and North America Incentive EBITDA was between the threshold and target performance levels. Based on these results, the Compensation Committee approved each NEOs individual performance measures and cash incentive payment, and submitted the CEOs individual performance measures and cash incentive payment for approval to the Board of Directors. In August 2010, the Board approved the Compensation Committees recommendations. Fiscal 2010 cash incentive payments were made in September 2010. | |
(5) | This column includes the fiscal 2010 perquisites described below in the 2010 Perquisites Table. This column also includes executive medical expenses for all NEOs, life insurance premiums, dividend payments and dividend equivalents earned as described in Footnote 3 to the 2010 All Other Compensation Table, and the Companys matching and performance-based contributions to the Companys 401(k) plan and ERP, as described below in the 2010 All Other Compensation Table. This column also includes Mr. Kleins severance payment in the amount of $618,891 as described below in Footnote 4 to the 2010 All Other Compensation Table. |
25
(6) | Ms. Chwat and Mr. Smith became NEOs in fiscal 2010. Since they were not NEOs in fiscal 2008 and fiscal 2009, the Summary Compensation Table includes only their fiscal 2010 compensation. | |
(7) | Mr. Kleins employment terminated on December 15, 2009. The stock and option awards shown in the Summary Compensation Table were forfeited immediately upon his termination. |
Auto |
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Perquisite |
Personal |
Expenses/ |
Total |
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Allowance |
Travel |
Car Service |
Miscellaneous |
Perquisites |
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Name
|
Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | ||||||||||||||||||
John W. Chidsey
|
2010 | 52,908 | 122,597 | 6,848 | 0 | 182,353 | ||||||||||||||||||
Ben K. Wells
|
2010 | 37,908 | 0 | 0 | 0 | 37,908 | ||||||||||||||||||
Anne Chwat
|
2010 | 37,908 | 0 | 0 | 0 | 37,908 | ||||||||||||||||||
Charles M. Fallon, Jr.
|
2010 | 37,908 | 0 | 0 | 0 | 37,908 | ||||||||||||||||||
Peter C. Smith
|
2010 | 37,908 | 0 | 0 | 3,696 | 41,604 | ||||||||||||||||||
Russell B. Klein
|
2010 | 20,442 | 0 | 0 | 0 | 20,442 |
(1) | These perquisite allowances were paid to the NEOs in accordance with their respective employment agreements. Each NEO uses the perquisite allowance at his or her discretion. The amount was calculated at an annual rate of $50,000 for Mr. Chidsey and $35,000 for Messrs Wells, Fallon, Smith and Klein and Ms. Chwat from July 1, 2009 until March 31, 2010 (December 15, 2009 for Mr. Klein). The amount was calculated at an annual rate of $63,500 for Mr. Chidsey and $48,500 for Messrs Wells, Fallon and Smith and Ms. Chwat from April 1, 2010 until June 30, 2010. | |
(2) | Pursuant to his employment agreement, Mr. Chidsey is entitled to private charter jet usage for personal use of up to $100,000 per year. However, under his employment agreement, only hourly charges and fuel surcharges are to be considered for purposes of this $100,000 allowance. In accordance with SEC guidance, the amounts included in this column have been calculated utilizing the actual invoice amount, which we believe more accurately reflects the incremental cost to the Company for this perquisite. Mr. Chidsey is fully responsible for all taxes associated with his personal use of the Company aircraft. Due to timing of invoicing, Mr. Chidseys fiscal 2010 amount exceeded this allowance. | |
(3) | Mr. Chidsey is entitled to personal use of a car service, and the charges for this perquisite totaled $6,848. Mr. Chidsey is fully responsible for all taxes associated with this perquisite. | |
(4) | Represents event tickets paid or provided by the Company. |
Company |
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Contributions |
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to Retirement |
Dividend |
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Welfare |
and 401(k) |
Equivalents |
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Perquisites |
Plans(1) |
Plans(2) |
Earned(3) |
Severance |
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Name
|
Year | ($) | ($) | ($) | ($) | ($) | Total ($) | |||||||||||||||||||||
John W. Chidsey
|
2010 | 182,353 | 18,424 | 90,978 | 66,664 | 0 | 358,419 | |||||||||||||||||||||
Ben K. Wells
|
2010 | 37,908 | 22,270 | 43,299 | 11,859 | 0 | 115,336 | |||||||||||||||||||||
Anne Chwat
|
2010 | 37,908 | 19,203 | 38,293 | 11,630 | 0 | 107,033 | |||||||||||||||||||||
Charles M. Fallon, Jr.
|
2010 | 37,908 | 18,255 | 37,178 | 10,688 | 0 | 104,029 | |||||||||||||||||||||
Peter C. Smith
|
2010 | 41,604 | 14,812 | 37,122 | 10,478 | 0 | 104,016 | |||||||||||||||||||||
Russell B. Klein
|
2010 | 20,442 | 9,038 | 15,962 | 9,235 | 719,844 | (4) | 774,521 |
(1) | Amounts in this column reflect life insurance premiums paid by us and payments made by us under the Executive Health Plan. The amounts for each NEO for fiscal 2010 life insurance premiums and executive health plan are as follows: Mr. Chidsey, $2,336 and $16,089, respectively; Mr. Wells, $6,181 and $16,089, |
26
respectively; Ms. Chwat, $3,114 and $16,089, respectively; Mr. Fallon, $2,167 and $16,089, respectively; Mr. Smith $4,102 and $10,710 respectively; and Mr. Klein, $3,666 and $16,089 respectively. | ||
(2) | The amounts in this column represent Company matching contributions to the 401(k) plan and the ERP and the Companys profit sharing contribution to the ERP for fiscal 2010 for the NEOs except for Mr. Klein, for whom the amounts represent only the Companys matching contribtions to the ERP due to his termination on December 15, 2009, as follows: |
Fiscal 2010 Company |
Fiscal 2010 Company |
|||||||||||
Matching Contributions |
Matching Contributions |
Fiscal 2010 Profit Sharing |
||||||||||
NEO
|
401(k) ($) | ERP ($) | Contribution ERP ($) | |||||||||
John W. Chidsey
|
14,440 | 50,539 | 25,999 | |||||||||
Ben K. Wells
|
14,700 | 16,266 | 12,333 | |||||||||
Anne Chwat
|
14,246 | 12,807 | 11,240 | |||||||||
Charles M. Fallon, Jr.
