☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☑
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Definitive Proxy Statement
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☐
|
Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a -12
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☑
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it was determined):
|
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4) Proposed maximum aggregate value of transaction:
|
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5) Total fee paid:
|
||
☐ 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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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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1.
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To elect nine (9) directors;
|
2.
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To ratify the appointment of Ernst & Young LLP as independent auditor for the Corporation for 2019;
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3.
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To approve, in an advisory vote, the Corporation’s named executive officer compensation; and
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4.
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To transact such other business as may properly come before the meeting and any adjournment thereof.
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STEVEN J. BENSINGER
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Age 64
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Director Since 2018
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STUART D. BILTON
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Age 72
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Director Since 1987
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OTTO N. FRENZEL IV
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Age 59
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Director Since 2008
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LORIANN V. LOWERY- BIGGERS
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Age 52
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Director Since 2017
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DAVID W. MICHELSON
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Age 61
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Director Since 2018
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JOHN D. NICHOLS, JR.
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Age 59
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Director Since 2017
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JAMES A. PORCARI III
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Age 61
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Director Since 2017
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NATHAN SHAPIRO
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Age 82
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Director Since 1979
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ROBERT SHAPIRO
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Age 80
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Director Since 1997
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Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)
|
All Other Compensation ($)
|
Total ($)
|
||||
Steven J. Bensinger
|
30,000
|
|
49,874
|
|
445
|
|
80,319
|
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Stuart D. Bilton
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47,500
|
|
40,000
|
|
1,802
|
|
89,302
|
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Otto N. Frenzel IV
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49,500
|
|
40,000
|
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1,802
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|
91,302
|
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LoriAnn Lowery-Biggers
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42,500
|
|
40,000
|
|
1,370
|
|
83,870
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David W. Michelson (a)
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20,000
|
|
40,000
|
|
0
|
|
60,000
|
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Philip V. Moyles, Jr. (b)
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20,000
|
|
0
|
|
1,802
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21,802
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John A. Pigott (c)
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20,000
|
|
0
|
|
1,802
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21,802
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James A. Porcari, III
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45,000
|
|
40,000
|
|
1,802
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86,802
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Kenneth D. Sacks (d)
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40,000
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40,000
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1,802
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81,802
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Nathan Shapiro
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40,000
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40,000
|
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1,802
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81,802
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Norton Shapiro
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40,000
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40,000
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1,802
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81,802
|
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Robert Shapiro
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40,000
|
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40,000
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1,802
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|
81,802
|
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(a)
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Mr. Michelson was elected to the Board in May 2018.
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(b)
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Mr. Moyles served on the Board until May 2018.
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(c)
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Mr. Pigott served on the Board until May 2018.
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(d)
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Mr. Sacks served on the Board until July 2018.
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● |
Board meeting attendance
fee of $10,000 for each regular or in-person meeting of the Board. Directors are encouraged to attend in person, but may attend via teleconference or videoconference. This fee is reduced to zero in the case of non-attendance and no
additional fees are paid for special meetings which are held telephonically. This fee is paid quarterly in the quarter following meeting attendance.
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● |
The Chairman of the Audit
Committee receives an additional $3,500 per quarter.
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● |
The Chairmen of the
Nominating and Governance and Compensation Committees each receive an additional $2,500 per quarter.
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● |
No additional fees are
paid for committee membership or committee meetings which are held telephonically or in conjunction with a regular Board meeting. Committee members will receive $2,500 for attendance at non-telephonic committee meetings held at other
times. The Compensation Committee held a non-telephonic meeting in March 2018 for which the committee members received a $2,500 attendance fee.
|
● |
Reimbursement for
customary and usual travel expenses.
|
● |
Board meeting attendance
fee of $15,000 for each regular or in-person meeting of the Board.
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● |
An annual retainer in the amount of $60,000 paid in the form of restricted shares of our Class B common stock.
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● |
The Lead Director and Chairman receive an additional $5,000 per quarter.
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● |
The Chairman of the Audit
Committee receives an additional $3,750 per quarter.
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● |
The Chairmen of the
Nominating and Governance and Compensation Committees each receive an additional $2,500 per quarter.
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● |
No additional fees are
paid for committee membership or committee meetings which are held telephonically or in conjunction with a regular Board meeting. Committee members will receive $2,500 for attendance at non-telephonic committee meetings held at other
times.
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● |
Reimbursement for
customary and usual travel expenses.
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Name
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Board of Directors
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Audit Committee
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Compensation Committee
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Nominating and Governance Committee
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Investment Committee
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Steven J. Bensinger (a)
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✓ |
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■ | |
Stuart D. Bilton (b)
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✓ | ■ |
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■ | ■ |
Otto N. Frenzel IV (c)
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✓ | ■ |
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☒ |
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LoriAnn V. Lowery-Biggers (d)
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✓ |
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■ | ■ | |
David W. Michelson (e)
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✓ | ☒ | ■ |
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John D. Nichols, Jr. (f)
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■ | |||
James A. Porcari, III (g)
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✓ |
|
☒ | ■ |
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Nathan Shapiro
|
|
|
|
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☒ |
Robert Shapiro
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|
|
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■ |
Number of Meetings in 2018
|
12
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6
|
9
|
10
|
4
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✓
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An Independent Director within the meaning of applicable
Nasdaq listing standards.
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■
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Member
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☒
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Committee Chairman
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(a)
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Mr. Bensinger served on the Audit Committee from February 2018 to December 2018 and was
Chairman of the Audit Committee from October 2018 to December 2018. Mr. Bensinger served on the Compensation Committee from August 2018 to November 2018 and was appointed to the Investment Committee in May 2018.
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(b)
|
Mr. Bilton was appointed as Lead Director in June 2018. Mr. Bilton served on the Audit
Committee until May 2018 and served as Chairman of the Nominating and Governance Committee until August 2018. Mr. Bilton was reappointed to the Audit Committee in December 2018.
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(c)
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Mr. Frenzel served as Chairman of the Audit Committee until March 2018. Mr. Frenzel was appointed as
Chairman of the Nominating and Governance Committee in August 2018.
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(d)
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Ms. Lowery-Biggers was appointed to the Nominating and Governance Committee in May 2018.
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(e)
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Mr. Michelson was appointed as a member of the Audit Committee in May 2018 and was appointed as Chairman of
the Audit Committee in December 2018. Mr. Michelson was appointed to the Compensation Committee in August 2018.
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(f)
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Mr. Nichols was appointed as Chairman of the Audit Committee in March 2018. Concurrent with his appointment
as Interim Chief Executive Officer in October 2018, Mr. Nichols ceased to be a member of the Audit Committee.
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(g)
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Mr. Porcari was appointed as Chairman of the Compensation Committee in August 2018 and was appointed to the
Nominating and Governance Committee in August 2018.
