def14a
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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þ Definitive Proxy Statement
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o Soliciting Material Pursuant to Rule 14a-12
Baldwin Technology Company, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
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TABLE OF CONTENTS
BALDWIN
TECHNOLOGY COMPANY, INC.
2
Trap Falls Road
Suite 402
Shelton, CT 06484
Notice of Annual Meeting of Stockholders
To Be Held November 16, 2010
To the Stockholders:
The Annual Meeting of Stockholders of Baldwin Technology
Company, Inc. (the Company) will be held at the
offices of the Company, 2 Trap Falls Road, Suite 402,
Shelton, Connecticut, on Tuesday, the 16th day of November,
2010 at 10:00 a.m., Eastern Standard Time, for the
following purposes:
1. To elect three Class II Directors to serve for
three-year terms or until their respective successors are duly
elected and qualified; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Only stockholders of record as of the close of business on
September 30, 2010, are entitled to receive notice of and
to vote at the meeting. A list of such stockholders shall be
open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of ten days prior to the meeting, at the offices of the
Company.
By Order of the Board of Directors.
Helen P. Oster
Secretary
Shelton, Connecticut
October 14, 2010
PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY VOTE YOUR SHARES OF STOCK
PERSONALLY, WHETHER OR NOT YOU HAVE PREVIOUSLY SUBMITTED A
PROXY.
IMPORTANT NOTICE REGARDING THE AVAILABILTY OF PROXY MATERIALS
FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 16, 2010.
The Baldwin Technology Company, Inc. Proxy Statement for the
2010 Annual Meeting of Stockholders, Proxy Cards, and the Fiscal
2010 Annual Report to Stockholders and Report on
Form 10-K
for the fiscal year ended June 30, 2010 are available free
of charge at
http://www.annualmeeting.baldwintech.com.
BALDWIN
TECHNOLOGY COMPANY, INC.
Shelton,
Connecticut
October 14, 2010
The accompanying Proxy is solicited by and on behalf of the
Board of Directors of Baldwin Technology Company, Inc., a
Delaware corporation (the Company or
Baldwin), for use only at the Annual Meeting of
Stockholders (the Annual Meeting) to be held at the
offices of the Company, 2 Trap Falls Road, Suite 402,
Shelton, Connecticut on the 16th day of November, 2010 at
10:00 a.m., Eastern Standard Time, and at any adjournment
thereof. The approximate date on which this Proxy Statement and
accompanying Proxy will first be given or sent to stockholders
is October 14, 2010.
Each Proxy executed and returned by a stockholder may be revoked
at any time thereafter, by written notice to that effect to the
Company, attention of the Secretary, prior to the Annual
Meeting, or to the Chairman or the Inspectors of Election, at
the Annual Meeting, or by execution and return of a later-dated
Proxy, except as to any matter voted upon prior to such
revocation.
Proxies in the accompanying form will be voted in accordance
with the specifications made and, where no specifications are
given, will be voted FOR the election as Directors of the
nominees named herein and if any one or more of such nominees
should become unavailable for election for any reason then FOR
the election of any substitute nominee that the Board of
Directors of the Company may propose. At the discretion of the
proxy holders, the Proxies will also be voted FOR or AGAINST
such other matters as may properly come before the meeting. The
management of the Company is not aware of any other matter to be
presented for action at the meeting.
With regard to the election of Directors, votes may be cast in
favor of or withheld from each nominee; votes that are withheld
will be counted as present for purposes of determining the
existence of a quorum and will not have any effect on the vote.
Except for the election of Directors, abstentions may be
specified on all proposals and will be counted as present for
the purpose of determining the existence of a quorum regarding
the item on which the abstention is specified. Broker non-votes
will be counted for the purpose of determining the presence or
absence of a quorum, but will not be counted for any purpose in
determining whether a matter has been approved. A broker
non-vote occurs when a record or nominee holder holding shares
for a beneficial owner does not vote on a particular proposal
because the record or nominee holder does not have discretionary
voting instructions with respect to that proposal and has not
received voting instructions on the proposal from the beneficial
owner.
Important Change: There is an important change this
year regarding broker non-votes and director elections. A NYSE
rule change that is effective for the 2010 Annual Meeting of
Stockholders no longer permits brokers to vote in the election
of Directors if the broker has not received instructions from
its customer, the beneficial owner. This represents a
significant change from prior years, when brokers had
discretionary voting authority in the election of Directors.
Accordingly, it is particularly important that beneficial owners
instruct their brokers how they wish to vote their shares on the
election of Directors. Regardless of how you choose to vote,
your interest in the affairs of Baldwin Technology Company, Inc.
is important and we encourage you to vote promptly.
The required votes for the election of Directors is described
below under the caption Voting Securities.
With respect to any other matter requiring action at the
meeting, the affirmative vote of a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Class A Common Stock, par value $0.01 per shares (the
Class A Common Stock), and Class B Common
Stock, par value $0.01 per shares (the Class B Common
Stock), present, in person or by proxy, and entitled to
vote at the meeting, voting as a single class, with each share
of Class A Common Stock having one (1) vote per share
and each share of Class B Common Stock having ten
(10) votes per share, is required for the approval of any
such matter.
Important
Notice Regarding the Internet Availability of Proxy Materials
for the 2010 Annual Meeting
The U.S. Securities and Exchange Commission, or SEC,
adopted
e-proxy
rules that require companies to post their proxy materials on
the internet and permit them to provide only a Notice of
Internet Availability of Proxy Materials to stockholders. The
Company has chosen to follow the SECs full set
delivery option, and therefore, although we are posting a full
set of our proxy materials (this proxy statement, the proxy card
and our Annual Report for the fiscal year ended June 30,
2010) online, we are also mailing a full set of our proxy
materials to our stockholders by mail. Therefore, even if you
previously consented to receiving your proxy materials
electronically, you will receive a copy of these proxy materials
by mail. We believe that mailing a full set of proxy materials
will help ensure that a majority of our outstanding Class A
Common Stock and Class B Common Stock is present in person
or represented by proxy at our meeting. We also hope to help
maximize stockholder participation. However, we will continue to
evaluate the option of providing only a Notice of Internet
Availability of Proxy Materials to some or all of our
stockholders in the future.
The Companys Proxy Statement for the 2010 Annual Meeting
of Stockholders and the Companys Annual Report to
Stockholders for the fiscal year ended June 30, 2010 are
available at
http://www.annualmeeting.baldwintech.com
.
We are mailing a full set of our printed proxy materials to
stockholders of record on or about October 14, 2010. On
this date, all stockholders of record and beneficial owners will
have the ability to access all of the proxy materials on the web
site referred to above. These proxy materials will be available
free of charge.
2
VOTING
SECURITIES
The Board of Directors has fixed the close of business on
September 30, 2010 as the record date for the determination
of stockholders entitled to receive notice of and to vote at the
Annual Meeting. The issued and outstanding stock of the Company
on September 30, 2010 consisted of 14,608,635 shares
of Class A Common Stock and 1,092,555 shares of
Class B Common Stock.
With respect to the election of Directors, the holders of
Class A Common Stock, voting as a separate class, are
entitled to elect 25% of the total number of Directors (or the
nearest higher whole number) constituting the entire Board of
Directors. Accordingly, the holders of Class A Common Stock
are entitled to elect two of the six Directors that will
constitute the entire Board of Directors. Holders of
Class B Common Stock, voting as a separate class, are
entitled to elect the remaining Directors, so long as the number
of outstanding shares of Class B Common Stock is equal to
at least 12.5% of the number of outstanding shares of both
classes of Common Stock as of the record date. If the number of
outstanding shares of Class B Common Stock is less than
12.5% of the total number of outstanding shares of both classes
of Common Stock as of the record date, the remaining directors
are elected by the holders of both classes of Common Stock
voting together as a single class, with the holders of
Class A Common Stock having one vote per share and the
holders of Class B Common Stock having ten votes per share.
As of September 30, 2010, the number of outstanding shares
of Class B Common Stock constituted approximately seven
(7%) percent of the total number of outstanding shares of both
classes of Common Stock. Accordingly, the holders of
Class A Common Stock and Class B Common Stock, voting
together as a single class, are entitled to elect four of the
six Directors that will constitute the entire Board of Directors.
Except with respect to the election or removal of Directors and
certain other matters with respect to which Delaware law
requires each class to vote as a separate class, the holders of
Class A Common Stock and Class B Common Stock vote as
a single class on all matters, with each share of Class A
Common Stock having one (1) vote per share and each share
of Class B Common Stock having ten (10) votes per
share. A quorum of stockholders is constituted by the presence,
in person or by proxy, of holders of a majority in number of the
total outstanding shares of stock of the Company entitled to
vote at such meeting.
With respect to the election or removal of Directors and certain
other matters with respect to which Delaware law requires each
class to vote as a separate class, a quorum of the stockholders
of each such class is constituted by the presence, in person or
by proxy, of holders of a majority in number of the total
outstanding shares of such class. As stated above, proxies
withheld and broker non-votes will be excluded entirely with
respect to the election of Directors and have no effect on the
votes thereon.
CORPORATE
GOVERNANCE
Board
Independence
The Board has determined that Mr. Rolf Bergstrom,
Mr. Ronald B. Salvagio and Mr. Claes Warnander are
independent directors (Independent Directors) under
the listing standards of the New York Stock Exchange Amex
(NYSE Amex) and the rules of the Securities and
Exchange Commission (SEC). Mr. Gerald A. Nathe,
who retired as an employee on June 30, 2010, and
Mr. Mark T. Becker, an employee of the Company, and
Mr. Samuel B. Fortenbaugh III, counsel to the Company, are
not considered independent directors. The Independent Directors
3
have elected Mr. Rolf Bergstrom as the Lead Director. Prior
to his becoming President and CEO of the Company on
October 1, 2010, Mr. Becker served as interim Lead
Director and chair of the Ad Hoc Advisory Committee.
Code of
Conduct and Business Ethics
The Company adopted a revised Code of Conduct and Business
Ethics (the Code) in August 2010, replacing the
previous Code of Business Ethics adopted in August 2009. The
Code has been distributed to all directors and employees of the
Company. Written acknowledgment of understanding and compliance
is required of all directors, executive officers, senior
managers and financial and information technology staff
annually. The current version of the Code is posted on the
Companys web site (www.baldwintech.com) under the
Corporate Governance Section.
Board
Statement of Principles
The Board has adopted a Statement of Principles, which, as most
recently updated in August 2010, is posted on the Companys
web site (www.baldwintech.com) under the Corporate
Governance Section.
Committee
Charters
The Board of Directors first adopted written charters for the
Audit, Compensation and Executive Committees of the Board in
2001. In February 2009, the Board of Directors established a
Nominating Committee and adopted a written charter for that
committee. Each of the aforementioned charters are reviewed
annually, and amended if appropriate. The Audit Committee
Charter, the Nominating Committee Charter and the Executive
Committee Charter were most recently updated in June 2010. The
Compensation Committee Charter was most recently updated in
August 2010. All the charters, as amended, are posted on the
Companys web site (www.baldwintech.com) under the
Corporate Governance Section.
Board and
Committee Attendance
During fiscal year 2010, each Director attended at least 75% of
the aggregate number of meetings of the Board and Committees on
which he or she served. All of the Directors except one who were
serving as Directors at the time attended the Companys
2009 Annual Meeting of Stockholders held on November 10,
2009. Directors are expected, but not required, to attend the
2010 Annual Meeting of Stockholders. The Board of Directors and
the Audit and Compensation Committees each hold meetings on at
least a quarterly basis, the Nominating Committee meets at least
twice a year, and the Independent Directors meet as often as
necessary to fulfill their responsibilities, including meeting
at least annually in executive session without the presence of
non-independent Directors and management.
Executive
Committee
The Executive Committee meets on call and has authority to act
on most matters during the intervals between Board meetings.
During the fiscal year ended June 30, 2010, the Executive
Committee held one (1) meeting and acted by unanimous
written consent once. The Executive Committee presently consists
of Gerald A. Nathe (Chairman), Mark T. Becker (the
Companys new President and CEO), Samuel B.