|
14,700 | 11,565 | 10,913 | |||||||||
Peter C. Smith
|
14,146 | 12,079 | 10,897 | |||||||||
Russell B. Klein
|
0 | 15,962 | 0 |
(3) | Quarterly dividends and dividend equivalents in the amount of $0.0625 per share were paid by the Company to record owners of shares, in the case of dividends, and accrued by the Company for the holders of unvested restricted stock units, restricted stock and performance-based restricted stock, in the case of dividend equivalents, as of September 14, 2009, December 10, 2009, March 16, 2010 and June 14, 2010 in fiscal 2010. The amounts in this column represent accrued dividend equivalents earned on unvested restricted stock units, restricted stock and performance-based restricted stock. All Executive Officers had restricted stock units settle during fiscal 2010, Mr. Chidsey was paid $84,294; Mr. Wells was paid $17,547; Ms. Chwat was paid $8,771; Mr. Fallon was paid $15,951; Mr. Smith was paid $8,505; and Mr. Klein was paid $27,524, which represents dividends that accrued on these restricted stock units during fiscal 2008, fiscal 2009 and fiscal 2010. | |
(4) | Includes amounts payable pursuant to the Separation Agreement with Mr. Klein. |
All Other |
Exercise |
Grant |
||||||||||||||||||||||||||||||||||||||||||
Option |
or Base |
Date Fair |
||||||||||||||||||||||||||||||||||||||||||
Awards: |
Price of |
Value of |
||||||||||||||||||||||||||||||||||||||||||
Estimated Possible Payouts Under |
Estimated Possible Payouts Under |
Number of |
Option |
Stock and |
||||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards(2) | Equity Incentive Plan Awards(3) |
Securities |
Awards |
Option |
||||||||||||||||||||||||||||||||||||||||
Grant |
Approval |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
Underlying |
($/sh) |
Awards ($) |
||||||||||||||||||||||||||||||||||
Name
|
Date | Date(1) | ($) | ($) | ($) | (#) | (#) | (#) | Options (#)(4) | (5) | (7) | |||||||||||||||||||||||||||||||||
John W. Chidsey
|
8/26/2009 | 8/20/2009 | 521,438 | 1,042,875 | 2,085,750 | 56,957 | 113,913 | 170,870 | 314,118 | 18.31 | 4,140,079 | |||||||||||||||||||||||||||||||||
Ben K. Wells
|
8/26/2009 | 8/20/2009 | 173,148 | 346,296 | 692,593 | 10,132 | 20,263 | 30,395 | 55,878 | 18.31 | 736,458 | |||||||||||||||||||||||||||||||||
Anne Chwat
|
8/26/2009 | 8/20/2009 | 157,809 | 315,618 | 631,236 | 9,234 | 18,468 | 27,702 | 50,928 | 18.31 | 671,218 | |||||||||||||||||||||||||||||||||
Charles M. Fallon, Jr.
|
8/26/2009 | 8/20/2009 | 153,213 | 306,425 | 612,850 | 8,965 | 17,930 | 26,895 | 49,444 | 18.31 | 651,662 | |||||||||||||||||||||||||||||||||
Peter C. Smith
|
8/26/2009 | 8/20/2009 | 152,982 | 305,964 | 611,927 | 8,952 | 17,903 | 26,855 | 49,370 | 18.31 | 650,684 | |||||||||||||||||||||||||||||||||
Russell B. Klein(6)
|
8/26/2009 | 8/20/2009 | | | | 14,063 | 28,126 | 42,189 | 77,560 | 18.31 | 1,022,229 | |||||||||||||||||||||||||||||||||
Russell B. Klein(6)
|
8/26/2009 | 8/20/2009 | | | | n/a | 81,922 | n/a | 114,678 | 18.31 | 2,249,986 |
(1) | The Compensation Committee recommended and the Board approved the fiscal 2010 grants at meetings held on August 20, 2009. The approvals required that the grants be made on August 26, 2009 in accordance with the Companys Equity Grant Policy described in the CD&A. | |
(2) | The amounts reported in this column reflect possible payments based on fiscal 2010 performance under the RSIP. The Maximum estimated possible payout reflects what an NEO would earn if the Company met or exceeded its financial performance goals at the maximum level. If the NEO received the highest individual performance rating the possible payout would be increased by 25% at the Threshold, Target and Maximum levels. A description of the RSIP and our Threshold, Target and Maximum Payout |
27
Amounts is included in the CD&A. Fiscal 2010 cash incentive payments were made in September 2010. The actual amounts paid under the RSIP are the amounts reflected in the Non-Equity Incentive Plan Compensation column of the 2010 Summary Compensation Table. | ||
(3) | In August 2009, we made grants of option and performance-based restricted stock awards to each NEO. The amounts reported under the Threshold, Target and Maximum columns above relate only to the performance-based restricted stock awards made under our 2006 Omnibus Incentive Plan. The performance-based restricted stock awards granted to the NEOs, other than the CEO, were calculated as follows: the NEOs current salary, multiplied by the target equity award as a percentage of base salary, adjusted by the NEOs individual performance factor (which may result in an award adjustment of up to plus or minus 20%), divided by two, then divided by the closing stock price on the grant date. For the CEO, the number of performance-based restricted shares is calculated similarly; however, his percentage of base salary is not subject to adjustment based on his individual performance. The actual number of performance-based restricted shares granted is reflected in the Target column above. If the Company achieves its target PBT, this is the number of performance-based restricted shares that will be earned at the end of the one-year performance period. The number of performance-based restricted shares that will be earned by the NEO at the end of the one-year performance period is then subject to a decrease of up to 50% for all NEOs if the Company achieves PBT between the Threshold and Target levels or an increase of up to 50% for all NEOs if the Company achieves PBT between the Target and Maximum levels. For fiscal 2010, Incentive PBT fell between the threshold and target performance levels. As a result, the awards for all NEOs were reduced by 38%, which was the downward adjustment for the CEO and all executive vice presidents. The actual number of performance-based restricted shares earned for fiscal 2010, after taking into consideration the downward adjustment for Company performance and the resulting reduction in the number of shares, is set forth in Footnote 7 below. | |
(4) | The options awarded to the NEOs, other than the CEO, were calculated as follows: the NEOs current salary, multiplied by the target equity award as a percentage of base salary, adjusted by the NEOs individual performance factor (which may result in an award adjustment of up to plus or minus 20%), divided by two, then divided by the economic value of our stock options on the grant date, which was $6.64 per share. For the CEO, the number of options is calculated similarly; however, his target equity award is not subject to adjustment based on his individual performance. | |
(5) | Reflects the closing price of our common stock on the NYSE on August 26, 2009, the fiscal 2010 annual equity grant date. | |
(6) | Mr. Kleins employment terminated on December 15, 2009. He received two grants on August 26, 2009, his regular annual equity grant and a special retention grant. These shares and options were forfeited immediately upon the date of his termination. | |
(7) | The amounts reflect the fair market value of (1) the probable possible payout of performance-based restricted stock, which we determine as our target amount, and (2) the options awarded (which were not subject to any increase or decrease based on individual or Company performance) on August 26, 2009 (the grant date). The actual amounts for the performance-based restricted stock awards were determined in August 2010, based upon the Companys Incentive PBT for fiscal 2010, as discussed above in the CD&A. The actual amounts of performance-based restricted stock earned, after taking into account the downward adjustment for Company performance and the corresponding fair value of such shares using the closing price on the grant date of August 26, 2009 ($18.31 per share) and June 30, 2010 ($16.84 per share) for the NEOs (other than Mr. Klein whose performance-based restricted stock awards were forfeited in connection with his termination), are as follows: |
28
Fair Value of |
Fair Value of |
|||||||||||||||||||
PBRS |
PBRS |
|||||||||||||||||||
Original PBRS |
PBRS |
PBRS |
on Grant |
at Fiscal |
||||||||||||||||
NEO
|
Granted (#) | Leveraged (#) | Earned (#) | Date ($) | Year End ($) | |||||||||||||||
John W. Chidsey
|
113,913 | (42,917 | ) | 70,996 | 2,085,747 | 1,195,573 | ||||||||||||||
Ben K. Wells
|
20,263 | (7,634 | ) | 12,629 | 371,016 | 212,672 | ||||||||||||||
Anne Chwat
|
18,468 | (6,957 | ) | 11,511 | 338,149 | 193,845 | ||||||||||||||
Charles M. Fallon, Jr.