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● |
Chief executive officers or senior executives, particularly those with a deep understanding of insurance
company operations, with investment expertise, with expertise in a specific area useful to the Corporation, or who have held senior positions in a publicly traded insurance company;
|
● |
Individuals who meet the current criteria of the SEC and Nasdaq to be considered as independent directors;
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● |
Individuals with upstanding character, integrity, and ethical standards who fit with the culture of the current Board; and
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● |
Diversity with respect to gender, ethnicity, age, geographic location and experience.
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● |
The majority of directors are independent.
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● |
The Audit, Compensation, and Nominating and Governance Committees are comprised of and chaired by non-employee
directors who meet the independence requirements under the Nasdaq listing standards and other governing laws and regulations.
|
● |
The independent directors meet in regular executive sessions, without management present, to discuss the effectiveness of our
management team, the quality of the Board meetings and any other issues or concerns.
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Name
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Title
|
|
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John D. Nichols, Jr.
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Chairman and Interim Chief Executive Officer
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William C. Vens
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Chief Financial Officer
|
Jeremy F. Goldstein
|
Executive Vice President of Claims
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Patrick S. Schmiedt
|
Chief Underwriting Officer
|
Matthew A. Thompson
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Executive Vice President of Sales and Marketing
|
W. Randall Birchfield
|
Former Chief Executive Officer, President and Chief Operating Officer
|
Steven A. Shapiro
|
Former Executive Chairman
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Michael J. Case
|
Former Executive Vice President and Chief Operating Officer
|
● |
Create compensation which is targeted at a level that will allow us to attract, retain, and motivate top executive talent;
|
● |
Ensure that an appropriate relationship exists between compensation and the creation of shareholder value;
|
● |
Align with operational results, profitable growth, and financial goals to encourage achievement of our strategic objectives;
|
● |
Support long-term decision-making, business sustainability and, accordingly, long-term increase in shareholder value;
|
● |
Ensure that compensation is reflective of the underwriting results achieved by members of our executive team; and
|
● |
Include standard employee benefits available to all employees and utilize perquisites only to the extent there is a
vital business rationale for doing so.
|
● |
Base salaries are set in recognition of our efficient management structure, requiring fewer executive officers, and to ensure
continued attraction and retention of executive talent.
|
● |
Incentive opportunities are balanced to emphasize long-term equity awards so as not to encourage engaging in short-term growth
opportunities at the expense of long-term profitability and total long-term shareholder value.
|
● |
Annual incentive opportunities include a significant performance-based component, both in the form of short-term annual cash
incentive awards and long-term equity-based incentives.
|
● |
Perquisites are limited to focus on cost reduction and operational efficiencies.
|
● |
Amerisafe, Inc.
|
Heritage Insurance Holdings, Inc.
|
Atlas Financial Holdings, Inc.
|
James River Group Holdings, Ltd.
|
Donegal Group Inc.
|
National Interstate Corporation
|
EMC Insurance Group Inc.
|
NMI Holdings, Inc.
|
Employers Holdings, Inc.
|
Safety Insurance Group, Inc.
|
FedNat Holding Company
|
United Insurance Holdings Corp.
|
Hallmark Financial Services, Inc.
|
Universal Insurance Holdings, Inc.
|
HCI Group, Inc.
|
|
||||||||||||
|
2017 Salary
|
2018 Salary
|
% Change
|
|||||||||
Mr. Nichols
|
$ |
-
|
$
|
600,000
|
-
|
|||||||
Mr. Vens
|
366,500
|
366,500
|
0.00
|
%
|
||||||||
Mr. Goldstein
|
390,000
|
401,700
|
3.00
|
%
|
||||||||
Mr. Schmiedt
|
275,000
|
357,639
|
30.05
|
%
|
||||||||
Mr. Thompson
|
475,000
|
475,000
|
0.00
|
%
|
||||||||
Mr. Birchfield
|
600,000
|
600,000
|
0.00
|
%
|
||||||||
Mr. Shapiro
|
500,000
|
500,000
|
0.00
|
%
|
||||||||
Mr. Case
|
525,000
|
525,000
|
0.00
|
%
|
|
||||||||||||||||
|
AIP Award Cash Target
|
AIP Award Stock Target
|
AIP Award Target Total
|
AIP Award Maximum
|
||||||||||||
Mr. Nichols
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
Mr. Vens
|
200,000
|
0
|
200,000
|
400,000
|
||||||||||||
Mr. Goldstein
|
102,835
|
0
|
102,835
|
205,670
|
||||||||||||
Mr. Schmiedt
|
62,886
|
0
|
62,886
|
125,772
|
||||||||||||
Mr. Thompson
|
125,000
|
0
|
125,000
|
250,000
|
||||||||||||
Mr. Birchfield
|
750,000
|
250,000
|
1,000,000
|
2,000,000
|
||||||||||||
Mr. Shapiro
|
300,000
|
0
|
300,000
|
600,000
|
||||||||||||
Mr. Case
|
0
|
0
|
0
|
0
|
|
||||||||||||||||
|
LTIP Award Target
|
LTIP Award Maximum
|
VCIP Award Target
|
VCIP Award Maximum
|
||||||||||||
Mr. Nichols
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
Mr. Vens
|
100,000
|
200,000
|
100,000
|
200,000
|
||||||||||||
Mr. Goldstein
|
72,708
|
145,415
|
0
|
0
|
||||||||||||
Mr. Schmiedt
|
44,785
|
89,570
|
0
|
0
|
||||||||||||
Mr. Thompson
|
62,500
|
125,000
|
62,500
|
125,000
|
||||||||||||
Mr. Birchfield
|
400,000
|
800,000
|
400,000
|
800,000
|
||||||||||||
Mr. Shapiro
|
0
|
0
|
200,000
|
400,000
|
||||||||||||
Mr. Case
|
0
|
0
|
0
|
0
|
● |
Mr. Nichols received 85,000 restricted shares of our Class B common stock on November 13, 2018, which, subject to the terms of his
employment agreement, will vest according to the following schedule: 42,500 shares will vest as of October 17, 2019; 21,250 shares will vest as of October 17, 2020; and 21,250 will vest as of October 17, 2021.
|
● |
Mr. Birchfield received 52,500 restricted shares of our Class B common stock on August 16, 2018, which, subject to the terms of his
employment agreement, were scheduled to vest equally over twelve quarters, beginning in September 2018. Upon his resignation from the Corporation on October 17, 2018, Mr. Birchfield forfeited all unvested shares of restricted stock
remaining under this award.
|
1.
|
Base salary
|
2.
|
Annual cash incentive awards
|
3.
|
Long-term equity incentive awards
|
4.