Fortenbaugh III and Claes Warnander. The charter of the
Executive Committee, as most recently amended in June 2010, is
posted on the Companys web site
(www.baldwintech.com) under the Corporate Governance
Section.
4
Audit
Committee
The Audit Committee assists the Board in ensuring the quality
and integrity of the Companys financial statements, and
that a proper system of accounting, internal controls and
reporting practices are maintained by the Company. During the
fiscal year ended June 30, 2010, the Audit Committee held
four (4) regular meetings and eleven (11) special
meetings. The Audit Committee presently consists of Ronald B.
Salvagio (Chairman) and Rolf Bergstrom. Prior to October 1,
2010, Mark T. Becker was also a member of the Audit Committee.
The Board intends to add a third member to the Audit Committee
at its next meeting. The charter of the Audit Committee, as most
recently amended in June 2010, is posted on the Companys
web site (www.baldwintech.com) under the Corporate
Governance Section. The Board of Directors has determined that
all of the members of the Audit Committee are
independent, as defined by the rules of the SEC and
the NYSE Amex and that Mr. Salvagio qualifies as an
Audit Committee Financial Expert.
Compensation
Committee
The Compensation Committee has the responsibility for, among
other things, reviewing and making recommendations to the full
Board concerning compensation and benefit arrangements for the
executive officers of the Company, other than the Chief
Executive Officer. The Compensation Committee also administers
the Companys 2005 Equity Compensation Plan (2005
Plan). During the fiscal year ended June 30, 2010,
the Compensation Committee met four (4) times and acted by
unanimous written consent once. The Compensation Committee
presently consists of Claes Warnander (Chairman) and Samuel B.
Fortenbaugh III. Prior to October 1, 2010, Mark T. Becker
was also a member of the Compensation Committee. The Board
intends to add a third member to the Compensation Committee at
its next meeting. The charter of the Compensation Committee, as
most recently amended in August 2010, is posted on the
Companys web site (www.baldwintech.com) under the
Corporate Governance Section. The Board of Directors has
determined that one of the current members of the Committee is
independent as defined by the rules of the NYSE
Amex. Mr. Fortenbaugh, who is not independent
due to his providing legal services to the Company, was
appointed to the Compensation Committee in November 2009 under a
special limited exception to the rules of the NYSE Amex since
the Board determined it was in the best interest of the Company
and its stockholders for Mr. Fortenbaugh to serve on the
Compensation Committee. See also Role of Compensation
Committee in the Compensation Discussion and Analysis
section below.
Nominating
Committee
The Nominating Committee assists the Board in achieving the
highest possible level of performance in fulfilling its
oversight responsibilities. The Nominating Committee is
responsible for implementing processes to assess the Board and
its committees, and reviews the Boards required status,
experience, mix of skills and other qualities to assure
appropriate Board composition. During the fiscal year ended
June 30, 2010, the Nominating Committee held four
(4) regular meetings and one (1) special meeting. The
Nominating Committee presently consists of Rolf Bergstrom,
Ronald B. Salvagio and Claes Warnander. The charter of the
Nominating Committee, as most recently amended in June 2010, is
posted on the Companys web site
(www.baldwintech.com) under the Corporate Governance
Section.
5
Ad Hoc
Advisory Committee
The Board of Directors established an Ad Hoc Advisory Committee
in May 2010 to study various strategic alternatives for the
Company. The Committee was comprised of the Independent
Directors, including Rolf Bergstrom (who was initially named
Chair of the Committee), Mark T. Becker (who was named Chair of
the Committee in June and served until his election on
October 1, 2010 as President and Chief Executive Officer of
the Company), Ronald B. Salvagio and Claes Warnander. The
Committee retained OBX Partners LLC, a strategic and financial
advisory firm, to act as financial advisor and strategic
consultant on behalf of the Committee, advising the Committee
with regard to any transactions being contemplated during the
term of the engagement, advising the Committee with regard to
the Companys budget and business plans, and with respect
to financing needs and liquidity of the Company. The Ad Hoc
Advisory Committee held four (4) meetings during the fiscal
year ended June 30, 2010 and four meetings since that time.
This Committee will conclude its work at the next Board of
Directors meeting on November 16, 2010.
Independent
Directors
The Independent Directors set compensation for the Chief
Executive Officer. During the fiscal year ended June 30,
2010, the Independent Directors held four (4) regular
meetings and one (1) special meeting. The Independent
Directors are Rolf Bergstrom (who currently serves as Lead
Director), Ronald B. Salvagio and Claes Warnander. The Statement
of Principles (Charter) of the Board of Directors, as most
recently amended in August 2010 and which sets forth in more
detail the duties and responsibilities of the Board and the
Independent Directors, is posted on the Companys web site
(www.baldwintech.com) under the Corporate Governance
Section.
Board
Leadership Structure and Role in Risk Oversight
The By-laws of the Company provide that the Board may elect from
among its members a Chairman of the Board and, if the Board so
determines, one or more Vice Chairmen to act in place of the
Chairman. Pursuant to this authority, the Board has elected
Mr. Gerald A. Nathe as the Chairman of the Board. Neither
the By-laws nor the Companys Corporate Governance
Guidelines specify that the position of Chairman may not be held
by a corporate officer, such as the President and Chief
Executive Officer of the Company, but the Company has had a
non-management Chairman since 2007. The Board believes this
leadership structure is appropriate for the Company at the
present time. The Board further believes that separation of the
roles of the Chairman of the Board and the Chief Executive
Officer at this time serves to support the Boards
leadership role in fulfilling its oversight responsibilities.
The Board has an active role as a whole, and also at the
Committee level, in overseeing management of the Companys
risks. The Board regularly receives reports from members of
senior management on areas of material risk to the Company,
including operational, financial, legal, regulatory,
environmental, and strategic and reputational risks. The full
Board or an appropriate Committee receives these reports from
the appropriate executive so that it may understand and oversee
the Companys strategies to identify, manage and mitigate
risks. When it is a Committee that receives the report, the
Chairman of that Committee makes a report on the discussion to
the full Board of Directors at its next meeting. The
Companys Compensation Committee is responsible for
overseeing the management of risks relating to the
Companys executive compensation plans and arrangements.
The Audit Committee oversees management of financial, legal and
regulatory risks. The Executive Committee overseas management of
the risks associated with the independence of the Board of
Directors and potential conflicts of interest, as well as risks
associated with corporate and financial strategies and merger
and acquisition transactions.
6
Stockholder
Communications with Directors
Any stockholder wishing to communicate with the Board or a
specified individual director may do so by contacting the
Companys Corporate Secretary, in writing, at the corporate
address listed on the notice to which this proxy statement is
attached, or by telephone at
(203) 402-1000.
The Corporate Secretary will forward to the Board or the
specified director a written,
e-mail or
phone communication. The Corporate Secretary has been authorized
by the Board to screen frivolous or unlawful communications or
commercial advertisements.
The Board
Nomination Process
The Company established a Nominating Committee in February 2009
comprised of all the Independent Directors. The Lead Director
serves as the Chairman of the Nominating Committee.
The Lead Director, together with the Chairman of the Board and
the Chief Executive Officer, are responsible for reviewing on an
annual basis, with the entire Board, the appropriate skills and
characteristics required of Board members in the context of the
then current
make-up of
the Board. This review includes an evaluation of judgment and
integrity, skills, diversity of background and experience,
technical knowledge, etc., all in the context of an assessment
of the perceived needs of the Board at that point in time and
with a view to realizing the Boards objectives.
The Lead Director, together with the Chairman of the Board and
the Chief Executive Officer and any Independent Director
available, will review the qualifications, and if appropriate
interview those individuals willing to serve, with the intent of
agreeing upon one or more candidates whose qualifications
include expertise needed to enhance the overall Board. Each
candidate who is agreed upon will have his credentials forwarded
to all Directors for review prior to being introduced to as many
Board members as possible. The Independent Directors will then
vote on whether to recommend the individual or individuals to
the full Board for selection by the full Board. If selected,
then depending upon the Class in which the candidate or
candidates are placed, the candidate or candidates will be
subject to eventual election by the Companys stockholders.
The Nominating Committee will consider director candidates
recommended by stockholders as long as such recommendations are
received at least 120 calendar days before the anniversary of
the date that the Company mailed its proxy materials in
connection with the previous years Annual Meeting of
Stockholders. Accordingly, stockholders who wish to recommend
for consideration by the Nominating Committee a prospective
candidate for election to the Board at the 2011 Annual Meeting
of Stockholders may do so by notifying in the manner provided in
Rule 14a-18
of Regulation 14A under the Securities Exchange Act of
1934, as amended, the Corporate Secretary of the Company at the
corporate address listed on the notice to which this proxy
statement is attached no later than June 16, 2011. The
Corporate Secretary will pass all such stockholder
recommendations on to Mr. Bergstrom, the Lead Director (and
Chair of the Nominating Committee) for consideration by the
Nominating Committee. Any such recommendation should provide
whatever supporting material the stockholder considers
appropriate, but should at a minimum include such background and
biographical material as will enable the Nominating Committee to
make an initial determination as to whether the candidate
satisfies the Board membership criteria set out in the Board of
Directors Statement of Principles. All candidates
submitted by a stockholder or stockholder group are reviewed and
considered in the same manner as all other candidates.
7
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Class A Common Stock and Class B
Common Stock as of August 31, 2010 (except where otherwise
noted) based on a review of information filed with the
U.S. Securities and Exchange Commission (SEC)
and the Companys stock records with respect to
(a) each person known to be the beneficial owner of more
than 5% of the outstanding shares of Class A Common Stock
or Class B Common Stock, (b) each Director or nominee
for a directorship of the Company, (c) each executive
officer of the Company or former executive officer named in the
Summary Compensation Table, and (d) all executive officers
and Directors of the Company as a group. Unless otherwise
stated, each of such persons has sole voting and investment
power with respect to such shares.
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Beneficial Ownership
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Amount and Nature of
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Name and Address
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Ownership
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Percent of
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of Beneficial Owner
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Class A(1)
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Class B
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Class A(1)
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Class B
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Gabelli Asset Management, Inc.(2)
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1,789,647
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0
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12.19
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%
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One Corporate Center
Rye, New York 10580
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Dimensional Fund Advisors LP(3)
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886,716
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0
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6.04
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%
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Palisades West, Building One
6300 Bee Cave Road
Austin, Texas 78746
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RBF Capital, LLC(4)
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792,764
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0
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5.40
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%
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100 Drakes Landing Road, Suite 300
Greenbrae, CA 94904
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Gerald A. Nathe(5)
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554,338
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(6)(7)
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198,338
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(8)
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3.69
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%
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18.15
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%
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Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, Connecticut 06484
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Akira Hara(9)
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527,935
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(6)
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463,136
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3.49
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%
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42.39
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%
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Baldwin Japan Limited
MS Shibaura Bldg.
4-13-23 Shibaura, Minato-ku
Tokyo
108-0023,
Japan
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Karl S. Puehringer(10)
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|
|
344,788
|
(6)(11)
|
|
|
1,800
|
|
|
|
2.33
|
%
|
|
|
*
|
|
51 Phillips Lane
Darien, CT 06820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jane G. St. John(12)
|
|
|
304,039
|
|
|
|
264,239
|
|
|
|
2.04
|
%
|
|
|
24.19
|
%
|
P.O. Box 3236
Blue Jay, California 92317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Jordan
|
|
|
155,224
|
|
|
|
800
|
|
|
|
1.06
|
%
|
|
|
*
|
|
Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, Connecticut 06484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ralph R. Whitney, Jr.
|
|
|
127,799
|
|
|
|
100,000
|
|
|
|
*
|
|
|
|
9.15
|
%
|
Hammond Kennedy Whitney & Co., Inc.