|
17,930 | (6,755 | ) | 11,175 | 328,298 | 188,187 | ||||||||||||||
Peter C. Smith
|
17,903 | (6,745 | ) | 11,158 | 327,804 | 187,901 |
Options Awards | Stock Awards | |||||||||||||||||||||||||||||||
Number |
||||||||||||||||||||||||||||||||
of |
Market |
|||||||||||||||||||||||||||||||
Number of |
Number of |
Shares |
Value of |
|||||||||||||||||||||||||||||
Securities |
Securities |
or Units |
Shares or |
|||||||||||||||||||||||||||||
Underlying |
Underlying |
of Stock |
Units of |
|||||||||||||||||||||||||||||
Unexercised |
Unexercised |
Option |
Stock |
That |
Stock That |
|||||||||||||||||||||||||||
Option |
Options |
Options |
Exercise |
Option |
Award |
have not |
have not |
|||||||||||||||||||||||||
Grant |
(#) | (#) |
Price |
Expiration |
Grant |
Vested |
Vested(4) |
|||||||||||||||||||||||||
Name
|
Date(1) | Exercisable | Unexercisable | ($) | Date | Date | (#) | ($) | ||||||||||||||||||||||||
John W. Chidsey
|
3/1/04 | 166,922 | 0 | 3.80 | 3/1/14 | 5/17/06 | 42,154 | (2) | 709,873 | |||||||||||||||||||||||
3/1/04 | 289,807 | 0 | 11.39 | 3/1/14 | 8/21/06 | 80,071 | (3) | 1,348,396 | ||||||||||||||||||||||||
6/8/04 | 177,573 | 0 | 3.80 | 6/8/14 | 8/27/07 | 103,200 | (3) | 1,737,894 | ||||||||||||||||||||||||
6/8/04 | 94,715 | 0 | 11.39 | 6/8/14 | 8/22/08 | 49,542 | (3) | 834,287 | ||||||||||||||||||||||||
8/1/04 | 236,746 | 0 | 3.80 | 8/1/14 | 8/26/09 | 113,913 | (3) | 1,918,295 | ||||||||||||||||||||||||
8/27/07 | 120,823 | 120,823 | 23.35 | 8/26/17 | ||||||||||||||||||||||||||||
8/22/08 | 57,593 | 172,782 | 26.16 | 8/21/18 | ||||||||||||||||||||||||||||
8/26/09 | 0 | 314,118 | 18.31 | 8/25/19 | ||||||||||||||||||||||||||||
Ben K. Wells
|
8/21/05 | 28,612 | 10,539 | 10.25 | 8/21/15 | 8/27/07 | 18,358 | (3) | 309,151 | |||||||||||||||||||||||
2/14/06 | 105,384 | 26,347 | 21.64 | 2/14/16 | 8/22/08 | 8,813 | (3) | 148,411 | ||||||||||||||||||||||||
5/17/06 | 55,275 | 15,808 | 17.00 | 5/16/16 | 8/26/09 | 20,263 | (3) | 341,229 | ||||||||||||||||||||||||
8/27/07 | 21,493 | 21,494 | 23.35 | 8/26/17 | ||||||||||||||||||||||||||||
8/22/08 | 10,245 | 30,736 | 26.16 | 8/21/18 | ||||||||||||||||||||||||||||
8/26/09 | 0 | 55,878 | 18.31 | 8/25/19 | ||||||||||||||||||||||||||||
Anne Chwat
|
9/27/04 | 36,461 | 0 | 3.80 | 9/27/14 | 8/21/06 | 13,144 | (3) | 221,345 | |||||||||||||||||||||||
1/1/05 | 17,154 | 0 | 3.80 | 1/1/15 | 8/27/07 | 17,234 | (3) | 290,213 | ||||||||||||||||||||||||
8/27/07 | 20,176 | 20,177 | 23.35 | 8/26/17 | 8/22/08 | 8,273 | (3) | 139,317 | ||||||||||||||||||||||||
8/22/08 | 9,617 | 28,854 | 26.16 | 8/21/18 | 12/1/08 | 1,273 | (3) | 21,437 | ||||||||||||||||||||||||
8/26/09 | 0 | 50,928 | 18.31 | 8/25/19 | 8/26/09 | 18,468 | (3) | 311,001 | ||||||||||||||||||||||||
Charles M. Fallon, Jr.