|
Employee benefits and perquisites
|
Income (loss) before federal income taxes (benefits)
|
||||||
Less: Net realized gains (losses) on investments
|
||||||
|
Less: Net unrealized gains (losses) - equity securities and limited partnerships
|
|||||
|
Less: Net investment income
|
|
|
|
|
|
= Underwriting Income
|
Name and Principal Position
|
Year
|
Salary
|
Bonus (a)
|
Stock Awards (b)
|
Option Awards
|
Non-Equity Incentive Compen-sation (c)
|
Non-Qualified Deferred Compen-sation Earnings
|
All Other Compen-sation (d)
|
Total
|
|||||||||||
John D. Nichols, Jr.
|
2018
|
$
|
99,231
|
$
|
0
|
$
|
1,932,942
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
77,674
|
$
|
2,109,847
|
|||
Interim CEO and Chairman
|
|
|||||||||||||||||||
William C. Vens
|
2018
|
366,500
|
0
|
200,000
|
0
|
0
|
0
|
42,640
|
609,140
|
|||||||||||
CFO
|
2017
|
366,500
|
40,000
|
200,000
|
0
|
0
|
0
|
41,026
|
647,526
|
|||||||||||
2016 |
292,801
|
124,399
|
53,855
|
0
|
0
|
0
|
37,778
|
508,833
|
||||||||||||
Jeremy F. Goldstein
|
2018
|
401,700
|
65,000
|
72,708
|
0
|
0
|
0
|
34,175
|
573,583
|
|||||||||||
Executive Vice President
|
|
|||||||||||||||||||
Patrick S. Schmiedt
|
2018
|
302,961
|
17,361
|
44,785
|
0
|
0
|
0
|
37,173
|
402,280
|
|||||||||||
Chief Underwriting Officer
|
|
|||||||||||||||||||
Matthew A. Thompson
|
2018
|
475,000
|
0
|
125,000
|
0
|
0
|
0
|
40,770
|
640,770
|
|||||||||||
Executive Vice President
|
2017
|
475,000
|
162,500
|
125,000
|
0
|
12,000
|
0
|
39,196
|
813,696
|
|||||||||||
2016
|
356,615
|
128,311
|
51,204
|
0
|
9,263
|
0
|
41,176
|
586,569
|
||||||||||||
W. Randall Birchfield
|
2018
|
503,077
|
16,667
|
4,605,000
|
0
|
0
|
0
|
228,781
|
5,353,525
|
|||||||||||
Former CEO, President,
|
2017
|
600,000
|
400,000
|
1,050,000
|
0
|
40,000
|
0
|
44,620
|
2,134,620
|
|||||||||||
and COO
|
2016
|
530,594
|
586,680
|
175,274
|
0
|
28,303
|
0
|
39,448
|
1,360,299
|
|||||||||||
Steven A. Shapiro
|
2018
|
234,615
|
0
|
200,000
|
0
|
0
|
0
|
1,295
|
435,910
|
|||||||||||
Former Executive
|
2017
|
500,000
|
200,000
|
200,000
|
0
|
0
|
0
|
10,600
|
910,600
|
|||||||||||
Chairman
|
2016
|
275,000
|
171,403
|
85,573
|
0
|
0
|
0
|
46,789
|
578,765
|
|||||||||||
Michael J. Case
|
2018
|
88,654
|
0
|
0
|
0
|
0
|
0
|
617,290
|
705,944
|
|||||||||||
Former Executive
|
2017
|
525,000
|
41,000
|
325,000
|
0
|
12,000
|
0
|
42,480
|
945,480
|
|||||||||||
Vice President & COO
|
2016
|
404,954
|
357,885
|
114,396
|
0
|
9,263
|
0
|
37,109
|
923,607
|
(a)
|
For 2018, the amount in the Bonus column for Mr. Goldstein reflects the $40,000 cash bonus
granted by the Compensation Committee in November 2018 in recognition of his efforts during the management transition in October 2018 and a $25,000 holiday bonus granted in December 2018. For 2018, the amount in the Bonus column for
Mr. Schmiedt reflects a $17,361 holiday bonus granted in December 2018. For 2018, the Bonus amount shown for Mr. Birchfield reflects the portion of his $200,000 retention bonus awarded in August 2018 in connection with the execution of
his employment agreement that was earned prior to his resignation. As described in “Potential Payments upon Termination or Change in Control” the Board chose not to exercise its ability to recoup a portion of the bonus upon Mr.
Birchfield’s resignation in October 2018 in exchange for the execution of a standard release agreement.
|
(b)
|
For Mr. Nichols, the amount shown above in the Stock Awards column represents the grant date fair value of
the 85,000 shares of restricted stock that Mr. Nichols received in connection with the execution of his employment agreement on November 13, 2018, as described in “Executive Compensation Discussion and Analysis – Components of Executive
Compensation for 2018 – Long-Term Incentives for 2018,” plus the grant date fair value of the 1,735 shares of restricted stock that Mr. Nichols received on May 8, 2018 as compensation for his services as a director prior to being named
our Interim CEO, which shares shall vest on May 8, 2019.
|
|
|||||||||||||
|
LTIP Award Target
|
LTIP Award Maximum
|
VCIP Award Target
|
VCIP Award Maximum
|
|||||||||
Mr. Nichols
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||
Mr. Vens
|
100,000
|
200,000
|
100,000
|
200,000
|
|||||||||
Mr. Goldstein
|
72,708
|
145,415
|
0
|
0
|
|||||||||
Mr. Schmiedt
|
44,785
|
89,570
|
0
|
0
|
|||||||||
Mr. Thompson
|
62,500
|
125,000
|
62,500
|
125,000
|
|||||||||
Mr. Birchfield
|
400,000
|
800,000
|
400,000
|
800,000
|
|||||||||
Mr. Shapiro
|
0
|
0
|
200,000
|
400,000
|
|||||||||
Mr. Case
|
0
|
0
|
0
|
0
|
(c)
|
Amounts shown in this column for 2016 and 2017 represent the change in vested and unvested value of book
value appreciation rights (BVARs) which are based on increases or decreases in our book value per share during the year. The actual compensation is realized only upon satisfaction of holding period restrictions, which were satisfied as
of December 31, 2017 and settled in cash in 2018.
|
(d)
|
All Other Compensation for 2018 includes the following:
|
|
401(K) Plan
|
Dividends
|
Perquisites
|
Other
|
||||||||||||
|
Total
|
Contribution
|
(1)
|
(2)
|
(3)
|
|||||||||||
Mr. Nichols
|
$
|
77,674
|
$
|
923
|
$
|
23,800
|
$
|
4,149
|
$
|
48,802
|
||||||
Mr. Vens
|
42,640
|
22,000
|
814
|
19,826
|
0
|
|||||||||||
Mr. Goldstein
|
34,175
|
22,000
|
0
|
12,175
|
0
|
|||||||||||
Mr. Schmiedt
|
37,173
|
22,000
|
0
|
15,173
|
0
|
|||||||||||
Mr. Thompson
|
40,770
|
22,000
|
774
|
17,996
|
0
|
|||||||||||
Mr. Birchfield
|
228,781
|
19,816
|
9,009
|
16,623
|
183,333
|
|||||||||||
Mr. Shapiro
|
1,295
|
0
|
1,295
|
0
|
0
|
|||||||||||
Mr. Case
|
617,290
|
5,504
|
11,119
|
3,050
|
597,617
|
(1)
|
For Mr. Nichols, represents dividends earned on the 85,000 shares of restricted stock that
Mr. Nichols received in connection with the execution of his employment agreement which were paid to Mr. Nichols in December 2018. For all other NEOs, represents dividends accrued on restricted performance shares prior to vesting and
which were paid to certain NEOs in February 2018 upon the vesting of the subject shares.
|
(2)
|
With the exception of Mr. Nichols, perquisites consist of the total vehicle allowance paid to the NEOs.