420 Lexington Avenue Suite 402
New York, New York 10170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial Ownership
|
|
|
|
Amount and Nature of
|
|
|
|
|
|
|
|
Name and Address
|
|
Ownership
|
|
|
Percent of
|
|
of Beneficial Owner
|
|
Class A(1)
|
|
|
Class B
|
|
|
Class A(1)
|
|
|
Class B
|
|
|
Peter Hultberg
|
|
|
58,570
|
(6)
|
|
|
0
|
|
|
|
*
|
|
|
|
|
|
Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, Connecticut 06484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel B. Fortenbaugh III(5)
|
|
|
56,692
|
(6)
|
|
|
106
|
|
|
|
*
|
|
|
|
*
|
|
630 Fifth Avenue, Suite 1401
New York, New York 10111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steffen Weisser
|
|
|
53,492
|
|
|
|
0
|
|
|
|
*
|
|
|
|
|
|
Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, CT 06484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark T. Becker(5)
|
|
|
248,799
|
(6)
|
|
|
0
|
|
|
|
1.67
|
%
|
|
|
|
|
Baldwin Technology Company, Inc.
2 Trap Falls Road Suite 402
Shelton, Connecticut 06484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rolf Bergstrom(5)
|
|
|
43,799
|
(6)
|
|
|
0
|
|
|
|
*
|
|
|
|
|
|
Sodra Villagatan 6
23735 Bjarred, Sweden
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claes Warnander(5)
|
|
|
23,465
|
|
|
|
0
|
|
|
|
*
|
|
|
|
|
|
1310 N. Ritchie Court Unit 12B
Chicago, Illinois 60610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald B. Salvagio(5)
|
|
|
20,688
|
|
|
|
0
|
|
|
|
*
|
|
|
|
|
|
7108 Lemuria Circle #202
Naples, Florida 34109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All executive officers and directors of the Company as a group
(including 9 individuals, named above)
|
|
|
1,215,067
|
(6)(7)
|
|
|
199,244
|
(8)
|
|
|
7.91
|
%
|
|
|
18.24
|
%
|
|
|
|
* |
|
= Less than 1%. |
|
(1) |
|
Each share of Class B Common Stock is convertible at any
time, at the option of the holder thereof, into one share of
Class A Common Stock. The amount of shares shown as
Class A Common Stock held by a beneficial owner in the
table above includes those shares of Class A Common Stock
issuable upon conversion of the shares of Class B Common
Stock held by the beneficial owner. |
|
(2) |
|
Amount and Nature of Ownership is based on a Form 13F filed
on August 13, 2010 with the SEC reporting beneficial
ownership of securities of the Company held by affiliates of the
beneficial owner, an investment advisor, as of June 30,
2010; Percent of Class is calculated based on information set
forth in said filing and the Class A Common Stock
outstanding on the record date. |
|
(3) |
|
Amount and Nature of Ownership is based on a Form 13F filed
on August 6, 2010 with the SEC reporting beneficial
ownership of securities of the Company held by the beneficial
owner, a registered investment advisor, on behalf of certain
funds as of June 30, 2010; Percent of Class is calculated
based on information set forth in said filing and the
Class A Common Stock outstanding on the record date. |
9
|
|
|
(4) |
|
Amount and Nature of Ownership is based on a Schedule 13G
filed on October 4, 2010 with the SEC reporting beneficial
ownership of securities of the Company held by the beneficial
owner, as the general partner and investment manager of
Fullerton Capital, as of July 28, 2010; Percent of Class is
calculated based on information set forth in said filing and the
Class A Common Stock outstanding on the record date. |
|
(5) |
|
Member of the Board of Directors of the Company. |
|
(6) |
|
Includes shares of Class A Common Stock subject to options
which are exercisable within 60 days as follows:
Mr. Becker, 218,000 shares; Mr. Nathe,
140,000 shares; Mr. Fortenbaugh, 21,000 shares;
Mr. Bergstrom, 10,000 shares; Mr. Hara,
5,000 shares; Mr. Hultberg, 5,000 shares; and as
to all executive officers and Directors of the Company as a
group, 394,000 shares. |
|
(7) |
|
Includes 107,665 shares held in a trust for the benefit of
Mr. Nathe; 40,000 shares held in an IRA account for
the benefit of Mr. Nathe, and 35,000 shares held in a
trust for the benefit of Mr. Nathes spouse. |
|
(8) |
|
Includes 100,000 shares held in a trust for the benefit of
Mr. Nathes spouse and 98,338 shares held in a
trust for the benefit of Mr. Nathe. |
|
(9) |
|
Includes shares owned by A-Plus, Inc., a private company owned
by Mr. Hara. |
|
(10) |
|
Amount of Ownership is as of September 30, 2010 the date on
which Mr. Puehringers employment with the Company
terminated. |
|
(11) |
|
Includes 10,038 shares held in Mr. Puehringers
account in the Companys profit sharing and savings plan,
as of September 30, 2010; also includes 115,000 shares
of Class A Common Stock subject to options which are
exercisable within 60 days. |
|
(12) |
|
Amount of Ownership shown in table is as of September 30,
2010 and includes 39,800 shares of Class A Common
Stock held by a trust for the benefit of the beneficial owner
and her spouse; also includes 264,239 shares of
Class B Common Stock held of record by a trust for the
benefit of the beneficial owner and her spouse. |
To the knowledge of the Company, no arrangement exists the
operation of which might result in a change in control of the
Company.
10
ELECTION
OF DIRECTORS
Under the Companys Certificate of Incorporation, the Board
of Directors (the Board) of the Company is divided
into three classes. One class is elected each year. Directors in
each class hold office for a term of three years and until their
respective successors are elected and qualified. There are
currently six members of the Companys Board of Directors,
the number having been set by the Board of Directors in
accordance with the Companys
By-laws.
Mark T. Becker and Ronald B. Salvagio, Class II Directors,
were elected by a plurality vote of the outstanding shares of
Class A Common Stock. The other Directors were elected by a
plurality vote of the outstanding shares of Class A Common
Stock and Class B Common Stock, voting together as a single
class. Mr. Puehringer, who was a Class III Director,
resigned as an officer and director of the Company, effective
September 30, 2010.
At this years Annual Meeting, three Directors will be
elected to Class II. If elected, their terms will expire at
the Annual Meeting to be held in 2013. Mark T. Becker, Gerald A.
Nathe and Ronald B. Salvagio, who are currently Class II
Directors, have been nominated to serve as Class II
Directors. Messrs. Becker, Nathe and Salvagio have
consented to being named in this proxy statement and will each
serve as a Director, if elected. Messrs. Becker and
Salvagio may be elected by a plurality vote of the outstanding
shares of Class A Common Stock present, in person or by
proxy, and entitled to vote at the meeting, while Mr. Nathe
may be elected by a plurality vote of the outstanding shares of
Class A Common Stock and Class B Common Stock present,
in person or by proxy, and entitled to vote at the meeting,
voting together as a single class.
The Board of Directors knows of no reason why any nominee for
Director would be unable to serve as a Director. If any nominee
should for any reason be unable to serve, the shares represented
by all valid proxies not containing contrary instructions may be
voted for the election of such other person as the Board may
recommend in place of the nominee who is unable to serve.
Set forth below are the names of all continuing Directors and
nominees, certain biographical information with respect to each
such continuing Director and nominee and a listing of the
specific experience, qualifications, attributes or skills that
each continuing Director or nominee possesses that led the
Companys Board of Directors to conclude that the Director
or nominee should serve as a director of the Company.
Nominees
for election at the 2010 Annual Meeting:
CLASS II
Mark T. Becker, age 51, has served as a Director of the
Company since 2001. On October 1, 2010, Mr. Becker was
named President and Chief Executive Officer of the Company. He
served as interim Lead Director from May through September 2010.
Mr. Becker served on the Audit Committee from 2001 through
September 2010; on the Compensation Committee from 2008 through
September 2010; on the Executive Committee from 2006 through
2008; and on the Nominating Committee, from its creation in
February 2009 through September 2010. From 2008 to 2010,
Mr. Becker was Vice President of Sun Capital Partners,
Inc., a private investment firm. From 2007 through 2008,
Mr. Becker was the Chief Operating Officer and Chief
Financial Officer of Havells Sylvania, an international
subsidiary of Havells India, Ltd., a Delhi based manufacturer of
electronic switchgear and lighting products, listed on the India
National and Mumbai stock exchanges. From 2004 through 2007 when
the business was sold to
11
Havells, Mr. Becker was the Chief Financial Officer of SLI
Holdings International LLC, a manufacturer of Sylvania lighting
systems.
Director Qualifications:
|
|
|
|
|
Substantial international experience in senior operational and
management roles
|
|
|
|
Development of global organizations and strategic planning
|
|
|
|
Extensive financial background, education and experience
|
|
|
|
Designation as Audit Committee Financial Expert
|
Gerald A. Nathe, age 69, has been a Director of the Company
since 1987 and has served as Chairman of the Board since
February 1997. He was Chief Executive Officer from 1995 through
2001 and from 2002 through 2007. He was President of the Company
from 1993 through 2001 and from 2002 through 2005.
Mr. Nathe has developed a good understanding of the graphic
arts business over his forty plus year career working in the
industry. During this time, he has managed, led, and invested in
companies that supplied equipment (pre-press and automation
controls) and consumables to the global graphic arts market.
Mr. Nathe has held a range of staff, operational, and
managerial positions in the companies with which he has been
associated, including Chief Executive Officer, President,
Chairman, and member of the Boards of Directors. These company
positions and responsibilities required him to interact
extensively with customers such as press manufacturers,
printers, and publishers around the world as well as with
employees, vendors, and shareholders who are also spread around
the world. Mr. Nathe has been an active participant and
supporter of industry associations (and educational
institutions) primarily in the Americas, but also in Asia and
Europe. He has served as an officer in some of these
associations and is a member of industry honor organizations
such as the Ben Franklin Society, the Soderstrom Society, and
the Web Offset Society. In addition, he has been the recipient
of the industrys well-known Soderstrom Award and the
Vanguard Leadership Award.
Director Qualifications:
|
|
|
|
|
Knowledge and understanding of the global graphic arts industry
|
|
|
|
Management and leadership of international companies
|
|
|
|
Focus on employee, customer, and shareholder relationships
|
|
|
|
Involvement with industry associations
|
Ronald B. Salvagio, age 67, has served as a Director of the
Company since June 2006. Since 2001, Mr. Salvagio has been
President of PRSM, Inc., a management consulting firm. He served
as managing partner corporate finance of Accenture,
a global management consulting and technology services company
from 1997 until 2001. From his
32-year
tenure at Accenture and Arthur Andersen, Mr. Salvagio
possesses significant leadership experience in financial, human
resources and operational matters. In his Asia/Pacific and
Global roles, he developed a substantial understanding of both
US and International operations. In particular, his extensive
accounting background and previous audit committee chairman
roles enables Mr. Salvagio to provide significant advice
and input relating to financial management and reporting issues.
12
Director Qualifications:
|
|
|
|
|
Leadership experience in financial, human resources and
operational matters
|
|
|
|
Substantial understanding of U.S. and International
operations
|
|
|
|
Extensive accounting background
|
|
|
|
Designation as Audit Committee Financial Expert
|
The Board unanimously recommends a vote FOR each
of the persons nominated to serve as Class II Directors.
CLASS III (Terms will expire at the 2011 Annual Meeting)
Claes Warnander, age 67, has served as a Director of the
Company since November 2007. He spent 20 years with the
Swedish engineering group Alfa Laval in various positions
including international controller
(1969-1971);
CFO and then President of Alfa Laval Denmark
(1971-1977);
President of Alfa Laval Brazil
(1977-1982)
and President and head of the global Separation Division
(1982-1988).
In 1988, Mr. Warnander became President and CEO of the
Haldex Group, a public company, listed on the Swedish stock
exchange, and a global supplier of proprietary systems for the
vehicle industry which grew from $100m to over $1b through
acquisitions, new product developments and geographical
expansion in his 17 year tenure. During that time,
Mr. Warnander also served on the boards of Atle
Karolin/industrial conglomerate
(1996-1998);
Zeteco/truck tailgate lifts and harbor crane carriers
(1996-2000);
ABA/hose clamp products
(1998-2006;
Nolato/plastic components, a public company listed in Sweden
(1999-2007);
Emotron/electric motor controls
(1998-2007);
and Velux/roof windows
(2000-2009).