|
5/17/06 | 168,615 | 42,154 | 17.00 | 5/16/16 | 8/27/07 | 16,244 | (3) | 273,541 | |||||||||||||||||||||||
6/2/06 | 23,205 | 5,802 | 18.91 | 6/1/16 | 8/22/08 | 8,578 | (3) | 144,454 | ||||||||||||||||||||||||
8/27/07 | 19,018 | 19,018 | 23.35 | 8/26/17 | 8/26/09 | 17,930 | (3) | 301,941 | ||||||||||||||||||||||||
8/22/08 | 9,972 | 29,917 | 26.16 | 8/21/18 | ||||||||||||||||||||||||||||
8/26/09 | 0 | 49,444 | 18.31 | 8/25/19 | ||||||||||||||||||||||||||||
Peter C. Smith
|
8/1/04 | 26,347 | 0 | 3.80 | 8/1/14 | 8/21/06 | 13,608 | (3) | 229,159 | |||||||||||||||||||||||
8/21/05 | 10,833 | 2,709 | 10.25 | 8/21/15 | 8/27/07 | 16,220 | (3) | 273,140 | ||||||||||||||||||||||||
8/27/07 | 18,989 | 18,990 | 23.35 | 8/26/17 | 8/22/08 | 7,787 | (3) | 131,133 | ||||||||||||||||||||||||
8/22/08 | 9,052 | 27,156 | 26.16 | 8/21/18 | 8/26/09 | 17,903 | (3) | 301,487 | ||||||||||||||||||||||||
8/26/09 | 0 | 49,370 | 18.31 | 8/25/19 | ||||||||||||||||||||||||||||
Russell B. Klein(5)
|
0 | 0 | 0 | 0 |
(1) | All stock options granted prior to August 21, 2006 vest 20% per year on the anniversary date. All stock options granted on August 21, 2006 and thereafter vest 25% per year on the anniversary date. | |
(2) | This restricted stock unit award vests in equal installments over five years, on each anniversary date. |
29
(3) | These performance-based restricted stock awards vest 100% on the third anniversary of the grant date with the following exception: Messrs. Chidseys and Smiths and Ms. Chwats awards granted on August 21, 2006 vest 50% on the third anniversary of the grant date, and 50% on the fourth anniversary of the grant date. | |
(4) | The market value of unvested restricted stock unit awards and unvested performance-based restricted stock awards has been established by multiplying the number of unvested shares by $16.84, which was the closing price of our stock on June 30, 2010, the last business day of our 2010 fiscal year. | |
(5) | Mr. Kleins unvested equity grants were forfeited on the date of his termination and his unexercised options were cancelled 90 days after his termination. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares |
Value Realized on |
Number of Shares |
Value Realized on |
|||||||||||||
Acquired on Exercise |
Exercise(1) |
Acquired on Vesting |
Vesting(2) |
|||||||||||||
Name
|
(#) | ($) | (#) | ($) | ||||||||||||
John W. Chidsey
|
150,000 | 2,730,081 | 122,225 | 2,245,672 | ||||||||||||
Anne Chwat
|
25,000 | 393,450 | 14,416 | 251,178 | ||||||||||||
Russell B. Klein
|
209,542 | 1,857,877 | 44,039 | 769,802 | ||||||||||||
Charles M. Fallon, Jr.
|
0 | 0 | 25,522 | 446,125 | ||||||||||||
Peter C. Smith
|
0 | 0 | 13,608 | 237,868 | ||||||||||||
Ben K. Wells
|
0 | 0 | 28,075 | 490,751 |
(1) | Values Realized are based on the prices at which the NEO sold the shares, which were as follows: |
Number of Shares |
Per Share Value |
|||||||||||
Acquired on |
Exercise |
Realized on Exercise |
||||||||||
NEO
|
Exercise | Price ($) | Date ($) | |||||||||
John W. Chidsey
|
41,800 | 3.80 | 22.00 | |||||||||
John W. Chidsey
|
73,800 | 3.80 | 22.00 | |||||||||
John W. Chidsey
|
3,900 | 3.80 | 22.00 | |||||||||
John W. Chidsey
|
30,500 | 3.80 | 22.00 | |||||||||
Anne Chwat
|
5,000 | 3.80 | 18.50 | |||||||||
Anne Chwat
|
5,000 | 3.80 | 19.00 | |||||||||
Anne Chwat
|
5,000 | 3.80 | 19.50 | |||||||||
Anne Chwat
|
5,000 | 3.80 | 20.00 | |||||||||
Anne Chwat
|
5,000 | 3.80 | 20.69 | |||||||||
Russell B. Klein
|
79,038 | 17.00 | 17.98 | |||||||||
Russell B. Klein
|
12,125 | 10.25 | 18.26 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 18.13 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 18.21 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 17.65 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 17.95 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 17.99 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 18.11 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 18.21 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 18.00 | |||||||||
Russell B. Klein
|
12,056 | 3.80 | 17.88 | |||||||||
Russell B. Klein
|
9,875 | 3.80 | 18.07 |
(2) | Value Realized is based on our closing market price on the vesting date which are as follows: |
30
Closing Market Prices on |
||||||
NEO
|
Vesting Date
|
Vesting Date ($) | ||||
John W. Chidsey
|
May 17, 2010 | 20.07 | ||||
Anne Chwat
|
June 30, 2010 | 16.84 | ||||
John W. Chidsey
|
August 21, 2009 | 17.48 | ||||
Anne Chwat
|
August 21, 2009 | 17.48 | ||||
Russell B. Klein
|
August 21, 2009 | 17.48 | ||||
Charles M. Fallon, Jr.
|
August 21, 2009 | 17.48 | ||||
Peter C. Smith
|
August 21, 2009 | 17.48 | ||||
Ben K. Wells
|
August 21, 2009 | 17.48 |
Executive |
Company |
Aggregate |
||||||||||||||||||
Contributions in |
Contributions in |
Aggregate |
Aggregate |
Balance at Last |
||||||||||||||||
Last Fiscal Year |
Last Fiscal Year |
Earnings in Last |
Withdrawals/ |
Fiscal Year-End |
||||||||||||||||
Name
|
($) | ($)(1) | Fiscal Year($)(2) | Distributions ($) | ($) | |||||||||||||||
John W. Chidsey
|
50,539 | 76,538 | 136,754 | 0 | 824,580 | |||||||||||||||
Ben K. Wells
|
16,266 | 28,599 | 19,827 | 0 | 186,991 | |||||||||||||||
Anne Chwat
|
12,981 | 24,047 | 62,412 | 0 | 395,519 | |||||||||||||||
Charles M. Fallon, Jr.