Perquisites for Mr. Nichols consist of the cost of an apartment for Mr. Nichols’ use near our headquarters and commuting expenses incurred by Mr. Nichols and his family.
|
(3)
|
For Mr. Nichols, represents $47,000 in cash compensation that Mr. Nichols received for his services as a
director of the Corporation from January 2018 through September 2018 and $1,802 in dividends on shares of restricted stock Mr. Nichols received in May 2017 for his services as a director, which shares vested in May 2018. For Mr.
Birchfield, represents the portion of his retention bonus that was awarded in August 2018 in connection with the execution of his employment agreement that the Board chose not to exercise its ability to recoup a portion of the bonus
upon Mr. Birchfield’s resignation in October 2018 in exchange for the execution of a standard release agreement, as described in “Potential Payments upon Termination or Change in Control.” For Mr. Case, represents $464,423 in
post-employment compensation received by Mr. Case under his severance, confidentiality, non-competition and non-solicitation agreement, $26,174 in COBRA benefits paid by us on Mr. Case’s behalf, plus $107,020 representing the value of
the 4,603 restricted shares that vested upon Mr. Case’s separation on February 15, 2018, as described in “Potential Payments upon Termination or Change in Control.”
|
1.
|
That no LTIP and VCIP stock grants
were or are expected to be paid, as the LTIP grants were ultimately forfeited due to our 2017 and 2018 results and no VCIP awards are expected to be paid for the 2017-2019 and 2018-2020 performance periods;
|
2.
|
Our NEOs were paid less in 2017 and
2018, when we did not meet our performance objectives; and
|
3.
|
Mr. Nichols’ stock
grant is structured to incentivize our stock price performance through his continued service as Chairman of the Board, even after he is no longer serving as our Interim CEO, as vesting of his 85,000 restricted shares of our
Class B common stock will not occur until October 2019 (42,500 shares) through October 2021 (with 21,250 shares vesting in both October 2020 and October 2021).
|
Name
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Non-Equity Incentive Compensation
|
All Other Compensation
|
Total
|
|||||||||||||
John D. Nichols, Jr.
|
2018
|
$
|
99,231
|
$
|
0
|
$
|
1,932,942
|
$
|
0
|
$
|
77,674
|
$
|
2,109,847
|
|||||||
Jeremy F. Goldstein
|
2018
|
401,700
|
65,000
|
0
|
0
|
34,175
|
456,234
|
|||||||||||||
Patrick S. Schmiedt
|
2018
|
302,961
|
17,361
|
0
|
0
|
37,173
|
357,495
|
|||||||||||||
Matthew A. Thompson
|
2018
|
475,000
|
0
|
0
|
0
|
40,770
|
515,770
|
|||||||||||||
2017
|
475,000
|
162,500
|
0
|
12,000
|
39,196
|
688,696
|
||||||||||||||
William C. Vens
|
2018
|
366,500
|
0
|
0
|
0
|
42,640
|
409,140
|
|||||||||||||
2017
|
366,500
|
40,000
|
0
|
0
|
41,026
|
447,526
|
||||||||||||||
W. Randall Birchfield
|
2018
|
503,077
|
16,667
|
100.975
|
0
|
228,781
|
849,500
|
|||||||||||||
2017
|
600,000
|
400,000
|
0
|
40,000
|
44,620
|
1,084,620
|
||||||||||||||
Michael J. Case
|
2018
|
88,654
|
0
|
0
|
0
|
617,290
|
705,944
|
|||||||||||||
2017
|
525,000
|
41,000
|
0
|
12,000
|
42,480
|
620,480
|
||||||||||||||
Steven A. Shapiro
|
2018
|
234,615
|
0
|
0
|
0
|
1,295
|
235,910
|
|||||||||||||
2017
|
500,000
|
200,000
|
0
|
0
|
10,600
|
710,600
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|||||||
Name
|
Type of Award (a)
|
Grant Date (b)
|
($)
|
($)
|
($)
|
($) (c)
|
($) (c)
|
($) (c)
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
Closing Stock Price on Grant Date ($/SH)
|
Grant Date FV of Stock and Option
Awards
|
|
John D. Nichols, Jr.
|
Other (d)
|
5/8/2018
|
1,735
|
23.05
|
$
|
39,992
|
||||||
Other (e)
|
11/13/2018
|
85,000
|
22.27
|
1,892,950
|
||||||||
William C. Vens
|
AIP
|
3/23/2018
|
0
|
200,000
|
400,000
|
|||||||
LTIP
|
3/23/2018
|
0
|
100,000
|
200,000
|
100,000
|
|||||||
VCIP
|
3/23/2018
|
0
|
100,000
|
200,000
|
100,000
|
|||||||
Jeremy F. Goldstein
|
AIP
|
2/15/2018
|
0
|
102,835
|
205,670
|
|||||||
LTIP
|
2/15/2018
|
18,177
|
72,708
|
145,415
|
72,708
|
|||||||
Patrick S. Schmiedt
|
AIP
|
2/15/2018
|
0
|
62,886
|
125,772
|
|||||||
LTIP
|
2/15/2018
|
8,497
|
33,990
|
67,980
|
33,990
|
|||||||
LTIP
|
9/10/2018
|
2,699
|
10,795
|
21,590
|
10,795
|
|||||||
Matthew A. Thompson
|
AIP
|
3/23/2018
|
0
|
125,000
|
250,000
|
|||||||
LTIP
|
3/23/2018
|
0
|
62,500
|
125,000
|
62,500
|
|||||||
VCIP
|
3/23/2018
|
0
|
62,500
|
125,000
|
62,500
|
|||||||
W. Randall Birchfield
|
AIP
|
3/23/2018
|
0
|
750,000
|
1,500,000
|
0
|
250,000
|
500,000
|
250,000
|
|||
LTIP
|
3/23/2018
|
0
|
400,000
|
800,000
|
400,000
|
|||||||
VCIP
|
3/23/2018
|
0
|
400,000
|
800,000
|
400,000
|
|||||||
Other (f)
|
8/23/2018
|
(#) 97,500
|
23.70
|
2,310,750
|
||||||||
Other (g)
|
8/23/2018
|
52,500
|
23.70
|
1,244,250
|
||||||||
Steven A. Shapiro
|
AIP
|
3/23/2018
|
0
|
300,000
|
600,000
|
|||||||
VCIP
|
3/23/2018
|
200,000
|
400,000
|
200,000
|
(a)
|
As described in “Executive Compensation Discussion and Analysis – Components of Executive
Compensation for 2018,” the Compensation Committee approved three main types of incentive awards for our NEOs:
|
i.