From 2005 until his retirement in 2008, he was Chairman of
Haldex China, where he supported the local management to
implement a new, expansive China strategy. Since 2008, he has
served as Chairman of two Canadian companies: Gienow in Calgary
and Loewen in Winnipeg, both in the windows and doors business,
as well as Chairman of a
start-up
company in Chicago based on Swedish technology for the cleaning
of engine oils.
Director Qualifications:
|
|
|
|
|
Broad, international business experience
|
|
|
|
Leadership of international organizations and strategic planning
|
|
|
|
Knowledge of lean manufacturing and global sourcing
|
|
|
|
Financial education and experience
|
|
|
|
Extensive public company leadership and board experience
|
CLASS I (Terms will expire at the 2012 Annual Meeting)
Samuel B. Fortenbaugh III, age 76, practices law,
specializing in, among other areas, corporate governance. He is
a former Chairman and CEO of Morgan Lewis & Bockius
LLP, an international law firm with multiple offices in the
United States, Europe and Asia. He was a senior partner from
1980 until 2001 and a senior counsel from 2001 until 2002. He
has served as a Director of the Company since 1987.
Mr. Fortenbaugh served as a director of Western Publishing
Company, a publisher of childrens books listed on NASDAQ,
from 1989 to 1995 when that entity was acquired in a leveraged
buyout. Mr. Fortenbaugh also served as a director and Chair
of the Compensation
13
Committee of Security Capital Corporation, an employer cost
containment and health services and educational services company
listed on the Amex, from 2001 until 2006 when that entity was
acquired in a merger. In addition, he has served as Chairman of
the Board of two privately held companies engaged in
manufacturing as well as several other privately held profit and
not-for-profit
companies.
Director Qualifications:
|
|
|
|
|
Extensive leadership and management experience
|
|
|
|
Substantial international experience
|
|
|
|
Knowledge of the manufacturing and publishing industries
|
|
|
|
Focus on corporate governance
|
Rolf Bergstrom, age 68, has served as a Director of the
Company since 2003. Mr. Bergstrom has owned and operated
since 1998 a consulting firm, Bergstrom Tillvaxt AB, a company
specializing in strategic planning, managed growth and
restructuring companies. He has 35 years of combined
experience in various positions in Swedish companies, including
Perstorp AB, where he was the inventor of the concept of
Pergo laminated flooring. He has served as Chairman
of the Board of three private Swedish companies and has been a
Board member of a number of public Swedish companies. He is
currently Chairman of Roxtec AB, makers of seals and pipes,
and a board member of Marka Pac AB, a plastics manufacturer. He
has served on the Chamber of Commerce in South Sweden, on the
Boards at
SE-Banken in
Karlskrona and Ronneby, and was a member of the Advisory Board
at the University of South Florida.
Director Qualifications:
|
|
|
|
|
Knowledge of international business
|
|
|
|
Private and public company board experience
|
|
|
|
Educational background in technology and economics
|
|
|
|
Leadership in strategic planning and restructuring
|
14
Directors
and Executive Officers
The current Directors and executive officers of the Company are
as follows:
|
|
|
Name
|
|
Position
|
|
Gerald A. Nathe
|
|
Chairman of the Board and Director(1)
|
Mark T. Becker
|
|
President, Chief Executive Officer and Director(1)
|
John P. Jordan
|
|
Vice President, Chief Financial Officer and Treasurer
|
Peter Hultberg
|
|
Vice President Marketing, Sales and Service
|
Steffen Weisser
|
|
Vice President Operations
|
Rolf Bergstrom
|
|
Director(3)(4)(5)
|
Samuel B. Fortenbaugh III
|
|
Director(1)(2)
|
Ronald B. Salvagio
|
|
Director(3)(4)
|
Claes Warnander
|
|
Director(1)(2)(4)
|
|
|
|
(1) |
|
Member of the Executive Committee. |
|
(2) |
|
Member of the Compensation Committee. |
|
(3) |
|
Member of the Audit Committee. |
|
(4) |
|
Member of the Nominating Committee and an Independent Director. |
|
(5) |
|
Lead Director |
John P. Jordan, age 64, has been Vice President, Chief
Financial Officer and Treasurer of the Company since March 2007.
From 1998 to March 2007, Mr. Jordan was Vice President and
Treasurer of Paxar Corporation, a publicly-traded global
manufacturer of apparel identification products.
Steffen Weisser, age 46, has been Vice
President Operations of the Company since
July 1, 2009. Since September 2007, he has served as
Managing Director of the Companys German subsidiary,
Baldwin Germany GmbH. Prior to joining Baldwin, Dr. Weisser
was Managing Director of Georg Sahm GmbH, a machine manufacturer
for the textiles and packaging industry in Eschwege, Germany,
from 2003 to 2007.
Peter Hultberg, age 43, has been Vice President
Marketing, Sales and Service of the Company since July 1,
2009. He has served since 2006 as Managing Director of the
Companys Swedish subsidiary, Baldwin Jimek AB, where he
has been part of the management team since 1988.
All of the Companys officers are elected annually by the
Board of Directors and hold their offices at the pleasure of the
Board of Directors. Mark T. Becker was elected, effective
October 1, 2010, to serve as President and Chief Executive
Officer of the Company.
See Election of Directors for biographies of the
Directors.
15
BOARD OF
DIRECTORS
The Board of Directors has responsibility for establishing broad
corporate policies and for overseeing the management of the
Company, but is not involved in
day-to-day
operations. Members of the Board are kept informed of the
Companys business by various reports and other documents
sent to them as well as by operating and financial reports
presented by management at Board and Committee meetings. During
the fiscal year ended June 30, 2010, the Board held five
(5) regularly scheduled meetings, two (2) special
meetings, and acted by unanimous written consent three
(3) times.
Director
Compensation
The following table sets forth compensation paid to the
Companys non-employee Directors during the fiscal year
ended June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
Non-Equity
|
|
Nonqualified
|
|
|
|
|
|
|
Paid in
|
|
Stock
|
|
Option
|
|
Incentive
|
|
Deferred
|
|
|
|
|
|
|
Cash
|
|
Awards
|
|
Awards
|
|
Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Name
|
|
(a)
|
|
(b)(c)
|
|
(c)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Mark T. Becker(d)
|
|
$
|
56,500
|
|
|
$
|
5,460
|
|
|
$
|
2,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
64,480
|
|
Rolf Bergstrom
|
|
$
|
47,500
|
|
|
$
|
5,460
|
|
|
$
|
2,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
55,480
|
|
Samuel B. Fortenbaugh III
|
|
$
|
42,000
|
|
|
$
|
5,460
|
|
|
$
|
2,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
49,980
|
|
Judith A. Mulholland(e)
|
|
$
|
16,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,500
|
|
Gerald A. Nathe(f)
|
|
|
|
|
|
$
|
18,200
|
|
|
$
|
8,400
|
|
|
|
|
|
|
$
|
98,742
|
|
|
$
|
347,859
|
(g)
|
|
$
|
473,201
|
|
Ronald B. Salvagio
|
|
$
|
55,000
|
|
|
$
|
5,460
|
|
|
$
|
2,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
62,980
|
|
Claes Warnander
|
|
$
|
48,000
|
|
|
$
|
5,460
|
|
|
$
|
2,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
55,980
|
|
|
|
|
(a) |
|
During FY2010, Directors who were not employees of the Company
received a $24,000 annual retainer and a fee of $1,500 for each
meeting they attended of the Board of Directors or a Committee
on which they served. The Chair of the Audit Committee, the
Chair of the Compensation Committee and the Lead Director of the
Independent Directors each receives an additional $1,000
quarterly. All Directors are also reimbursed for ordinary,
necessary and reasonable expenses incurred in attending Board
and Committee meetings. During FY 2010, the Board took a
voluntary ten (10)% percent reduction in their annual retainer. |
|
(b) |
|
The 2005 Equity Compensation Plan (the 2005 Plan)
was adopted at the 2005 Annual Meeting of Stockholders and
amended at the 2008 Annual Meeting of Stockholders. Non-employee
Directors received annual grants of Restricted Stock Awards
(RSAs) or, in the case of foreign directors,
Restricted Stock Units (RSUs) under the 2005 Plan.
On November 10, 2009, five non-employee Directors received
awards of RSAs or RSUs of 3,000 shares of Class A
Common Stock each and grants of stock options to purchase
3,000 shares of Class A Common Stock each.
Restrictions on the RSAs and RSUs lapse on the first anniversary
date of the awards. The stock options vest one-third on each of
the second, third and fourth anniversaries of the date of grant. |
16
|
|
|
(c) |
|
Represents the aggregate grant date fair value for RSAs and RSUs
(Stock Awards) and Stock Options (Option Awards) granted during
the fiscal year and computed in accordance with Financial
Accounting Standards Board Accounting Standards Codification
Topic 718 (FASB ASC Topic 178). |
|
(d) |
|
Mr. Becker was elected President and Chief Executive
Officer of the Company, effective October 1, 2010. |
|
(e) |
|
Ms. Mulholland retired as a Director, effective
November 10, 2009. |
|
|
|
(f) |
|
Mr. Nathe retired from full-time employment with the
Company on June 30, 2010. He continues to serve as Chairman
of the Board of Directors. |
|
|
|
(g) |
|
Mr. Nathe did not receive any fees as a Director during
Fiscal 2010; the amount shown includes a $315,000 salary as an
employee, a $7,825 auto allowance, a $3,908 long-term disability
insurance premium, a $13,645 life insurance premium and $7,481
for legal and accounting/financial advice that Mr. Nathe
received as an employee of the Company during Fiscal 2010. |
AUDIT
COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company
assists the Board in its oversight of the quality and integrity
of the accounting, auditing, and financial reporting practices
of the Company. The committee operates under a written charter
adopted by the Board. A copy of the Audit Committee Charter, as
amended in June 2010, is posted on the Companys web site
under the Corporate Governance Section. Through the
Companys fiscal year ended June 30, 2010 (Fiscal
2010), the committee was comprised of three non-employee
Directors, each of whom was independent as defined
by the rules of the SEC and the NYSE Amex. In addition, the
Board had determined that two members of the committee have
accounting or related financial management expertise. The
Chairman, Ronald B. Salvagio, and another member of the
committee, Mark T. Becker, were both designated as Audit
Committee Financial Experts. Effective October 1,
2010, Mark T. Becker was named President and Chief Executive
Officer of the Company and since that time no longer serves on
the Audit Committee. This report is prepared and presented for
Fiscal 2010.
In performing its oversight responsibilities, the committee
reviewed and discussed the audited consolidated financial
statements of the Company for Fiscal 2010 with management and
Grant Thornton LLP (GT), the Companys
independent registered public accounting firm. Management has
the primary responsibility for the financial statements and the
reporting process. GT is responsible for expressing an opinion
as to whether these financial statements are presented fairly,
in all material respects, in conformity with accounting
principles generally accepted in the United States.
The committee has reviewed and discussed the consolidated
financial statements of the Company and its subsidiaries, which
are included as Item 8 in the Companys Annual Report
on
Form 10-K
for Fiscal 2010, with management of the Company and GT.
The committee also discussed with GT GTs judgment as to
the quality, not just the acceptability, of the Companys
accounting principles and such other matters as are required to
be discussed with GT by the standards of Public Company
Accounting Oversight Board (United States), including those
described in Statement on Auditing Standards No. 61,
Communications with Audit Committees and SEC
Rule 2-07
of
Regulation S-X.
17
The committee has received the written disclosures and the
letter from GT required by applicable requirements of the Public
Company Accounting Oversight Board and has discussed GTs
independence from the Company with GT. There were no non-audit
services provided by GT to the Company during Fiscal 2010.
