<![CDATA[Definitive Notice & Proxy Statement]]>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant þ
Filed by a party other than the
Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Sykes Enterprises, Incorporated
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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SYKES ENTERPRISES, INCORPORATED |
April 17, 2014
Dear Shareholder:
I am pleased to invite you to
attend the Sykes Enterprises, Incorporated 2014 Annual Meeting of Shareholders. The meeting will be held at the Florida Museum of Photographic Arts, The Cube at Rivergate Plaza, 400 N. Ashley Drive, Cube 200, Tampa, Florida, 33602 on Tuesday,
May 20, 2014, at 8:00 a.m., Eastern Daylight Savings Time. In the following pages, you will find the Notice of Annual Meeting of Shareholders as well as a Proxy Statement which describes the items of business to be conducted at the
meeting.
Your vote is important, so to assure your representation at the Annual Meeting, please vote on the matters described in this
proxy statement by completing the enclosed proxy card and mailing it promptly in the enclosed envelope. If your shares are held in street name by a brokerage firm, bank or other nominee, the nominee will supply you with a proxy card to be returned
to it. It is important that you return the proxy card as quickly as possible so that the nominee may vote your shares. If your shares are held in street name by a nominee, you may not vote those shares in person at the Annual Meeting unless you
obtain a power of attorney or legal proxy from that nominee authorizing you to vote the shares, and you present that power of attorney or proxy at the Annual Meeting.
Sincerely,
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James T. Holder |
Secretary |
Important notice regarding the availability of proxy materials
for the Shareholders Meeting To Be Held On May 20, 2014
This proxy statement and our 2013 Annual Report to Shareholders are available at:
https://materials.proxyvote.com/871237
TABLE OF CONTENTS
SYKES ENTERPRISES, INCORPORATED
400 North Ashley Drive
Tampa, Florida 33602
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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Date and Time: |
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8:00 a.m. Eastern Daylight Savings time on May 20, 2014 |
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Place: |
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Florida Museum of Photographic Arts, The Cube at Rivergate Plaza, 400 N. Ashley Drive, Cube 200, Tampa, Florida, 33602 |
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Items of Business: |
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1. To elect three
directors to hold office until the 2017 Annual Meeting of Shareholders and one director to hold office until the 2015 Annual Meeting of Shareholders; |
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2. To hold a
shareholder advisory vote on executive compensation; |
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3. To ratify
the appointment of Deloitte & Touche LLP as independent auditors of the Company; and |
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4. To transact
any other business as may properly come before the Annual Meeting. |
Only shareholders of record as of the close of business on March 21, 2014, will be entitled to vote at the Annual Meeting or
any adjournment or postponement of the Annual Meeting. Information relating to the matters to be considered and voted on at the Annual Meeting is set forth in the proxy statement accompanying this Notice.
Tampa, Florida
April 17, 2014
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By Order of the Board of Directors, |
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James T. Holder |
Secretary |
SYKES ENTERPRISES, INCORPORATED
400 North Ashley Drive
Tampa, Florida 33602
PROXY STATEMENT
2014 ANNUAL MEETING OF SHAREHOLDERS
Tuesday, May 20, 2014
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors
of Sykes Enterprises, Incorporated (the Company) for the Annual Meeting of Shareholders (the Annual Meeting) to be held at the Florida Museum of Photographic Arts, The Cube at Rivergate Plaza, 400 N. Ashley Drive,
Cube 200, Tampa, Florida, 33602, on Tuesday, May 20, 2014, at 8:00 a.m.,
Eastern Daylight Savings Time, and any adjournment or postponement of the Annual Meeting.
This
Proxy Statement and the annual report to shareholders of the Company for the year ended December 31, 2013 are first being mailed on or about April 18, 2014 to shareholders entitled to vote at the Annual Meeting.
Shareholders Entitled To Vote
The record date for the Annual Meeting is March 21, 2014. Only shareholders of record as of the close of
business on the record date are entitled to notice of the Annual Meeting and to vote at the Annual Meeting. As of the record date, 43,633,555 shares of common stock were outstanding and entitled to vote at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of elections appointed for the Annual Meeting, who will also determine
whether a quorum is present for the transaction of business. The Companys Bylaws provide that a quorum is present if the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the meeting are present in
person or represented by proxy. Abstentions will be counted as shares that are present and entitled to vote for purposes of determining whether a quorum is present. Shares held by nominees for beneficial owners will also be counted for purposes of
determining whether a quorum is present if the nominee has the discretion to vote on at least one of the matters presented, even though the nominee may not exercise discretionary voting power with respect to other matters and even though voting
instructions have not been received from the beneficial owner (a broker non-vote). At the Annual Meeting, if a quorum exists, directors will be elected by a majority vote, as more fully described under Proposal 1 Election of
Directors below. Approval of the other proposals will require the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Broker non-votes will not be counted as votes cast in determining whether a Proposal has been
approved.
Shareholders are requested to vote by completing the enclosed Proxy and returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to
indicate their votes in the spaces provided on the Proxy. Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given in the Proxy. Where no
instructions are indicated, signed Proxies will be voted FOR each of the proposals listed in the Notice of Annual Meeting of Shareholders. Returning your completed Proxy will not prevent you from voting in person at the Annual Meeting, should you be
present and wish to do so.
Any shareholder giving a Proxy has the power to revoke it at any time before it is exercised by:
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filing with the Secretary of the Company written notice of revocation, |
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submitting a duly executed Proxy bearing a later date than the previous Proxy, or |
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appearing at the Annual Meeting and voting in person. |
Proxies solicited by this Proxy Statement may be exercised only at the Annual Meeting and any adjournment of the Annual Meeting and will not be used for any other meeting. Proxies solicited by this Proxy Statement
will be returned to the Board of Directors and will be tabulated by an inspector of elections designated by the Board of Directors.
The cost of
solicitation of Proxies by mail on behalf of the Board of Directors will be borne by the Company. Proxies also may be solicited by personal interview or by telephone by directors, officers, and other employees of the Company without additional
compensation. The Company also has made arrangements with brokerage firms, banks, nominees, and other fiduciaries that hold shares on behalf of others to forward proxy solicitation materials to the beneficial owners of such shares. The Company will
reimburse such record holders for their reasonable out-of-pocket expenses.
2 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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PROPOSAL 1: ELECTION OF DIRECTORS |
PROPOSAL 1: ELECTION OF DIRECTORS
The Companys Board of Directors (the Board) currently is comprised of 9 individuals, and is divided
into three classes (designated CLASS I, CLASS II, and CLASS III), as nearly equal in number as possible, with each class serving a three-year term expiring at the third annual meeting of shareholders after its
election. The term of the four current CLASS I directors will expire at the Annual Meeting. Mr. H. Parks Helms and Dr. Linda McClintock-Greco, whose terms are expiring at this meeting, and who have served on the Board for 37 years and 15
years respectively, have notified the Board that they will retire and not stand for re-election this year. The Companys Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated James S.
MacLeod to stand for re-election, and William D. Muir, Jr., and Lorraine Leigh Lutton to stand for election, as CLASS I directors, whose terms will all expire at the 2017 Annual Meeting of Shareholders. The Companys Board of Directors, upon
the recommendation of the Nominating and Corporate Governance Committee, has nominated James K. Murray, Jr. to stand for re-election as a CLASS III director, whose term will expire at the 2015 Annual Meeting of Shareholders.
Provided that a quorum is present at the Annual Meeting, each nominee shall be elected by the affirmative vote of a majority of the votes cast with respect to that
nominees election. A majority of votes cast means that the number of shares voted for a directors election exceeds 50% of the number of votes cast with respect to that directors election.
Votes cast shall include (i) votes for the election of such director and (ii) votes against the election of such director, and shall exclude abstentions with respect to that
directors election and broker non-votes.
Incumbent directors Murray and MacLeod have provided to the Company contingent letters of resignation
from the Board which shall become effective only if such director fails to receive a sufficient number of votes for re-election at the Annual Meeting and the Board determines to accept the resignation. The Board will consider and act upon the letter
of resignation of a director who fails to receive the affirmative vote of a majority of the votes cast on his election within ninety (90) days after the date on which the election results were certified and will promptly make public disclosure
of the results of its decision. The Board, in making its decision, may consider any factors or other information that it considers appropriate and relevant. The director who has tendered his resignation shall not participate in the decision of the
Board with respect to his resignation. If such incumbent directors resignation is not accepted by the Board, such director shall continue to serve until his successor is duly elected, or his earlier resignation or removal.
In the event any nominee is unable to serve, the persons designated as proxies will cast votes for such other person in their discretion as a substitute nominee.
The Board of Directors has no reason to believe that the nominees named herein will be unavailable or, if elected, will decline to serve.
THE BOARD OF DIRECTORS
RECOMMENDS THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS IN THE CLASS SPECIFIED AND URGES EACH SHAREHOLDER TO VOTE FOR THE NOMINEES. EXECUTED PROXIES IN THE ACCOMPANYING FORM THAT ARE NOT OTHERWISE MARKED WILL BE VOTED AT THE ANNUAL
MEETING FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED BELOW.
Directors Standing for Election at the 2014 Annual Meeting
CLASS I TERM EXPIRES AT THE
2017 ANNUAL MEETING.
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Name |
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Age |
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Position(s) with the Company |
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Director Since |
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James S. MacLeod (2)(4)(5) |
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66 |
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Director |
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2005 |
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William D. Muir, Jr. |
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45 |
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Nominee for Director |
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N/A |
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Lorraine Leigh Lutton |
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48 |
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Nominee for Director |
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N/A |
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CLASS III TERM EXPIRES AT THE 2015 ANNUAL MEETING.
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Name |
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Position(s) with the Company |
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Director Since |
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James K. Murray, Jr.
(2)(5) |
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78 |
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Director |
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2005 |
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SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 3
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PROPOSAL 1: ELECTION OF DIRECTORS |
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Directors Whose Term of Office Continues
CLASS II TERM EXPIRES AT THE
2016 ANNUAL MEETING.
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Name |
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Position(s) with the Company |
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Director Since |
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Paul L. Whiting (1)(4) |
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70 |
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Director & Non-Executive Chairman |
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2003 |
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Lt. General Michael DeLong (Ret.) (2)(3) |
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68 |
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Director |
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2003 |
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Iain A. Macdonald
(4)(5) |
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69 |
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Director |
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2004 |
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CLASS III TERM EXPIRES AT THE 2015 ANNUAL MEETING.
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Name |
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Position(s) with the Company |
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Director Since |
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Charles E. Sykes |
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51 |
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Director, President & Chief Executive Officer |
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2004 |
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William J. Meurer
(4)(5) |
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70 |
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Director & Chairman of the Audit Committee |
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2000 |
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Chairman of the Board |
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Member of the Compensation Committee |
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Member of the Nominating and Corporate Governance Committee |
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Member of the Audit Committee |
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Member of the Finance Committee |
4 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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PROPOSAL 1: ELECTION OF DIRECTORS |
Director Qualifications and Biographical Information
Biographical information for each of the
director nominees is set forth below, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that each of the director nominees should serve as a director.
Our Board includes individuals with strong backgrounds in executive leadership and management, accounting and finance, and Company and industry knowledge, and we
believe that, as a group, they work effectively together in overseeing our business. We believe that our directors hold themselves to the highest standards of integrity and that they are committed to representing the long-term best interests of our
stockholders. While we do not have a formal diversity policy, we believe that our directors diversity of backgrounds and experiences, which include public accounting, military, aerospace, manufacturing, banking, technology, telecommunications,
finance and retail, results in different ideas and varying viewpoints that contribute to effective oversight of our business.
Mr. Whiting
Director Since December 2003
Paul L. Whiting was elected to the Board of Directors in December 2003 and was elected Non-Executive Chairman in August 2004. He is also a member of the
Boards Audit Committee. Since 1997, Mr. Whiting has been President of Seabreeze Holdings, Inc., a privately held investment company. Previously, Mr. Whiting held various positions within Spalding & Evenflo Companies, Inc.,
including Chairman, Chief Executive Officer and Chief Financial Officer. Presently, Mr. Whiting sits on the boards of TECO Energy, Inc. (a public company) and Tampa Electric Company, Florida Investment Advisors, Inc., The Bank of Tampa and its
holding company, The Tampa Bay Banking Co. Mr. Whiting also serves on the board of the Florida West Coast Public Broadcasting, Inc. as well as the boards of various civic organizations, including, among others, the Academy Prep Center of Tampa,
Inc., a full scholarship, private, college preparatory middle school for low-income children, where he is a Trustee and past Board President.
Qualifications:
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Mr. Whitings public company CEO, CFO and director experience as well as his private investment company business experience provides a unique
combination of leadership, financial and business analytical skills, business judgment and investment banking knowledge to the Board as the Companys non-executive Chairman.
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Lt. Gen. DeLong
Director Since September 2003
Lt. General Michael DeLong (USMC Retired) was elected to the Board of Directors in September 2003 and is a member of the Nominating and Corporate Governance
Committee and the Compensation Committee. From October 2003 to February 2008, Lt. Gen. DeLong served as Vice Chairman of Shaw Arabia Limited, President of Shaw CentCom Services, LLC, and Senior Vice President of the Shaw Group, Inc. From February,
2008 through February 2013, Lt. Gen. DeLong served as Vice President of Boeing International Corporation. On March 1, 2013 Lt. Gen. DeLong was named President and CEO and General Manager of Gulf to Gulf Contractors International and serves
as the Boeing Consultant for the Middle East and Africa. From 1967 until his retirement on November 1, 2003, Lt. Gen. DeLong led a distinguished military career, most recently serving as the Deputy Commander, United States Central Command
at MacDill Air Force Base, Tampa, Florida. He holds a Masters Degree in Industrial Management from Central Michigan University and an honorary Doctorate in Strategic Intelligence from the Joint Military Intelligence College and graduated from
the Naval Academy as an Aero Engineer.
Qualifications:
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Gen. DeLongs military career, together with his international business executive experience, allows him to bring to the Board leadership and skills in
strategic analysis and judgment as well as a knowledge of international business and political environments.
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SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 5
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PROPOSAL 1: ELECTION OF DIRECTORS |
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Mr. Macdonald
Director Since May 2004
Iain A. Macdonald was originally elected to the Board of Directors in 1998 and served until 2001, when he resigned for personal reasons. Mr. Macdonald
was re-elected to the Board of Directors in May 2004 and since then has been a member of the Audit Committee. In December 2012, Mr. Macdonald was also appointed as a member of the Finance Committee. During the past 10 years, Mr. Macdonald
has served on the boards of a series of technology-based business ventures in the UK, which he has assisted to develop and obtain funding. He was a founding partner, and is currently Chairman of Yakara Ltd., a developer of SMS and IVR
telecommunications software solutions and is a former member of the Board of Northern AIM VCT plc, which is a venture capital investment fund. From 2008 to 2011, he served on the Board of Scottish Enterprise, Scotlands economic development
agency. Prior to joining the Companys Board in 1998, Mr. Macdonald served as a director of McQueen International Ltd. from 1996 until its acquisition by the Company in 1998.
Qualifications:
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Having served as a director of an entity in the UK which was acquired by the Company in 1998, Mr. Macdonald offers a unique institutional viewpoint and
depth of industry knowledge. He also brings to the Board considerable leadership, international business, financial and governmental experience.
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Mr. Sykes
Director Since August 2004
Charles E. Sykes was elected to the Board of Directors in August 2004 to fill the vacancy created by the retirement of the Companys founder and former
Chairman, John H. Sykes. Mr. Charles Sykes joined the Company in September 1986 and has served in numerous capacities throughout his years with the Company. Mr. Charles Sykes was appointed as Vice President of Sales, North America in 1999
and between the years of 2000 to 2003 served as Group Executive, Senior Vice President of Marketing and Global Alliances, and Senior Vice President of Global Operations. Mr. Sykes was appointed President and Chief Operating Officer in July,
2003 and was named President and Chief Executive Officer in August 2004. Mr. Sykes received his Bachelor of Science degree in mechanical engineering from North Carolina State University in 1985. He currently serves on the boards of the Greater
Tampa Chamber of Commerce, the Tampa Bay Partnership and the Tampa Bay Metro Board of the American Heart Association, as a Trustee of the University of Tampa, as a director of Feeding America of Tampa Bay, Inc. and Junior Achievement of Tampa Bay,
and is a member of the Florida Council of 100.
Qualifications:
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As the Chief Executive Officer of the Company, Mr. Sykes provides the Board with information gained from hands-on management of Company operations,
identifying near-term and long-term goals, challenges and opportunities. As the son of the Companys founder and having worked for the Company for his full career, he brings a continuity of mission and values on which the Company was
established. |
6 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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PROPOSAL 1: ELECTION OF DIRECTORS |
Mr. MacLeod
Director Since May 2005
James S. MacLeod was elected to the Board of Directors in May 2005 and is Chairman of the Compensation Committee and is a member of the Audit Committee and
the Finance Committee. Mr. MacLeod has served in various positions at CoastalStates Bank in Hilton Head Island, South Carolina since February 2004 and is currently its President. Mr. MacLeod also serves on the Board of Directors of
CoastalStates Bank and has served as Chairman of the Board and Chief Executive Officer of CoastalSouth Bancshares, its holding company, since 2011. From June 1982 to February 2004, he held various positions at Mortgage Guaranty Insurance
Corp in Milwaukee, Wisconsin, the last 7 years serving as its Executive Vice President. Mr. MacLeod has a Bachelor of Science degree in Economics from the University of Tampa, a Master of Science in Real Estate and Urban Affairs from
Georgia State University and a Masters in City Planning from the Georgia Institute of Technology. Mr. MacLeod is currently a Trustee and Vice Chairman, of the Board, and serves as the Chairman of the Governance and Valuation Committees and is a
member of the Performance Committee of the Allianz Funds.
Qualifications:
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As a result of his extensive financial services background, Mr. MacLeod brings to the Board valuable financial analytical skills and experience, a deep
understanding of cash transaction and management issues, as well as business acumen and judgment.
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Mr. Murray
Director Since May 2005
James (Jack) K. Murray, Jr., was elected to the Board of Directors in May 2005 and is a member and Chairman of the Finance Committee and a member
of the Compensation Committee. Mr. Murray currently serves as Chairman of Murray Corporation, a private venture capital enterprise based in Tampa, Florida. Mr. Murray also serves as President of Murray Advisors, Inc. and as Chairman of the
Advisory Board of HealthEdge Investment Fund II, a private equity fund focused primarily on investments in the health care field. In 1970, Mr. Murray was one of the founders of a company that is today HealthPlan Services, Inc. which was
acquired by The Dun & Bradstreet Corporation (NYSE:DNB) in 1978. From 1978 through 1993, Mr. Murray served in various capacities for Dun & Bradstreet Corporation, including President of Dun & Bradstreet Credit
Services, and from 1990 through 1993, served in various capacities including President, principal executive officer and Chairman for the Reuben H. Donnelley Corp., a publisher of telephone yellow pages. In 1994, Mr. Murray and other financial
partners acquired HealthPlan Services from Dun & Bradstreet. In May 1995, HealthPlan Services became a public company and was listed on the New York Stock Exchange. Mr. Murray retired from HealthPlan Services in 2000. Mr. Murray
serves on the boards of the University of Tampa, Canterbury Towers, and The General Theological Seminary.
Qualifications:
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Mr. Murrays diverse experience in both the public company and private venture capital arenas allows him to bring to the Board significant leadership
skills as well as business, transactional and financial analytic skills. |
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 7
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PROPOSAL 1: ELECTION OF DIRECTORS |
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Mr. Meurer
Director Since October 2000
William J. Meurer was elected to the Board of Directors in October 2000 and is a member and Chairman of the Audit Committee and a member of the Finance
Committee. Previously, Mr. Meurer was employed for 35 years with Arthur Andersen LLP where he served most recently as the Managing Partner for Arthur Andersens Central Florida operations. Since retiring from Arthur Andersen in 2000,
Mr. Meurer has been a private investor and consultant. Mr. Meurer also serves on the Board of Trustees for Lifelink Foundation, Inc. and as a member of the Board of Directors of the Eagle Family of Funds and Walter Investment Management
Corporation.
Qualifications:
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As former managing partner of an international public accounting firm, Mr. Meurer brings to our Board relevant experience with financial accounting, audit
and reporting issues, SEC filings and complex corporate transactions. |
Ms. Lutton
Nominee for Director
Lorraine Leigh Lutton serves as the President of St. Josephs Hospital, a 529 bed tertiary acute care facility in Tampa Florida and member of the
BayCare Health System, as well as the Hillsborough County Market Leader for BayCare Health System, where her responsibilities include representing BayCare to the community, serving as the local liaison to the St. Josephs-Baptist Healthcare
Governing Board and coordinating all of BayCares acute care facilities in Hillsborough County, including St. Josephs Hospital, St. Josephs Womens Hospital, St. Josephs Childrens Hospital, St.