|
122,644 | 22,478 | 86,868 | 0 | 668,722 | |||||||||||||||
Peter C. Smith
|
12,104 | 22,976 | 64,853 | 0 | 424,739 | |||||||||||||||
Russell B. Klein
|
15,962 | 15,962 | 49,741 | 0 | 358,062 |
(1) | Amounts in this column include profit sharing contributions which were paid in fiscal 2010 but were earned in fiscal 2009. | |
(2) | All amounts deferred by the NEO, or credited to his account by us, earned interest at a rate that reflects the performance of investment funds that the NEO selected from a pool of funds. Each NEO may change his selections at any time, subject to any individual fund restrictions. |
31
Termination w/o |
||||||||||||||
Termination w/o |
Cause or |
|||||||||||||
Cause or for Good |
for Good Reason After |
Death and |
||||||||||||
Reason |
Change in Control |
Disability |
||||||||||||
Name
|
Benefit
|
($)(1)(2) | ($)(3)(4)(5) | ($)(6) | ||||||||||
John W. Chidsey
|
Salary(7) | 4,171,500 | 6,257,250 | 4,171,500 | ||||||||||
Bonus | 0 | 0 | 0 | |||||||||||
Accelerated Vesting(8) | N/A | 6,548,745 | 6,548,745 | |||||||||||
Value of Benefits Continuation | 63,003 | 94,505 | 63,003 | |||||||||||
Perquisite Allowance(9) | 127,000 | 190,500 | 127,000 | |||||||||||
Outplacement Services(10) | N/A | N/A | N/A | |||||||||||
Tax Gross-up | N/A | 0 | N/A | |||||||||||
Total | 4,361,503 | 13,091,000 | 10,910,248 | |||||||||||
Ben K. Wells
|
Salary(7) | 494,709 | 494,709 | N/A | ||||||||||
Bonus | 346,296 | 346,296 | 346,296 | |||||||||||
Accelerated Vesting(8) | N/A | 868,243 | N/A | |||||||||||
Value of Benefits Continuation | 35,347 | 35,347 | N/A | |||||||||||
Perquisite Allowance(9) | 48,500 | 48,500 | N/A | |||||||||||
Outplacement Services(10) | 28,500 | 28,500 | N/A | |||||||||||
Total | 953,352 | 1,821,595 | 346,296 | |||||||||||
Anne Chwat
|
Salary(7) | 450,883 | 450,883 | N/A | ||||||||||
Bonus | 315,618 | 315,618 | 315,618 | |||||||||||
Accelerated Vesting(8) | N/A | 983,314 | N/A | |||||||||||
Value of Benefits Continuation | 32,280 | 32,280 | N/A | |||||||||||
Perquisite Allowance(9) | 48,500 | 48,500 | N/A | |||||||||||
Outplacement Services(10) | 28,500 | 28,500 | N/A | |||||||||||
Total | 875,781 | 1,859,095 | 315,618 | |||||||||||
Charles M. Fallon, Jr.
|
Salary(7) | 437,750 | 437,750 | N/A | ||||||||||
Bonus | 306,425 | 306,425 | 306,425 | |||||||||||
Accelerated Vesting(8) | N/A | 719,935 | N/A | |||||||||||
Value of Benefits Continuation | 31,333 | 31,333 | N/A | |||||||||||
Perquisite Allowance(9) | 48,500 | 48,500 | N/A | |||||||||||
Outplacement Services(10) | 28,500 | 28,500 | N/A | |||||||||||
Total | 852,508 | 1,572,443 | 306,425 | |||||||||||
Peter C. Smith
|
Salary(7) | 437,091 | 437,091 | N/A | ||||||||||
Bonus | 305,964 | 305,964 | 305,964 | |||||||||||
Accelerated Vesting(8) | N/A | 952,770 | N/A | |||||||||||
Value of Benefits Continuation | 23,474 | 23,474 | N/A | |||||||||||
Perquisite Allowance(9) | 48,500 | 48,500 | N/A | |||||||||||
Outplacement Services(10) | 28,500 | 28,500 | N/A | |||||||||||
Total | 843,529 | 1,796,299 | 305,964 |
(1) | If Mr. Chidseys employment is terminated without cause or he resigns for good reason or due to his death or disability (as such terms are defined in his employment agreement), he will be entitled to receive (i) an amount equal to four times his annual base salary and two times his annual perquisite allowance payable over six months commencing on the first business day following the six month anniversary of termination, and (ii) continued coverage under our medical, dental and life insurance plans for him and his eligible dependents during the two-year period following termination. | |
(2) | If any of the NEOs, other than Mr. Chidsey, is terminated without cause (as such term is defined in the relevant employment agreement), he or she will be entitled to receive (i) his or her then current base salary and his or her perquisite allowance for one year, payable in the case of Messrs. Wells and Fallon and Ms. Chwat, over six months commencing on the first business day following the six month anniversary of the termination date, (ii) a pro-rata bonus for the year of termination, which will only be paid to the extent, and when, the Company pays the RSIP bonuses, and (iii) continued coverage for one year under our medical, dental and life insurance |
32
plans for the executive and his or her eligible dependents. Additionally, each of the NEOs will receive these benefits if he or she resigns for good reason (as such term is defined in the relevant employment agreement). | ||
(3) | A change in control, without a termination of employment, will not in itself trigger any severance payments or vesting of equity. Any payments or equity due upon a change in control and subsequent termination of employment, either without cause or for good reason (as defined in the relevant employment agreement) is included in the Termination w/o Cause or for Good Reason After Change in Control column of this table. | |
(4) | If Mr. Chidseys employment is terminated without cause or he terminates his employment with good reason after a change in control (as defined in his employment agreement), he will be entitled to receive an amount equal to six times his annual base salary and three times his annual perquisite allowance. He also will be entitled to continued coverage under our medical, dental and life insurance plans for him and his eligible dependents during the three-year period following termination. Additionally, if Mr. Chidseys employment is terminated during the 24-month period after a change in control of the Company either without cause or for good reason, all options and other equity awards held by him will vest in full. If Mr. Chidsey resigns for any reason within the 30-day period immediately following the one-year anniversary of a change in control involving a strategic buyer (as determined by the Board), his resignation would constitute a termination by us without cause under his employment agreement. | |
(5) | All equity granted to each of Messrs. Wells, Fallon and Smith and Ms. Chwat will fully vest upon termination if his or her employment is terminated at any time within 24 months after a change in control either without cause or by him or her for good reason. | |
(6) | If an NEO dies or becomes disabled (as such term is defined in the relevant employment agreement), the NEO is entitled to receive his or her target bonus, as if he or she had been employed for the entire fiscal year. For Mr. Chidsey, any severance payments made by BKC as a result of his termination upon his death or disability will be reduced by the value of any BKC paid life and disability benefits he or his family are entitled to receive. The term disability is defined in all NEO employment agreements as a physical or mental disability that prevents or would prevent the performance by the NEO of his or her duties under the employment agreement for a continuous period of six months or longer. | |