Based on the review and discussions with management of the
Company and GT referred to above, the Audit Committee
recommended to the Board of Directors that the Company publish
the consolidated financial statements of the Company and
subsidiaries for Fiscal 2010 in the Companys Annual Report
on
Form 10-K
for Fiscal 2010 and include such financial statements in its
Annual Report to Stockholders.
The Audit Committee
Ronald B. Salvagio, Chairman
Mark T. Becker (until September 30, 2010)
Rolf Bergstrom
18
COMPENSATION
DISCUSSION AND ANALYSIS
In this section, we provide an overview and analysis of our
executive officer compensation program and policies. Later in
this proxy statement, there is a series of tables containing
specific information about the compensation earned or paid in
the fiscal year ended June 30, 2010 to the following
individuals who are referred to as our named executive officers
(NEOs): Karl S. Puehringer, President and Chief
Executive Officer (until his employment by the Company was
terminated, effective September 30, 2010), John P. Jordan,
Vice President, Chief Financial Officer and Treasurer, Peter
Hultberg, Vice President Marketing, Sales and
Service, and Steffen Weisser, Vice President
Operations.
Compensation
Philosophy and Objectives
The Company recognizes that a critical balance must be
maintained between compensation and the successful pursuit of
the Companys long-term performance and business
strategies. The Company compensates its senior executives and
certain other senior management employees, whose contributions
are key to the Companys success, in a manner that the
Company believes will attract and retain high caliber leaders
and motivate its executives and senior management to pursue the
Companys long-term performance and strategic objectives.
To that end, the Company is committed to affording its NEOs and
senior management employees with compensation that is
competitive with regards to their knowledge, skill, experience,
and responsibilities as well as competitive with the market(s)
in which the Company is required to compete for executive
and/or
senior management talent.
The Company and the Compensation Committee of the Board of
Directors (the Committee) has adopted a compensation
philosophy that provides for a base compensation and broad-based
benefit plans, which are available to all employees, annual
incentive bonuses and long-term equity compensation in order to
motivate executives and senior management to achieve the
Companys strategic objectives, to align the interests of
executives and senior managers with the interests of the
Companys stockholders, to provide competitive total
compensation, to attract, retain and motivate key management
employees and to reward corporate consolidated performance.
Role of
the Compensation Committee
Throughout FY2010, the Committee was comprised of three
non-employee Directors of the Company, two of whom were
considered independent under the rules of the NYSE
Amex, and one Director who is not independent but was appointed
to the Committee for a temporary two-year term under a special
exception to the independence rules. The Committee operates
pursuant to a written charter adopted by the Board, a copy of
which is posted on the Companys web site under the
Corporate Governance Section. The purpose of the Committee is to
assist the Board of Directors of the Company in ensuring that
proper systems of short-term and long-term compensation are in
place to provide performance-oriented incentives and that
compensation plans are appropriate and competitive and properly
reflect the objectives and performance of management and the
Company. The principal responsibilities of the Committee
include: 1) reviewing and making recommendations to the
Board as to the general compensation policies and practices of
the Company for management employees of the Company and the
adoption or modification of compensation and benefit plans for
executive officers; 2) reviewing the performance of the
Chief Executive Officer of the Company and making a
recommendation to the Lead Director and other Independent
Directors with respect to the total compensation of the Chief
Executive Officer; 3) reviewing and making a recommendation
to the entire Board of Directors as to the total compensation of
each of the NEOs and such other employees of the Company and its
subsidiaries as the Committee deems appropriate and as are
required by the
19
Companys Delegation of Authority Policy;
4) administering and approving awards to management-level
employees under the Companys 2005 Equity Compensation
Plan; 5) interpreting, administering and approving
managements recommendations as to equity awards for
non-management employees under the Companys 2005 Equity
Compensation Plan; 6) reviewing and making recommendations
to the Board for awards under the Companys 2005 Equity
Compensation Plan to executive officers of the Company;
7) reviewing and making recommendations to the Lead
Director and to other Independent Directors of the Board for
awards under the Companys 2005 Equity Compensation Plan to
the Chief Executive Officer; 8) reviewing and making
recommendations to the Board of Directors of the Company as to
any contractual or other special employment arrangements for
executive officers (and other management employees) of the
Company or any of its subsidiaries; 9) reporting annually
to stockholders of the Company as to the Committees
compensation policies for the executive officers of the Company,
and the basis, including the factors and criteria, for the
compensation paid to the Chief Executive Officer of the Company;
and 10) reviewing and making recommendations to the Board
with respect to the compensation of and benefits for directors
who are not employees of the Company.
Specific
Elements of NEO Compensation
General
For each of the NEOs of the Company named in the Summary
Compensation Table below, compensation consists of a base
salary, a potential for an incentive cash bonus, equity
compensation awards, and other perquisites. Certain of these
NEOs also have supplemental retirement benefits. The Committee
annually reviews the total compensation package paid to each of
the NEOs and certain other senior management employees. In
fiscal 2010, the Committee and the Companys human
resources group used the consulting firm, Executive Resource
Group, to provide information from their database of surveys and
comparable compensation packages paid to executives at a broad
range of publicly traded manufacturing companies with market
values, revenue sizes, and global operating footprints similar
to those of the Company. The Committee compares the compensation
packages the Company provides to its NEOs with those benchmarks
in determining the appropriateness of the compensation packages
paid to the NEOs and makes adjustments where appropriate.
Base
Salary
The base salary in place for each of the executive as well as
non-executive employees is intended to attract and retain top
level talent as well as to compensate the employees for their
knowledge, skill, experience, and overall job responsibilities.
The base salary of Karl S. Puehringer was fixed by an employment
agreement that was negotiated between Mr. Puehringer and
the Compensation Committee and approved by the Independent
Directors of the Board of Directors. Mr. Puehringers
base salary was subject to an annual increase based on
performance, which was reviewed annually by the Independent
Directors of the Board of Directors, and the attainment of
objectives mutually
agreed-upon
with the Independent Directors. Recommended annual increases to
Mr. Puehringers base salary were subject to review
and approval of the Compensation Committee, the Independent
Directors of the Board and the Board of Directors. Effective
September 30, 2010, Mr. Puehringers employment
with the Company terminated.
The base salaries of the other NEOs are also fixed by employment
agreements entered into between the NEOs and the Company and
approved by the Compensation Committee and the Board of
Directors. Under the
20
employment agreements in place, each NEOs base salary is
subject to an annual increase based on performance, which is
reviewed annually by the Chief Executive Officer. Recommended
annual increases to the base salaries of the NEOs are also
subject to review and approval of the Compensation Committee and
the Board of Directors. By Letter Agreements dated
January 13, 2009, each of the NEOs agreed to reduce their
respective annual base salaries by ten (10%) percent, effective
February 1, 2009. These salary reductions were restored
effective October 1, 2010.
See a more detailed description of the terms of each employment
agreement between the Company and an NEO in the Employment
Agreements Section below.
Bonus
Executive Officers and key management and non-management
employees are eligible to receive cash bonuses provided through
the Companys annual Management Incentive Compensation Plan
(MICP). Each year, the MICP is designed to reward, recognize and
motivate the NEOs and certain other key management employees for
their contributions on a consolidated total company
and/or
location basis. Each NEO, key manager and key non-manager
participant can earn cash incentive compensation based on a
target bonus percentage of
his/her base
salary upon the achievement of certain MICP performance targets
whose purpose is to focus the participants attention on
earnings (through Profit Before Tax) and on cash (through
Operating Cash Flow). The individual target award opportunities
for MICP participants range from 7.5% to 50% of base salary,
with Mr. Puehringer, Mr. Jordan, Dr. Weisser and
Mr. Hultberg each participating at the 50% bonus level for
fiscal year 2010. Approximately sixty-five (65) employees
or about eleven percent (11%) of the Companys worldwide
employee base participated in the fiscal year 2010 MICP.
Equity
Compensation Awards
The Companys NEOs as well as certain other management
employees, who in the judgment of the Chief Executive Officer,
are in a position to contribute significantly to the Company in
order to create stockholder value, receive either/or a
combination of stock options, restricted stock grants,
restricted stock units, and performance shares generally once
each year. Recommendations for issuing options, restricted
stock, restricted stock units and performance shares are
reviewed and approved by the Committee and the Board of
Directors, and, in the instance of the Chief Executive Officer,
by the Independent Directors. Approximately twelve
(12) officers, senior managers and other key employees or
about two percent (2%) of the Companys worldwide employee
base were identified as participants in the Companys
equity compensation program.
Supplemental
Retirement Benefits
Mr. Puehringer was entitled to deferred compensation, and
Mr. Jordan is entitled to supplemental retirement benefits
(SERPs) in accordance with their respective employment
agreements. A SERP is a non-qualified defined retirement plan
that provides supplemental retirement income to the named NEO.
It provides retirement benefits in excess of the Companys
401(k) profit sharing and savings plan because of contribution
limitations imposed by the IRS upon contributions made with
respect to the Companys 401(k) plan. The IRS limit on
earnings ($245,000 for 2010) for purposes of computing the
maximum contribution that can be made does not apply to payments
under a SERP.
21
Mr. Puehringers employment agreement provided for
deferred compensation to be paid to him, his designated
beneficiary or beneficiaries, or his estate for a period of
fifteen (15) years upon termination of his employment and
subject to a vesting schedule set forth in his employment
agreement. The amount of the annual deferred compensation
benefit to be paid to Mr. Puehringer was based on a final
pay formula which included years of service and final average
base salary. The amount accrued by the Company on behalf of
Mr. Puehringer in connection with this benefit during
fiscal year 2010 was $42,908. Mr. Puehringers
employment by the Company as well as his employment agreement
was terminated effective September 30, 2010 pursuant to a
Termination Agreement dated September 30, 2010. Pursuant to
the Termination Agreement, the Company agreed to pay
Mr. Puehringer deferred compensation upon substantially the
same terms that the Company was obligated to pay deferred
compensation to Mr. Puehringer under his employment
agreement. The estimated annual deferred compensation benefit
payable by the Company to Mr. Puehringer under the
Termination Agreement is $126,000. Currently 100% vested, the
estimated annual benefit payable to Mr. Puehringer will be
equal to 30% of his average base salary for his last three
(3) years of employment under his employment agreement.
Mr. Jordans employment agreement provides for a
supplemental retirement benefit to be paid to him for ten
(10) years upon termination of his employment and subject
to a vesting schedule set forth in his employment agreement. The
amount of the annual benefit to be paid to Mr. Jordan is
based on a final pay formula which includes years of service and
final average base salary. The amount accrued by the Company on
behalf of Mr. Jordan in connection with this benefit during
fiscal year 2010 was $86,082. When fully vested (on
March 8, 2012), the estimated annual supplemental
retirement benefit payable by the Company to Mr. Jordan
upon separation from service will be $52,806. The estimated
annual benefit payable to Mr. Jordan upon 100% vesting will
be 20% of his average base salary for his last three
(3) years of employment under his employment agreement
assuming a 3.5% general salary increase over each of the next
two (2) years.
Mr. Hultbergs employment agreement provides for the
Company to make supplemental retirement contribution of 15% of
his base salary to a private pension scheme of his choice. The
amount contributed by the Company during fiscal year 2010 was
$28,480 (converted from SEK using the June 30, 2010
exchange rate).
Dr. Weissers employment agreement provides for the
Company to make a contribution to offset the cost of a private
pension insurance that provides Dr. Weisser with pension
benefits in addition to pension benefits provided by the German
social plan. The amount contributed by the Company during fiscal
year 2010 was $7,337 (converted from Euros using the
June 30, 2010 exchange rate).
Perquisites
Generally, corporate officers are provided the same fringe
benefits as all other Company employees in their respective
locations, such as health, dental, vision and prescription drug
insurance; group life insurance; group short and long-term
disability insurance. In addition, NEOs are also provided
certain perquisites such as a monthly car allowance,
supplemental life and long-term disability insurance,
club/membership fees, legal fees, and accounting/financial
advice fees. The compensation received by each NEO on account of
these personal benefits is shown in the column captioned
All Other Compensation of the Summary Compensation
Table below. As discussed above, Messrs. Puehringer and
Jordan also receive deferred compensation or supplemental
retirement benefits as provided for in their respective
employment agreements.