Josephs Hospital-North, St. Josephs Hospital-South and South Florida Baptist Hospital in Plant City, totaling over 1,000 beds. Ms. Lutton has been employed by St. Josephs in a variety of roles since 1992, serving most recently
as Chief Operating Officer from 2004 to 2013, when she was named as President. Ms. Lutton received her bachelors degree in public health, health policy and administration from the University of North Carolina at Chapel Hill, and her
masters degree in business administration from the Anderson Graduate School of Management at UCLA. Ms. Lutton is a Fellow of the American College of Healthcare Executives.
Qualifications:
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Ms. Lutton brings to our Board substantial business experience in the healthcare arena, as well as communication, planning, organizational and management
skills. |
Mr. Muir
Nominee for Director
William D. Muir, Jr. serves as the Chief Operating Officer of Jabil Circuit, Inc. (NYSE: JBL), having been promoted to this position in 2013. From 2009 to
2013, Mr. Muir served as Jabils Executive Vice President and Chief Executive Officer, Global Manufacturing Services, responsible for $14B of annual revenue with commercial leadership across diversified markets, including
Healthcare & Life Sciences, Enterprise & Infrastructure, High Velocity and Industrial & Clean-tech. Additionally, Mr. Muir led the global, integrated capabilities in Operations, Supply Chain and Design which underpin
these diversified businesses. Previously, Mr. Muir served as Regional President for Asia, responsible for Jabils Operations and Business Development efforts across China, India, Vietnam, Malaysia, Singapore and Japan. In this capacity, he
resided in Shanghai from 2004 through 2007 and subsequently in Singapore until 2009. Prior to his leadership role in Asia, Mr. Muir led Global Business Development efforts for Jabil across large-scale customer relationships and has also held
roles leading Operations across the Americas.
Qualifications:
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Mr. Muir brings to our Board a diverse background spanning engineering, manufacturing, supply chain, business development, and operations. He has been a
leader in information technology, supply chain, security, quality, engineering innovation, and global, strategic accounts. Mr. Muirs decade long global and domestic profit and loss responsibility also brings valuable business
financial acumen to the Board. |
8 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
CORPORATE GOVERNANCE
The Company maintains a corporate governance page on its website which includes key information about its corporate
governance initiatives, including its Corporate Governance Guidelines, Code of Ethics, and charters for the committees of the Board of Directors. The corporate governance page can be found at www.sykes.com, by clicking on Investor
Relations and then on Corporate Governance.
The Companys policies and practices reflect corporate governance initiatives that
are compliant with the listing requirements of the Nasdaq Stock Market and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, including:
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the Board of Directors has adopted clear corporate governance policies; |
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a majority of the board members are independent of the Company and its management; |
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all members of the key board committees the Audit Committee, the Compensation Committee, the Nominating
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and Corporate Governance Committee and the Finance Committee are independent; |
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the independent members of the Board of Directors meet regularly without the presence of management; |
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the Company has adopted a code of ethics that applies to all directors, officers and employees which is monitored by its Nominating and Corporate Governance
Committee; |
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the charters of the Board committees clearly establish their respective roles and responsibilities; and |
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the Companys Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the
Company, including the Board and the Audit Committee, regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.
These procedures are described under Communications With Our Board below. |
Certain Relationships and Related Person
Transactions
Review and Approval of Related Person Transactions. In order to ensure that material transactions and
relationships involving a potential conflict of interest for any executive officer or director of the Company are in the best interests of the Company, under the Code of Ethics adopted by the Board of Directors for all of our employees and
directors, all such conflicts of interest are required to be reported to the Board of Directors, and the approval of the Board of Directors must be obtained in advance for the Company to enter into any such transaction or relationship. Pursuant to
the Code of Ethics, no officer or employee of the Company may, on behalf of the Company, authorize or approve any transaction or relationship, or enter into any agreement, in which such officer, director or any member of his or her immediate family,
may have a personal interest without such Board approval. Further, no officer or employee of the Company may, on behalf of the Company, authorize or approve any transaction or relationship, or enter into any agreement, if they are aware that an
executive officer or a director of the Company, or any member of any such persons family, may have a personal interest in such transaction or relationship, without such Board approval.
The Companys Audit Committee reviews all conflict of interest transactions involving executive officers and directors of the Company, pursuant to its charter.
In the course of their review of a related party transaction, the Board and the Audit Committee considers:
|
|
the nature of the related persons interest in the transaction; |
|
|
the material terms of the transaction, including, without limitation, the amount and type of transaction; |
|
|
the importance of the transaction to the Company; |
|
|
the importance of the transaction to the related person; |
|
|
whether the transaction would impair the judgment of the director or executive officer to act in the best interests of the Company; and
|
|
|
any other matters the Board or Committee deems appropriate. |
Any member of the Board or the Audit Committee who has a conflict of interest with respect to a transaction under review may not participate in the deliberations or vote respecting approval of the transaction,
provided, however, that such director may be counted in determining the presence of a quorum.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 9
Related Party Transactions. On January 25, 2008, the Company entered into a real estate lease with
Kingstree Office I, LLC, an entity controlled by Mr. John Sykes, the Companys founder and former Chief Executive Officer and Chairman, relating to the Companys call center in Kingstree, South Carolina. On
May 21, 2008, the Audit Committee of the Board reviewed this transaction and recommended approval to the full Board, which also approved the transaction. During the year ended
December 31, 2013, the Company paid $438,811 to Kingstree Office I, LLC as rent on the Kingstree facility.
Leadership Structure
Upon the 2004 retirement of Mr. John Sykes, the Board elected to change the leadership structure to separate the
Chief Executive Officer position from that of the Chairman of the Board. The Board determined in 2005 that the change in leadership created an opportune time to change the leadership structure, and that the Company would benefit
from having an independent non-employee Chairman who could provide a diversity of view and experience in consultation with the newly elected President and Chief Executive Officer. The Board
continues to believe that the Company is best served by having this bifurcated leadership structure.
Risk Oversight
The Board has determined that the role of risk oversight will currently remain with the full Board as opposed to
having responsibility delegated to a specific committee. Management has created an enterprise risk management committee which
is primarily responsible for identifying and assessing enterprise risks, developing risk responses and evaluating residual risks. The chairperson of the management committee reports directly to
the full Board.
Director Independence
In accordance with Nasdaq rules, the Board affirmatively
determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted, which include all elements of independence set forth in the Nasdaq listing standards. Based upon these standards, at
meetings held on March 19, 2014 and April 11, 2014, the Board determined that each of the following non-employee directors is independent and has no relationship with the Company, except as a director and shareholder of the Company:
|
|
|
|
|
|
|
(1) |
|
Paul L. Whiting |
|
(5) |
|
James S. MacLeod |
(2) |
|
Lt. General Michael DeLong (Ret.) |
|
(6) |
|
James K. Murray, Jr. |
(3) |
|
William J. Meurer |
|
(7) |
|
Lorraine L. Lutton (nominee) |
(4) |
|
Iain A. Macdonald |
|
(8) |
|
William D. Muir, Jr. (nominee) |
In connection with its decision to nominate Mr. Muir and Ms. Lutton to stand for election at the Annual Meeting, the Board
has affirmatively determined that each of these nominees is independent and has no relationship with the Company.
Nominations for Directors
The Nominating and Corporate Governance Committee (the Nominating Committee) is responsible for screening
potential director candidates and recommending qualified candidates to the Board for nomination. The Nominating Committee considers all relevant criteria including, age, skill, integrity, experience, education, time availability, stock exchange
listing standards, and applicable federal and state laws and
regulations. The Nominating Committee has a specific goal of creating and maintaining a board with the heterogeneity, skills, experience and personality that lend to open, honest and vibrant
discussion, consideration and analysis of Company issues, and accordingly the Nominating Committee also considers individual qualities and attributes that will help create the desired heterogeneity.
10 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
The Nominating Committee may use various sources for identifying and evaluating nominees for directors including
referrals from our current directors, management and shareholders, as well as input from third party executive search firms retained at the Companys expense. If the Nominating Committee retains one or more search firms, such firms may be asked
to identify possible nominees, interview and screen such nominees and act as a liaison between the Nominating Committee and each nominee during the screening and evaluation process. The Nominating Committee will review the resume and qualifications
of each candidate identified through any of the sources referenced above, and determine whether the candidate would add value to the Board. With respect to candidates that are determined by the Nominating Committee to be potential nominees, one or
more members of the Nominating Committee will contact such candidates to determine the candidates general availability and interest in serving. Once it is determined that a candidate is a good prospect, the candidate will be invited to meet
the full Nominating Committee which will conduct a personal interview with the candidate. During the interview, the Nominating Committee will evaluate whether the candidate meets the guidelines and criteria adopted by the Board, as well as exploring
any special or unique qualifications, expertise and experience offered by the candidate and how such qualifications, expertise and/or experience may complement that of existing Board members. If the candidate is approved by the Nominating Committee,
as a result of the Nominating Committees determination that the candidate will be able to add value to the Board and the candidate expresses his or her interest in serving on the Board, the Nominating Committee will then review its conclusions
with the Board and recommend that the candidate be selected by the Board to stand for election by the shareholders or fill a vacancy or newly created position on the Board.
Mr. H. Parks Helms and Dr. Linda McClintock-Greco, whose terms are expiring at this meeting, and who have served on the Board for 37 years and 16 years respectively, have notified the Board that they will
retire and not stand for re-election this year. The remaining two Class I directors whose terms expire at the Annual Meeting have each been recommended to the Board by the Committee, and nominated by the Board to stand for re-election. The Committee
also recommended to the Board, and the Board has nominated, William D. Muir, Jr. and Lorraine Leigh Lutton for election as new directors. Both Mr. Muir and Ms. Lutton were recommended to the Committee for consideration by non-management
members of our Board of Directors.
The Committee will consider qualified nominees recommended by shareholders who may submit
recommendations to the Nominating Committee in care of our Corporate Secretary, 400 North Ashley Drive, Tampa, Florida 33602. Any shareholder nominating an individual for election as a director
at an annual meeting must provide written notice to the Secretary of the Company, along with the information specified below, which notice must be received at the principal business office of the Company no later than the date designated for receipt
of shareholders proposals as set forth in the Companys proxy statement for its annual shareholders meeting. If there has been no such prior public disclosure, then to be timely, a shareholders nomination must be delivered to
or mailed and received at the principal business office of the Company not less than 60 days nor more than 90 days prior to the annual meeting of shareholders; provided, however, that in the event that less than 70 days notice of the date of the
meeting is given to the shareholders or prior public disclosure of the date of the meeting is made, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such
notice of the annual meeting was mailed or such public disclosure was made.
To be considered by the Nominating Committee, shareholder nominations must
be accompanied by: (1) the name, age, business and residence address of the nominee; (2) the principal occupation or employment of the nominee for at least the last ten years and a description of the qualifications of the nominee;
(3) the number of shares of our stock that are beneficially owned by the nominee; (4) any legal proceedings involving the nominee during the previous ten years and (5) any other information relating to the nominee that is required to
be disclosed in solicitations for proxies for election of directors under Regulation 14A of the Exchange Act, together with a written statement from the nominee that he or she is willing to be nominated and desires to serve, if elected. Also,
the shareholder making the nomination should include: (1) his or her name and record address, together with the name and address of any other shareholder known to be supporting the nominee; and (2) the number of shares of our stock that
are beneficially owned by the shareholder making the nomination and by any other supporting shareholders. Nominees for director who are recommended by our shareholders will be evaluated in the same manner as any other nominee for director.
We may require that the proposed nominee furnish us with other information as we may reasonably request to assist us in determining the eligibility of
the proposed nominee to serve as a director. At any meeting of shareholders, the Chairman of the Board may disregard the purported nomination of any person not made in compliance with these procedures.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 11
Communications with our Board
Shareholders and other parties interested in communicating with our Board of Directors may do so by writing to the
Board of Directors, Sykes Enterprises, Incorporated, 400 N. Ashley Drive, Tampa, Florida 33602. Under the process for such communications established by the Board of Directors, the Executive Vice President and General Counsel of the Company reviews
all such correspondence and regularly forwards to all members of the Board a summary of the correspondence. Directors may at any time review a log of all correspondence received by the Company that is addressed to the Board or any member of the
Board and request copies of any such correspondence. Correspondence that, in the opinion of the Executive Vice President and General Counsel,
relates to concerns or complaints regarding accounting, internal accounting controls and auditing matters is summarized and the summary and a copy of the correspondence is forwarded to the
Chairman of the Audit Committee. Additionally, at the direction of the Audit Committee, the Company has established a worldwide toll free hotline administered by an independent third party through which employees may make anonymous submissions
regarding questionable accounting or auditing matters. Reports of any anonymous submissions are sent to the Chairman of the Audit Committee as well as the Executive Vice President and General Counsel of the Company.
Meetings and Committees of the Board
The Board. Each director is expected to devote sufficient time, energy and attention to ensure diligent
performance of his or her duties and to attend all Board, committee and shareholders meetings. The Board met five times during 2013, of which four were regularly scheduled meetings and
one was an unscheduled meeting. All directors attended at least 75% of the meetings of the Board and of the committees on which they served during the fiscal year ended December 31, 2013.
All of the directors attended the 2013 Annual Meeting of Shareholders on May 21, 2013.
12 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
Committees of the Board
The Board has four standing committees to facilitate and assist the Board in the execution of its responsibilities.
The Board may also establish special committees as needed to assist the Board with review and consideration of non-routine matters. The standing committees are the Audit Committee, Finance Committee, the Compensation Committee and the Nominating and
Corporate Governance Committee. All the committees are comprised solely of non-employee,
independent directors. Charters for each committee are available on the Companys website at www.sykes.com by first clicking on Investor Relations and then on
Corporate Governance. The charter of each committee is also available in print to any shareholder who requests it. The table below shows membership for the entire year 2013 for each of the standing Board committees.
|
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|
|
|
|
Non-employee Directors |
|
Audit
Committee |
|
Finance
Committee |
|
Nominating and
Corporate Governance Committee |
|
Compensation Committee |
Paul L. Whiting (Chairman of the Board) |
|
ü |
|
|
|
|
|
|
Lt. General Michael P. DeLong (Ret.)* |
|
|
|
|
|
ü |
|
ü |
Dr. Linda McClintock-Greco |
|
|
|
|
|
ü |
|
|
H. Parks Helms |
|
|
|
|
|
Chair |
|
|
Iain A. Macdonald |
|
ü |
|
ü |
|
|
|
|
James S. MacLeod |
|
ü |
|
ü |
|
|
|
Chair |
William J. Meurer |
|
Chair |
|
ü |
|
|
|
|
James K. Murray |
|
|
|
Chair |
|
|
|
ü |
|
|
|
|
|
Employee Director |
|
|
|
|
|
|
|
|
Charles E. Sykes
No. of Meetings in 2013 |
|
8 |
|
2 |
|
4 |
|
6 |
* |
Gen. DeLong was a member of the Compensation Committee from 5/21/13 to 12/31/13. |
Audit Committee. The Audit Committee serves as an independent and objective party to monitor the
Companys financial reporting process and internal control system. The Committees responsibilities, which are discussed in detail in its charter, include, among other things, the appointment, compensation, and oversight of the work of the
Companys independent auditing firm, as well as reviewing the independence, qualifications, and activities of the auditing firm. The Companys independent auditing firm reports directly to the Committee. All proposed transactions between
the Company and the Companys officers and directors, or an entity in which a Company officer or director has a material interest, are reviewed by the Committee, and the approval of the Committee is required for such transactions. In 2013, the
Audit Committee held eight meetings. The Board has determined that Mr. Meurer is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. The Committee is governed by a written
charter, which is reviewed on an annual basis. Additional information about the Audit Committee is included
under the heading Audit Committee Disclosure later in this proxy statement.
Finance Committee. The principal purpose of the Finance Committee is to assist the Board of Directors in evaluating significant investments and other
financial commitments by the Company. The Committee has the authority to review and make recommendations to the Board with respect to debt and equity limits, equity issuances, repurchases of Company stock or debt, policies relating to the use of
derivatives, and proposed mergers, acquisitions, divestitures or investments by the Company that require approval by the full Board. The Committee also has authority to approve capital expenditures not previously approved by the Board of Directors.
The level of authority applies to capital expenditures in excess of $2 million but less than $5 million. This authority is used, and the Committee convened only, when management recommends a decision prior to the next Board meeting. In 2013,
the Finance Committee held 2 meetings. The Committee is governed by a written charter, which is reviewed on an annual basis.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 13
Nominating and Corporate Governance Committee. The purpose of the Nominating and Corporate Governance
Committee is to: (a) identify individuals qualified to become members of the Board of Directors of the Company and its subsidiaries; (b) recommend to the Board of Directors director nominees for election at the annual meeting of
shareholders or for election by the Board of Directors to fill open seats between annual meetings; (c) recommend to the Board of Directors committee appointments for directors; (d) develop and recommend to the Board of Directors corporate
governance guidelines applicable to the Company; and (e) monitor the Companys compliance with good corporate governance standards. In 2013, the Nominating and Corporate Governance Committee held four meetings. The Committee is governed by
a written charter, which is reviewed on an annual basis.
Compensation Committee. The Compensation Committees responsibilities, which
are discussed in detail in its charter,
include, among other things, the establishment of the base salary, incentive compensation and any other compensation for the Companys President and Chief Executive Officer, and to review
and approve the President and Chief Executive Officers recommendations for the compensation of certain executive officers reporting to him. This Committee also monitors the Companys management incentive cash and equity based bonus
compensation arrangements and other executive officer benefits, and evaluates and recommends the compensation policy for the directors to the full Board for consideration. The Committee also determines compensation and benefits of the Companys
non-employee directors. This Committee is also responsible for providing oversight and direction regarding the Companys employee health and welfare benefit programs. In 2013, the Committee held six meetings. The Committee is governed by a
written charter, which is reviewed on an annual basis.
Compensation Committee Interlocks and
Insider Participation.
None.
14 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
DIRECTOR COMPENSATION
Directors who are executive officers of the Company receive no compensation for service as members of either the Board of Directors or any committees of the Board.
Fifth Amended and Restated 2004 Non-Employee Director Fee Plan
On May 17, 2012, the shareholders approved the Fifth Amended and Restated 2004 Non-Employee Director Fee Plan
(the 2004 Fee Plan) providing that the annual cash and equity retainer compensation amounts payable to directors under the 2004 Fee Plan would be determined by the Board of Directors on an annual basis. The 2004 Fee Plan provides that
all new non-employee directors joining the Board will receive an initial grant of shares of common stock on the date the new director is elected or appointed, the number of which will be determined by dividing $60,000 by the closing price of the
Companys common stock on the trading day immediately preceding the date a new director is elected or appointed, rounded to the nearest whole number of shares. The initial grant of shares vests in twelve equal quarterly installments,
one-twelfth on the date of grant and an additional one-twelfth
on each successive third monthly anniversary of the date of grant. The award lapses with respect to all unvested shares in the event the non-employee director ceases to be a director of the
Company, and any unvested shares are forfeited.
The 2004 Fee Plan also provides that each non-employee director will receive, on the day after the
annual shareholders meeting, an annual retainer for service as a non-employee director (the Annual Retainer). The Annual Retainer consists of shares of the Companys common stock and cash. For 2013, the total value of the Annual
Retainer was $125,000, payable $50,000 in cash and the remainder paid in stock, the amount of which was determined by dividing $75,000 by the closing price of the Companys common stock on the date of the annual meeting of shareholders, rounded
to the nearest whole number of shares.
In addition to the Annual Retainer award, the
2004 Fee Plan also provides for any non-employee Chairman of the Board to receive an additional annual cash award of $100,000, and each non-employee director serving on a committee of the Board to receive an additional annual cash award in the
following amounts:
|
|
|
|
|
Position |
|
Amount |
|
Audit Committee |
|
|
|
|
Chairperson |
|
$ |
20,000 |
|
Member |
|
$ |
10,000 |
|
Compensation Committee |
|
|
|
|
Chairperson |
|
$ |
15,000 |
|
Member |
|
$ |
7,500 |
|
Finance Committee |
|
|
|
|
Chairperson |
|
$ |
12,500 |
|
Member |
|
$ |
7,500 |
|
Nominating and Corporate Governance Committee |
|
|
|
|
Chairperson |
|
$ |
12,500 |
|
Member |
|
$ |
7,500 |
|
The annual grant of shares vests in four equal quarterly installments, one-fourth on the day following the annual
meeting of shareholders, and an additional one-fourth on each successive third monthly anniversary of the date of grant. The annual grant of cash, including all amounts paid to a non-employee Chairman of the Board and all amounts paid to
non-employee directors serving on committees of the Board, vests in four equal quarterly installments, one-fourth on the day following the annual meeting of shareholders, and an additional one-fourth on each successive third monthly
anniversary of the date of grant. The award lapses with respect to all unpaid cash and unvested shares in the event the non-employee director ceases to be a director of the Company, and any
unvested shares and unpaid cash are forfeited. At the Boards regularly scheduled meeting on March 19, 2014, upon the recommendation of the Compensation Committee, the Board determined that its compensation for the next fiscal year
beginning on the date of the 2014 annual shareholder meeting would remain unchanged from 2013 levels. As the 2004 Fee Plan will
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 15
terminate in May, 2014, prior to the Annual Meeting, it is anticipated that such equity grants to non-employee directors will be made under the Companys 2011 Equity Incentive Plan.