(7) | Pursuant to the terms of the respective NEOs employment agreement, each NEO has agreed to non-competition, non-solicitation and confidentiality restrictions that last for one year after termination. If the NEO breaches any of these covenants, we will cease providing any severance and other benefits to him or her, and we have the right to require him or her to repay any severance amounts already paid. In addition, as a condition to receiving the separation benefits, each NEO must sign a separation agreement and release in a form approved by us, which includes a waiver of all potential claims. Mr. Chidsey, unlike the other NEOs, is entitled to receive severance upon his death. In the case of his death, his estate must sign the release in order to receive severance benefits. | |
(8) | The amounts in this table represent the fair market value on June 30, 2010 of the unvested portion of Mr. Chidseys, Mr. Wells, Ms. Chwats, Mr. Fallons and Mr. Smiths equity that would vest upon the occurrence of a triggering event. The fair market value of the Companys common stock on June 30, 2010 was $16.84 per share. | |
(9) | The perquisites allowance will be paid to the NEO during the relevant severance period specified in Footnotes 1 and 2 above. | |
(10) | Each NEO, other than Mr. Chidsey, is entitled to receive outplacement services upon termination of employment without cause or for good reason. As of June 30, 2010, eligible NEOs are entitled to receive outplacement services from our third party service provider for up to one year, which is currently valued at $28,500. |
33
Fees Earned |
||||||||||||||||
or Paid in |
Stock |
All Other |
||||||||||||||
Cash(1) |
Awards(2)(3) |
Compensation |
Total |
|||||||||||||
Name
|
($) | ($) | ($)(4) | ($) | ||||||||||||
Richard W. Boyce
|
57,500 | 84,988 | 5,767 | 148,255 | ||||||||||||
David A. Brandon
|
57,500 | 84,988 | 5,767 | 148,255 | ||||||||||||
Ronald M. Dykes
|
77,500 | 84,988 | 5,427 | 167,915 | ||||||||||||
Peter R. Formanek
|
57,500 | 84,988 | 4,073 | 146,561 | ||||||||||||
Manuel A. Garcia
|
57,500 | 84,988 | 5,287 | 147,775 | ||||||||||||
Sanjeev K. Mehra
|
72,500 | 84,988 | 5,583 | 158,071 | ||||||||||||
Stephen G. Pagliuca(5)
|
47,500 | 84,985 | 1,737 | 132,972 | ||||||||||||
Brian T. Swette
|
57,500 | 84,988 | 7,087 | 149,575 | ||||||||||||
Kneeland C. Youngblood
|
57,500 | 84,988 | 4,073 | 146,561 |
(1) | Board service fees are calculated based on a calendar year (January through December), but our fiscal year runs from July 1st through June 30th. Our non-employee directors must make their deferral elections prior to January 1 in order to defer their annual retainers and chair fees for that year. Therefore, the amounts in this column represent annual retainers and chair fees for a portion of two calendar years, one from July 1, 2009 through December 31, 2009 and the other from January 1, 2010 through June 30, 2010. The following chart identifies our directors deferral elections for the portions of calendar years 2009 and 2010 comprising our fiscal year and the fair market value of the 2009 deferred stock award paid in fiscal 2010, which was based on the closing market price of a share of our common stock on November 20, 2009. The calendar year 2009 deferred stock award was granted on November 20, 2009 and the calendar year 2010 deferred stock award will be granted on November 19, 2010, and such award will be based on the closing market price of a share of our common stock on such date. |
34
Deferral Elections for July 1, 2009 |
Deferral Election for January 1, 2010 |
|||
through December 31, 2009 |
through June 30, 2010 |
|||
Director
|
Retainer and Chair Fees
|
Retainer and Chair Fees | ||
Richard W. Boyce, David A.
|
||||
Brandon, Manuel A. Garcia
|
||||
and Brian Swette
|
Deferred Retainer: $25,000 value | Deferred Retainer: $32,500 value | ||
Sanjeev Mehra
|
Deferred Retainer and Chair Fee: $30,000 value | Deferred Retainer and Chair Fees: $42,500 value | ||
Stephen G. Pagliuca
|
Deferred Retainer and Chair Fee: $15,000 value | Deferred Retainer: $29,375 value | ||
Ronald M. Dykes
|
Deferred Retainer and Chair Fee: $35,000 value | Deferred Retainer and Chair Fee: $42,500 value | ||
Peter R. Formanek and Kneeland C. Youngblood
|
No Deferral: Cash $25,000 | No Deferral: Cash $32,500 |
(2) | The grant date fair value of these awards is based on the closing market price of a share of our common stock on the November 19, 2009 grant date ($17.48 per share) for all directors, except for Mr. Pagliucas, which is based on the closing market price of a share of our common stock on the February 5, 2010 grant date ($17.72 per share), which is also the compensation cost for this grant recognized for financial statement reporting purposes in accordance with FAS 123R. The assumptions and methodology used to calculate the compensation cost are set forth in Note 3 to our Consolidated Financial Statements included in our Form 10-K for fiscal 2010. | |
(3) | As of June 30, 2010, Mr. Formanek was the only director to have options outstanding. As of such date, Mr. Formanek held 75,587 vested options. As of June 30, 2010, all of our directors had the following deferred stock awards outstanding: Messrs, Boyce and Brandon 25,000 shares, Mr. Dykes, 23,925 shares; Messrs. Formanek and Youngblood, 17,507 shares; Mr. Garcia, 23,078; Mr. Mehra, 24,478 shares; Mr. Pagliuca, 4,796 shares; and Mr. Swette, 30,277 shares. | |
(4) | Quarterly dividends in the amount of $0.0625 per share were paid by the Company to shareholders of record as of September 14, 2009, December 10, 2009, March 16, 2010, and June 14, 2010. The amounts reflected in this column represent dividend equivalents accrued on vested and unvested deferred stock issued by the Company to the directors. | |
(5) | Mr. Pagliuca resigned from the Board effective September 21, 2009. Mr. Pagliuca elected to defer his calendar 2009 annual retainer, but because his resignation was effective prior to the date his deferred stock award was issued, he received a cash payment of $38,681 in lieu of deferred stock. This amount represented his retainer for the period commencing January 1, 2009 through September 21, 2009, including the chair fee for the period commencing July 1, 2009 through September 21, 2009. Upon termination of service, his vested deferred stock settled and the unvested portion was forfeited. Upon his resignation, we issued 17,051 shares of stock to Mr. Pagliuca in settlement of his vested deferred stock, and the remaining 1,153 shares of unvested deferred stock issued to Mr. Pagliuca were forfeited. Mr. Pagliuca also received $7,742.45 in dividend equivalents accrued on his vested and unvested deferred stock. Mr. Pagliuca was reappointed to the Board on January 20, 2010. |
35
| Each of our directors and NEOs; | |
| All directors and executive officers as a group; and | |