|
AIP – refers to annual cash incentive awards granted under the Annual Incentive Plan. Mr. Birchfield is the
only NEO for whom the Compensation Committee approved an equity portion of the AIP bonus. The equity portion of Mr. Birchfield’s AIP award would have been payable in unrestricted Class B common stock based on our achievement of
performance goals during the 2018 performance period.
|
ii.
|
LTIP – refers to annual equity awards granted under the Long-Term Plan. LTIP awards are payable in
restricted Class B common stock based on our achievement of performance goals during the 2018 performance period and, if earned, would have vested one year from the date of issue for Messrs. Vens, Thompson and Birchfield and annually in
equal portion over three years, beginning one year from the date of issue, for Messrs. Goldstein and Schmiedt.
|
iii.
|
VCIP – refers to value creation equity awards granted under the Long-Term Plan. VCIP awards are payable in
unrestricted Class B common stock based on our achievement of performance goals during the 2018-2020 performance period.
|
(b)
|
For AIP, LTIP, and VCIP awards, represents that date on which the applicable threshold, target and maximum
payouts for each NEO’s awards were established.
|
(c)
|
Unless otherwise noted, amounts reflect the grant date fair value of awards granted in 2018. The target,
maximum, and where applicable, threshold opportunities for the LTIP and VCIP awards are set for the performance period and are denominated in cash but payable only as Class B common stock. The number of shares to be received is
determined based on the closing price of our Class B common stock at the time the shares are issued following the close of the performance period. As described in “Executive Compensation Discussion and Analysis – Components of
Executive Compensation for 2018,” no shares of Class B common stock were issued to the NEOs in 2019 for 2018 performance.
|
(d)
|
Reflects the annual restricted stock award granted to Mr. Nichols as compensation for his service as a
director prior to being named Interim CEO.
|
(e)
|
Reflects the equity award granted to Mr. Nichols pursuant to his employment agreement as described in
“Executive Compensation Discussion and Analysis – Components of Executive Compensation for 2018 – Long-Term Incentives for 2018.”
|
(f)
|
Reflects the number of shares of the performance-based equity award Mr. Birchfield was eligible to earn
pursuant to his employment agreement as described in “Executive Compensation Discussion and Analysis – Components of Executive Compensation for 2018.” Mr. Birchfield forfeited this award upon his resignation in October 2018.
|
(g)
|
Reflects the equity retention award provided to Mr. Birchfield pursuant to his employment agreement as
described in “Executive Compensation Discussion and Analysis – Components of Executive Compensation for 2018.” Mr. Birchfield forfeited the shares that remained unvested under this award upon his resignation in October 2018.
|
|
||||||||||||
|
Option Awards
|
Stock Awards
|
||||||||||
|
Number of
|
Value
|
Number of
|
Value
|
||||||||
|
Shares
|
Realized
|
Shares
|
Realized
|
||||||||
|
Acquired on
|
Upon
|
Acquired on
|
Upon
|
||||||||
Name
|
Exercise (#)
|
Exercise ($)
|
Vesting (#) (a)
|
Vesting ($)
|
||||||||
John D. Nichols, Jr. (b)
|
0
|
$
|
0
|
1,653
|
$ |
37,440
|
||||||
William C. Vens
|
0
|
0
|
754
|
17,304
|
||||||||
Jeremy F. Goldstein
|
0
|
0
|
0
|
0
|
||||||||
Patrick S. Schmiedt
|
0
|
0
|
0
|
0
|
||||||||
Matthew A. Thompson
|
0
|
0
|
717
|
16,455
|
||||||||
W. Randall Birchfield (c)
|
0
|
0
|
8,455
|
194,611
|
||||||||
Steven A. Shapiro
|
0
|
0
|
1,199
|
27,517
|
||||||||
Michael J. Case (d)
|
0
|
0
|
7,603
|
212,659
|
(a)
|
Unless noted below, represents restricted shares awarded under our Executive Plan for
calendar years 2015 (awarded in February 2016), and 2016 (awarded in February 2017), which vested in February 2018.
|
(b)
|
Represents the number of shares of restricted stock granted to Mr. Nichols in May 15, 2017
as compensation for his service as a director, which shares vested on May 9, 2018.
|
(c)
|
Represents 4,080 shares awarded to Mr. Birchfield under our Executive Plan for calendar
years 2015 (awarded in February 2016), and 2016 (awarded in February 2017), which vested in February 2018, plus 4,375 shares awarded under his equity retention award, which vested on September 30, 2018.
|
(d)
|
Represents 3,000 shares awarded to Mr. Case under our Executive Plan for calendar years 2015
(awarded in February 2016), and 2016 (awarded in February 2017), which vested in February 2018, plus 4,603 shares awarded under our Executive Plan which vested upon his separation from the Corporation in February 2018.
|
|
Stock Awards
|
|||
|
Number of Shares or Units of Stock that Have Not Vested (#) (a)
|
Market Value of Shares or Units of Stock that Have Not Vested ($) (b)
|
Equity Plan Awards: Number of Unearned Shares or Units that Have Not Vested (#) (c)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units that Have Not Vested ($)
|
|
||||
|
||||
|
||||
Name
|
||||
John D. Nichols, Jr. (d)
|
86,735
|
1,444,138
|
n/a
|
n/a
|
William C. Vens
|
1,509
|
25,125
|
n/a
|
n/a
|
Jeremy F. Goldstein
|
0
|
0
|
n/a
|
n/a
|
Patrick S. Schmiedt
|
0
|
0
|
n/a
|
n/a
|
Matthew A. Thompson
|
1,434
|
23,876
|
n/a
|
n/a
|
W. Randall Birchfield
|
0
|
0
|
n/a
|
n/a
|
Steven A. Shapiro
|
0
|
0
|
n/a
|
n/a
|
Michael J. Case
|
0
|
0
|
n/a
|
n/a
|
(a)
|
For Messrs. Vens and Thompson, represents unvested shares awarded under our Executive Plan
for calendar year 2016 (awarded in February 2017). One half of the shares vested in February 2019 and one half will vest in February 2020 and are subject to forfeiture in the event of resignation or termination for cause.
|
(b)
|
Valued using the closing price of the Corporation’s Class B common stock on December 31, 2018 of $16.65.
|
(c)
|
This table does not include the VCIP award for the 2017-2019 or the 2018-2020 performance periods because (a)
these award opportunities are denominated in dollars and (b) the payout, if any, earned by the named executive officers will be made in stock based on achievement of the cumulative operating income measures over the performance period.