The Board may pay additional cash compensation to any non-employee director for services on behalf of the Board over
and above those typically expected of directors, including but not limited to service on a special committee of the Board.
The following table contains information
regarding compensation paid to the non-employee directors during fiscal year ending December 31, 2013, including cash and shares of the Companys common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
Name |
|
Fees Earned or Paid in Cash
($)(1) |
|
|
Stock Awards
($)(2) |
|
|
Option Awards
($) |
|
|
Non-Equity Incentive Plan Compensation
($) |
|
|
Change in Pension
Value and Nonqualified Deferred Compensation Earnings ($) |
|
|
All Other Compensation
($) |
|
|
Total
($) |
|
Mark C. Bozek |
|
|
14,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,375 |
|
Lt. General Michael DeLong (Ret.) |
|
|
61,250 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136,257 |
|
H. Parks Helms |
|
|
62,500 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,507 |
|
Iain A. Macdonald |
|
|
67,500 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,507 |
|
James S. MacLeod |
|
|
82,500 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157,507 |
|
Linda McClintock-Greco, M.D. |
|
|
57,500 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132,507 |
|
William J. Meurer |
|
|
77,500 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152,507 |
|
James K. Murray, Jr. |
|
|
70,000 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145,007 |
|
Paul L. Whiting |
|
|
160,000 |
|
|
|
75,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235,007 |
|
(1) |
Amounts shown include the cash portion of the annual retainers and amounts paid for services on Board committees paid to each non-employee director in 2013.
The fees earned by Mr. Whiting include $100,000 for service as non-employee Chairman of the Board. |
(2) |
The amounts shown in column (c) represent the Annual Retainer amounts paid in shares of the Companys common stock. The amounts are valued
based on the aggregate grant date fair value of the awards in accordance with FASB ASC Topic 718 (formerly FAS 123(R)). See Notes 1 and 26 to the Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2013 filed on February 20, 2014 for a discussion of the relevant assumptions used in calculating the grant date fair value in accordance with FASB ASC Topic 718. |
16 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
This Compensation Discussion and Analysis (this CD&A) is intended to assist our shareholders in
understanding the compensation of our 2013 named executive officers (NEOs) and includes the following individuals:
|
|
|
Name |
|
Title |
Charles E. Sykes |
|
President and Chief Executive Officer (CEO) |
W. Michael Kipphut |
|
Former Executive Vice President and Chief Financial Officer |
Christopher M. Carrington |
|
Executive Vice President of Global Delivery |
Lawrence R. Zingale |
|
Executive Vice President and General Manager of Major Markets |
James T. Holder |
|
Executive Vice President, General Counsel and Corporate Secretary |
Sykes is a complex global business serving sophisticated and demanding clients. Our business and financial strategies require
careful expense management while providing superior customer service and value. This requires experienced executive leadership with sound business judgment, a passion for service excellence, and the ability to understand and implement the
Companys strategic growth plan, including leveraging our proprietary technology and effectively managing our global customer response team.
The
primary and overriding objective of the Compensation Committee of the Board (the Committee) in determining our executive compensation is to align the elements of our executive compensation program with the interests of our shareholders,
with the ultimate goal being to increase and optimize shareholder value. Our executive compensation program aligns our business strategy and talent requirements with our goal of maximizing shareholder value by offering sufficiently competitive fixed
compensation elements (such as base salary) to attract and retain talented executives while simultaneously emphasizing variable, at risk, compensation elements (such as short-term and long-term performance- and time-based incentive
awards) to drive targeted performance and reward results in order to enhance long-term shareholder value.
The following are a few key financial and
operating results, as well as the resulting incentive compensation results for 2013 and the 2011 2013 performance period:
2013
Financial and Compensation Results
|
|
Revenues for 2013 increased 12% year over year to $1.264 billion. On a constant currency basis,* and |
* |
See the Companys Current Report on Form 8-K filed with the SEC on February 18, 2014, for a reconciliation of these Non-GAAP (generally accepted accounting
principles) financial measures to their most directly comparable GAAP financial measures.
|
|
excluding revenue attributable to our acquisition of Alpine Access, Inc. in August of 2012 (which contributed only partially to revenues in 2012), revenues for 2013 increased 5.9% year over year.
Revenue is not a determinate for short-term incentive compensation, but is for long-term incentive compensation. |
|
|
Adjusted Operating Income* for 2013 increased 5.2% year over year to $72.9 million. Short-term incentive compensation for the year 2013 was based solely on
Adjusted Operating Income targets, which were earned at 92.8% of the target award opportunity resulting in a payout of only 82% of the target award opportunity. |
2011 2013 Financial and Compensation Results
|
|
Cumulative revenue for the 2011 2013 performance period was $3.56 billion, which fell below the threshold performance requirement for a payout under the
terms of the award for the 2011 2013 performance period. |
|
|
Cumulative Adjusted Operating Income for the 2011 2013 performance period was $225 million, which fell below the threshold performance requirement for a
payout under the terms of the award for the 2011 2013 performance period. |
|
|
Based on the above revenue and Adjusted Operating Income measures, the performance shares tied to the 2011 2013 performance period were not earned by the
named executive officers (NEOs) and have therefore been cancelled. |
|
|
Many of the time-vested stock appreciation rights (SARs) granted in recent years were in the money at year end. |
The Companys adjustments to its executive compensation program have resulted in a strong linkage between pay and performance. While the Companys
financial performance in 2013 met the Boards short-term performance targets, its long-term performance fell below the Boards more demanding long-term performance targets for the 2011 2013 performance period.
The Company uses Adjusted Operating Income as a performance measure in order to eliminate certain one-time or non-performance related items. The Company defines
Adjusted Operating Income as operating income less:
|
|
depreciation and amortization related to asset write-ups in connection with acquisitions; |
|
|
costs to obtain synergies in connection with acquisitions; |
|
|
transaction costs associated with entity acquisitions and dispositions;
|
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 17
|
|
restructuring and impairment charges related to acquisitions and dispositions referenced above; and |
|
|
any effect (positive or negative) from foreign currency exchange rate fluctuations. |
2014 Compensation Decisions
The Committee approved changes to the Companys executive compensation
long-term incentive program (LTIP) in 2014 and continues to believe that the current executive compensation program creates a strong alignment between pay and performance. Accordingly, after deliberation with the CEO and with the
Committees independent compensation advisor, the Committee recommended to the Board that for 2014 it retain its incentive compensation structure to include short-term (one-year) performance-based cash incentives, and long-term (three-year)
performance-based equity incentives, with payment dependent on achievement of pre-determined revenue and income targets. The Committee also recommended, and the Board approved, the following compensation policies for 2014:
|
|
Because the NEOs did not receive salary increases in 2013, the Committee approved moderate increases (below 5% of the base salary of each of the NEOs during
2014), with the goal of keeping base salaries of the NEOs near the 50th
percentile of base pay of the Companys Compensation Peer Group (as discussed below).
|
|
|
There will be no increases to short-term incentive opportunities. |
|
|
There will be no increases to long-term incentive opportunities, with the goal of retaining a long-term incentive plan that is highly performance-based.
Accordingly, the LTIP for 2014 2016 will consist of the following elements: |
g 20% of the grant consisting of restricted stock with time-based
vesting, which will increase or decrease in value based on changes in the Companys stock price over time;
g 30% of the grant consisting of SARs with time-based vesting,
which are only valuable to our executives if our stock price rises above the value of our stock on the date of grant; and
g 50% of the grant consisting of performance shares, with their
value tied to challenging three-year financial performance targets, 1/3 of which are based on the Companys revenue and 2/3 of which are based on the Companys Adjusted Operating Income.
|
|
As the Companys size and complexity has made achievement of the Boards current maximum performance range thresholds for short-term and long-term
incentive opportunities increasingly more difficult to achieve, the Committee adjusted the maximum performance range thresholds from 150% of target to 120% of target for both its short-term and long-term incentive opportunities in 2014.
|
Compensation Philosophy and Objectives
The Committee believes that the most effective executive compensation program is one that is designed to enhance
shareholder value by attracting and retaining the talent and experience best suited to manage, guide and build our business. This requires fair and competitive base salaries and benefits designed to attract qualified executives, as well as carefully
designed incentive compensation programs to link the interests of the executives to the long-term interests of our shareholders.
In
evaluating and determining the complete compensation packages for the Companys executive officers generally, and the NEOs specifically, the Committee reviews relevant market data provided by its outside independent compensation consultant,
which includes an evaluation of the executive compensation packages paid to similarly situated executives of similarly situated companies. Although the market pay data is only one of many factors considered when making executive compensation
determinations, the Committee generally seeks to position pay opportunities within a range of 80% to 120% of the 50th percentile pay level of similarly
situated executives. However, variations from this objective may occur as dictated by the experience level of the individual executive.
A significant percentage of the target total compensation to our NEOs and other executive officers consists of performance-based incentives which align the interests of our executives with those of our
shareholders. Although there is no pre-established policy for the allocation between either cash and non-cash or short-term and long-term performance-based incentive compensation, in 2013 the Committee continued the basic structure utilized in
recent years, which determined performance-based incentives as a percentage of base salary, which percentage was validated against current market pay data. A significant percentage of the target total direct compensation to our executive officers is
in the form of non-cash, long-term equity incentive awards. A chart showing the relative percentages between base salary and target short-term and long-term incentive compensation of the NEOs for 2013 is included below in the section of this
CD&A entitled Elements of Compensation.
18 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
Roles and Responsibilities in Determining Executive Compensation
The Role of the Compensation Committee. The Committee has been charged with the responsibility for
establishing, implementing and continually monitoring adherence with the Companys compensation philosophy. The Committees goal is to ensure that the form and amount of compensation and benefits paid to our executive team, specifically
including the NEOs, is fair, reasonable and sufficiently competitive to attract and retain high quality executives who can lead the Company to achieve the goals that the Board believes will maximize shareholder value. For executives other than the
CEO, executive compensation matters are first considered by the Committee, which then makes recommendations to the Board. The Board then considers and approves the Committees recommendations or disapproves the Committees recommendations
and instructs the Committee to revise its compensation recommendations. As it relates to the compensation of the Companys CEO, the Committee meets first with the CEO to obtain information regarding performance, objectives and expectations,
discusses the matter with the Board and then makes a final compensation determination. The CEO is not present during voting or any deliberations regarding his compensation.
The Role of the Chief Executive Officer. The Committee meets periodically with the CEO to discuss and review executive compensation. The CEO provides the Committee with the appropriate business context for
executive compensation decisions as well as specific recommendations for each of the executives, including the NEOs. Additionally, the Chairman of the Committee meets periodically with the CEO to discuss the Committees views on the CEOs
compensation and proposals for adjustments to be considered by the Committee.
The Role of Senior Management. The Committee periodically meets
with representatives of our Human Resources, Finance, and Legal departments. These individuals provide the Committee with requested data, information, and advice regarding our executive compensation program, specifically with regard to incentive
plan designs, performance measures and goals, and disclosure. These representatives are not involved in conversations regarding their own compensation.
The Role of Outside Independent Consultants. In accordance with the Committees charter, the Committee has the authority to retain any outside counsel,
consultants or other advisors to the extent deemed necessary and appropriate, including the sole authority to approve the terms of engagement and fees related to services provided. Since 2010, the Committee has utilized Pearl Meyer &
Partners (PM&P) as its independent executive compensation consultant.
During 2013, at the Committees request, PM&P provided the following services:
|
|
Attended all Committee meetings. When appropriate, the Committee has discussions with its consultant without management present to ensure candor and
impartiality; |
|
|
Provided research, market data, survey information and design expertise to assist the Company develop executive and director compensation programs;
|
|
|
Advised the Committee on all principal aspects of executive and director compensation, including the competitiveness of program design and award values; and
|
|
|
Provided specific analyses with respect to the compensation of the Companys executive officers. |
PM&P is directly engaged by, and its activities are dictated by, the Committee. PM&P and its affiliates provide services only to the Committee and are
prohibited from providing services or products of any kind to the Company. PM&P has certified to the Committee that neither it, nor any of the individuals providing services to the Committee on its behalf, have any business or personal
relationship with any of the directors or executive officers of the Company, and has further certified that the compensation it receives for its services to the Committee comprised less than 1% of its total revenue for 2013.
In 2013, the Committee assessed the independence of PM&P and considered whether its work raised any conflicts of interest, taking into consideration the
independence factors set forth in the NASDAQ listing rules. Based on that assessment, the Committee determined that PM&P was independent and that its work did not raise any conflicts of interest.
The Role of Peer Group Data. In making its compensation decisions for 2013, the Committee compared the Companys pay and performance levels against a
peer group of twelve publicly traded companies which the Committee believes compete with the Company in the customer contact management industry for executive talent (the Compensation Peer Group). PM&P and the Committee annually
review the composition of the Compensation Peer Group is to determine whether there are new companies which should be added, or existing companies which should be deleted. For its analysis in 2013, the Committee replaced two companies in the
Compensation Peer Group from those used in 2012 due to the fact that one had been acquired by another entity and one had decreased in relative size to an extent that comparisons to the Company were no longer deemed valid.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 19
The companies included in the Compensation Peer Group and used as the basis for comparison and analysis by the
Committee with respect to 2013 compensation decisions were:
|
|
Alliance Data Systems Corporation
|
|
|
TeleTech Holdings, Inc. |
|
|
ExlService Holdings, Inc. |
As in prior years,
the Compensation Peer Group analysis and data are one of many factors considered by the Committee and the Board in making its final pay determinations. Other important factors include the current and expected performance of the Company, the current
and expected performance of the executive and ensuring that our executive compensation program is internally consistent and equitable.
Executive Compensation Analysis
As in prior years, the Committee requested, reviewed, and discussed an independent analysis of the Companys
executive compensation program provided by PM&P. The analysis included a review of compensation competitiveness, pay and performance alignment, our LTIP design, and an overall risk assessment of the executive compensation program. The following
were the significant findings from this analysis:
|
|
Base salaries were generally positioned at the 50th percentile of our Compensation Peer Group; |
|
|
Target total cash compensation (salary plus target short-term incentive opportunity) was generally positioned at the 50th percentile of our Compensation Peer Group; |
|
|
Long-term incentive grant values were positioned near the 75th percentile of our Compensation Peer Group, but the aggregate equity grant rate (as a percent of shares outstanding) was below
the 25th percentile of our Compensation Peer Group;
|
|
|
Total direct compensation (target total cash compensation plus long-term incentive grant value) was positioned slightly above the 50th percentile of our Compensation Peer Group; |
|
|
Company performance (across a variety of financial and operating metrics) on a 1-year and 3-year basis was generally positioned at the 75th percentile; and |
|
|
The overall program strikes a balance between risks and rewards, and is not believed to encourage executives to take undue risks that could materially harm the
Company. |
The above analysis reflects our executive team in the aggregate. As expected, there is variation by executive (with regard to
pay competitiveness) and by performance measure (with regard to relative performance). This analysis was
completed in August 2012 and was one of many inputs into the Committees decisions with regard to our 2013 executive compensation program.
Results of the 2013 Shareholder Advisory Vote to Approve Compensation of Our NEOs. At our 2013 Annual Meeting of Shareholders, our shareholders had the
opportunity to cast an advisory vote to approve the compensation of our named executive officers as disclosed in our 2013 Proxy Statement. Approximately 82.5% of the votes cast on this proposal voted to approve, on an advisory basis, the 2012
compensation of our named executive officers. The Committee believes that the results of this vote indicate that our shareholders generally support our executive compensation program. The Committee considered that support when making executive
compensation decisions for fiscal 2013. As a result, the Committee recommended that the executive compensation structure for 2013 remain substantially the same, utilizing a combination of base salary, short-term incentive and long-term incentive
compensation, with total compensation being weighted heavily toward equity-based compensation. The Committee did recommend, and the Board approved for 2013, the addition of time-based restricted stock to the mix of long-term compensation and also
increased the grant values and maximum earning potential for equity incentive compensation for the executive officers, including the NEOs. The long-term equity incentive compensation program designs for performance cycles beginning in 2011, 2012 and
2013 are shown below in the tables under the heading Performance-Based, Long-Term Equity Incentive Compensation in this CD&A. The Committee will continue to monitor and consider the outcome of shareholder advisory votes when making
future decisions regarding our executive compensation program.
20 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
Elements of Compensation
The compensation program for our executives includes several direct compensation components. Those components are
base salary, annual cash incentive awards and equity-based incentive awards, which are granted in the form of time-based restricted stock (or restricted stock units), performancebased restricted stock (or restricted stock units), and
time-based SARs. Our executives are also permitted to
participate in our 401(k) plan which is available to all employees, as well as our non-qualified executive deferred compensation plan. The purpose of the deferred compensation plan is to provide
our executives with the ability to take advantage of tax deferred savings which may not be fully available to them under our 401(k) plan.
The relative percentages between base salary,
annual cash incentive targets and long-term, equity-based incentive targets as compared to total target compensation for the NEOs for 2013 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Total Direct Compensation |
|
|
Base Salary |
|
|
Annual Cash Incentive |
|
|
Long-Term Equity Incentive |
|
Charles E. Sykes |
|
|
100% |
|
|
|
20% |
|
|
|
20% |
|
|
|
60% |
|
W. Michael Kipphut |
|
|
100% |
|
|
|
32% |
|
|
|
23% |
|
|
|
45% |
|
Christopher M. Carrington |
|
|
100% |
|
|
|
32% |
|
|
|
23% |
|
|
|
45% |
|
Lawrence R. Zingale |
|
|
100% |
|
|
|
32% |
|
|
|
23% |
|
|
|
45% |
|
James T. Holder |
|
|
100% |
|
|
|
45% |
|
|
|
23% |
|
|
|
32% |
|
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 21
The key elements of our 2013 executive compensation
program were as follows:
|
|
|
|
|
|
|
|
|
Type
of Compensation |
|
Element of Compensation
|
|
Description
|
|
Rationale
|
|
Target Positioning within Compensation Peer
Group |
Base Salary |
|
|
|
Fixed amount of annual cash compensation |
|
Attracts and retains talented, experienced executives |
|
Near market mean (50th percentile) |
Short-Term Incentive Awards |
|
Annual Performance-Based Cash Incentive Award |
|
Variable cash amount based on achievement of Company (and sometimes individual) performance goals Award value based on a percentage of the executives base salary and achievement of Adjusted Operating Income
performance targets Threshold performance paid out at 50% of target, maximum performance paid out at 150% of target |
|
Motivates executives to achieve and exceed annual goals
Attracts talent by offering a compensation opportunity that awards performance Maximizes short-term profitability and drives shareholder value |
|
Long-Term Incentive Awards |
|
Stock Appreciation Rights |
|
Entitles recipient to receive, at the time of exercise, shares with a market value equal to the difference between the exercise price of the SARs (the closing price of the underlying shares on the grant date) and the market price of the
underlying shares on the date of exercise Vest ratably over a three-year period |
|
Value tied to the appreciation of the value of our Common Stock
Balances short-term and long-term decision making |
|
Up to 75th percentile of the market, but balanced with low equity grant rate |
|
Time-Based Restricted Stock (or Stock Unit) Awards |
|
New share-based element of incentive compensation for fiscal 2013 Vest ratably over a three-year period
|
|
Time-based vesting blends a short-term award with long-term
incentive Rewards longevity |
|
|
Performance-Based Restricted Stock (or Stock Unit) Awards |
|
Variable amount of shares paid out to the executive at the end of a three-year performance period Award value based on a percentage of the executives base salary in the year of grant and achievement of revenue
and Adjusted Operating Income performance targets
1/3 of the amount of shares paid out are tied to gross revenue, 2/3 of the shares paid out are tied to Adjusted Operating Income Threshold performance (95% of target performance measures) paid out at 50% of
the target payout, maximum performance (110% of target performance measures) paid out at 200% of target payout |
|
Rewards achievement of long-term performance goals
Balances short-term and long-term decision making Maximizes long-term profitability and drives shareholder value |
|
Base Salary
Base salary is designed to provide each of our NEOs with a fixed amount of annual compensation that is competitive
with the marketplace. Base salaries for the NEOs are determined for each executive based on his or her position and responsibility, and are further informed by using market data provided to the Committee by PM&P. Base salary ranges of our
executives are designed so that salary opportunities for a given position will be approximately between 80% and 120%
of the 50th percentile
pay level of our Compensation Peer Group. During its review of base salaries for executives, the Committee primarily considers:
|
|
the market data provided by PM&P; |
|
|
internal review of the executives compensation, both individually and relative to other officers; and |
|
|
individual performance of the executive.
|
22 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
Salary levels are typically considered annually as part of the Companys performance review process as well as
upon a promotion or other change in job responsibility. Merit-based increases to the base salaries of our executive leadership team, other than the President and CEO, are based on the Committees assessment of the individuals performance,
with input from the President and CEO. Merit increases for the President and CEO are determined by the Committee based upon the Committees assessment of performance, with input from the Board, and after consultation with PM&P. Based upon a
combination of all the foregoing factors, the Committee made no salary adjustments for the NEOs in 2013.