22
Severance
and
Change-in-Control
Agreements
Mr. Puehringer was afforded and Mr. Jordan is afforded
certain severance and
change-in-control
benefits as provided for in each of their respective employment
agreements with the Company. Mr. Puehringers
employment agreement was terminated effective September 30,
2010. Dr. Weisser and Mr. Hultberg are afforded
certain severance benefits as provided for in each of their
respective employment agreements. The specific details of such
severance and
change-in-control
benefits are discussed below under the Potential Payments
upon Termination or Change of Control.
Process
for Setting and Reviewing Compensation
The Committee reviews and determines the compensation for its
executive officers and certain senior managers by identifying
the market value of each position and determining the
appropriate mix of compensation elements in order to maintain
alignment with the Companys goals and objectives. The
Committee considers and compiles compensation data from
proprietary and public surveys that track companies in the
manufacturing sector that are comparable in size and similar in
annual revenues. Where and when appropriate, the Company
and/or the
Committee have the authority to retain the services of outside
compensation consultants to better understand the competitive
marketplace and to assess the appropriateness of the
Companys compensation programs. In addition to the survey
data used to identify specific market levels for direct
compensation, in May 2008 the Company and the Committee also
conducted a baseline study among peer companies concerning short
and long-term compensation practices and trends. This effort
informed the Company about practices of similarly-situated
companies when reviewing and establishing compensation programs
to meet the Companys compensation and strategic
objectives. For this purpose, the Company and Committee
considered a broad range of publicly traded manufacturing
companies with industry classifications, market values, revenue
size and global operating footprints similar to those of the
Company.
The Company peer group used in May 2008 was comprised of the
following companies:
Compensation Design Peers
K-Tron International Inc.
Ampco-Pittsburgh Corp.
Hurco Companies Inc.
Key Technology Inc.
Printronix Inc.
Presstek Inc..
Radisys Corp.
3D Systems Inc.
Flow Intl. Corp.
GSI Group Inc.
Hardinge Inc.
Intevac Inc.
NN Inc.
23
Resources
for Advice on Executive and Director Compensation
The Companys management and human resources department
supports the Committee in its work of reviewing and determining
executive officer and Director compensation. In its support
role, management and the human resources department recommend,
but do not determine, the amount or form of executive and
Director compensation. Where and when appropriate, the Company
and/or the
Committee retain the services of outside compensation
consultants to better understand the competitive marketplace and
to assess the appropriateness of the Companys compensation
programs. During Fiscal 2010, the Company and the Committee used
the services of Executive Resource Group, a human resource
consulting firm, for the assessment of pay competitiveness as
well as evaluation of normative market practices for delivering
executive and senior management compensation, benefits and
perquisites.
Accounting
and Tax Considerations
Deductibility
of Compensation under Federal Income Taxes
Based on currently prevailing authority, including Treasury
Regulations issued in December, 1995, and in consultation with
outside tax and legal experts, the Committee has determined that
it is unlikely that the Company paid any amounts with respect to
Fiscal 2010 that would result in the loss of a federal income
tax deduction under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the Code), and accordingly
has not recommended that any special actions be taken, or plans
or programs be revised at this time in light of such tax law
provision (except that the Company intends that stock options
granted under the 1996 Plan, and stock options or other awards
made under the 2005 Plan, have an exercise price which is the
fair market value of the stock on the date of grant and that
such options qualify as performance-based
compensation under Section 162(m) of the Code).
COMPENSATION
COMMITTEE REPORT
The Committee has reviewed and discussed the Compensation
Discussion and Analysis with management. Based on this review
and discussion, the Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be
included in the Companys proxy statement.
This report shall not be deemed to be incorporated by reference
by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, and
shall not otherwise be deemed filed under such statutes.
The Compensation Committee
Claes Warnander, Chairman
Mark T. Becker (until September 30, 2010)
Samuel B. Fortenbaugh III
24
COMPENSATON
COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
None.
SUMMARY
COMPENSATION TABLE
The following table sets forth the aggregate amounts of
compensation earned in the fiscal year ended June 30, 2010
for services rendered in all capacities by the Named Executive
Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Plan
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
All Other
|
|
|
Name and
|
|
|
|
Salary
|
|
Bonus
|
|
($)
|
|
($)
|
|
($)
|
|
Earnings
|
|
Compensation
|
|
|
Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
(1)
|
|
(1)
|
|
(2)
|
|
($)(3)
|
|
($)
|
|
Total ($)
|
|
Karl S. Puehringer(4)
|
|
|
2010
|
|
|
$
|
378,000
|
|
|
|
|
|
|
$
|
45,500
|
|
|
$
|
21,000
|
|
|
|
|
|
|
$
|
42,908
|
|
|
$
|
34,662
|
(5)
|
|
$
|
522,070
|
|
Former President and Chief
|
|
|
2009
|
|
|
$
|
403,039
|
|
|
|
|
|
|
$
|
60,300
|
|
|
$
|
2,764
|
|
|
|
|
|
|
$
|
41,891
|
|
|
$
|
39,579
|
(5)
|
|
$
|
547,573
|
|
Executive Officer
|
|
|
2008
|
|
|
$
|
400,000
|
|
|
|
|
|
|
$
|
474,500
|
|
|
$
|
20,426
|
|
|
$
|
182,400
|
|
|
$
|
38,951
|
|
|
$
|
107,694
|
(5)
|
|
$
|
1,223,981
|
|
John P. Jordan
|
|
|
2010
|
|
|
$
|
229,500
|
|
|
|
|
|
|
$
|
27,300
|
|
|
$
|
12,600
|
|
|
|
|
|
|
$
|
86,082
|
|
|
$
|
12,608
|
(6)
|
|
$
|
368,090
|
|
Vice President, CFO
|
|
|
2009
|
|
|
$
|
244,702
|
|
|
|
|
|
|
$
|
33,500
|
|
|
|
|
|
|
|
|
|
|
$
|
80,132
|
|
|
$
|
20,318
|
|
|
$
|
378,652
|
|
and Treasurer
|
|
|
2008
|
|
|
$
|
251,539
|
|
|
$
|
50,000
|
|
|
$
|
106,000
|
|
|
|
|
|
|
$
|
114,000
|
|
|
$
|
72,956
|
|
|
$
|
25,600
|
|
|
$
|
620,095
|
|
Steffen Weisser(7)
|
|
|
2010
|
|
|
$
|
214,619
|
|
|
|
|
|
|
$
|
59,050
|
|
|
$
|
12,600
|
|
|
|
|
|
|
|
|
|
|
$
|
18,267
|
(8)
|
|
$
|
304,536
|
|
Vice President Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Hultberg(9)
|
|
|
2010
|
|
|
$
|
163,038
|
|
|
|
|
|
|
$
|
59,050
|
|
|
$
|
12,600
|
|
|
|
|
|
|
|
|
|
|
$
|
42,971
|
(10)
|
|
$
|
277,659
|
|
Vice President Marketing, Sales and Service
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the aggregate grant date fair value for Restricted
Stock Awards and Restricted Stock Unit Awards (Stock Awards),
Performance Share Awards and Stock Options (Option Awards)
granted during the fiscal year and prior fiscal years, and
computed in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (FASB ASC Topic
178). Assuming the highest level of performance possible, the
maximum value of the Performance Share Awards for
Messrs. Puehringer, Jordan, Weisser and Hultberg for FY
2010 and FY 2009 would be $77,750, $45,216, $35,900 and $35,900,
respectively. |
|
(2) |
|
Includes cash bonus earned, but not paid until the subsequent
year, under the Companys MICP. |
|
(3) |
|
Represents total change in the present value of the accumulated
benefits under the Companys SERP arrangements (see SERP
table below) for the NEOs from July 1, 2009 (the beginning
of Fiscal 2010) to June 30, 2010 (the end of Fiscal
2010). |
|
(4) |
|
Mr. Puehringer and the Company mutually agreed to terminate
his employment as President and Chief Executive Officer of the
Company and Mr. Puehringer resigned as a Director of the
Company, effective September 30, 2010. |
|
(5) |
|
For Fiscal 2010, the figure includes a $3,369 long-term
disability insurance premium, a $5,730 life insurance premium, a
$3,413 auto allowance, a $4,155 club membership fee, $3,320 for
legal and accounting/financial advice and a $14,675 contribution
to a private pension insurance policy ($16,961 for FY2009 and
$18,719 for FY2008). |
25
|
|
|
(6) |
|
For Fiscal 2010, the figure includes a $4,555 long-term
disability insurance premium, a $1,620 life insurance premium
and a $6,433 auto allowance. |
|
(7) |
|
Elected a Vice President, effective July 1, 2009.
Dr. Weissers Fiscal 2010 salary and benefit amounts
are translated from Euros using the exchange rate in effect on
June 30, 2010. |
|
(8) |
|
For Fiscal 2010, the figure includes a $10,930 auto allowance
and a $7,337 contribution to a personal pension insurance. |
|
(9) |
|
Elected a Vice President, effective July 1, 2009.
Mr. Hultbergs Fiscal 2010 salary and benefit amounts
are translated from SEKs using the exchange rate in effect on
June 30, 2010. |
|
(10) |
|
For Fiscal 2010, the figure includes a $12,114 auto allowance, a
$28,480 contribution to a personal pension insurance, a $1,525
for long term disability insurance and $852 for immediate
medical care insurance. |
Employment
Agreements
Karl S.
Puehringer
Effective June 30, 2010, the Company entered into an
amended and restated employment agreement with Karl S.
Puehringer, its then President and Chief Executive Officer,
replacing an earlier agreement dated June 19, 2007. The
amended and restated agreement, which extended the term of the
agreement and the notice period for termination, but otherwise
contained the same terms as the earlier agreement, provided for
the Company to pay to Mr. Puehringer (a) a minimum
base salary of $420,000, (b) incentive compensation under
the Companys MICP, (c) a supplemental retirement
benefit for fifteen (15) years following termination of his
employment, subject to vesting as set forth in the agreement,
and (d) certain amounts upon termination of his employment,
such amounts to depend upon whether the termination was
initiated by the Company or by Mr. Puehringer, whether the
termination was with or without cause or with or without Company
consent, and whether the termination was due to his death or
disability. For purposes of clause (d) above, in the event
of (i) any merger or consolidation or sale of substantially
all of the assets of the Company resulting in a change in
control, (ii) the liquidation of the Company, or
(iii) a material diminution in Mr. Puehringers
duties, then in each such case, Mr. Puehringer could have,
within six months of any such event, terminated his employment
and would have been entitled to receive a severance payment in
an amount equal to 2.9 times his then annual base salary.
Mr. Puehringers amended and restated employment
agreement was for an initial term that would have expired on
September 30, 2012 and would have been automatically
extended for an additional five (5) year term unless terminated
upon two (2) years prior written notice given by either
party to the other. However, Mr. Puehringers
employment by the Company, as well as his amended and restated
employment agreement, was terminated effective
September 30, 2010, pursuant to a Termination Agreement
dated September 30, 2010 between the Company and
Mr. Puehringer. Pursuant to the Termination Agreement,
Mr. Puehringer also resigned as a Director and as President
and Chief Executive Officer of the Company.
John P.
Jordan
On December 19, 2008, the Company entered into a new
employment agreement with John P. Jordan, its Vice President,
Chief Financial Officer and Treasurer replacing an earlier
agreement dated February 22, 2007. The new agreement
provides for the Company to pay to Mr. Jordan (a) a
minimum base salary of $250,000 (this was amended by Letter
Agreement dated January 29, 2009, wherein Mr. Jordan
agreed to a ten (10%) percent reduction in his then annual base
salary, effective February 1, 2009), (b) incentive
compensation under the Companys MICP, (c) a
supplemental retirement benefit for ten (10) years
following termination of his employment, subject to vesting as
set
26
forth in the agreement, and (d) certain amounts upon
termination of his employment, such amounts to depend upon
whether the termination was by the Company or by
Mr. Jordan, whether the termination was with or without
cause or with or without Company consent, and whether the
termination was due to his death or disability. For purposes of
clause (d) above, in the event of (i) any merger or
consolidation or sale of substantially all of the assets of the
Company resulting in a change in control, (ii) the
liquidation of the Company, or (iii) a material diminution
in Mr. Jordans duties, then in each such case,
Mr. Jordan may, within six months of any such event,
terminate his employment and be entitled to receive a severance
payment in an amount equal to his then annual base salary.