No payout is expected for the 2017-2019 or the 2018-2020 performance periods. The table does not include the LTIP award granted in 2018 because the performance period concluded during fiscal year 2018 and no shares were earned based
upon actual performance. For additional information about the VCIP award, see footnote (b) to the Summary Compensation Table and the Grants of Plan-Based Awards Table above.
|
(d)
|
Represents 1,735 unvested restricted shares Mr. Nichols received for his services as a director of the
Corporation from January 2018 through September 2018, which will vest on May 8, 2019, and 85,000 unvested restricted shares granted to Mr. Nichols under our Long-Term Plan pursuant to his employment agreement as described in “Executive
Compensation Discussion and Analysis – Components of Executive Compensation for 2018 – Long-Term Incentives for 2018,” which shares are subject to forfeiture under the terms of the agreement and will vest according to the following
schedule: 42,500 shares will vest as of October 17, 2019; 21,250 shares will vest as of October 17, 2020; and 21,250 will vest as of October 17, 2021.
|
Plan Category
|
(1)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)
|
(2)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)
|
(3)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans [excluding Securities reflected in
column (1)] (#)
|
Equity compensation plans approved by security holders (a)
|
0(b)
|
-
|
869,936 (c)
|
Equity compensation plans not approved by security holders (d)
|
0
|
-
|
0
|
Total
|
0
|
-
|
869,936
|
(a)
|
Includes the Restricted Stock Plan and Long-Term Plan.
|
(b)
|
We had 107,028 shares of unvested restricted stock outstanding as of December 31, 2018,
which are not included in column (1).
|
(c)
|
Includes 0 shares available for future issuance under the Restricted Stock Plan and 869,936 shares available
for future issuance under the Long-Term Plan.
|
(d)
|
We do not maintain any equity compensation plans that have not been approved by our shareholders.
|
Acceleration or Continuation
of Equity Awards (2)
|
||||||||||||||||
Cash Payment
|
AIP Award for Year of
Termination (1)
|
Medical, Dental
and Vision Coverage (3)
|
Total Post-Termination
Payment & Benefit Value
|
|||||||||||||
John D. Nichols, Jr.
|
||||||||||||||||
Upon a change in control(4)
|
$
|
0
|
$
|
0
|
$
|
1,444,138
|
$
|
0
|
$
|
1,444,138
|
||||||
Corporation initiated (not for cause) following a change of control(5)
|
$
|
200,769
|
$
|
0
|
$
|
1,444,138
|
$
|
0
|
$
|
1,644,907
|
||||||
Good reason termination by employee following a change of control
|
$
|
0
|
$
|
0
|
$
|
1,444,138
|
$
|
0
|
$
|
1,444,138
|
||||||
Corporation initiated (not for cause)(5)
|
$
|
200,769
|
$
|
0
|
$
|
1,444,138
|
$
|
0
|
$
|
1,644,907
|
||||||
Good reason termination by employee
|
$
|
0
|
$
|
0
|
$
|
1,444,138
|
$
|
0
|
$
|
1,444,138
|
||||||
Retirement(6)
|
$
|
0
|
$
|
0
|
$
|
1,415,250
|
$
|
0
|
$
|
1,415,250
|
||||||
Resignation
|
$
|
0
|
$
|
0
|
$
|
1,415,250
|
$
|
0
|
$
|
1,415,250
|
||||||
Death
|
$
|
0
|
$
|
0
|
$
|
1,444,138
|
$
|
0
|
$
|
1,444,138
|
||||||
Disability
|
$
|
0
|
$
|
0
|
$
|
1,444,138
|
$
|
0
|
$
|
1,444,138
|
||||||
For cause(5)
|
$
|
200,769
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
200,769
|
||||||
William C. Vens
|
||||||||||||||||
$
|
0
|
$
|
0
|
$
|
325,125
|
$
|
0
|
$
|
325,125
|
|||||||
Corporation initiated (not for cause) or good reason termination by employee following a
change of control
|
$
|
0
|
$
|
0
|
$
|
225,125
|
$
|
0
|
$
|
225,125
|
||||||
Corporation initiated (not for cause)
|
$
|
0
|
$
|
0
|
$
|
25,175
|
$
|
0
|
$
|
25,175
|
||||||
Retirement(6)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Resignation
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Death
|
$
|
0
|
$
|
0
|
$
|
225,125
|
$
|
0
|
$
|
225,125
|
||||||
Disability
|
$
|
0
|
$
|
0
|
$
|
225,125
|
$
|
0
|
$
|
225,125
|
||||||
For cause
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Matthew A. Thompson
|
||||||||||||||||
Upon a change in control(4)
|
$
|
0
|
$
|
0
|
$
|
211,376
|
$
|
0
|
$
|
211,736
|
||||||
Corporation initiated (not for cause) following a change of control (7)
|
$
|
600,000
|
$
|
0
|
$
|
148,876
|
$
|
26,585
|
$
|
775,461
|
||||||
Good reason termination by employee following a change
of control (8) |
$
|
1,075,000
|
$
|
0
|
$
|
148,876
|
$
|
0
|
$
|
1,223,876
|
||||||
Corporation initiated (not for cause)(7)
|
$
|
600,000
|
$
|
0
|
$
|
148,876
|
$
|
26,585
|
$
|
650,461
|
||||||
Good reason termination by employee
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Retirement(6)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Resignation
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Death
|
$
|
0
|
$
|
0
|
$
|
148,876
|
$
|
0
|
$
|
148,876
|
||||||
Disability
|
$
|
0
|
$
|
0
|
$
|
148,876
|
$
|
0
|
$
|
148,876
|
||||||
For cause or dishonest activities, fraud, gross neglect of duties or misconduct
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Jeremy F. Goldstein
|
||||||||||||||||
Upon a change in control(4)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Corporation initiated (not for cause) or good reason termination by
employee following a change of control(9)
|
$
|
1,028,943
|
$
|
0
|
$
|
0
|
$
|
34,448
|
$
|
1,063,391
|
||||||
Corporation initiated (not for cause) or good reason termination by employee(9)
|
$
|
1,028,943
|
$
|
0
|
$
|
0
|
$
|
34,448
|
$
|
1,063,391
|
||||||
Retirement(6)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Resignation
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Death
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Disability
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
For cause or dishonest activities, fraud, gross neglect of duties or misconduct
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Patrick S. Schmiedt
|
||||||||||||||||
Upon a change in control(4)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Corporation initiated (not for cause) or good reason termination by employee following a
change of control(9)
|
$
|
857,671
|
$
|
0
|
$
|
0
|
$
|
22,338
|
$
|
880,009
|
||||||
Corporation initiated (not for cause) or good reason termination by
employee(9)
|
$
|
857,671
|
$
|
0
|
$
|
0
|
$
|
22,338
|
$
|
880,009
|
||||||
Retirement(6)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Resignation
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Death
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Disability
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
For cause or dishonest activities, fraud, gross neglect of duties or
misconduct
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
(1)
|
For all NEOs, if employment is terminated by us
without cause during a performance period, the NEO will be paid a pro-rated award under the Annual Incentive Plan if required under the terms of a written agreement between us and the NEO. If a NEO’s employment is terminated due to
death or disability during a performance period, the NEO will be paid a pro-rated award under the Annual Incentive Plan. In each case, the pro-rated award is determined based on actual performance during the performance period. No awards were earned based on actual performance during the 2018 performance period. Upon a change in control, awards under the Annual
Incentive Plan will be calculated based on our performance as of the date of the change in control. Assuming that a change in control occurred on December 31, 2018, no awards would have been earned under the Annual Incentive Plan
based on performance as of such date.