Performance-Based Annual Cash
Incentive Compensation
The annual cash incentive component of the total direct compensation paid to our executive leadership team is designed
to:
|
|
Reward achievement of pre-determined annual corporate (and sometimes individual) performance goals; |
|
|
Reward current performance by basing payment on the achievement of quantifiable performance measures that reflect contributions to the success of our business;
and |
|
|
Encourage actions by the executives that contribute directly to our operating and financial results. |
In fiscal year 2013, the annual cash incentive opportunity for the President and CEO and all other executive officers was determined based solely upon the
achievement of pre-determined corporate financial goals.
At the beginning of the year, the Committee sets minimum, target and maximum levels for the
portion of the cash incentive component of total direct compensation that is determined by reference to corporate financial performance. Threshold performance represents the minimum performance that still warrants incentive recognition for that
particular goal
and maximum performance represents the highest level likely to be attained. No annual performance-based cash incentive compensation determined by reference to corporate financial performance is
paid to any executive of the Company if our financial results do not exceed the threshold determined for that year.
At the beginning of each year, the
Committee also sets the award percentage tied to salary for the President and CEO and recommends an award percentage for each of the other members of the executive leadership team that they will receive if the performance goals are met. The
Committees goal in setting target award levels is to create a compensation program such that the potential incentive awards, when combined with each officers base salary, will provide a fully competitive total cash compensation
opportunity, with the portion of compensation at risk (i.e., the target award level) being reflective of the level of that officers accountability for contributing to the Companys bottom line financial results, and the degree
of influence that officer has over results. In setting these percentages, the Committee considers these factors as well as data from the market assessment provided by PM&P.
For 2013, the Committee met with management and reviewed the Companys operating plan for 2013 to establish the target financial goals of the Company on which the annual performance-based cash incentive
compensation awards would be based. The performance measure selected for the 2013 short-term incentive plan was Adjusted Operating Income.
The Committee
believes that Adjusted Operating Income, as defined, is an effective and appropriate measure of the Companys operating performance on an annual basis to use in its evaluation of executive compensation. The performance target for 2013 was
Adjusted Operating Income of $77.1 million. The Companys actual Adjusted Operating Income for 2013 was $71.571 million. This performance result yielded a short-term incentive payout equal to 82% of the targeted payout for each participant.
The Companys 2013 annual incentive plan
compensation is summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
|
Base Salary |
|
|
Threshold Award Percentage* |
|
|
Target Award Percentage* |
|
|
Maximum Award Percentage* |
|
|
Target Annual Incentive Award |
|
|
2013 Annual Cash Incentive Award |
|
|
2013 Award Percentage* |
|
Charles E. Sykes |
|
$ |
624,999 |
|
|
|
50% |
|
|
|
100% |
|
|
|
150% |
|
|
$ |
624,999 |
|
|
$ |
512,499 |
|
|
|
82% |
|
W. Michael Kipphut |
|
$ |
424,299 |
|
|
|
35% |
|
|
|
70% |
|
|
|
105% |
|
|
$ |
297,009 |
|
|
$ |
243,548 |
|
|
|
57% |
|
Christopher M. Carrington |
|
$ |
425,006 |
|
|
|
35% |
|
|
|
70% |
|
|
|
105% |
|
|
$ |
297,504 |
|
|
$ |
304,645 |
|
|
|
57% |
|
Lawrence R. Zingale |
|
$ |
400,005 |
|
|
|
35% |
|
|
|
70% |
|
|
|
105% |
|
|
$ |
280,004 |
|
|
$ |
261,243 |
|
|
|
57% |
|
James T. Holder |
|
$ |
306,342 |
|
|
|
25% |
|
|
|
50% |
|
|
|
75% |
|
|
$ |
153,171 |
|
|
$ |
125,600 |
|
|
|
41% |
|
* |
As a percentage of the respective NEOs base salary. |
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 23
Discretionary Bonuses
The Committee believes that discretionary bonuses should be a rare occurrence because such bonuses do not support our philosophy of aligning the long-term interests of our executive officers with those of our
shareholders. Consistent with its past practices, the Committee did not award any discretionary bonuses to any of the NEOs for 2013 performance.
Performance-Based, Long-Term Equity Incentive Compensation
The performance-based, long-term equity incentive compensation component of total direct compensation for our executive officers is designed to encourage them to focus on long-term Company performance and provides
an opportunity for executive officers and certain designated key employees to increase their ownership stake in the Company. The Committee utilizes a combination of time-based restricted stock (or restricted stock units for executives and key
employees in foreign countries who would incur unfavorable tax consequences due to local tax laws if they were to receive restricted stock), performance-based restricted stock (or restricted stock units) and time-based SARs. The Committee believes
these components of performance-based, long-term equity incentive compensation directly align the interests of the Companys executive officers with the interests of its shareholders by requiring achievement of both long-term operating results
that are the drivers of long-term value creation and actual increases in the Companys stock price. For 2013, the grant mix for the NEOs was as follows:
The performance-based restricted stock award is earned based on cumulative performance over a 3-year performance
period. The time-based restricted stock award and SARs vest ratably over a 3-year period (i.e., 1/3 of the award vests at the end of the first year of the period, 1/3 vests at the end of the
second year of the period and 1/3 vests at the end of the third year of the period).
The Committees goal in setting target long-term equity
incentive award levels is to create a complete compensation program, such that the potential annual cash and long-term equity incentive awards, when combined with each officers base salary, will provide a fully competitive total compensation
opportunity, with a significant portion of at risk compensation. In setting award percentages (which are tied to salary), the Committee considers the level of each executive officers accountability for contributing to bottom line
financial results, and the degree of influence that executive officer has over results, as well as data from the market assessment provided by PM&P.
With respect to the performance-based restricted stock, the Committee meets with management each year to review the proposed operating plan for the upcoming year,
and in conjunction with the Boards approval of its operating plan, together with growth goals for the succeeding two years, sets the financial targets for the next three-year performance cycle. The Committee first utilized this method for
determining long- term incentive compensation on a three-year performance cycle for the performance cycle beginning January 1, 2005 and has continued utilizing this method for the three-year performance period beginning in 2013. The
performance-based restricted stock awards are paid out at 50% of target payout for attaining 95% of the target performance measure (the threshold performance goal) and at 200% of the target payout for attaining 110% of target performance measure
(the maximum performance goal), with straight-line interpolation between threshold and target and between target and maximum. Below is a discussion of the specific design elements of each performance-based restricted stock grant that was either
awarded in or has a payout potential in the years covered by this Proxy Statement. The amount each NEO received as performance-based, long-term equity incentive compensation for each of the three-year measurement periods beginning in 2011, 2012 and
2013 is reported in the Stock Awards column of the Summary Compensation Table on page 31 of this Proxy Statement.
24 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
2013 - 2015 Performance Cycle
The Committee set the 2013 - 2015 performance cycle LTIP awards as a percentage of the base salary of each NEO as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
|
Performance Stock
Award Percentage Threshold |
|
|
Performance Stock
Award Percentage Target |
|
|
Performance Stock
Award Percentage Maximum |
|
|
Restricted Stock Award Percentage |
|
|
SAR Award Percentage |
|
Charles E. Sykes |
|
|
100% |
|
|
|
200% |
|
|
|
400% |
|
|
|
80% |
|
|
|
120% |
|
W. Michael Kipphut |
|
|
50% |
|
|
|
100% |
|
|
|
200% |
|
|
|
40% |
|
|
|
60% |
|
Christopher M. Carrington |
|
|
50% |
|
|
|
100% |
|
|
|
200% |
|
|
|
40% |
|
|
|
60% |
|
Lawrence R. Zingale |
|
|
50% |
|
|
|
100% |
|
|
|
200% |
|
|
|
40% |
|
|
|
60% |
|
James T. Holder |
|
|
25.5% |
|
|
|
50% |
|
|
|
100% |
|
|
|
20% |
|
|
|
30% |
|
The performance stock awards will be paid to our NEOs following completion of fiscal 2015, if earned. The shares of restricted
stock and SARs were granted in fiscal 2013, and will have value based on the value of the shares of the Companys common stock over the three-year vesting period for the restricted stock and SARs.
The three-year, cumulative performance measures that will be used by the Committee for calculating award values for performance stock awards granted for the
2013 - 2015 performance period are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Measure |
|
Weighting |
|
|
Threshold Performance |
|
|
Target Performance |
|
|
Maximum Performance |
|
Adjusted Operating Income |
|
|
2/3 |
|
|
$ |
230,904,863 |
|
|
$ |
243,057,750 |
|
|
$ |
267,363,525 |
|
Revenue |
|
|
1/3 |
|
|
$ |
3,666,644,107 |
|
|
$ |
3,859,625,375 |
|
|
$ |
4,245,587,913 |
|
The 2013 - 2015 performance cycle LTIP target award values for the performance stock awards, which will be paid to our
NEOs following completion of fiscal 2015, if earned, and the number and value of shares of restricted stock and the number of shares underlying SARs awarded are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
|
Performance Stock
Value at Target |
|
|
Number of
Shares of
Performance Stock Awarded
at Target |
|
|
Restricted Stock Value(1) |
|
|
Number of Shares of Restricted Stock Awarded |
|
|
Number
of Shares Underlying SARs(2) |
|
Charles E. Sykes |
|
$ |
1,250,000 |
|
|
|
81,967 |
|
|
$ |
500,000 |
|
|
|
32,787 |
|
|
|
123,355 |
|
W. Michael Kipphut(3) |
|
$ |
424,297 |
|
|
|
27,823 |
|
|
$ |
169,719 |
|
|
|
11,129 |
|
|
|
41,871 |
|
Christopher M. Carrington |
|
$ |
425,000 |
|
|
|
27,869 |
|
|
$ |
170,000 |
|
|
|
11,148 |
|
|
|
41,941 |
|
Lawrence R. Zingale |
|
$ |
400,000 |
|
|
|
26,230 |
|
|
$ |
160,000 |
|
|
|
10,492 |
|
|
|
39,474 |
|
James T. Holder |
|
$ |
153,174 |
|
|
|
10,044 |
|
|
$ |
61,269 |
|
|
|
4,018 |
|
|
|
15,116 |
|
(1) |
The value of the restricted stock award is calculated by multiplying the market price of the Companys common stock on the grant date by the number of
shares awarded to the NEO. The grant date value of the restricted stock granted to our NEOs is included in the amount set forth under Stock Awards on the Summary Compensation Table later in this proxy statement. The
restricted stock award vests ratably over a three-year period, with 1/3 of the award vesting after fiscal 2013, 1/3 of the award vesting after fiscal 2014 and 1/3 of the award vesting after fiscal 2015. |
(2) |
The SARs vest ratably over a three-year period, with 1/3 of the award vesting after fiscal 2013, 1/3 of the award vesting after fiscal 2014, and 1/3 of the
award vesting after fiscal 2015. Upon exercise, the NEO is entitled to a payout equal to the value of the SARs in shares of the Companys common stock. The SARs were granted on March 26, 2013 with an exercise price of $15.25. The actual grant
date value of the SARs granted to our NEOs is set forth under Option Awards on the Summary Compensation Table later in this proxy statement. The actual number of shares underlying the SARs cannot be determined until such time
as the SARs vest and are exercised and the spread between the fair value on the date of exercise and the base price is known. |
(3) |
Due to Mr. Kipphuts retirement in April of 2014, Mr. Kipphut will not receive a payout of performance stock for the 2013 - 2015
performance period and will forfeit a portion of the restricted stock award and SARs. |
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 25
2012 - 2014
Performance Cycle
The Committee set the 2012 - 2014 performance cycle LTIP awards as a percentage of the base salary of each NEO as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
|
Performance Stock
Award Percentage Threshold |
|
|
Performance Stock
Award Percentage Target |
|
|
Performance Stock
Award Percentage Maximum |
|
|
SAR Award Percentage |
|
Charles E. Sykes |
|
|
100% |
|
|
|
200% |
|
|
|
300% |
|
|
|
100% |
|
W. Michael Kipphut |
|
|
47% |
|
|
|
93% |
|
|
|
140% |
|
|
|
47% |
|
Christopher M. Carrington(3) |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Lawrence R. Zingale |
|
|
47% |
|
|
|
93% |
|
|
|
140% |
|
|
|
47% |
|
James T. Holder |
|
|
23% |
|
|
|
47% |
|
|
|
70% |
|
|
|
23% |
|
The performace stock awards will be paid to our NEOs following completion of fiscal 2014, if earned. The SARs were granted in fiscal
2012, and will have value based on the value of the shares of the Companys common stock over the three-year vesting period for the SARs.
The
three-year, cumulative performance measures that will be used by the Committee for calculating award values for performance stock awards granted for the 2012 - 2014 performance period are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Measure |
|
Weighting |
|
|
Threshold Performance |
|
|
Target Performance |
|
|
Maximum Performance |
|
Adjusted Operating Income |
|
|
2/3 |
|
|
$ |
265,714,151 |
|
|
$ |
279,699,106 |
|
|
$ |
307,669,017 |
|
Revenue |
|
|
1/3 |
|
|
$ |
3,536,384,491 |
|
|
$ |
3,722,509,991 |
|
|
$ |
4,094,760,990 |
|
The 2012 - 2014 performance cycle LTIP target award values for the performance stock awards, which will be paid to our
NEOs following completion of fiscal 2014, if earned, and the number of shares underlying SARs are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
|
Total Award Value at Target |
|
|
Performance Stock
Value at Target |
|
|
Number of Shares of Performance Stock Awarded at Target |
|
|
Number of Shares Underlying
SARs(1) |
|
Charles E. Sykes |
|
$ |
1,875,000 |
|
|
$ |
1,250,000 |
|
|
|
82,183 |
|
|
|
104,690 |
|
W. Michael Kipphut(2) |
|
$ |
594,017 |
|
|
$ |
395,997 |
|
|
|
26,035 |
|
|
|
33,169 |
|
Christopher M. Carrington(3) |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Lawrence R. Zingale |
|
$ |
514,268 |
|
|
$ |
342,833 |
|
|
|
22,540 |
|
|
|
28,716 |
|
James T. Holder |
|
$ |
214,443 |
|
|
$ |
142,972 |
|
|
|
9,400 |
|
|
|
11,972 |
|
(1) |
The SARs vest ratably over a three-year period, with 1/3 of the award vesting after fiscal 2012, 1/3 of the award vesting after fiscal 2013, and 1/3 of the
award vesting after fiscal 2014. Upon exercise, the NEO is entitled to a payout equal to the value of the SARs in shares of the Companys common stock. The SARs were granted on March 21, 2012 with an exercise price of $15.21. The actual grant
date value of the SARs granted to our NEOs is set forth under Option Awards on the Summary Compensation Table later in this proxy statement. The actual number of shares underlying the SARs cannot be determined until such time
as the SARs vest and are exercised and the spread between the fair value on the date of exercise and the base price is known. |
(2) |
Due to Mr. Kipphuts retirement in April of 2014, Mr. Kipphut will not receive a payout of performance stock for the 2012 - 2014
performance period and will forfeit a portion of the restricted stock award and SARs. |
(3) |
Mr. Carrington was not employed by the Company on the grant date and is therefore
not participating in this performance cycle of incentive compensation. |
26 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
2011 - 2013 Performance Cycle
In 2011, the Committee set the 2011 - 2013 performance cycle LTIP awards as a percentage of the base salary of each NEO as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
|
Performance Stock
Award Percentage Threshold |
|
|
Performance Stock
Award Percentage Target |
|
|
Performance Stock
Award Percentage Maximum |
|
|
SAR Award Percentage |
|
Charles E. Sykes |
|
|
100% |
|
|
|
200% |
|
|
|
300% |
|
|
|
100% |
|
W. Michael Kipphut |
|
|
47% |
|
|
|
93% |
|
|
|
140% |
|
|
|
47% |
|
Christopher M. Carrington(1) |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Lawrence R. Zingale |
|
|
47% |
|
|
|
93% |
|
|
|
140% |
|
|
|
47% |
|
James T. Holder |
|
|
23% |
|
|
|
47% |
|
|
|
70% |
|
|
|
23% |
|
The three-year, cumulative performance measures that were used by the Committee for calculating award values for performance stock
awards granted for the 2011 - 2013 performance period were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Measure |
|
Weighting |
|
|
Threshold Performance |
|
|
Target Performance |
|
|
Maximum Performance |
|
|
Actual Performance |
|
Adjusted Operating Income |
|
|
2/3 |
|
|
$ |
270,982,862 |
|
|
$ |
277,334,707 |
|
|
$ |
293,649,021 |
|
|
$ |
224,572,000 |
|
Revenue |
|
|
1/3 |
|
|
$ |
3,761,735,793 |
|
|
$ |
3,835,500,930 |
|
|
$ |
4,024,136,575 |
|
|
$ |
3,560,000,000 |
|
Because the Companys cumulative Adjusted Operating Income and revenue during the 2011 - 2013 performance period did
not meet their respective performance thresholds for a payout of performance stock, no payouts were made in 2013:
|
|
|
|
|
|
|
|
|
Named Executive Officer |
|
Performance Stock
Award Value at Target |
|
|
Performance Stock Award Value |
|
Charles E. Sykes |
|
$ |
1,250,000 |
|
|
$ |
0 |
|
W. Michael Kipphut |
|
$ |
395,997 |
|
|
$ |
0 |
|
Christopher M. Carrington(1) |
|
|
N/A |
|
|
|
N/A |
|
Lawrence R. Zingale |
|
$ |
342,833 |
|
|
$ |
0 |
|
James T. Holder |
|
$ |
142,972 |
|
|
$ |
0 |
|
(1) |
Mr. Carrington was not employed with the Company on the grant date and therefore
did not participate in this performance cycle of incentive compensation. |
The Outstanding Equity Awards At Fiscal Year-End table
later in this proxy statement shows the number of shares underlying outstanding SARs granted in 2011 held by each NEO, which have an exercise price of $18.67, based on the market price of the Companys common stock on the grant date.
Executive Deferred Compensation
Participation in the Companys executive Deferred Compensation Plan (the Deferred Compensation Plan) is limited to employees at the Director level and above within the Companys organizational
structure (in ascending order, Directors, Senior Directors, Executive Directors, Vice Presidents, Senior Vice Presidents, Executive Vice Presidents and the President). Participants in the Deferred Compensation Plan may elect to defer any amount of
base compensation and bonus. The Company matches a portion of amounts deferred by participants at the level of Vice President and above on a quarterly basis as follows: 50% match on salary deferred, up to a total match of $12,000 per year for Senior
Vice Presidents and above and $7,500 per year for Vice Presidents. No match is made on deferrals by other participants. The matching contributions made to the Deferred Compensation Plan by the Company are made in the form of Company common stock.
Compensation deferred by a participant while participating in the Deferred Compensation Plan is deferred until such
participants retirement, termination, disability or death, or a change in control of the Company, as defined in the Deferred Compensation Plan, and in such event is paid out to the participant or his beneficiary. Under current tax law, a
participant does not recognize income with respect to deferred compensation until it is paid to him or her. Upon payment, the participant will recognize ordinary income in an amount equal to the sum of the cash and the fair market value of the
shares of stock received, and the Company will be entitled to a deduction equal to the income recognized by the participant.
Distributions of a
participants deferred compensation and Company common stock contributed as matching contributions are made as soon as administratively feasible six months after retirement or termination of employment, unless the participant dies or becomes
disabled while still an employee, in which case both distributions are made on the first day of the second month following the death or disability.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 27
A participant in the Deferred Compensation Plan forfeits any undistributed matching contributions if the participant
is terminated for cause as defined in the Deferred Compensation Plan or the participant enters into a business or employment which the Companys CEO determines to be in violation of any non-compete agreement between the participant
and the Company. In addition, participants that terminate their employment (for reasons other than death, disability or retirement) less than seven years after the date they begin making contributions to the Deferred Compensation
Plan risk forfeiture of all or a portion of the Companys matching contributions and earnings, as outlined below:
|
|
|
Years of Participation in the
Deferred Compensation Plan
Prior to Termination |
|
Effect of Termination on
Matching Contribution
and Earnings |
Less than 3 |
|
Forfeited |
More than 3, but less than 5 |
|
Forfeits 67% |
More than 5, but less than 7 |
|
Forfeits 33% |
More than 7 |
|
Retains 100% |
In the event of a distribution of benefits as a result of a change in control, the Company will increase the benefits for Senior
Vice Presidents, Executive Vice Presidents and the President by an amount sufficient to offset the income tax obligations created by the distribution of benefits.