| Each person or entity who is known to us to be the beneficial owner of more than 5% of our common stock. |
36
Common Stock, par Value |
||||||||
$.01 Per Share | ||||||||
Percentage |
||||||||
Name and Address of Beneficial Owner
|
Number | of Class | ||||||
John W. Chidsey(1)
|
1,831,834 | 1.3 | % | |||||
Ben K. Wells(1)
|
300,660 | * | ||||||
Russell B. Klein(1)
|
124,778 | * | ||||||
Charles M. Fallon, Jr.(1)
|
305,154 | * | ||||||
Anne Chwat(1)
|
363,292 | * | ||||||
Peter Smith(1)
|
195,357 | * | ||||||
Richard W. Boyce(1)
|
25,000 | * | ||||||
David M. Brandon(1)
|
35,000 | * | ||||||
Ronald M. Dykes(1)
|
23,925 | * | ||||||
Peter R. Formanek(1)
|
233,094 | * | ||||||
Manuel A. Garcia(1)
|
64,641 | * | ||||||
Sanjeev K. Mehra(1)(2)(6)
|
13,946,647 | 10.2 | % | |||||
Stephen G. Pagliuca(1)
|
13,601,924 | 10.0 | % | |||||
Brian T. Swette(1)
|
130,902 | * | ||||||
Kneeland C. Youngblood(1)
|
17,507 | * | ||||||
All Executive Officers and Directors as a group
(18 persons)(1)
|
31,297,015 | 22.9 | % | |||||
5% Stockholders
|
||||||||
FMR LLC(3)
|
7,824,558 | 5.7 | % | |||||
Investment funds affiliated with Artisan Partners Holdings LLC(4)
|
7,971,200 | 5.8 | % | |||||
Investment funds affiliated with Bain Capital Investors, LLC(5)
|
10,403,858 | 7.6 | % | |||||
Investment funds affiliated with The Goldman Sachs Group, Inc.(6)
|
14,046,089 | 10.3 | % | |||||
TPG BK Holdco LLC(7)
|
15,131,497 | 11.1 | % |
* | Less than one percent (1%) | |
(1) | Includes beneficial ownership of shares of common stock for which the following persons hold options currently exercisable or exercisable on or within 60 days of September 13, 2010: Mr. Chidsey, 1,340,714 shares; Mr. Wells, 266,509 shares; Mr. Fallon, 252,653 shares; Ms. Chwat, 284,462 shares; and Mr. Smith, 98,819 shares; and all directors and executive officers as a group, 2,311,985 shares. Also includes beneficial ownership of shares of common stock underlying deferred stock units held by the following persons that are currently vested or will vest on or within 60 days of September 13, 2010 and will be settled upon termination of Board service: each of Messrs. Boyce and Brandon, 25,000 shares; Mr. Dykes, 23,925 shares; each of Mr. Formanek and Mr. Youngblood, 17,507 shares; Mr. Garcia, 23,078 shares; Mr. Mehra, 24,478 shares; Mr. Pagliuca, 3,597 shares; Mr. Swette, 30,277 shares; and all non-employee directors as a group, 189,153 shares. See Footnotes 2 and 6 below for more information regarding the deferred stock held by Mr. Mehra. Mr. Kleins employment terminated on December 15, 2009 and his shares included in the table are based on the Form 4 filed with the SEC on December 16, 2009. None of the executive officers have restricted stock units or performance-based restricted stock units that will vest on or within 60 days of September 13, 2010, except 11,565 restricted stock units held by a non-NEO executive officer. | |
(2) | Mr. Mehra is a managing director of Goldman, Sachs & Co. Mr. Mehra and The Goldman Sachs Group, Inc. each disclaims beneficial ownership of the shares of common stock owned directly or indirectly by the Goldman Sachs Funds and Goldman, Sachs & Co., except to the extent of his or its pecuniary interest therein, if any. Goldman, Sachs & Co. disclaims beneficial ownership of the shares of common stock owned directly or indirectly by the Goldman Sachs Funds, except to the extent of its pecuniary interest therein, if any. Mr. Mehra has an understanding with The Goldman Sachs Group, Inc. pursuant to which he holds the |
37
deferred stock units he receives in his capacity as a director of the Company for the benefit of The Goldman Sachs Group, Inc. See Footnote 6 below for information regarding The Goldman Sachs Group, Inc. | ||
(3) | The shares included in the table are based solely on Amendment No. 3 to the Schedule 13G filed with the SEC on January 11, 2010 by FMR LLC. FMR LLC filed the amended Schedule 13G on a voluntary basis as if all of the shares are beneficially owned by FMR LLC and Fidelity International Limited (FIL) on a joint basis, but each is of the view that the shares held by the other need not be aggregated for purposes of Section 13(d). FMR LLC has the sole power to vote or to direct the vote regarding 4,857,828 of these shares and the sole power to dispose or to direct the disposition of 7,824,558 of these shares. The business address of FMR LLC is 82 Devonshire Street, Boston, MA 02109. | |
(4) | The shares included in the table are based solely on the Schedule 13G filed with the SEC on February 11, 2010 by Artisan Partners Holdings LP (Artisan Holdings), Artisan Investment Corporation (Artisan Corp.), Artisan Partners Limited Partnership (Artisan Partners), Artisan Investments GP LLC (Artisan Investments), ZFIC, Inc. (ZFIC), Andrew A. Ziegler and Carlene M. Ziegler. Artisan Holdings, a registered investment adviser, is the sole limited partner of Artisan Partners, a registered investment adviser. Artisan Investments is the general partner of Artisan Partners. Artisan Corp. is the general partner of Artisan Holdings. ZFIC is the sole stockholder of Artisan Corp. and Mr. Ziegler and Ms. Ziegler are the principal stockholders of ZFIC. Of the shares reported, each of Artisan Holdings, Artisan Corp., ZFIC, Mr. Ziegler and Ms. Ziegler reported that they had shared voting power with respect to 7,811,200 shares and shared dispositive power with respect to 7,971,200 shares. Artisan Partners and Artisan Investments each reported that it had shared voting power over 7,754,000 shares and shared dispositive power over 7,914,000 shares. The shares reported were acquired on behalf of discretionary clients of Artisan Partners and Artisan Holdings. The business address of Artisan Holdings is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202. | |
(5) | The shares included in the table consist of: (i) 10,403,858 shares of common stock owned by Bain Capital Integral Investors, LLC, whose administrative member is Bain Capital Investors, LLC (BCI); (ii) 3,117,905 shares of common stock owned by Bain Capital VII Coinvestment Fund, LLC, whose managing and sole member is Bain Capital VII Coinvestment Fund, L.P., whose general partner is Bain Capital Partners VII, L.P., whose general partner is BCI and (iii) 59,513 shares of common stock owned by BCIP TCV, LLC, whose administrative member is BCI. The shares included in the table are based solely on the Amendment No. 3 to Schedule 13G filed with the SEC on February 16, 2010 by BCI on behalf of itself and its reporting group. The business address of BCI is 111 Huntington Avenue, Boston, MA 02199. | |