|
(2)
|
Represents the value of the unvested equity awards
granted under the Restricted Stock Plan and the Long-Term Plan held by the NEO that would vest or continue to vest upon the indicated termination, calculated by multiplying the number of shares that would vest or continue to vest by
$16.65, the closing price of our Class B common stock on December 31, 2018.
|
(3)
|
Estimate based on the average cost per employee to the Corporation
for these coverages.
|
(4)
|
Assumes that the outstanding unvested awards are not assumed,
replaced or substituted in connection with a change in control.
|
(5)
|
Under Mr. Nichols’ employment agreement, if he is terminated for any
reason prior to April 17, 2019, he is entitled to six months of base salary (including any base salary earned prior to his termination). The amount in the “Cash Payment” column for Mr. Nichols represents the portion of the six months
of his base salary that was not paid as of December 31, 2018 and would be payable in installments in accordance with our regular payroll practices.
|
(6)
|
None of the NEOs meet the criteria for retirement under the
Restricted Stock Plan. Mr. Thompson does not meet the requirement for retirement set forth in his confidentiality, non-competition
and non-solicitation agreement.
|
(7)
|
Represents the amounts payable to Mr. Thompson under his
confidentiality, non-competition and non-solicitation agreement if he is terminated by us other than for dishonest activities, fraud, gross neglect of duty or misconduct, and includes (i) 12 months of his base salary, (ii) a pro-rated
share of his target AIP award for the year in which the separation occurs, (iii) vesting of any awarded but unvested bonus provided under the Long-Term Plan related to performance periods prior to the year in which the separation
occurs, and (iv) all costs associated with the continuation of his medical, dental and vision benefits under COBRA for 12 months, which amounts would be paid over 12 months in accordance with our regular payroll practices.
|
(8)
|
Represents the amounts payable to Mr. Thompson under his
confidentiality, non-competition and non-solicitation agreement if he resigns for good reason on or before the two-year anniversary of a change in control, and includes (i) 24 months of his base salary, and (ii) his target AIP award for
the year in which the separation occurs, which amounts would be paid within 30 days of the effect date of a release of claims executed by Mr. Thompson.
|
(9)
|
Represents the amounts payable to each of Mr. Goldstein and Mr.
Schmiedt under his respective confidentiality, non-competition and non-solicitation agreement if he is terminated by us other than for dishonest activities, fraud, gross neglect of duty or misconduct or if he resigns for good reason
(which includes termination of employment on or before the two-year anniversary of a change in control), and includes (i) 24 months of his base salary, (ii) his holiday bonus for two years, (iii) an award equal to his annual incentive
bonus, including the AIP and the LTIP award, for the year in which the separation occurs, and (iv) all costs associated with the continuation of his medical, dental and vision benefits under COBRA for 12 months, which amounts would be
paid over 24 months in accordance with our regular payroll practices.
|
(a)
|
The annual total compensation for our median employee for 2018 was $62,429.
|
(b)
|
The annual total compensation of Mr. Nichols, as reported in the Summary Compensation Table included elsewhere within this Proxy
Statement was $2,109,847 which, when his salary and perquisites were annualized, equates to a total annual compensation of $2,784,141.
|
(c)
|
Based on this information, for 2018 the ratio of the annual total compensation of our CEO to the median of the annual total
compensation of all employees (“CEO Pay Ratio”) was reasonably estimated to be 45 to 1.
|
(a)
|
We determined that, as of December 31, 2017, our employee population consisted of approximately 537 individuals. This population
consisted of our full-time, part-time, and temporary employees.
|
(b)
|
We used a consistently applied compensation measure to identify our median employee by comparing the amount of gross earnings
paid in 2017. We identified our median employee by consistently applying this compensation measure to all of our employees included in the analysis. For individuals hired after January 1, 2017 that were included in the employee
population, we calculated these compensation elements on an annualized basis. We did not make any cost of living adjustments in identifying the median employee.
|
(c)
|
After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2018 year in
accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of the median employee.
|
Name and Address of Beneficial Owner
|
Number of Class A Shares and Nature of Beneficial Ownership (a)
|
Percent of Class A Shares
|
Shapiro Family Interests
|
1,258,700
|
48.1%
|
(in the aggregate) (b)
|
||
799 Central Avenue
|
||
Highland Park, Illinois 60035
|
||
Nathan Shapiro (c)
|
1,137,066
|
43.5%
|
Robert Shapiro (d)
|
865,259
|
33.1%
|
Norton Shapiro
|
758,625
|
29.0%
|
John D. Weil (e)
|
|
|
4625 Lindell Blvd., Suite #335
|
186,771
|
7.1%
|
St. Louis, Missouri 63108
|
|
|
(a)
|
Shares as to which the beneficial owner has, or may be deemed to have, sole voting and
investment powers as to Class A shares, except as otherwise noted.
|
(b)
|
Information with respect to the Shapiro family interests was obtained from Amendment No. 13 to Schedule 13D
dated December 23, 1986, and Forms 4 and 5 as filed by such persons with the Securities and Exchange Commission and delivered to us, and additional information was provided by Nathan Shapiro. The amounts shown for the individuals are
included in the amount shown for the Shapiro family interests in the aggregate and included in the total shares for Nathan, Norton, and Robert Shapiro, who are brothers. The Class A shares reported for the Shapiro family interests
include (i) 353,250 shares (13.5%) held of record by the Shapiro Family Limited Partnership – Gift Shares, for which Nathan Shapiro is the general partner and Norton and Robert Shapiro are limited partners and beneficiaries; (ii)
178,125 shares (6.8%) held of record by Diversified Enterprises, which is an Illinois partnership of which Nathan and Robert Shapiro are beneficial owners, and (iii) 219,750 shares (8.4%) held by JEG Enterprises, an Illinois partnership
for which Nathan and Robert Shapiro are beneficial owners and whose partners include Gebalt Fur Dressers, Jay Ell Company and other entities for which Nathan and Robert Shapiro are partners and beneficiaries. These shares, totaling
751,125 Class A shares (28.7%), are included in the listing for individual beneficial ownership of each of the Shapiro Family members listed above.