Other Elements of the Compensation Program
Stock Ownership Guidelines
The Board has adopted stock ownership guidelines for the NEOs and other members of the senior management team, which vary by position from 150% to 400% of base salary. These guidelines, which allow the executives
five (5) years beginning on August 1, 2013 to acquire the required amount of stock, were originally adopted in 2006 and updated in 2013. The Committee reviews the stock ownership of the Companys executive officers on an annual basis
to ensure that the executive officers are aware of where each stands in relation to the established guidelines. For purposes of the guidelines, stock ownership includes fully vested stock options, directly held common stock and fully vested matching
shares under the Companys executive Deferred Compensation Plan. There are no additional stock holding period requirements for shares acquired upon exercise of SARs or upon the vesting of performance-based restricted stock.
Clawback and Anti-Hedging Policies
The Board
has not yet adopted specific clawback and anti-hedging policies beyond the requirements already created by various provisions of Sarbanes-Oxley. However, the Board intends to adopt fully compliant clawback and anti-hedging policies as soon as
practical following the issuance of final rules and regulations by the SEC in enacting the requirements of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act.
Change-in-Control Provisions
We have change-in-control provisions in the employment agreements
with Messrs. Sykes, Kipphut, Carrington and Zingale, as well as in all of the equity incentive agreements with all of our executives and key employees. The
change-in-
control provision in the employment agreement with Mr. Sykes is a modified double-trigger arrangement which permits him to terminate his agreement for Good Reason,
the definition of which includes a change-in-control. The change-in-control provisions in the four other employment agreements are double-trigger arrangements, meaning that payments are only made if there is a change-in-control of the
Company and the executive officers employment is terminated without cause, or the executive officer terminates employment for good reason, as such terms are defined in their respective employment agreements. All of our employment agreements
with the NEOs, and the other executive officers, contain severance agreements ranging from one to three years of compensation and benefits in the event of termination by the Company other than for cause. These agreements are discussed in greater
detail beginning on page 40 under the heading Employment Agreements. We believe that providing these agreements helps increase our ability to attract, retain and motivate highly qualified management personnel and encourage their
continued dedication without distraction from concerns over job security relating, among other things, to a change-in-control of the Company.
Perquisites and Other Personal Benefits
The
Company provides its NEOs with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior
employees for key positions. These amounts represent mainly Company matches to the Deferred Compensation Plan, excess group term life insurance premiums and additional compensation paid to the NEOs related to the cost of executive physicals and
other health and welfare benefits. The NEOs are also permitted to fly in business class when traveling overseas
28 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
on business and are permitted to attend sporting events utilizing Company paid tickets that are not otherwise utilized in connection with business development. The Committee
periodically reviews the levels of perquisites and other personal benefits provided to NEOs.
Mitigating Compensation Risks
Although the responsibility for oversight of enterprise risk management lies with the full Board, the Committee
annually reviews and conducts an assessment of the risks associated with the Companys compensation policies and practices. Based on its assessment conducted in 2013, the Committee determined that the Companys compensation policies and
practices are not reasonably likely to have a material adverse effect on the Company. In reaching that conclusion, the Committee evaluated each of the following key elements of the Companys compensation plans and practices for its executive
officers:
|
|
Performance and pay horizons are appropriate and not overweight in short-term incentives; |
|
|
The relationship between the incremental achievement levels and corresponding payouts in the Companys incentive plans are appropriate and have caps on
payouts; |
|
|
The incentive plans employ a reasonable mix of performance metrics and are not concentrated on a single metric; |
|
|
Criteria for payments are closely aligned with our strategic goals and shareholder interests; |
|
|
Payout curves are reasonable and do not contain steep cliffs that might encourage unreasonable short-term business decisions to achieve payment
thresholds; and |
|
|
Equity compensation plans for executive officers consist of a balanced mix of performance-based restricted stock awards, time-based SARs, and time-based
restricted stock awards. |
Tax and Accounting Implications
Deductibility of Executive Compensation. As part of its role, the Committee reviews and considers the
deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 per year that is paid to certain individuals. The Company believes
that compensation paid under its management incentive plans is generally fully deductible for federal income tax purposes. However, in certain situations, the Committee may approve compensation that will not meet the requirements of
Section 162(m) in order to ensure competitive levels of total compensation for its executive officers.
Nonqualified Deferred Compensation. On October 22, 2004, the American Jobs Creation Act of 2004
(the Jobs Creation Act) was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. The Company believes its agreements containing deferred compensation components comply with the final
regulations issued in connection with the Jobs Creation Act. A more detailed discussion of the Companys nonqualified deferred compensation arrangements is provided on page 35 under the heading Nonqualified Deferred Compensation.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 29
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
|
|
|
|
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and
discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
THE COMPENSATION COMMITTEE
James S. MacLeod, Chairman
James K. Murray, Jr.
Lt. Gen. Michael DeLong (Ret.)
30 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
Summary Compensation Table
The table below summarizes the total compensation paid to,
or earned by, each of the named executive officers for the fiscal years ending December 31, 2013, December 31, 2012 and December 31, 2011. The Company has entered into employment agreements with each of the named executive
officers which are summarized under the section entitled Employment Agreements below. When setting the total compensation for each of the named executive officers, the Committee considers all of the executives current compensation,
including equity and non-equity based compensation.
The named executive officers did not receive payments which would be characterized as
Bonus payments for the fiscal years ended December 31, 2013, December 31, 2012 or December 31, 2011. Amounts listed under column (g), Non-Equity Incentive Plan Compensation were paid in accordance with
parameters determined by the Committee on March 19, 2013, March 6, 2012 and March 7, 2011, respectively, and were paid in March 2014, March 2013 and March 2012, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(i) |
|
|
(j) |
|
Name and Principal Position |
|
Year |
|
|
Salary
($)(1) |
|
|
Bonus
($) |
|
|
Stock Awards ($)(2) |
|
|
Option Awards
($)(2) |
|
|
Non-Equity Incentive Plan Compensation
($)(3) |
|
|
Change in Pension
Value and Nonqualified Deferred Compensation Earnings ($) |
|
|
All
Other Compensation ($)(4) |
|
|
Total
($) |
|
Charles E. Sykes |
|
|
2013 |
|
|
|
624,998 |
|
|
|
|
|
|
|
1,749,999 |
|
|
|
749,998 |
|
|
|
512,499 |
|
|
|
|
|
|
|
30,021 |
|
|
|
3,667,515 |
|
President and Chief |
|
|
2012 |
|
|
|
624,998 |
|
|
|
|
|
|
|
1,250,627 |
|
|
|
624,999 |
|
|
|
546,874 |
|
|
|
|
|
|
|
32,019 |
|
|
|
3,079,517 |
|
Executive Officer |
|
|
2011 |
|
|
|
609,058 |
|
|
|
|
|
|
|
1,250,610 |
|
|
|
624,999 |
|
|
|
502,473 |
|
|
|
|
|
|
|
31,944 |
|
|
|
3,019,084 |
|
W. Michael Kipphut |
|
|
2013 |
|
|
|
424,299 |
|
|
|
|
|
|
|
594,018 |
|
|
|
254,576 |
|
|
|
243,548 |
|
|
|
|
|
|
|
40,217 |
|
|
|
1,556,658 |
|
Executive Vice President |
|
|
2012 |
|
|
|
422,379 |
|
|
|
|
|
|
|
396,190 |
|
|
|
198,019 |
|
|
|
258,707 |
|
|
|
|
|
|
|
36,439 |
|
|
|
1,311,734 |
|
& Chief Financial Officer |
|
|
2011 |
|
|
|
413,210 |
|
|
|
|
|
|
|
388,429 |
|
|
|
194,135 |
|
|
|
238,629 |
|
|
|
|
|
|
|
36,759 |
|
|
|
1,271,162 |
|
Christopher M. Carrington(5) |
|
|
2013 |
|
|
|
425,006 |
|
|
|
|
|
|
|
595,009 |
|
|
|
255,001 |
|
|
|
304,645 |
|
|
|
|
|
|
|
4,712 |
|
|
|
1,584,373 |
|
Executive Vice President of Global Delivery |
|
|
2012 2011 |
|
|
|
137,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401,711
|
|
|
|
|
|
|
|
2,157
|
|
|
|
540,915
|
|
Lawrence R. Zingale |
|
|
2013 |
|
|
|
400,005 |
|
|
|
|
|
|
|
560,011 |
|
|
|
240,002 |
|
|
|
261,243 |
|
|
|
|
|
|
|
27,675 |
|
|
|
1,488,935 |
|
Executive Vice President, |
|
|
2012 |
|
|
|
374,088 |
|
|
|
|
|
|
|
343,001 |
|
|
|
171,435 |
|
|
|
216,036 |
|
|
|
|
|
|
|
26,462 |
|
|
|
1,131,022 |
|
General Manager Major Markets |
|
|
2011 |
|
|
|
352,701 |
|
|
|
|
|
|
|
336,284 |
|
|
|
168,071 |
|
|
|
203,685 |
|
|
|
|
|
|
|
25,980 |
|
|
|
1,086,721 |
|
James T. Holder |
|
|
2013 |
|
|
|
306,342 |
|
|
|
|
|
|
|
214,446 |
|
|
|
91,905 |
|
|
|
125,600 |
|
|
|
|
|
|
|
24,721 |
|
|
|
763,014 |
|
Executive Vice President, |
|
|
2012 |
|
|
|
304,955 |
|
|
|
|
|
|
|
143,050 |
|
|
|
71,473 |
|
|
|
133,418 |
|
|
|
|
|
|
|
24,077 |
|
|
|
676,973 |
|
General Counsel and |
|
|
2011 |
|
|
|
294,101 |
|
|
|
|
|
|
|
140,249 |
|
|
|
70,070 |
|
|
|
121,317 |
|
|
|
|
|
|
|
23,852 |
|
|
|
649,588 |
|
Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The amounts shown in column (c) include amounts resulting from a 27th pay period that fell into 2011. |
(2) |
The amounts shown in column (e) and (f) represent awards pursuant to long
term incentive bonus programs (restricted stock and stock appreciation rights, respectively) established by the Compensation Committee. The amounts are valued based on the aggregate grant date fair value of the awards in accordance with FASB
ASC Topic 718, Compensation Stock Compensation (formerly FAS 123(R)). See Notes 1 and 26 to the Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2013
filed on February 20, 2014 for a discussion of the relevant assumptions used in calculating the grant date fair value in accordance with FASB ASC Topic 718. |
(3) |
The amounts in column (g) reflect the cash awards to the named individuals
pursuant to annual performance based incentive programs established by the Committee and discussed in more detail on page 35 under the heading Performance Based Annual Cash Incentive Compensation. |
(4) |
The amounts shown in column (i) reflect for each named executive officer:
|
|
|
matching contributions allocated by the Company to each of the named executive officers pursuant to the Executive Deferred Compensation Plan described in more detail on
page 35 under the heading Nonqualified Deferred Compensation; |
|
|
reimbursement for premiums attributable to increased coverage for vision, dental and group medical insurance benefits; |
|
|
the cost of premiums for term life and disability insurance benefits; and |
|
|
the Companys matching contribution to the Sykes Enterprises, Incorporated Employees 401(k) Savings Plan and Trust. |
(5) |
Mr. Carrington was not employed by the Company until September 13, 2012.
|
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 31
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
|
|
|
|
Grants of Plan-Based Awards
The following table provides information about equity and
non-equity awards granted to the named executives in 2013, including (i) the grant date, (ii) the estimated future payouts under the non-equity incentive plan awards, (iii) the estimated future payouts under equity incentive plan
awards, which consist of shares of restricted stock, (iv) all other stock awards which consist of shares of the Companys stock contributed as matching contributions under the Executive Deferred Compensation Plan, (v) all other option
awards, which consist of Stock Appreciation Rights and the base price of those Stock Appreciation Rights, and (vi) the fair value of the equity awards on the date of grant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Grant Date |
|
|
Estimated Future
Payouts Under Non-Equity Incentive Plan
Awards(1) |
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
|
|
(i)
All Other Stock Awards: Number of Shares of Stock or Units
(#)(3) |
|
|
(j)
All Other Option Awards: Number of Securities Underlying Options (#)(4) |
|
|
(k)
Exercise or Base Price of Option Awards ($/sh) |
|
|
(l)
Grant Date Fair Value of Stock and Option Awards ($) |
|
(a) Name |
|
|
(c) Threshold ($) |
|
|
(d) Target ($) |
|
|
(e) Maximum ($) |
|
|
(f) Threshold (#) |
|
|
(g) Target (#) |
|
|
(h) Maximum (#) |
|
|
|
|
|
Charles E. Sykes |
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,984 |
|
|
|
81,967 |
|
|
|
163,934 |
|
|
|
|
|
|
|
|
|
|
|
15.25 |
|
|
|
1,249,997 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,787 |
|
|
|
|
|
|
|
15.25 |
|
|
|
500,002 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
123,355 |
|
|
|
15.25 |
|
|
|
749,998 |
|
|
|
3/26 |
|
|
|
312,500 |
|
|
|
625,000 |
|
|
|
937,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
751 |
|
|
|
|
|
|
|
15.96 |
|
|
|
11,986 |
|
W. Michael Kipphut |
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,912 |
|
|
|
27,823 |
|
|
|
55,646 |
|
|
|
|
|
|
|
|
|
|
|
15.25 |
|
|
|
424,301 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,129 |
|
|
|
|
|
|
|
15.25 |
|
|
|
169,717 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,871 |
|
|
|
15.25 |
|
|
|
254,576 |
|
|
|
3/26 |
|
|
|
148,504 |
|
|
|
297,008 |
|
|
|
445,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
538 |
|
|
|
|
|
|
|
15.96 |
|
|
|
8,586 |
|
|
|
6/30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186 |
|
|
|
|
|
|
|
15.76 |
|
|
|
2,931 |
|
|
|
9/30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
|
|
|
|
17.89 |
|
|
|
447 |
|
Christopher M. Carrington |
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,935 |
|
|
|
27,869 |
|
|
|
55,738 |
|
|
|
|
|
|
|
|
|
|
|
15.25 |
|
|
|
425,002 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,148 |
|
|
|
|
|
|
|
15.25 |
|
|
|
170,007 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,941 |
|
|
|
15.25 |
|
|
|
255,001 |
|
|
|
3/26 |
|
|
|
148,750 |
|
|
|
297,500 |
|
|
|
446,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence R. Zingale |
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,115 |
|
|
|
26,230 |
|
|
|
52,459 |
|
|
|
|
|
|
|
|
|
|
|
15.25 |
|
|
|
400,008 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,492 |
|
|
|
|
|
|
|
15.25 |
|
|
|
160,003 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,474 |
|
|
|
15.25 |
|
|
|
240,002 |
|
|
|
3/26 |
|
|
|
140,000 |
|
|
|
280,000 |
|
|
|
420,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
269 |
|
|
|
|
|
|
|
15.96 |
|
|
|
4,293 |
|
|
|
|
6/30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
234 |
|
|
|
|
|
|
|
15.76 |
|
|
|
3,687 |
|
|
|
|
9/30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223 |
|
|
|
|
|
|
|
17.89 |
|
|
|
3,989 |
|
James T. Holder |
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,022 |
|
|
|
10,044 |
|
|
|
20,088 |
|
|
|
|
|
|
|
|
|
|
|
15.25 |
|
|
|
153,171 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,018 |
|
|
|
|
|
|
|
15.25 |
|
|
|
61,275 |
|
|
|
3/26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,116 |
|
|
|
15.25 |
|
|
|
91,905 |
|
|
|
3/26 |
|
|
|
76,587 |
|
|
|
153,174 |
|
|
|
229,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206 |
|
|
|
|
|
|
|
15.96 |
|
|
|
3,288 |
|
|
|
|
6/30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
|
|
|
|
|
15.76 |
|
|
|
2,821 |
|
|
|
|
9/30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184 |
|
|
|
|
|
|
|
17.89 |
|
|
|
3,292 |
|
|
|
|
12/31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118 |
|
|
|
|
|
|
|
21.81 |
|
|
|
2,574 |
|
(1) |
These amounts are based on the individuals current salary and position. |
(2) |
Where amounts are shown in columns (f) and (h), then the amounts shown in
column (f) reflect the Long-Term Incentive Stock Grant minimum which is 80% of the target amount shown in column (g), and the amount shown in column (h) is 150% of such target amount. The target amount shown is an absolute target. These
amounts are based on the individuals current salary and position. The grant date fair value of the long-term incentive plan awards are based upon the target amounts shown in column (g). |
(3) |
The amounts shown in column (i) reflect the number of shares of stock granted
to each named executive officer as matching contributions pursuant to the Executive Deferred Compensation Plan. |
(4) |
The amounts shown in column (j) reflect the number of Stock Appreciation
Rights granted to each named executive officer as part of the Long-Term Incentive awards as described in more detail on page 24 under the heading Performance-Based, Long-Term, Equity Incentive Compensation. The actual number of shares
underlying the Stock Appreciation Rights cannot be determined until such time as the Stock Appreciation Rights vest and are exercised and the spread between the fair value on the date of exercise and the base price is known. The fair value of the
Stock Appreciation Rights included in column (l) is the amount determined pursuant to FASB ASC Topic 718 (formerly FAS Statement 123(R)). |
32 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the holdings of
stock option and stock awards by the named executives as of December 31, 2013. The table includes both exercisable and unexercisable options together with the exercise price and the expiration date; unvested Stock Appreciation Rights; the
number of shares and market value of unvested matching contributions to the Executive Deferred Compensation Plan; and the number of shares of long term incentive (LTI) restricted stock together with the market value of those shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(i) |
|
|
(j) |
|
Name |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
Equity Incentive Plan Awards: Number
of Securities Underlying Unexercised Unearned Options (#) |
|
|
Option Exercise Price
($) |
|
|
Option Expiration Date |
|
|
Number of Shares or Units of Stock That Have Not Vested
(#) |
|
|
Market Value of Shares or Units
of Stock That Have Not Vested ($) |
|
|
Equity Incentive
Plan Awards: Number of Unearned Shares, units or Other Rights That Have Not Vested
(#) |
|
|
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|
Charles E. Sykes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008-2010 SARs(1) |
|
|
15,432 |
|
|
|
|
|
|
|
|
|
|
|
17.87 |
|
|
|
01/02/18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009-2011 SARS(2) |
|
|
67,947 |
|
|
|
|
|
|
|
|
|
|
|
19.69 |
|
|
|
01/05/19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010-2012 SARs(3) |
|
|
49,381 |
|
|
|
|
|
|
|
|
|
|
|
23.88 |
|
|
|
03/05/20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011-2013 LTI
PS(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,562 |
|
|
|
1,168,187 |
|
2011-2013 SARs(5) |
|
|
58,686 |
|
|
|
29,342 |
|
|
|
|
|
|
|
18.67 |
|
|
|
03/07/21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012-2014 LTI
PS(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,225 |
|
|
|
1,553,417 |
|
2012-2014 SARs(7) |
|
|
34,896 |
|
|
|
69,794 |
|
|
|
|
|
|
|
15.21 |
|
|
|
03/21/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013-2015 LTI PS(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,065 |
|
|
|
2,422,328 |
|
2013-2015 LTI RS(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,787 |
|
|
|
715,084 |
|
2013-2015
SARs(10) |
|
|
|
|
|
|
123,355 |
|
|
|
|
|
|
|
15.25 |
|
|
|
03/26/23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Michael Kipphut |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010-2012 SARs(3) |
|
|
18,284 |
|
|
|
|
|
|
|
|
|
|
|
23.88 |
|
|
|
03/05/20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011-2013 LTI PS(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,635 |
|
|
|
362,809 |
|
2011-2013 SARs(5) |
|
|
|
|
|
|
9,115 |
|
|
|
|
|
|
|
18.67 |
|
|
|
03/07/21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012-2014 LTI PS(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,564 |
|
|
|
492,121 |
|
2012-2014 SARs(7) |
|
|
|
|
|
|
22,113 |
|
|
|
|
|
|
|
15.21 |
|
|
|
03/21/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013-2015 LTI PS(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,701 |
|
|
|
822,259 |
|
2013-2015 LTI RS(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,129 |
|
|
|
242,723 |
|
2013-2015
SARs(10) |
|
|
|
|
|
|
41,871 |
|
|
|
|
|
|
|
15.25 |
|
|
|
03/26/23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher M. Carrington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013-2015 LTI PS(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,762 |
|
|
|
823,589 |
|
2013-2015 LTI RS(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,148 |
|
|
|
243,138 |
|
2013-2015
SARs(10) |
|
|
|
|
|
|
41,941 |
|
|
|
|
|
|
|
15.25 |
|
|
|
03/26/23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence R. Zingale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008-2010 SARs(1) |
|
|
4,706 |
|
|
|
|
|
|
|
|
|
|
|
17.87 |
|
|
|
01/02/18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009-2011 SARS(2) |
|
|
13,501 |
|
|
|
|
|
|
|
|
|
|
|
19.69 |
|
|
|
01/05/19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010-2012 SARs(3) |
|
|
14,719 |
|
|
|
|
|
|
|
|
|
|
|
23.88 |
|
|
|
03/05/20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011-2013 LTI PS(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,402 |
|
|
|
314,108 |
|
2011-2013 SARs(5) |
|
|
15,782 |
|
|
|
7,890 |
|
|
|
|
|
|
|
18.67 |
|
|
|
03/07/21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012-2014 LTI PS(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,534 |
|
|
|
426,037 |
|
2012-2014 SARs(7) |
|
|
|
|
|
|
19,144 |
|
|
|
|
|
|
|
15.21 |
|
|
|
03/21/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013-2015 LTI PS(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,541 |
|
|
|
775,149 |
|
2013-2015 LTI RS(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,492 |
|
|
|
228,831 |
|
2013-2015
SARs(10) |
|
|
|
|
|
|
39,474 |
|
|
|
|
|
|
|
15.25 |
|
|
|
03/26/23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James T. Holder |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010-2012 SARs(3) |
|
|
6,170 |
|
|
|
|
|
|
|
|
|
|
|
23.88 |
|
|
|
03/05/20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011-2013 LTI PS(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,006 |
|
|
|
130,991 |
|
2011-2013 SARs(5) |
|
|
|
|
|
|
3,290 |
|
|
|
|
|
|
|
18.67 |
|
|
|
03/07/21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012-2014 LTI PS(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,146 |
|
|
|
177,664 |
|
2012-2014 SARs(7) |
|
|
|
|
|
|
7,982 |
|
|
|
|
|
|
|
15.21 |
|
|
|
03/21/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013-2015 LTI PS(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,609 |
|
|
|
296,812 |
|
2013-2015 LTI RS(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,018 |
|
|
|
87,633 |
|
2013-2015
SARs(10) |
|
|
|
|
|
|
15,116 |
|
|
|
|
|
|
|
15.25 |
|
|
|
03/26/23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The figures in this row represent Stock Appreciation Rights (SARs) that were issued to the named executive officer in connection with the
long-term incentive award for the 2008-2010 performance measurement period. The SARs vest 1/3 each year on January 2, 2009, 2010, and 2011, provided the employee is still in the employ of the Company. |
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 33
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
|
|
|
|
(2) |
The figures in this row represent SARs that were issued to the named executive officer in connection with the long-term incentive award for the 2009-2011
performance measurement period. The SARs vest 1/3 each year on January 5, 2010, 2011, and 2012, provided the employee is still in the employ of the Company. |
(3) |
The figures in this row represent SARs that were issued to the named executive officer in connection with the long-term incentive award for the 2010-2012
performance measurement period. The SARs vest 1/3 each year on January 5, 2011, 2012, and 2013, provided the employee is still in the employ of the Company. |
(4) |
The figures in this row represent performance vesting restricted shares that were
issued to the named executive officer in connection with the long-term incentive award for the 2011-2013 performance measurement period. The shares vest on March 16, 2014 if the performance measures have been met, provided the employee is still
in the employ of the Company. |
(5) |
The figures in this row represent SARs that were issued to the named executive
officer in connection with the long-term incentive award for the 2011-2013 performance measurement period. The SARs vest 1/3 each year on March 7, 2012, 2013, and 2014, provided the employee is still in the employ of the Company.