Mr. Jordans agreement was for an initial term that
expired on March 8, 2010 and automatically extended for an
additional three (3) year term. Unless terminated with six
months prior written notice, Mr. Jordans agreement
will continue to automatically extend for additional three
(3) year terms. Mr. Jordan has agreed that, for a
period of three (3) years after the termination of his
employment under the employment agreement, he will not compete,
directly or indirectly, with the Company.
Peter
Hultberg
Effective July 1, 2009, the Companys Swedish
subsidiary, Baldwin Jimek AB, entered into a new employment
agreement with Peter Hultberg, the Companys Vice
President Marketing, Sales and Service, replacing an
earlier agreement dated March 3, 2006. The new agreement
provides for the Company to pay to Mr. Hultberg (a) a
base monthly salary of SEK 110,508 (approximately $14,167), to
be increased to SEK 125,000 per month (approximately $16,025)
effective January 1, 2010 (this was amended by Letter
Agreement dated January 29, 2009, wherein Mr. Hultberg
agreed to a ten (10%) percent reduction in his base salary,
effective February 1, 2009), (b) incentive
compensation under the Companys MICP, (c) equity
compensation under the Companys 2005 Equity Compensation
Plan, and (d) a supplemental retirement contribution of 15%
to a pension scheme of his choice. The agreement is valid until
terminated by either Mr. Hultberg or the Company with six
months written notice. If terminated by the Company,
Mr. Hultberg shall be entitled to receive a severance
payment equal to six months salary following expiration of the
notice period. Mr. Hultberg has agreed that, during any
notice period, and if terminated by the Company, during an
additional six month severance period, he will not compete,
directly or indirectly, with the Company.
Steffen
Weisser
Effective July 1, 2009, the Companys German
subsidiary, Baldwin Germany GmbH, entered into a new employment
agreement with Steffen Weisser, the Companys Vice
President Operations, replacing an earlier agreement
dated June 28, 2007. The new agreement provides for the
Company to pay to Dr. Weisser (a) an annual base
salary of EU 190,000 (approximately $232,351), to be increased
to EU 200,000 (approximately $244,580) effective January 1,
2010 (this was amended by Letter Agreement dated
January 29, 2009, wherein Dr. Weisser agreed to a ten
(10%) percent reduction in his base salary, effective
February 1, 2009), (b) incentive compensation under
the Companys MICP, (c) equity compensation under the
Companys 2005 Equity Compensation Plan, and (d) a
private pension insurance contribution of up to EU 500 per
month. The agreement is valid until terminated by either
Dr. Weisser or the Company with six months written notice
given to the other, but if not previously terminated, it shall
expire when Dr. Weisser reaches the age of 65. If
terminated by the Company without cause, Dr. Weisser shall
be entitled to receive a severance payment equal to six months
salary following expiration of the notice period.
Dr. Weisser has agreed that, during any notice period, and
if terminated by the Company, during an additional six month
severance period, he will not compete, directly or indirectly,
with the Company, in exchange for fifty (50%) percent of his
average total monthly salary for six months, less any severance
paid.
27
GRANTS OF
PLAN-BASED AWARDS
FOR THE FISCAL YEAR ENDED JUNE 30, 2010
The following table sets forth information regarding grants made
during the fiscal year ended June 30, 2010 to the NEOs
pursuant to the Companys 2005 Equity Compensation Plan and
the 2010 MICP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards:
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
Exercise or
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
Shares of
|
|
Securities
|
|
Base Price
|
|
Grant Date Fair
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
Stock or Units
|
|
Underlying
|
|
of Option
|
|
Value of Stock and
|
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
(#)
|
|
Options (#)
|
|
Awards ($)
|
|
Option Awards ($)(5)
|
|
Karl S. Puehringer(6)
|
|
|
09/11/2009
|
(1)
|
|
$
|
0
|
|
|
$
|
210,000
|
|
|
$
|
315,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
$
|
1.82
|
|
|
|
21,000
|
|
|
|
|
11/10/2009
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
45,500
|
|
|
|
|
11/10/2009
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
John P. Jordan
|
|
|
09/11/2009
|
(1)
|
|
$
|
0
|
|
|
$
|
127,500
|
|
|
$
|
191,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
1.82
|
|
|
|
12,600
|
|
|
|
|
11/10/2009
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
|
|
11/10/2009
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Steffen Weisser
|
|
|
09/11/2009
|
(1)
|
|
$
|
0
|
|
|
$
|
101,009
|
|
|
$
|
151,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/17/2009
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
31,750
|
|
|
|
|
11/10/2009
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
1.82
|
|
|
|
12,600
|
|
|
|
|
11/10/2009
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
|
|
11/10/2009
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Peter Hultberg
|
|
|
09/11/2009
|
(1)
|
|
$
|
0
|
|
|
$
|
68,745
|
|
|
$
|
103,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/17/2009
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
31,750
|
|
|
|
|
11/10/2009
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
1.82
|
|
|
|
12,600
|
|
|
|
|
11/10/2009
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
|
|
11/10/2009
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
(1) |
|
Award letters were distributed on this date under the
Companys Fiscal 2010 MICP. No payments were earned by or
made to the NEOs under the Fiscal 2010 MICP for the
Companys fiscal year ended June 30, 2010. |
|
(2) |
|
Stock Options granted at an exercise price of $1.82 per share,
which represents the closing price of the Companys
Class A Common Stock on the Grant Date; options vest one
third on each of the second, third and fourth anniversaries of
the Grant Date and expire on the tenth anniversary of the Grant
Date. |
|
(3) |
|
Restricted Shares or Restricted Share Units vest in three equal
annual installments commencing on the first anniversary of the
Grant Date and expire on the tenth anniversary of the Grant Date. |
|
(4) |
|
Performance Share Awards granted in connection with certain
performance criteria and targets; stock to be awarded if those
targets are met during the three-year performance period ending
June 30, 2012. |
|
(5) |
|
Represents the aggregate Grant Date fair value of the awards
computed in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (FASB ASC Topic 178). |
|
(6) |
|
All grants of stock-based compensation made to
Mr. Puehringer and included in this table were forfeited
upon termination of Mr. Puehringers employment on
September 30, 2010. |
28
OUTSTANDING
EQUITY AWARDS AT JUNE 30, 2010
The following table lists the outstanding stock options, and the
unvested restricted stock awards, restricted stock unit awards
and performance share awards held at June 30, 2010 by each
of the NEOs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
Market
|
|
Unearned
|
|
Unearned
|
|
|
|
|
Shares of
|
|
Shares of
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Shares,
|
|
Shares,
|
|
|
|
|
Common Stock
|
|
Common Stock
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Units or
|
|
Units or
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Units of
|
|
Other
|
|
Other
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Stock that
|
|
Stock that
|
|
Rights that
|
|
Rights that
|
|
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
have not
|
|
have not
|
|
have not
|
|
have not
|
|
|
Grant
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)(a)
|
|
($)(1)
|
|
(#)(b)
|
|
($)(1)
|
|
Karl S. Puehringer(2)
|
|
|
11/13/2001
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
1.15
|
|
|
|
11/13/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/13/2002
|
|
|
|
30,000
|
|
|
|
|
|
|
$
|
0.82
|
|
|
|
8/13/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2003
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
1.93
|
|
|
|
11/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/17/2004
|
|
|
|
35,000
|
|
|
|
|
|
|
$
|
3.41
|
|
|
|
8/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,667
|
|
|
$
|
25,567
|
|
|
|
|
|
|
|
|
|
|
|
|
3/7/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,667
|
|
|
$
|
19,667
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
23,600
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
17,700
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
25,000
|
|
|
$
|
1.82
|
|
|
|
11/10/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
$
|
29,500
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
$
|
29,500
|
|
John P. Jordan
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
$
|
7,867
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,112
|
|
|
$
|
13,112
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,333
|
|
|
$
|
9,833
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
1.82
|
|
|
|
11/10/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
17,700
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
17,700
|
|
Steffen Weisser
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,333
|
|
|
$
|
3,933
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
$
|
4,720
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,333
|
|
|
$
|
6,293
|
|
|
|
|
|
|
|
|
|
|
|
|
08/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
$
|
29,500
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
1.82
|
|
|
|
11/10/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
17,700
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
17,700
|
|
Peter Hultberg
|
|
|
08/17/2004
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
3.41
|
|
|
|
08/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
$
|
2,950
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
$
|
4,720
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,333
|
|
|
$
|
6,293
|
|
|
|
|
|
|
|
|
|
|
|
|
08/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
$
|
29,500
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
1.82
|
|
|
|
11/10/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
17,700
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
$
|
17,700
|
|
29
|
|
|
(1) |
|
Represents the number of shares of unvested RSAs, RSUs or PSAs
which remain under restriction multiplied by $1.18, the fair
market value (closing price) of the Companys Class A
Common Stock on June 30, 2010, the last trading day of
Fiscal 2010. |
|
(2) |
|
Pursuant to the Termination Agreement between Karl S. Puehringer
and the Company, effective September 30, 2010, all Awards
granted by the Company to Mr. Puehringer which have not
fully vested shall be forfeited to the extent not fully vested
as a result of the termination of Mr. Puehringers
employment by the Company and his resignation as a Director and
as President and Chief Executive Officer of the Company, except
the RSA made on March 7, 2008 with respect to which
Mr. Puehringer has made a timely election under
Section 83(b) of the Internal Revenue Code and paid the
income taxes payable by him as a result of such election which
shall not be forfeited and shall instead vest on such date that
such Award would have vested if Mr. Puehringers
employment by the Company had not terminated; stock options
which were granted to Mr. Puehringer and which have vested
but would otherwise have expired prior to September 30,
2012 may be exercised by Mr. Puehringer and shall not
expire until September 30, 2012. |
30
VESTING
SCHEDULE FOR UNVESTED RSAS AND PSAS
The amounts shown in columns (a) and (b) of the
Outstanding Equity Awards at June 30, 2010 Table above are
RSAs or RSUs and PSAs that have not yet vested. The table below
shows the vesting schedules for these outstanding awards. All
awards below vest on the anniversary of the date of grant in the
calendar year indicated except PSAs which vest upon achieving
certain targets by the fiscal year end (June 30) in the
calendar year indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
CY2010
|
|
CY2011
|
|
CY2012
|
|
Karl S. Puehringer(2)
|
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/07/2008
|
|
|
|
|
|
|
|
16,667
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/10/2009
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Jordan
|
|
|
11/13/2007
|
|
|
|
6,667
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
5,556
|
|
|
|
5,556
|
|
|
|
|
|
|
|
|
11/11/2008
|
(1)
|
|
|
|
|
|
|
8,333
|
|
|
|
|
|
|
|
|
11/10/2009
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
11/10/2009
|
(1)
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
Peter Hultberg
|
|
|
11/13/2007
|
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
2,666
|
|
|
|
2,667
|
|
|
|
|
|
|
|
|
11/11/2008
|
(1)
|
|
|
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
08/17/2009
|
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
8,334
|
|
|
|
|
11/10/2009
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
11/10/2009
|
(1)
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
Steffen Weisser
|
|
|
11/13/2007
|
|
|
|
3,333
|
|
|
|
|