(6) | The Goldman Sachs Group, Inc., and certain affiliates, including, Goldman, Sachs & Co., may be deemed to directly or indirectly own the shares of common stock which are owned directly or indirectly by investment partnerships, which The Goldman Sachs Group, Inc. refers to as the Goldman Sachs Funds, of which affiliates of The Goldman Sachs Group, Inc. and Goldman Sachs & Co. are the general partner, managing limited partner or the managing partner. Goldman, Sachs & Co. is the investment manager for certain of the Goldman Sachs Funds. Goldman, Sachs & Co. is a direct and indirect, wholly owned subsidiary of The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc., Goldman, Sachs & Co. and the Goldman Sachs Funds share voting and investment power with certain of their respective affiliates. Shares beneficially owned by the Goldman Sachs Funds consist of: (i) 7,262,660 shares of common stock owned by GS Capital Partners 2000, L.P.; (ii) 2,638,973 shares of common stock owned by GS Capital Partners 2000 Offshore, L.P.; (iii) 303,562 shares of common stock owned by GS Capital Partners 2000 GmbH & Co. Beteiligungs KG; (iv) 2,306,145 shares of common stock owned by GS Capital Partners 2000 Employee Fund, L.P.; (v) 106,837 shares of common stock owned by Bridge Street Special Opportunities Fund 2000, L.P.; (vi) 213,675 shares of common stock owned by Stone Street Fund 2000, L.P.; (vii) 356,124 shares of common stock owned by Goldman Sachs Direct Investment Fund 2000, L.P.; (viii) 412,941 shares of common stock owned by GS Private Equity Partners 2000, L.P.; (ix) 141,944 shares of common stock owned by GS Private Equity Partners 2000 Offshore Holdings, L.P.; and (x) 157,364 shares of common stock owned by GS Private Equity Partners 2000-Direct Investment Fund, L.P. | |
Goldman Sachs Execution & Clearing, L.P. beneficially owns directly and The Goldman Sachs Group, Inc. may be deemed to beneficially own indirectly 3,520 shares of common stock. Goldman, Sachs & Co. beneficially owns directly and The Goldman Sachs Group, Inc. may be deemed to beneficially own indirectly 10,100 shares of common stock. Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. may |
38
each be deemed to beneficially own indirectly, in the aggregate, 13,900,225 shares of common stock through certain limited partnerships described in this footnote, of which affiliates of Goldman, Sachs & Co. and The Goldman | ||
Sachs Group, Inc. are the general partner, managing general partner, managing partner, managing member or member. Goldman, Sachs & Co. is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. Goldman, Sachs & Co. is the investment manager of certain of the limited partnerships. | ||
The Goldman Sachs Group, Inc. may be deemed to beneficially own 24,478 shares of common stock pursuant to the 2006 Omnibus Incentive Plan, which are deferred shares granted to Sanjeev K. Mehra, a managing director of Goldman, Sachs & Co. in his capacity as a director of the Company. Mr. Mehra has an understanding with The Goldman Sachs Group, Inc. pursuant to which he holds such deferred shares for the benefit of The Goldman Sachs Group, Inc. The grant of 24,478 deferred shares is currently vested or will vest within 60 days of September 13, 2010. The deferred shares granted to Mr. Mehra will be settled upon termination of Board service. Each of Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. disclaims beneficial ownership of the deferred shares of common stock except to the extent of its pecuniary interest therein. | ||
The shares included in the table are based solely on the Schedule 13G filed with the SEC on February 16, 2010 by The Goldman Sachs Group, Inc. on behalf of itself and its reporting group. The business address for The Goldman Sachs Group, Inc. is 85 Broad Street, New York, NY 10004. | ||
(7) | The shares included in the table are directly held by TPG BK Holdco LLC. TPG Advisors III, Inc., a Delaware corporation (Advisors III), is the sole general partner of TPG GenPar III, L.P., a Delaware limited partnership, which in turn is the sole general partner of TPG Partners III, L.P., a Delaware limited partnership, which in turn is the managing member of TPG BK Holdco LLC. David Bonderman and James Coulter are directors, officers and sole shareholders of Advisors III, and therefore, David Bonderman, James Coulter and Advisors III may each be deemed to beneficially own the shares directly held by TPG BK Holdco LLC. The shares included in this table are based solely on the Amendment No. 2 to Schedule 13G filed with the SEC on February 13, 2009 on behalf of Advisors III, Mr. Bonderman and Mr. Coulter. The business address for TPG BK Holdco LLC is c/o TPG Capital, L.P., 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. |
39
40
41
Fiscal Year | ||||||||
Fee Category
|
2010 | 2009 | ||||||
(In thousands) | (In thousands) | |||||||
Audit Fees(1)
|
$ | 3,267 | $ | 3,643 | ||||
Audit-Related Fees(2)
|
129 | 151 | ||||||
Total Fees
|
3,396 | 3,794 |
(1) | Annual audit fees primarily consist of fees for the audits of the consolidated financial statements and the review of the interim condensed quarterly consolidated financial statements. This category also includes fees for statutory audits required by the tax authorities of various countries and accounting consultations and research work necessary to comply with Public Company Accounting Oversight Board standards. In fiscal 2010 and 2009, audit fees also included amounts related to the audit of the effectiveness of internal controls over financial reporting and attestation services. | |
(2) | Audit-Related Fees primarily consist of the fees for financial statement audits of our marketing fund and gift card subsidiary. |
42
31.1
|
Certification of Chief Executive Officer of Burger King Holdings, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
31.2
|
Certification of Chief Financial Officer of Burger King Holdings, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * | |
32.1
|
Certification of Chief Executive Officer of Burger King Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Companys Form 10-K for the fiscal year ended June 30, 2010) | |
32.2
|
Certification of the Chief Financial Officer of Burger King Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Companys Form 10-K for the fiscal year ended June 30, 2010) |
* | Filed herewith |
43
BURGER KING HOLDINGS, INC. |
||||
By: | /s/ John W. Chidsey | |||
Name: | John W. Chidsey | |||
Title: | Chairman and Chief Executive Officer | |||
Date: | September 17, 2010 | |||
Signature | Title | Date | ||
/s/ John W. Chidsey
|
Chairman and Chief Executive Officer (principal executive officer) |
September 17, 2010 | ||
/s/ Ben K. Wells
|
Chief Financial Officer (principal financial and accounting officer) |
September 17, 2010 | ||
/s/ Richard W. Boyce
|
Director | September 17, 2010 | ||
Director | ||||
/s/ Ronald M. Dykes
|
Director | September 17, 2010 | ||
Director | ||||
/s/ Manuel A. Garcia
|
Director | September 17, 2010 | ||
Director | ||||
/s/ Stephen G. Pagliuca
|
Director | September 17, 2010 | ||
/s/ Brian T. Swette
|
Director | September 17, 2010 | ||
/s/ Kneeland C. Youngblood
|
Director | September 17, 2010 |
44