|
(6) |
The figures in this row represent performance vesting restricted shares that were
issued to the named executive officer in connection with the long-term incentive award for the 2012-2014 performance measurement period. The shares vest on March 21, 2015 if the performance measures have been met, provided the employee is still
in the employ of the Company. |
(7) |
The figures in this row represent SARs that were issued to the named executive officer in connection with the long-term incentive award for the 2012-2014
performance measurement period. The SARs vest 1/3 each year on March 21, 2013, 2014, and 2015, provided the employee is still in the employ of the Company. |
(8) |
The figures in this row represent performance vesting restricted shares that were issued to the named executive officer in connection with the long-term
incentive award for the 2013-2015 performance measurement period. The shares vest on March 15, 2016 if the performance measures have been met, provided the employee is still in the employ of the Company. |
(9) |
The figures in this row represent time vesting restricted shares that were issued to the named executive officer in connection with the long-term incentive
award for the 2013-2015 performance measurement period. The shares vest 1/3 each year on March 15, 2014, 2015 and 2016, provided the employee is still in the employ of the Company. |
(10) |
The figures in this row represent SARs that were issued to the named executive officer in connection with the long-term incentive award for the 2013-2015
performance measurement period. The SARs vest 1/3 each year on March 15, 2014, 2015, and 2016, provided the employee is still in the employ of the Company. |
Option Exercises and Stock Vested
The following table provides information for the named executive officers on (1) SAR exercises during 2013, including the number of shares acquired upon exercise and the value realized; and (2) the number
of shares acquired upon vesting of matching contributions under the Executive Deferred Compensation Plan, and the value realized upon the vesting of such shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Awards |
|
|
Stock Awards |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
Name |
|
Number of Shares Acquired On Exercise (#) |
|
|
Value Realized on Exercise ($) |
|
|
Number of Shares Acquired on Vesting (#) |
|
|
Value Realized on Vesting
($) |
|
Charles E. Sykes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.(1) |
|
|
|
|
|
|
|
|
|
|
751 |
|
|
|
11,986 |
|
W. Michael Kipphut |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.(1) |
|
|
|
|
|
|
|
|
|
|
749 |
|
|
|
11,965 |
|
2006 SARS |
|
|
5,847 |
|
|
|
118,577 |
|
|
|
|
|
|
|
|
|
2007 SARS |
|
|
2,485 |
|
|
|
50,395 |
|
|
|
|
|
|
|
|
|
2008 SARS |
|
|
2,432 |
|
|
|
49,320 |
|
|
|
|
|
|
|
|
|
2009 SARS |
|
|
2,181 |
|
|
|
47,022 |
|
|
|
|
|
|
|
|
|
2011 SARS |
|
|
1,447 |
|
|
|
29,345 |
|
|
|
|
|
|
|
|
|
2012 SARS |
|
|
2,764 |
|
|
|
56,053 |
|
|
|
|
|
|
|
|
|
Christopher M. Carrington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence R. Zingale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.(1) |
|
|
|
|
|
|
|
|
|
|
1,916 |
|
|
|
30,712 |
|
2012 SARS |
|
|
2,393 |
|
|
|
48,530 |
|
|
|
|
|
|
|
|
|
James T. Holder |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.(1) |
|
|
|
|
|
|
|
|
|
|
687 |
|
|
|
11,974 |
|
2008 SARS |
|
|
270 |
|
|
|
5,475 |
|
|
|
|
|
|
|
|
|
2009 SARS |
|
|
490 |
|
|
|
10,564 |
|
|
|
|
|
|
|
|
|
2011 SARS |
|
|
522 |
|
|
|
10,586 |
|
|
|
|
|
|
|
|
|
2012 SARS |
|
|
997 |
|
|
|
20,219 |
|
|
|
|
|
|
|
|
|
(1) |
Reflects the Companys matching contributions in the form of shares of its
common stock held for the account of the named executive officer in the Executive Deferred Compensation Plan which vested during fiscal year ended December 31, 2013. |
Pension Benefits
The Company does not maintain any pension plans for the benefit of its executive officers.
34 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
Nonqualified Deferred Compensation
Pursuant to the Companys Executive Deferred
Compensation Plan, certain executives, including the named executive officers, may defer all or any portion of their base salary, and all or any portion of their performance based non-equity incentive compensation. Deferral elections are made on or
before December 31st of each year for amounts to be deferred from income earned with respect to the following year. The table below shows the investment options available under the Deferred Compensation Plan and their annual rate of return for
the calendar year ended December 31, 2013, as reported by the Compensation Committee of the Plan.
|
|
|
|
|
|
|
|
|
|
|
Name of Fund |
|
Rate of Return |
|
|
Name of Fund |
|
Rate of Return |
|
Vanguard Prime Money Market Investor Fund |
|
|
.02% |
|
|
Goldman Sachs Mid Cap Value A Fund |
|
|
32.43% |
|
Prudential Total Return Bond A Fund |
|
|
-1.17% |
|
|
Principal MidCap S&P 40-0 Index R3 Fund |
|
|
32.41% |
|
PIMCO Real Return A Fund |
|
|
-9.41% |
|
|
Goldman Sachs Small Cap Value A Fund |
|
|
38.28% |
|
Janus Balanced S Fund |
|
|
19.28% |
|
|
Principal SmallCap S&P 600 Index R3 Fund |
|
|
15.54% |
|
John Hancock Disciplined Value A Fund |
|
|
35.51% |
|
|
MFS New Discovery R3 Fund |
|
|
40.15% |
|
Principal LargeCap S&P 500 Index R3 Fund |
|
|
31.40% |
|
|
Manning & Napier World Opp. A Fund |
|
|
18.78% |
|
MainStay Large Cap Growth R2 Fund |
|
|
36.44% |
|
|
|
|
|
|
|
Distributions of the participants deferred compensation and any vested Company stock matching contributions are
made as soon as administratively feasible six months after retirement or termination of employment, unless the participant dies or becomes disabled while still an employee, in which case both distributions are made as soon as administratively
feasible.
In the event the participant terminates employment (for reasons other than death, disability or retirement) without participating in the plan
for three years, the matching contributions and earnings attributable thereto are forfeited. In the event that a participant terminates employment after three years but less than five years of participation in the Plan, the participant forfeits 67%
of the matching contribution and earnings. In the event a participant terminates employment
after five years but less than seven years of participation in the Plan, the participant forfeits 33% of the matching contribution and earnings.
In the event of a distribution of benefits as a result of a change in control, the Company will increase the benefits for the Senior Vice Presidents, Executive Vice
Presidents and the President by an amount sufficient to offset the income tax obligations created by the distribution of benefits.
Participants forfeit
undistributed matching contributions if the participant is terminated for cause as defined in the Plan or the participant enters into a business or employment which the Companys CEO determines to be in violation of any non-compete
agreement between the participant and the Company.
The following table shows information regarding
contributions by the named executive officers, the Companys matching contributions, aggregate earnings on contributions during fiscal year 2013, and the aggregate balance at year end. There were no distributions from the plan to named
executive officers during fiscal year 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
Name |
|
Executive Contributions in Last
Fiscal Year(1)
($) |
|
|
Company Contribution in
Last Fiscal Year(2) ($) |
|
|
Aggregate Earnings in
Last Fiscal Year ($) |
|
|
Aggregate Withdrawals/
Distributions
($) |
|
|
Aggregate Balance at Last Fiscal Year
End(3) ($) |
|
Charles E. Sykes |
|
|
54,687 |
|
|
|
11,986 |
|
|
|
75,921 |
|
|
|
|
|
|
|
455,005 |
|
W. Michael Kipphut |
|
|
35,806 |
|
|
|
11,964 |
|
|
|
74,890 |
|
|
|
|
|
|
|
615,808 |
|
Christopher M. Carrington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence R. Zingale |
|
|
32,000 |
|
|
|
11,970 |
|
|
|
74,555 |
|
|
|
|
|
|
|
333,248 |
|
James T. Holder |
|
|
24,507 |
|
|
|
11,975 |
|
|
|
100,620 |
|
|
|
|
|
|
|
427,660 |
|
(1) |
The amounts shown are included in the amounts of salary in column (c) of the Summary Compensation Table. |
(2) |
The amounts shown are included in the amounts of Other Compensation in column (i) of the Summary Compensation Table.
|
(3) |
The amounts shown include 100% of the aggregate executive and Company contributions
which have all been reported in the Summary Compensation Table. |
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 35
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
|
|
|
|
Equity Compensation Plan Information
The following table summarizes the equity
compensation plans under which the equity securities of Sykes may be issued as of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
|
Number of Securities to be Issued Upon Exercise of Options, Warrants and
Rights |
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
|
|
Number of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding Securities Reflected in Column (a)) |
|
Equity compensation plans approved by shareholders(1) |
|
|
202,098 |
|
|
|
|
|
|
|
3,838,981 |
|
Equity compensation plans not approved by shareholders |
|
|
108,339 |
(2)
|
|
|
|
|
|
|
N/A
|
(2)
|
Totals |
|
|
310,437 |
|
|
|
|
|
|
|
3,838,981 |
|
(1) |
Includes shares of common stock of Sykes authorized for awards under the 2001
Equity Incentive Plan, the 2011 Equity Incentive Plan and the 2004 Non-Employee Director Fee Plan. |
(2) |
Represents shares of common stock of Sykes issued as matching grants under the
Executive Deferred Compensation Plan for executives described on page 27 above. There is no specific number of shares reserved for issuance under the Executive Nonqualified Deferred Compensation Plan. |
Shares awarded under all of the above plans may be from Sykes authorized and unissued shares, treasury shares
or shares acquired in the open market. For a summary of the terms of Sykes equity compensation plans, see Note 26 of
our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 20, 2014 and incorporated herein by reference.
Potential Payments upon Termination or
Change of Control
The tables below reflect the amount of compensation to each of the named executive officers of the Company in the
event of a termination of such executives employment. The amount of compensation payable to each named executive officer upon voluntary termination, involuntary not-for-cause termination, termination following a change of control and in the
event of a disability or death of the executive is shown below. The amounts shown assume that such termination was effective as of December 31, 2013, and thus includes amounts earned through such time and are estimates of the amounts which
would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executives separation from the Company.
Payments Made Upon Termination
Regardless of the manner in which a named executive officers employment
terminates, he is entitled to receive amounts earned during his term of employment. Depending upon the date of a termination, such amounts may include:
|
|
non-equity incentive compensation earned during the fiscal year; |
|
|
shares which have vested and for which the restrictions have lapsed under Long-Term Incentive compensation awards; |
|
|
shares to be issued as a result of the vesting of SARs under Long-Term Incentive compensation awards;
|
|
|
amounts contributed to the Executive Deferred Compensation Plan; and |
Payments Made Upon
Termination by the Company Without Cause, or by the Executive with Good Reason
In the event the employment of any of Messrs. Sykes, Kipphut,
Carrington or Zingale is terminated by the Company for any reason other than death, disability, or cause (as defined in their respective employment agreements), or if such officer terminates his employment agreement prior to the expiration of the
renewal period for good reason (as defined in their respective employment agreements, other than a termination by the officer in connection with a change of control (as defined in his employment agreement)), the officer will be entitled to the
following payments:
|
|
Mr. Sykes will be entitled to receive an amount equal to two times his annual base salary. |
|
|
Mr. Kipphut will be entitled to receive an amount equal to his annual base salary, plus an amount equal to the maximum annual performance bonus he could
earn under the performance based bonus plan in which Mr. Kipphut is then participating. |
|
|
Messrs. Carrington and Zingale will be entitled to receive an amount equal to his annual base salary, plus an amount equal to the maximum annual performance
bonus he could earn under the performance based bonus plan in which he is then participating. |
36 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
In the event that such officer terminates his employment agreement in connection with a change of control, such
officer will be entitled to receive the benefits listed under the heading Payments Made Upon a Change of Control below.
In the event of the
termination by the Company of the employment of Mr. Holder for any reason other than death, disability or cause, he will be entitled to receive an amount equal to his annual base salary.
Except as provided below, the foregoing amounts are to be paid biweekly in equal installments over 52 weeks, commencing immediately upon such officers separation from service. If such officer is determined to
be a specified employee on the date of his separation from service (each as defined in Section 409(A) of the Internal Revenue Code and applicable regulations), to the extent that he is entitled to receive any benefit or
payment upon such separation from service under the employment agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code before the date that is six months after the date of his separation
from service, such benefits or payments will not be provided or paid to him on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first business day after the date
that is six months after the date of his separation from service (or, if earlier, within fifteen (15) days following his date of death). All remaining payments and benefits otherwise required to be paid or provided on or after the date that is
six months after the date of his separation from service will be paid or provided or paid in accordance with the payment schedule described above.
Payments Made Upon Death or Disability
In the event of the
death or disability of a named executive officer, in addition to the benefits listed under the heading Payments Made Upon Termination above, the named executive officer will receive benefits under the Companys disability plan or
payments under the Companys life insurance plan, as appropriate. The Company pays for life insurance and accidental death and dismemberment coverage for its executive team in amounts equal to twice the executives base salary, up to a
maximum of $500,000. The Company also pays for short term disability for its executives with a benefit of 70% of base salary, up to a maximum of $2,500 per week, and long term disability utilizing multiple plans. The base long term disability plan
provides for a benefit to the executives of 70% of base salary, up to a maximum of $15,000 per month. The base long term disability plan is supplemented with two individual policy plans designed to provide the executives with long term disability
insurance approximating 75% of covered compensation.
Payments Made Upon a Change of Control
The Company has entered into employment agreements with Messrs. Sykes, Kipphut, Carrington and Zingale which contain
change of control payment provisions. Pursuant to these provisions, if any of Messrs. Sykes, Kipphut, Carrington or Zingale terminates his employment in connection with a change of control (as
defined in their employment agreement), instead of the benefits listed under the heading Payments Made Upon Termination, he will receive the following benefits:
Mr. Sykes. Mr. Sykes will be entitled to receive an amount equal to three times his then current annual base salary, plus an amount determined by multiplying the annual target bonus
designated or otherwise indicated for Mr. Sykes in the year such change of control occurs by a factor of three. The target bonus amount is to be determined under the performance-based bonus plan in which Mr. Sykes is then participating. In
addition, all stock options, stock grants or other similar equity incentives and/or compensation programs will immediately accelerate and become fully vested and exercisable at the option of Mr. Sykes.
Mr. Kipphut. Mr. Kipphut will be entitled to receive an amount equal to two times his then current annual base salary, plus an amount
determined by multiplying the annual target bonus designated or otherwise indicated for Mr. Kipphut in the year such change of control occurs by a factor of two. The target bonus amount is to be determined under the performance-based bonus plan
in which Mr. Kipphut is then participating. In addition, all stock options, stock grants or other similar equity incentives and/or compensation programs will immediately accelerate and become fully vested and exercisable at the option of
Mr. Kipphut.
Messrs. Carrington and Zingale. Each of Messrs. Carrington and Zingale will be entitled to receive an amount equal to
two times his then current annual base salary, plus an amount determined by multiplying the annual target bonus designated or otherwise indicated for him in the year such change of control occurs by a factor of two. The target bonus amount is to be
determined under the performance-based bonus plan in which he is then participating. In addition, all stock options, stock grants or other similar equity incentives and/or compensation programs will immediately accelerate and become fully vested and
exercisable at his option.
Except as provided below, the foregoing amounts are to be paid biweekly in equal installments over 52 weeks, commencing
immediately upon such officers separation from service. If such officer is determined to be a specified employee on the date of his separation from service (each as defined in Section 409(A) of the Internal Revenue
Code and applicable regulations), to the extent that he is entitled to receive any benefit or payment upon such separation from service under the employment agreement that constitutes deferred compensation within the meaning of Section 409A of
the Internal Revenue Code before the date that is six months after the date of his separation from service, such benefits or payments will not be provided or paid to him on the date
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 37
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
|
|
|
|
otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first business day after the date that is six months after the date
of his separation from service (or, if earlier, within fifteen (15) days following his date of death). All remaining payments and benefits otherwise required to be paid or provided on or after the date that is six months after the date of his
separation from service will be paid or provided or paid in accordance with the payment schedule described above.
Mr. Holder. Mr. Holder does not have change of control provisions in his employment
agreement, but under various equity incentive agreements, all stock options, stock grants or other similar equity incentives and/or compensation programs will immediately accelerate and become fully vested and exercisable at his option in the event
of a change in control.