|
(c)
|
Includes
44,859 Class A shares (1.7%) held by New Horizons, Inc., a corporation of which Nathan Shapiro is the controlling shareholder; 21,375 Class A shares (.8%) held by Illinois Diversified, a general partnership to which beneficial
ownership is held by Nathan Shapiro; and 173,062 Class A shares (6.6%) held by NS Associates, Inc., a corporation of which Nathan Shapiro is the controlling shareholder.
|
(d)
|
Includes 3,884 shares (.1%) held of record by Emlin Cosmetics, Inc., an Illinois corporation of which Robert
Shapiro has voting and investment powers.
|
(e)
|
Information with respect to the interests of John D. Weil was obtained from Amendment No. 7 to Schedule 13D,
dated March 14, 2019. The shares reported include shares held in the name of family members, including Mr. Weil’s spouse, family trusts and a family limited partnership. Mr. Weil has reported that he has sole voting and dispositive
power as to 19,270 Class A shares and shared voting and dispositive power as to 167,501 Class A shares, subject to the limitation that Mr. Weil has disclaimed any beneficial ownership in the Class A shares held by his spouse in a
revocable trust for her benefit and Class A shares held by various adult members of his family and extended family.
|
|
Class A Shares
|
Class B Shares
|
||||||
Name of Beneficial Owner or Identity of Group (1)
|
Number
|
Percent (2)
|
Number (3)
|
Percent (2)
|
||||
Steven J. Bensinger
|
0
|
|
0.0%
|
|
8,643
|
|
*
|
|
Stuart D. Bilton
|
0
|
|
0.0%
|
|
50,282
|
|
*
|
|
Otto N. Frenzel, IV
|
3,132
|
|
*
|
|
29,116
|
|
*
|
|
Jeremy F. Goldstein
|
0
|
|
0.0%
|
|
0
|
|
0.0%
|
|
LoriAnn V. Lowery-Biggers
|
0
|
|
0.0%
|
|
2,992
|
|
*
|
|
David W. Michelson
|
0
|
|
0.0%
|
|
10,135
|
|
*
|
|
John D. Nichols, Jr.
|
0
|
|
0.0%
|
|
109,088
|
|
*
|
|
James A. Porcari, III
|
0
|
|
0.0%
|
|
7,484
|
|
*
|
|
Nathan Shapiro (4)
|
1,137,066
|
|
43.5%
|
|
2,514,132
|
|
20.5%
|
|
Robert Shapiro (4)
|
865,259
|
|
33.1%
|
|
1,857,037
|
|
15.2%
|
|
Patrick S. Schmiedt
|
40
|
|
*
|
|
90
|
|
*
|
|
Matthew A. Thompson
|
0
|
|
0.0%
|
|
3,359
|
|
*
|
|
William C. Vens
|
0
|
|
0.0%
|
|
17,001
|
|
*
|
|
W. Randall Birchfield (5)
|
0
|
|
0.0%
|
|
12,881
|
|
*
|
|
Steven A. Shapiro (4)
|
773,460
|
|
29.6%
|
|
1,815,076
|
|
14.8%
|
|
Michael J. Case (6)
|
0
|
|
0.0%
|
|
10,239
|
|
*
|
|
All current directors and
executive officer (7)
|
1,254,372
|
|
48.0%
|
|
2,799,745
|
|
|
(1)
|
Unless otherwise indicated, shares disclosed are those as to which the beneficial owner has sole voting and
investment power with respect to Class A shares or sole investment power with respect to Class B shares and includes shares of unvested restricted stock and the beneficial interests of spouses and minor children who share the same
residence as the named individual.
|
(2)
|
Ownership percentages marked as * represent less than 1% of the Class A shares or Class B shares, as
applicable.
|
(3)
|
A total of 2,615,339 Class A shares and 12,234,130 Class B shares were issued and outstanding, including
restricted shares not yet vested, as of March 18, 2019.
|
(4)
|
See “Beneficial Owners of More than 5% of the Class A Common Stock” for additional information on Class A
shares. The shares reported in the above table for Nathan, Robert, and Steven Shapiro include (i) 353,250 Class A and 360,875 Class B shares held by the Shapiro Family Limited Partnership – Gift Shares, for which Nathan Shapiro is the
general partner and Robert Shapiro is a limited partners and beneficiary; (ii) 178,125 Class A shares and 559,500 Class B shares held of record by Diversified Enterprises, which is an Illinois partnership of which Nathan and Robert
Shapiro are beneficial owners, and (iii) 219,750 Class A shares and 879,000 Class B shares held by JEG Enterprises, an Illinois partnership for which Nathan and Robert Shapiro are beneficial owners and whose partners include Gebalt Fur
Dressers, Jay Ell Company and other entities for which Nathan and Robert Shapiro are partners and beneficiaries.
|
(5)
|
Share ownership for Mr. Birchfield is as of October 17, 2018, the last day of Mr. Birchfield’s employment
with the Corporation.
|
(6)
|
Share ownership for Mr. Case is as of February 15, 2018, the last day of Mr. Case’s employment with the
Corporation.
|
(7)
|
Total ownership by our current executive officers and Directors as a group equals 27.1% of the aggregate of
all Class A and Class B shares outstanding on the record date.
|
Annual Meeting Proxy Card
|
Proposal 1 - Election of Directors:
|
|
For
|
Withhold
|
|
All Directors
|
☐
|
☐
|
|
Or Individually:
|
|
|
(A)
|
Steven J. Bensinger
|
☐
|
☐
|
(B)
|
Stuart D. Bilton
|
☐
|
☐
|
(C)
|
Otto N. Frenzel IV
|
☐
|
☐
|
(D)
|
LoriAnn Lowery-Biggers
|
☐
|
☐
|
(E)
|
David W. Michelson
|
☐
|
☐
|
(F)
|
John D. Nichols, Jr.
|
☐
|
☐
|
(G)
|
James A. Porcari III
|
☐
|
☐
|
(H)
|
Nathan Shapiro
|
☐
|
☐
|
(I)
|
Robert Shapiro
|
☐
|
☐
|
Proposal 2 - Ratify the appointment of Ernst & Young LLP as Independent Auditor for the Corporation for 2019:
|
|
|
For
|
Against
|
Abstain
|
☐
|
☐
|
☐
|
Proposal 3 - Advisory approval of the Corporation's executive officer compensation:
|
|
|
For
|
Against
|
Abstain
|
☐
|
☐
|
☐
|
Date (mm/dd/yyyy) — Please print date below
|
|
Signature 1 - Please keep signature within the box
|
|
Signature 2 - Please keep signature within the box
|
|