Charles E. Sykes
The following table shows the potential payments upon termination or a change of control of the Company for Charles E. Sykes, the Companys
President and CEO, as if such termination had occurred on December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated |
|
|
Executive Initiated |
|
Type of Benefit |
|
Before Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
After Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
Voluntary Termination ($) |
|
|
Voluntary Termination for
Good Reason ($) |
|
|
Change
in Control
($) |
|
Severance Pay |
|
|
1,250,000 |
|
|
|
1,875,000 |
|
|
|
|
|
|
|
1,250,000 |
|
|
|
1,875,000 |
|
Bonus Payment |
|
|
|
|
|
|
1,875,000 |
|
|
|
|
|
|
|
|
|
|
|
1,875,000 |
|
Stock Grants Vesting Acceleration |
|
|
|
|
|
|
9,169,426 |
|
|
|
|
|
|
|
|
|
|
|
9,169,426 |
|
Stock Option Vesting Acceleration |
|
|
|
|
|
|
1,981,420 |
|
|
|
|
|
|
|
|
|
|
|
1,981,420 |
|
Deferred Compensation Vesting Acceleration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for Taxes Resulting from Deferred Compensation Distribution |
|
|
|
|
|
|
171,292 |
|
|
|
|
|
|
|
|
|
|
|
171,292 |
|
Total |
|
|
1,250,000 |
|
|
|
15,072,138 |
|
|
|
|
|
|
|
1,250,000 |
|
|
|
15,072,138 |
|
W. Michael Kipphut
The following table shows the potential payments upon termination or a change of control of the Company for W. Michael Kipphut, the Companys Executive Vice President and CFO, as if such termination had
occurred on December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated |
|
|
Executive Initiated |
|
Type of Benefit |
|
Before Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
After Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
Voluntary Termination ($) |
|
|
Voluntary Termination for
Good Reason ($) |
|
|
Change in Control
($) |
|
Severance Pay |
|
|
424,298 |
|
|
|
848,596 |
|
|
|
|
|
|
|
424,298 |
|
|
|
848,596 |
|
Bonus Payment |
|
|
445,513 |
|
|
|
594,016 |
|
|
|
|
|
|
|
445,512 |
|
|
|
594,017 |
|
Stock Grants Vesting Acceleration |
|
|
|
|
|
|
2,988,406 |
|
|
|
|
|
|
|
|
|
|
|
2,988,406 |
|
Stock Option Vesting Acceleration |
|
|
|
|
|
|
449,241 |
|
|
|
|
|
|
|
|
|
|
|
449,241 |
|
Deferred Compensation Vesting Acceleration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for Taxes Resulting from Deferred Compensation Distribution |
|
|
|
|
|
|
231,829 |
|
|
|
|
|
|
|
|
|
|
|
231,829 |
|
Total |
|
|
869,811 |
|
|
|
5,112,088 |
|
|
|
|
|
|
|
869,810 |
|
|
|
5,112,089 |
|
38 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
Christopher M. Carrington
The following table shows the potential payments upon termination or a change of control of the Company for Christopher M. Carrington, the Companys Executive
Vice President of Global Delivery, as if such termination had occurred on December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated |
|
|
Executive Initiated |
|
Type of Benefit |
|
Before Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
After Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
Voluntary Termination ($) |
|
|
Voluntary Termination for
Good Reason ($) |
|
|
Change in Control
($) |
|
Severance Pay |
|
|
425,000 |
|
|
|
850,000 |
|
|
|
|
|
|
|
425,000 |
|
|
|
850,000 |
|
Bonus Payment |
|
|
446,250 |
|
|
|
892,500 |
|
|
|
|
|
|
|
446,250 |
|
|
|
892,500 |
|
Stock Grants Vesting Acceleration |
|
|
|
|
|
|
1,458,784 |
|
|
|
|
|
|
|
|
|
|
|
1,458,784 |
|
Stock Option Vesting Acceleration |
|
|
|
|
|
|
275,133 |
|
|
|
|
|
|
|
|
|
|
|
275,133 |
|
Deferred Compensation Vesting Acceleration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for Taxes Resulting from Deferred Compensation Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
871,250 |
|
|
|
3,476,417 |
|
|
|
|
|
|
|
871,250 |
|
|
|
3,476,417 |
|
Lawrence R. Zingale
The following table shows the potential payments upon termination or a change of control of the Company for Lawrence R. Zingale, the Companys Executive Vice President and General Manager, Major Markets, as if
such termination had occurred on December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated |
|
|
Executive Initiated |
|
Type of Benefit |
|
Before Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
After Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
Voluntary Termination ($) |
|
|
Voluntary Termination for
Good Reason ($) |
|
|
Change in Control
($) |
|
Severance Pay |
|
|
400,000 |
|
|
|
800,000 |
|
|
|
|
|
|
|
400,000 |
|
|
|
800,000 |
|
Bonus Payment |
|
|
420,000 |
|
|
|
840,000 |
|
|
|
|
|
|
|
420,000 |
|
|
|
840,000 |
|
Stock Grants Vesting Acceleration |
|
|
|
|
|
|
2,699,315 |
|
|
|
|
|
|
|
|
|
|
|
2,699,315 |
|
Stock Option Vesting Acceleration |
|
|
|
|
|
|
506,794 |
|
|
|
|
|
|
|
|
|
|
|
506,794 |
|
Deferred Compensation Vesting Acceleration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for Taxes Resulting from Deferred Compensation Distribution |
|
|
|
|
|
|
119,842 |
|
|
|
|
|
|
|
|
|
|
|
119,842 |
|
Total |
|
|
820,000 |
|
|
|
4,965,951 |
|
|
|
|
|
|
|
820,000 |
|
|
|
4,965,951 |
|
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 39
|
|
|
|
|
COMPENSATION COMMITTEE REPORT |
|
|
|
|
James T. Holder
The following table shows the potential payments upon termination or a change of control of the Company for James T. Holder, the Companys Executive Vice
President, General Counsel and Corporate Secretary, as if such termination had occurred on December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated |
|
|
Executive Initiated |
|
Type of Benefit |
|
Before Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
After Change in Control Termination w/o
Cause or for Good Reason ($) |
|
|
Voluntary Termination ($) |
|
|
Voluntary Termination for
Good Reason ($) |
|
|
Change in Control
($) |
|
Severance Pay |
|
|
306,347 |
|
|
|
306,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus Payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Grants Vesting Acceleration |
|
|
|
|
|
|
1,078,897 |
|
|
|
|
|
|
|
|
|
|
|
1,078,897 |
|
Stock Option Vesting Acceleration |
|
|
|
|
|
|
162,173 |
|
|
|
|
|
|
|
|
|
|
|
162,173 |
|
Deferred Compensation Vesting Acceleration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for Taxes Resulting from Deferred Compensation Distribution |
|
|
|
|
|
|
160,998 |
|
|
|
|
|
|
|
|
|
|
|
160,998 |
|
Total |
|
|
306,347 |
|
|
|
1,708,415 |
|
|
|
|
|
|
|
|
|
|
|
1,402,068 |
|
Employment Agreements
Charles E. Sykes. The Company and Mr. Sykes are parties to an amended and restated employment
agreement, dated December 30, 2008. The material terms and conditions of the agreement are summarized below. Under the agreement, Mr. Sykes serves as President and CEO of the Company. The initial term of the agreement expired on
July 31, 2009, but automatically renewed, and will continue to be automatically renewed, for successive one-year terms unless one of the parties provides written notice of its intent not to renew the agreement at least 180 days prior to the
expiration of any renewal term. Under the agreement, Mr. Sykes annual base salary was originally set at $550,000, subject to increase at the Companys discretion. Most recently, on March 7, 2011 the Compensation Committee of the
Board increased Mr. Sykes annual base salary to $625,000. Mr. Sykes also is entitled to participate in a performance based bonus plan based upon the achievement of such goals as may be determined by the Compensation Committee, and to
participate in such other bonus programs and benefit plans as are generally made available to other executive officers of the Company.
If the agreement
is terminated by the Company prior to the expiration of a renewal period for any reason other than death, disability, or cause (as defined in the agreement), or if the agreement is terminated by Mr. Sykes prior to the expiration of the renewal
period for good reason (as defined below), the Company is required to pay Mr. Sykes an amount equal to two times his annual base salary, and Mr. Sykes is prohibited for a period of two years from soliciting the Companys employees and
competing with the Company in any area in which the Companys clients were conducting business
during the initial term or any renewal term of the agreement. If the agreement is terminated by Mr. Sykes following a change of control of the Company (as defined in the agreement) prior to
the expiration of the initial term or any renewal period, the Company is required to pay Mr. Sykes an amount equal to three times his annual base salary, plus an amount determined by multiplying the annual target bonus designated or otherwise
indicated for Mr. Sykes in the year such change of control occurs by a factor of three. The target bonus amount is to be determined under the performance based bonus plan in which Mr. Sykes is then participating. Except as provided below,
the foregoing amounts are to be paid biweekly in equal installments over 52 weeks, commencing immediately upon his separation from service. If Mr. Sykes is determined to be a specified employee on the date of his separation
from service (each as defined in Section 409(A) of the Internal Revenue Code and applicable regulations), to the extent that he is entitled to receive any benefit or payment upon such separation from service under the employment agreement
that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code before the date that is six months after the date of his separation from service, such benefits or payments will not be provided or paid to
him on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first business day after the date that is six months after the date of his separation from service (or, if
earlier, within fifteen (15) days following his date of death). All remaining payments and benefits otherwise required to be paid or provided on or after the date that is six months after the date
40 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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COMPENSATION COMMITTEE REPORT |
of his separation from service will be paid or provided or paid in accordance with the payment schedule described above.
Also, in the event the agreement is terminated by Mr. Sykes in connection with a change of control of the Company, all stock options, stock grants or other similar equity incentives and/or compensation
programs will immediately accelerate and become fully vested and exercisable at the option of Mr. Sykes.
Good reason for
Mr. Sykes termination of the agreement is defined in the agreement as: (i) a change of control of the Company (as defined in the agreement), (ii) a good faith determination by Mr. Sykes that the Company has breached the
employment agreement, (iii) a material adverse change in working conditions or status, (iv) the deletion of, or change in, any of the titles of CEO or President, (v) a significant relocation of Mr. Sykes principal office,
(vi) a significant increase in travel requirements, or (vii) an impairment of Mr. Sykes health to an extent that made the continued performance of his duties under the agreement hazardous to his physical or mental health or his
life.
The agreement provides that if Mr. Sykes employment is terminated by the Company due to his death, disability or for cause, or
voluntarily by Mr. Sykes other than for good reason, then the Company will have no obligation to pay him any salary, bonus or other benefits other than those payable through the date of termination, and Mr. Sykes may not solicit any of the
Companys employees or compete directly or indirectly with the Company during the term of the agreement and for a period of one year after its termination, regardless of the reason for its termination.
The agreement provides that Mr. Sykes may not solicit any of the Companys employees or compete directly or indirectly with the Company during the term of
the agreement and for one year after its expiration in any area in which the Companys clients were conducting business during the initial term or any renewal term of the agreement. The agreement contains customary confidentiality provisions.
W. Michael Kipphut. The Company and Mr. Kipphut are parties to an amended and restated employment agreement, dated
December 30, 2008, the material terms and conditions of which are summarized below. The employment agreement provides that Mr. Kipphut will serve as an executive of the Company. Mr. Kipphut serves as Executive Vice President
Finance and CFO. The initial term of the agreement expired on March 5, 2009, but was automatically renewed, and will continue to be automatically renewed, for successive one-year terms unless one of the parties provides the other with written
notice of its intent not to renew the agreement at least 30 days prior to the expiration of a renewal term. Under the agreement, Mr. Kipphuts annual base salary was originally set at $400,000, subject to increase at the Companys
discretion. Most recently, on December 7, 2011, and effective on February 29, 2012, upon the recommendation of the
Compensation Committee, the Board of Directors increased Mr. Kipphuts annual base salary to $424,298. Mr. Kipphut also is entitled to participate in a performance based bonus plan
based upon the achievement of such goals as may be determined by the Compensation Committee, and to participate in such other bonus programs and benefit plans as are generally made available to other executive officers of the Company.
If the agreement is terminated by the Company prior to the expiration of a renewal period for any reason other than death, disability, or cause (as defined in the
agreement), or if the agreement is terminated by Mr. Kipphut prior to the expiration of the renewal period for good reason (as defined below), the Company is required to pay Mr. Kipphut an amount equal to his annual base salary, plus an
amount equal to the maximum annual performance bonus he could earn under the performance based bonus plan in which Mr. Kipphut is then participating. If the agreement is terminated by Mr. Kipphut following a change in control of the
Company (as defined in the agreement) prior to the expiration of the renewal period, the Company is required to pay Mr. Kipphut an amount equal to twice his annual base salary, plus an amount determined by multiplying the annual target bonus
designated or otherwise indicated for Mr. Kipphut in the year such change of control occurs by a factor of two. The target bonus amount is to be determined under the performance based bonus plan in which Mr. Kipphut is then participating.
Except as provided below, the foregoing amounts are to be paid biweekly in equal installments over 52 weeks, commencing immediately upon his separation from service. If Mr. Kipphut is determined to be a specified employee on the
date of his separation from service (each as defined in Section 409(A) of the Internal Revenue Code and applicable regulations), to the extent that he is entitled to receive any benefit or payment upon such separation from service
under the employment agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code before the date that is six months after the date of his separation from service, such benefits or payments
will not be provided or paid to him on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first business day after the date that is six months after the date of his
separation from service (or, if earlier, within fifteen (15) days following his date of death). All remaining payments and benefits otherwise required to be paid or provided on or after the date that is six months after the date of his
separation from service will be paid or provided or paid in accordance with the payment schedule described above.
Also, in the event the agreement is
terminated by Mr. Kipphut in connection with a change of control of the Company, all stock options, stock grants or other similar equity incentives and/or compensation programs will immediately accelerate and become fully vested and exercisable
at the option of Mr. Kipphut.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 41
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COMPENSATION COMMITTEE REPORT |
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Good reason for Mr. Kipphuts termination of the agreement is defined in the agreement as:
(i) a change of control of the Company (as defined in the agreement), (ii) a good faith determination by Mr. Kipphut that the Company has breached the employment agreement, (iii) a material adverse change in working conditions or
status, (iv) the deletion of, or change in, any of the titles of Senior Vice President and CFO, (v) a significant relocation of Mr. Kipphuts principal office, (vi) a change in reporting such that Mr. Kipphut is
required to report to someone other than the CEO, or (vii) a significant increase in travel requirements.
The agreement provides that if
Mr. Kipphuts employment is terminated by the Company due to his death, disability or for cause, or voluntarily by Mr. Kipphut other than for good reason, then the Company will have no obligation to pay him any salary, bonus or other
benefits other than those payable through the date of termination.
The agreement provides that Mr. Kipphut may not solicit any of the
Companys employees or compete directly or indirectly with the Company during the term of the agreement and for one year after its expiration in any area in which the Companys clients were conducting business during the initial term or
any renewal term of the agreement. The agreement contains customary confidentiality provisions.
Christopher M. Carrington. The Company
and Mr. Carrington are parties to an employment agreement, dated September 13, 2012, the material terms and conditions of which are summarized below. The employment agreement provides that Mr. Carrington will serve as an executive of
the Company. Mr. Carrington has been appointed as Executive Vice President of Global Delivery. The agreement will continue until terminated by one of the parties. Under the agreement, Mr. Carringtons annual base salary is to be not
less than $425,000. In addition, for the period ending December 31, 2012, Mr. Carrington will be entitled to (i) a bonus determined by the full year performance of the Alpine Access business unit 2012 EBITDA performance, under the
Executives previous employment contract with Alpine Access, as in effect immediately prior to its acquisition by the Company on August 20, 2012, which entitles him to receive a bonus of up to 150% of his base salary which amount will be
equal to the product of (A) 6% and (B) the Alpine Access business units EBITDA, adjusted to exclude all activities resulting from legacy Sykes, for the time period from January 1, 2012 through December 31, 2012, and
(ii) standard fringe benefits provided to other executive officers. Effective January 1, 2013, Mr. Carrington will be entitled to (x) participate in a performance-based bonus program ranging from 0% to 70% of his base salary,
(y) annual grants under the Companys long-term incentive plan with a target award of 140% of base salary, and (z) standard fringe benefits provided to other executive officers.
If the agreement is terminated by the Company for any reason other than death, disability, or cause (as defined in the
agreement), or if the agreement is terminated by Mr. Carrington for good reason (as defined below), the Company is required to pay Mr. Carrington an amount equal to his annual base
salary, plus an amount equal to the maximum annual performance bonus he could earn under the performance-based bonus plan in which Mr. Carrington is then participating. If the agreement is terminated by Mr. Carrington within 24 months
after a change in control of the Company (as defined in the agreement), the Company is required to pay Mr. Carrington an amount equal to twice his annual base salary, plus an amount determined by multiplying the annual target bonus designated
or otherwise indicated for Mr. Carrington in the year such change of control occurs by a factor of two. The target bonus amount is to be determined under the performance-based bonus plan in which Mr. Carrington is then participating.
Except as provided below, the foregoing amounts are to be paid biweekly in equal installments over 52 weeks (or 104 weeks if a change in control was involved), commencing immediately upon his separation from service. If Mr. Carrington is
determined to be a specified employee on the date of his separation from service (each as defined in Section 409(A) of the Internal Revenue Code and applicable regulations), to the extent that he is entitled to receive
any benefit or payment upon such separation from service under the employment agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code before the date that is six months after the date of
his separation from service, such benefits or payments will not be provided or paid to him on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first business day
after the date that is six months after the date of his separation from service (or, if earlier, within fifteen (15) days following his date of death). All remaining payments and benefits otherwise required to be paid or provided on or after
the date that is six months after the date of his separation from service will be paid or provided or paid in accordance with the payment schedule described above.
Also, in the event the agreement is terminated by Mr. Carrington for Good Cause in connection with a change of control of the Company, all stock options, stock grants or other similar equity incentives and/or
compensation programs will immediately accelerate and become fully vested and exercisable at the option of Mr. Carrington.
Good reason
for Mr. Carringtons termination of the agreement is defined in the agreement as: (i) the Companys breach of the employment agreement, (ii) a material adverse change in working conditions, duties or status, (iii) a
significant geographic relocation of Mr. Carringtons principal office, other than a relocation from Denver, Colorado, to Tampa, Florida, or (iv) a change in reporting such that Mr. Carrington is required to report to someone
other than the CEO.
42 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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COMPENSATION COMMITTEE REPORT |
The agreement provides that if Mr. Carringtons employment is terminated by the Company due to his death,
disability or for cause, or voluntarily by Mr. Carrington other than for good reason, then the Company will have no obligation to pay him any salary, bonus or other benefits other than those payable through the date of termination.
The agreement provides that Mr. Carrington may not solicit any of the Companys employees or compete directly or indirectly with the Company during the
term of the agreement and for one year after its expiration in any area in which the Companys clients were conducting business during the initial term or any renewal term of the agreement. The agreement contains customary confidentiality
provisions.
Lawrence R. Zingale. The Company and Mr. Zingale are parties to an employment agreement, dated September 13, 2012,
the material terms and conditions of which are summarized below. The employment agreement replaced the Amended and Restated Employment Agreement between the Company and Mr. Zingale, dated as of December 29, 2008.
The employment agreement provides that Mr. Zingale will serve as an executive of the Company. Mr. Zingale currently serves as Executive Vice President and
General Manager of Major Markets. The agreement will continue until terminated by one of the parties. Under the agreement, Mr. Zingales annual base salary is to be not less than $400,000, and he is entitled to (i) participate in a
performance-based bonus program ranging from 0% to 70% of his base salary, (ii) annual grants under the Companys long-term incentive plan with a target award of 140% of base salary, and (iii) standard fringe benefits provided to
other executive officers.
If the agreement is terminated by the Company for any reason other than death, disability, or cause (as defined in the
agreement), or if the agreement is terminated by Mr. Zingale for good reason (as defined below), the Company is required to pay Mr. Zingale an amount equal to his annual base salary, plus an amount equal to the maximum annual performance
bonus he could earn under the performance-based bonus plan in which Mr. Zingale is then participating. If the agreement is terminated by Mr. Zingale within 24 months after a change in control of the Company (as defined in the agreement),
the Company is required to pay Mr. Zingale an amount equal to twice his annual base salary, plus an amount determined by multiplying the annual target bonus designated or otherwise indicated for Mr. Zingale in the year such change of
control occurs by a factor of two. The target bonus amount is to be determined under the performance-based bonus plan in which Mr. Zingale is then participating. Except as provided below, the foregoing amounts are to be paid biweekly in equal
installments over 52 weeks (or 104 weeks if a change in control was involved), commencing immediately upon his separation from service. If Mr. Zingale is determined to be a specified employee on the date of his separation from
service (each as defined in Section 409(A) of the Internal
Revenue Code and applicable regulations), to the extent that he is entitled to receive any benefit or payment upon such separation from service under the employment agreement that constitutes
deferred compensation within the meaning of Section 409A of the Internal Revenue Code before the date that is six months after the date of his separation from service, such benefits or payments will not be provided or paid to him on the date
otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first business day after the date that is six months after the date of his separation from service (or, if earlier, within
fifteen (15) days following his date of death). All remaining payments and benefits otherwise required to be paid or provided on or after the date that is six months after the date of his separation from service will be paid or provided or paid
in accordance with the payment schedule described above.
Also, in the event the agreement is terminated by Mr. Zingale for Good Cause in connection
with a change of control of the Company, all stock options, stock grants or other similar equity incentives and/or compensation programs will immediately accelerate and become fully vested and exercisable at the option of Mr. Zingale.
Good reason for Mr. Zingales termination of the agreement is defined in the agreement as: (i) the Companys breach of
the employment agreement, (ii) a material adverse change in working conditions, duties or status, (iii) a significant geographic relocation of Mr. Zingales principal office, or (iv) a change in reporting such that
Mr. Zingale is required to report to someone other than the CEO.
The agreement provides that if Mr. Zingales employment is terminated by
the Company due to his death, disability or for cause, or voluntarily by Mr. Zingale other than for good reason, then the Company will have no obligation to pay him any salary, bonus or other benefits other than those payable through the date
of termination.
The agreement provides that Mr. Zingale may not solicit any of the Companys employees or compete directly or indirectly with
the Company during the term of the agreement and for one year after its expiration in any area in which the Companys clients were conducting business during the initial term or any renewal term of the agreement. The agreement contains
customary confidentiality provisions.
James T. Holder. The Company and Mr. Holder are parties to an amended and restated employment
agreement, dated December 29, 2008, the material terms and conditions of which are summarized below. The employment agreement provides that Mr. Holder will serve as an executive of the Company. Mr. Holder serves as Executive Vice
President, General Counsel and Corporate Secretary. The agreement will continue until terminated by one of the parties. Under the agreement, Mr. Holders annual base salary was originally set at $270,000, subject to increase at the
Companys discretion.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 43
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COMPENSATION COMMITTEE REPORT |
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Most recently, on December 7, 2011, and effective on February 29, 2012, upon the recommendation of the Compensation Committee, the Board of Directors increased Mr. Holders
annual base salary to $306,347. He also is entitled to participate in a performance based bonus plan based upon the achievement of such goals as may be determined by the Compensation Committee and to standard executive fringe benefits.
If the agreement is terminated by the Company prior to the expiration of the renewal period for any reason other than death, disability, or cause (as defined in the
agreement), the Company is required to pay Mr. Holder an amount equal to his weekly base salary for 52 weeks after the termination of the agreement. Except as provided below, the foregoing amount is to be paid biweekly in equal
installments over 52 weeks, commencing immediately upon his separation from service. If Mr. Holder is determined to be a specified employee on the date of his separation from service (each as defined in
Section 409(A) of the Internal Revenue Code and applicable regulations), to the extent that he is entitled to receive any benefit or payment upon such separation from service under the employment agreement that constitutes deferred compensation
within the meaning of Section 409A of the Internal Revenue Code before the date that is six months after the date of his separation from service, such benefits or
payments will not be provided or paid to him on the date otherwise required to be provided or paid. Instead, all such amounts shall be accumulated and paid in a single lump sum on the first
business day after the date that is six months after the date of his separation from service (or, if earlier, within fifteen (15) days following his date of death). All remaining payments and benefits otherwise required to be paid or provided
on or after the date that is six months after the date of his separation from service will be paid or provided or paid in accordance with the payment schedule described above.
The agreement also provides that if Mr. Holders employment is terminated by the Company due to his death, disability or cause, or voluntarily by Mr. Holder, then the Company will have no obligation
to pay him any salary, bonus or other benefits other than those payable through the date of termination.
The agreement provides that Mr. Holder may
not solicit any of the Companys employees or compete directly or indirectly with the Company during the term of the agreement and for one year after its expiration in any area in which the Companys clients were conducting business during
the initial term or any renewal term of the agreement. The agreement contains customary confidentiality provisions.
44 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
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PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act) we are providing our shareholders with the
opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Because the shareholder vote is advisory, it will not be binding upon the Board. However, the
Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANYS EXECUTIVE COMPENSATION. UNLESS OTHERWISE INDICATED ON
YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE APPROVAL OF EXECUTIVE COMPENSATION.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 45
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PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM |
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PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee engaged Deloitte & Touche LLP as the Companys independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending
December 31, 2014 and the effectiveness of the Companys internal control over financial reporting as of December 31, 2014 and express an opinion thereon. Although the Company is not required to seek shareholder ratification of this
appointment, the Board believes it to be sound corporate governance to do so. If the appointment is not ratified, the Audit Committee will reconsider the appointment of, but will not be required to engage, a different auditing firm.
Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. Those representatives will have the opportunity to make a
statement if they so desire and are expected to be available to respond to appropriate questions.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL AND URGES EACH SHAREHOLDER TO VOTE FOR
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANYS INDEPENDENT AUDITORS. EXECUTED AND UNMARKED PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED AT THE ANNUAL MEETING IN FAVOR OF RATIFICATION.
46 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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AUDIT COMMITTEE DISCLOSURE |
AUDIT COMMITTEE DISCLOSURE
The Audit Committee is comprised of four non-employee directors and operates under a written charter adopted by the
Board of Directors. The Audit Committee charter was last amended on December 4, 2013. The Board of Directors has determined that each member of the Audit Committee is independent and financially literate. The Board of directors has also
determined that in addition to the accounting and other related financial management expertise held by the various members of the Audit Committee, Mr. Meurer specifically qualifies as an audit committee financial expert as that term
has been defined by the Securities and Exchange Commission.
Under its charter, the Audit Committee is responsible for overseeing our accounting and
financial reporting processes and audits of our financial statements. The Audit Committee is directly responsible for the appointment and oversight of our independent auditors, including review of their qualifications, independence and performance.
In accordance with rules established by the Securities and Exchange Commission, as well as the internal policies of Deloitte and Touche LLP, audit
partners are subject to rotation requirements to limit the number of consecutive years and individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that
capacity is five years. The process for selection of the Companys lead audit partner pursuant to this rotation policy involves an initial meeting between the Chair of the Audit Committee and the candidate for the role, followed by a meeting of
the candidate and discussions with the full Committee and with management.
Among other duties, the Audit Committee is also responsible for:
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Overseeing the integrity of our financial statements, our accounting and financial reporting processes and our systems of internal control over financial
reporting. |
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Overseeing our compliance with financial legal and regulatory requirements. |
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The appointment, compensation, and oversight of the work of the registered public accounting firm employed by the Audit Committee (including resolution of
disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and each such registered public accounting firm reports directly to the Audit Committee.
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Reviewing and appraising the Companys internal auditing function, including a review and approval of the Companys internal audit plan.
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Reviewing the Companys quarterly and annual earnings press releases, consolidated financial statements (including the presentation of non-GAAP financial
information) and disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations (including significant accounting policies and judgments) with management, the Companys internal auditors
and the Companys independent auditors. |
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Establishment of procedures for the receipt, retention and treatment, on a confidential basis, of any complaints we receive regarding fraud in connection with,
or the integrity of, our financial reporting. Employees are encouraged to report concerns about our accounting controls, auditing matters or anything else that appears to involve financial wrongdoing. |
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Reviewing and discussing with the Companys independent auditors the overall scope and plans for their audit and review and approval of the terms of the
engagement letter. |
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Providing an open avenue of communication among the Companys registered public accounting firm, financial and senior management, those involved in the
Companys internal auditing function, and the Board of Directors. |
Policy on Audit Committee Pre-Approval of
Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committees policy is to pre-approve all audit and permissible non-audit services provided by the
independent auditors which exceed $50,000. These services may include audit services, audit-related services, tax services and other services. The Chairman of the Audit Committee has been given the authority to grant pre-approvals, and each such
pre-approval is then submitted to the full Committee at the next meeting for consideration and approval. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 47
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AUDIT COMMITTEE DISCLOSURE |
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Service Fees Paid to the Independent Registered
Public Accounting Firm
Audit Fees represent
fees for professional services provided in connection with the audit of our consolidated annual financial statements and internal control over financial reporting, as well as reviews of our quarterly financial statements and statutory audits of
international subsidiaries. The Audit Committee has reviewed and approved the amount of fees paid to Deloitte & Touche LLP for audit and audit related services. The fees charged by Deloitte & Touche LLP for professional services
rendered in connection with all audit and non-audit related matters for the years ended December 31, 2013 and December 31, 2012 were as follows:
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2013
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2012
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Audit Fees(1) |
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2,477,250 |
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2,647,195 |
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Audit-Related Fees(2) |
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4,000 |
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24,310 |
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All Other
Fees(3) |
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9,414 |
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(1) |
Fees for audit services in 2013 and 2012 consisted of (a) audits of the
Companys annual consolidated financial statements and internal controls over financial reporting, (b) reviews of the Companys quarterly condensed consolidated financial statements, and (c) annual stand alone statutory audits.
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(2) |
Fees for audit-related services in 2013 and 2012 included the Companys
subscription to accounting research tools. Fees for audit related services in 2012 principally included due diligence services in connection with the acquisition of Alpine Access, Inc. |
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(3) |
All Other Fees in 2012 principally included assistance with responding to an SEC
comment letter. |
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48 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
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REPORT OF THE AUDIT COMMITTEE |
REPORT OF THE AUDIT COMMITTEE
In connection with the financial statements for the fiscal year ended December 31, 2013, the Audit Committee
has:
(1) |
reviewed and discussed the audited financial statements with management, |
(2) |
discussed with Deloitte & Touche LLP, the Companys independent registered public accounting firm (the Auditors), the matters required to be discussed
by Auditing Standard No. 16, Communications with Audit Committees, issued by the PCAOB, and |
(3) |
received the written disclosures and letter from the Auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the Auditors
communications with the Audit Committee concerning independence, and has discussed with the Auditors the Auditors independence. |
In
determining whether to reappoint Deloitte & Touche LLP as the Companys independent auditor, the Audit Committee took into consideration a number of factors, including:
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the length of time the firm has been engaged by the Company and its familiarity with our global operations and business, accounting policies and practices and
internal control over financial reporting |
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the quality of the Audit Committees ongoing discussions with Deloitte & Touche LLP and an assessment of the professional qualifications and past
performance of the lead audit partner |
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external data relating to audit quality and performance, including recent PCAOB reports on Deloitte & Touche LLP and its peers Based upon these
evaluations, the Audit Committee recommended to the Board at the February 14, 2014 meeting of the Board that the Companys audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31,
2013 filed with the Securities and Exchange Commission. The Board has approved this inclusion. |
AUDIT COMMITTEE
William J. Meurer, Chairman
Iain A. Macdonald
Paul L. Whiting
James S. MacLeod
February 14, 2014
The information contained in this report shall not be deemed to be soliciting material or filed or incorporated by reference
in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or
the Securities Exchange Act of 1934.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 49
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the Companys common stock as of April 1, 2014, for each director and nominee for director,
each executive officer named in the Summary Compensation Table herein, and by all directors and executive officers of the Company as a group.
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Name |
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Common Stock |
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Common Stock Vesting at the 2014 Shareholders Meeting |
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Options Currently Exercisable Or Exercisable within 60 days |
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Stock-Settled Stock Appreciation Rights Vested
and Vesting within 60 days |
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Total Stock and Stock Based Holdings |
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Percent of Total Outstanding Stock |
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Lt. Gen. Michael DeLong (Ret) |
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30,882 |
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30,882 |
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* |
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Lorraine L. Lutton |
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400 |
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400 |
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* |
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Iain Macdonald |
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32,017 |
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32,017 |
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* |
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James S. MacLeod(1) |
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37,497 |
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37,497 |
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* |
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William J. Meurer |
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61,866 |
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61,866 |
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* |
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William D. Muir, Jr. |
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* |
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James K. Murray, Jr.(2) |
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16,779 |
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16,779 |
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* |
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Charles E. Sykes(3) |
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550,698 |
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550,698 |
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1.3 |
% |
Paul L. Whiting(4) |
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60,530 |
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60,530 |
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* |
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W. Michael Kipphut(5) |
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118,771 |
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118,771 |
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* |
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Christopher M. Carrington(6) |
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117,462 |
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117,462 |
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* |
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Lawrence R. Zingale(7) |
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172,008 |
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172,008 |
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* |
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James T. Holder(8) |
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64,440 |
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64,440 |
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* |
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Others |
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181,133 |
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181,133 |
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* |
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All directors and executive officers as a
group persons |
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1,444,483 |
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1,444,483 |
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3.3 |
% |
(1) |
Includes 2,500 shares held by Mr. MacLeod in an IRA. |
(2) |
Excludes 1,000 shares held by a family member in which Mr. Murray disclaims beneficial ownership. Includes shares held by Murray Corporation and Murray
Advisors, Inc., of which Mr. Murray is a beneficial owner. |
(3) |
Includes 460,811 shares of restricted stock issued as part of the various equity-based, long-term incentive awards and 6,948 vested shares as part of the
Deferred Compensation Plan. |
(4) |
Includes 43,900 shares owned jointly by Mr. Whiting and other family members. Excludes 300 shares of common stock held by Mr. Whitings wife in
which Mr. Whiting disclaims beneficial ownership. |
(5) |
Includes 102,119 shares of restricted stock issued as part of the various equity-based, long-term incentive awards and 11,967 vested shares as part of the
Deferred Compensation Plan. |
(6) |
Includes 114,763 shares of restricted stock issued as part of the various equity-based, long-term incentive awards. |
(7) |
Includes 130,552 shares of restricted stock issued as part of the various equity-based, long-term incentive awards and 4,515 vested shares as part of the
Deferred Compensation Plan. |
(8) |
Includes 50,762 shares of restricted stock issued as part of the various equity-based, long-term incentive awards and 5,960 vested shares as part of the
Deferred Compensation Plan. |
50 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
Security Ownership of Certain Beneficial Owners
As of April 1, 2014, the Companys records and
other information available from outside sources indicated that the following shareholders were beneficial owners of more than five percent of the outstanding shares of the Companys common stock. The information below is as reported in their
filings with the Securities and Exchange Commission. The Company is not aware of any other beneficial owner of more than 5% of the Companys common stock.
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Amount and Nature of Beneficial Ownership Common Stock |
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Name |
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Shares |
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Percent |
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BlackRock, Inc.(1)
40 East 52nd Street
New York, New York, 10022 |
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3,472,637 |
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7.9% |
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John H. Sykes(2)
4201 Jim Walter Boulevard Tampa, Florida 33607 |
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3,043,675 |
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6.9% |
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River Road Asset Management,
LLC(3) 462 S. 4th St., Ste. 1600 Louisville, KY
40202 |
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2,466,641 |
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5.6% |
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The Vanguard Group, Inc.(4) 100 Vanguard Blvd.
Malvern, PA 19355 |
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2,390,687 |
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5.4% |
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(1) |
All information is based upon the Schedule 13G filed with the Security and Exchange Commission by BlackRock, Inc. (BlackRock) on January 30,
2014. BlackRock is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(iii) (G). |
(2) |
All information is based upon the Schedule 13G filed with the Security and Exchange Commission by Mr. John H. Sykes on April 1, 2014. Mr. Sykes
is the beneficial owner of these shares which are owned by Mr. Sykes through Jopar Investments Limited Partnership, a North Carolina limited partnership (Jopar). Mr. Sykes is the sole limited partner of Jopar and owns all of
the outstanding capital stock of Jopars sole general partner, Jopar Investments, Inc., a North Carolina corporation. The amount of shares shown excludes 7,950 shares owned by Mr. Sykes wife, as to which Mr. Sykes disclaims
beneficial ownership. |
(3) |
All information is based upon the Schedule 13G filed with the Security and Exchange Commission by River Road Asset Management, LLC (River Road) on
February 12, 2014. River Road is a registered investment adviser in accordance with section 240 of the Investment Advisers Act of 1940. |
(4) |
All information is based upon the Schedule 13G filed with the Security and Exchange Commission by The Vanguard Group, Inc. (Vanguard) on
February 12, 2014. Vanguard is a registered investment adviser in accordance with section 240 of the Investment Advisers Act of 1940. |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the year ended December 31, 2013, the executive officers and directors of the Company filed with the
Securities and Exchange Commission (the Commission) on a timely basis, all required reports relating to transactions involving equity securities of the Company beneficially owned by them.
The Company has relied solely on the written representation of its executive officers and directors and copies of the reports they have filed with the Commission in providing this information.
SYKES
ENTERPRISES, INCORPORATED ï 2014 Proxy Statement 51
REQUIREMENTS,
INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS AND NOMINATION OF DIRECTORS
Under the rules of the SEC and our Bylaws, if a shareholder wants to nominate a person to stand for election as a
director at our 2015 Annual Meeting of Shareholders or introduce an item of business at an Annual Meeting of Shareholders and have us include such proposal in our proxy statement and form of proxy for presentation at our 2014 Annual Meeting of
Shareholders, the nomination or proposal must be received by us at our principal executive offices at 400 North Ashley Drive, Tampa, Florida 33602, by December 18, 2014. The nomination or proposal should be sent to the attention of the
Secretary of the Company.
Under our Bylaws, a shareholder must follow certain procedures to nominate persons for election as directors or to introduce
an item of business at an Annual Meeting of Shareholders.
The procedures for nominating a director are described above under the heading Corporate
GovernanceNominations for Directors.
The procedures for introducing an item of business at the Annual Meeting include providing a written notice of each
proposed item of business that must include:
(a) |
a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, |
(b) |
the name and address, as they appear on the Companys stock books, of the shareholders proposing such business, |
(c) |
the class and number of shares of the Company which are beneficially owned by the shareholder, |
(d) |
any material interest of the shareholder in such business, and |
(e) |
the same information required by clauses (b), (c) and (d) above with respect to any other shareholder that, to the knowledge of the shareholder proposing such business,
supports such proposal. |
OTHER MATTERS
Management knows of no matter to be brought
before the Annual Meeting which is not referred to in the Notice of Annual Meeting. If any other matters properly come before the Annual Meeting, it is intended that the shares represented by Proxy will be voted with respect thereto in accordance
with the judgment of the persons voting them.
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By Order of the Board of Directors, |
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James T. Holder |
Secretary |
52 SYKES ENTERPRISES,
INCORPORATED ï 2014 Proxy Statement
SYKES ENTERPRISES, INCORPORATED
Annual Meeting of Shareholders, May 20, 2014
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of Sykes Enterprises, Incorporated (the Company), hereby appoints each of Charles E. Sykes, John Chapman and James T.
Holder, and each of them with authority to act without the others, as attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of the common stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company and at all adjournments thereof, to be held at the Florida Museum of Photographic Arts, The Cube at Rivergate Plaza, 400 N. Ashley Drive, Cube 200, Tampa, Florida, 33602, on Tuesday, May 20, 2014, at
8:00 a.m., Eastern Daylight Savings Time, with all the powers the undersigned would possess if personally present, such proxies being directed to vote as specified below and in their discretion on any other business that may properly come before the
Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED BELOW. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN
ITEM 1, AND FOR PROPOSALS 2, 3, AND 4.
¿DETACH BELOW AND RETURN
USING THE ENVELOPE PROVIDED ¿
SYKES ENTERPRISES, INCORPORATED 2014
ANNUAL MEETING
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1. Election of Directors |
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01 - James S. MacLeod (Class I) |
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¨ |
FOR |
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¨ |
AGAINST |
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¨ |
ABSTAIN |
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02 - William D. Muir, Jr. (Class I) |
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FOR |
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¨ |
AGAINST |
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¨ |
ABSTAIN |
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03 - Lorraine Leigh Lutton (Class I) |
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FOR |
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¨ |
AGAINST |
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¨ |
ABSTAIN |
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04 - James K. Murray, Jr. (Class III) |
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FOR |
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AGAINST |
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ABSTAIN |
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2. Non-binding advisory vote to approve executive compensation |
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FOR |
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AGAINST |
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ABSTAIN |
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3. To ratify the appointment of Deloitte & Touche LLP as independent auditors of the Company. |
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FOR |
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AGAINST |
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ABSTAIN |
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4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before this
meeting or any adjournments or postponements thereof. |
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PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE
EVEN IF YOU PLAN TO ATTEND THE MEETING.
¨ I plan to attend the Meeting.
¨ I do not plan to attend the Meeting.
The undersigned
reserves the right to revoke this Proxy at any time prior to the Proxy being voted at the Meeting. The Proxy may be revoked by delivering a signed revocation to the Company at any time prior to the Meeting, by submitting a later-dated Proxy, or by
attending the Meeting in person and casting a ballot. The undersigned hereby revokes any proxy previously given to vote such shares at the Meeting.
DATE:__________________________ NO. OF SHARES: ___________________
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Check appropriate box to indicate any changes to name or address below: |
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Signature of
Shareholder |
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Address Change? ¨ Name Change? ¨ |
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Signature of
Shareholder |
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Name: ____________________________________
Address: __________________________________
___________________________________
___________________________________ |
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Please sign Proxy exactly as your name appears on your stock certificate(s). JOINT OWNERS SHOULD EACH SIGN PERSONALLY. When signing as attorney, executor, administrator, trustee, guardian, partner or corporate officer,
please give your full title as such. |