|
|
|
|
|
|
|
|
11/11/2008
|
|
|
|
2,666
|
|
|
|
2,667
|
|
|
|
|
|
|
|
|
11/11/2008
|
(1)
|
|
|
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
08/17/2009
|
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
8,334
|
|
|
|
|
11/10/2009
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
11/10/2009
|
(1)
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
(1) |
|
PSAs |
|
(2) |
|
Pursuant to the Termination Agreement between Karl S. Puehringer
and the Company, effective September 30, 2010, all Awards
granted by the Company to Mr. Puehringer which have not
fully vested shall be forfeited to the extent not fully vested
as a result of the termination of Mr. Puehringers
employment by the Company and his resignation as a Director and
as President and Chief Executive Officer of the Company, except
the RSA made on March 7, 2008 with respect to which
Mr. Puehringer has made a timely election under
Section 83(b) of the Internal Revenue Code and paid the
income taxes payable by him as a result of such election which
shall not be forfeited and shall instead vest on such date that
such Award would have vested if Mr. Puehringers
employment by the Company had not terminated. |
31
OPTION
EXERCISES AND STOCK VESTED FOR THE FISCAL
YEAR ENDED JUNE 30, 2010
The following table lists the exercise of stock options and the
lapse of restrictions with respect to restricted stock awards
(RSAs) or restricted stock units (RSUs) for each NEO during the
fiscal year ended June 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares of
|
|
|
|
Shares of
|
|
|
|
|
Common Stock
|
|
|
|
Common Stock
|
|
Value Realized
|
|
|
Acquired
|
|
Value Realized
|
|
Acquired
|
|
on Vesting
|
|
|
on Exercise
|
|
on Exercise
|
|
on Vesting
|
|
($)
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
(1)
|
|
Karl S. Puehringer
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
$
|
14,200
|
|
|
|
|
|
|
|
|
|
|
|
|
21,667
|
|
|
$
|
30,767
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
$
|
15,900
|
|
|
|
|
|
|
|
|
|
|
|
|
16,667
|
|
|
$
|
18,834
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
$
|
11,800
|
|
John P. Jordan
|
|
|
|
|
|
|
|
|
|
|
5,555
|
|
|
$
|
8,832
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
$
|
9,867
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
$
|
9,467
|
|
Peter Hultberg
|
|
|
|
|
|
|
|
|
|
|
2,667
|
|
|
$
|
4,239
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
$
|
3,550
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
$
|
3,550
|
|
Steffen Weisser
|
|
|
|
|
|
|
|
|
|
|
2,666
|
|
|
$
|
4,239
|
|
|
|
|
|
|
|
|
|
|
|
|
3,333
|
|
|
$
|
4,733
|
|
|
|
|
(1) |
|
Value Realized on Vesting represents the fair market value
(closing price) of the Companys Class A Common Stock
on the date the restrictions on the RSAs or RSUs lapsed. |
PENSION
BENEFITS (SUPPLEMENTAL RETIREMENT BENEFITS
SERPs)
The table below shows the present value of accumulated benefits
as of the last day of the fiscal year ended June 30, 2010
payable to each of the NEOs who have SERP arrangements with the
Company and the number of years of service credited to each of
those NEOs under the SERP agreements. The calculation and
valuation of the accumulated benefits for the fiscal year ended
June 30, 2010 were made by Watson Wyatt Worldwide, the
Companys actuarial consultants, in accordance with
requirements of applicable accounting standards, including
SFAS 87, 88, 130, 132 and 158, and in conformance with
generally accepted actuarial principles and practices. The
material assumptions used in those calculations are set forth in
Note 12 Supplemental Compensation
to the consolidated financial statements of the Company
contained in the Companys Annual Report on
Form 10-K
for the fiscal year ended June 30, 2010, and are
incorporated by reference herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present
|
|
|
|
|
|
|
Number of Years
|
|
Value of Accumulated
|
|
Payments During
|
|
|
|
|
Credited Service
|
|
Benefit
|
|
Last Fiscal Year
|
Name
|
|
Plan Name
|
|
(#)
|
|
($)
|
|
($)
|
|
Karl S. Puehringer
|
|
|
SERP
|
|
|
|
9
|
|
|
|
910,799
|
(1)
|
|
|
|
|
John P. Jordan
|
|
|
SERP
|
|
|
|
3
|
|
|
|
260,363
|
|
|
|
|
|
32
|
|
|
(1) |
|
The amount shown in the table represent the present value of the
accumulated benefit; however, pursuant to the Termination
Agreement between Karl S. Puehringer and the Company, effective
September 30, 2010, Mr. Puehringer or his Beneficiary
will be paid an actual amount equal to one million eight hundred
ninety thousand ($1,890,000) dollars commencing in April 2011
and ending in September 2025, payable $31,500 during April, May
and June 2011 and thereafter a monthly payment of $10,500 for a
period of one hundred seventy-one (171) months. |
Other than the benefits described above, the Company does not
provide its NEOs with any nonqualified deferred compensation
benefits.
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The employment agreements that the Company has entered into with
each of the NEOs other than Mr. Puehringer require the
Company to provide for certain payments to those NEOs in the
event of termination of their employment or a change in control
of the Company. The following table shows estimated payments to
each of the Companys NEOs other than Mr. Puehringer
under their existing contracts under various scenarios involving
a termination of employment or a change in control of the
Company, assuming that such individuals employment was
terminated or a change in control of the Company had occurred on
June 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
|
|
John P. Jordan
|
|
Steffen Weisser
|
|
Peter Hultberg
|
|
Upon termination by the Company Without Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
255,000
|
|
|
$
|
244,580
|
|
|
$
|
192,300
|
|
Accrued but unpaid MICP(1)
|
|
$
|
127,500
|
|
|
$
|
122,290
|
|
|
$
|
96,150
|
|
Vested SERP Compensation(2)
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Cost of outplacement
|
|
$
|
15,000
|
|
|
|
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
14,976
|
|
|
|
|
|
|
$
|
5,112
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
28,221
|
|
|
$
|
22,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination by Mutual Consent
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
$
|
127,500
|
|
|
$
|
122,290
|
|
|
$
|
96,150
|
|
Vested SERP Compensation
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
17,403
|
|
|
$
|
45,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination by the Company for Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
17,403
|
|
|
$
|
45,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination by the Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon the occurrence of Certain Events(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
255,000
|
|
|
$
|
122,290
|
|
|
$
|
96,150
|
|
Accrued but unpaid MICP
|
|
$
|
127,500
|
|
|
$
|
122,290
|
|
|
$
|
96,150
|
|
Vested SERP Compensation
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Cost of outplacement
|
|
$
|
15,000
|
|
|
|
|
|
|
|
|
|
Insurance reimbursement
|
|
$
|
14,976
|
|
|
|
|
|
|
$
|
5,112
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
17,403
|
|
|
$
|
45,117
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
|
|
John P. Jordan
|
|
Steffen Weisser
|
|
Peter Hultberg
|
|
Upon termination as a result of Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
Disability Payment
|
|
$
|
47,216
|
(4)
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
$
|
127,500
|
|
|
$
|
122,290
|
|
|
$
|
96,150
|
|
Vested SERP Compensation
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
17,403
|
|
|
$
|
45,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination as a result of Death
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
$
|
127,500
|
|
|
$
|
122,290
|
|
|
$
|
96,150
|
|
Vested SERP Compensation
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
17,403
|
|
|
$
|
45,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon termination for Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
$
|
127,500
|
|
|
$
|
122,290
|
|
|
$
|
96,150
|
|
Vested SERP Compensation
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
17,403
|
|
|
$
|
45,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon expiration of Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued but unpaid MICP
|
|
$
|
127,500
|
|
|
|
|
|
|
|
|
|
Vested SERP Compensation
|
|
$
|
260,363
|
|
|
|
|
|
|
|
|
|
Insurance reimbursement
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
|
$
|
8,337
|
|
|
$
|
17,403
|
|
|
$
|
45,117
|
|
|
|
|
(1) |
|
Reflects the value of the payment under the Companys MICP
assuming the payout was at 100% of the target. |
|
(2) |
|
Reflects the present value of the SERP benefits that would be
provided upon termination. This is not a lump sum payment. |
|
(3) |
|
Mr. Jordans employment agreement provides that, upon
the occurrence of certain events (e.g. a material diminution of
duties or the assignment of duties that are materially
inconsistent with the NEOs position, merger or sale by the
Company with or into another entity, sale by the Company of
substantially all of its assets, change of a majority of
directors of the Company, or adoption by the Company of any plan
of liquidation), the NEO may terminate his employment and
receive the same payments from the Company that the Company
would have been obligated to pay in the case of Termination by
the Company Without Cause. In the employment agreements of
Mr. Hultberg and Dr. Weisser, there are no such
provisions; however, those NEOs may terminate their respective
employment agreements at any time upon six months notice and the
amounts shown above reflect what payments would be due upon such
terminations. |
|
(4) |
|
Reflects the present value of disability payments in an amount
of 50% of the NEOs monthly base salary payable until the
NEO attains the age of 65. This is not a lump sum payment. |
34
With regard to Mr. Puehringer, his employment by the
Company as well as his amended and restated employment
agreement, was terminated effective September 30, 2010
pursuant to a Termination Agreement dated September 30,
2010 between the Company and Mr. Puehringer. Pursuant to
the Termination Agreement, Mr. Puehringer resigned as a
Director and as President and Chief Executive Officer of the
Company. Also pursuant to the Termination Agreement, the Company
will pay or reimburse to Mr. Puehringer the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued and Unpaid Salary(1)
|
|
$
|
112,269
|
|
|
|
|
|
Severance Compensation(2)
|
|
$
|
840,000
|
|
|
|
|
|
Fiscal 2011 Incentive Compensation(3)
|
|
|
|
|
|
|
|
|
Deferred Compensation(4)
|
|
$
|
1,890,000
|
|
|
|
|
|
Medical Benefits(5)
|
|
$
|
31,483
|
|
|
|
|
|
Automobile(6)
|
|
$
|
7,670
|
|
|
|
|
(1) |
|
Represents accrued and accumulated vacation days through
September 30, 2010. This is a lump sum payable on or before
October 15, 2010. |
|
(2) |
|
Severance payments will be payable $245,000 on the first regular
payroll date for salaried employees of the Company in April 2011
and thereafter a monthly amount of $35,000 beginning on the
first regular payroll date for salaried employees of the Company
in May 2011 for a period of eight (8) months and a final
payment of $315,000 on December 31, 2011. |
|
(3) |
|
Twenty-five (25%) percent of the incentive compensation that
Mr. Puehringer would have received for the fiscal year
ending June 30, 2011 if Mr. Puehringer had been
employed by the Company during the entire fiscal year ending
June 30, 2011 which shall be determined and paid to
Mr. Puehringer in accordance with the terms of the
Companys MICP as in effect on September 30, 2010 for
the fiscal year ending June 30, 2011. This will be a lump
sum payment ranging from zero to $78,750, payable no later than
December 31, 2011. |
|
(4) |
|
Deferred compensation payments will commence on the first
regular payroll date for salaried employees of the Company in
April 2011 and ending on the first regular payroll date for
salaried employees of the Company in September 2025, payable
$31,500 in each of the first regular payroll dates for salaried
employees of the Company in April, May and June 2011 and
thereafter a monthly payment of $10,500 beginning on the first
regular payroll date for salaried employees of the Company in
July 2011 for a period of one hundred seventy-one
(171) months. |
|
(5) |
|
Amount shown represents the Companys reimbursement to
Mr. Puehringer of eighty (80%) percent of any premiums paid
by Mr. Puehringer for continuation of the medical benefits
previously provided by the Company for the period he is entitled
to COBRA continuation coverage under Section 498B of the
Internal Revenue Code (the Code) or
September 30, 2012, whichever occurs first. |
|
(6) |
|
Amount shown represents the automobile lease payments for the
automobile that the Company leases and is presently providing to
Puehringer for a period of seven (7) months commencing
October 1, 2010 and ending April 30, 2011. |
35
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Samuel B. Fortenbaugh III, a Director of the Company since 1987,
has rendered legal services to the Company since September 2002.
During the fiscal year ended June 30, 2010, the Company
paid $139,321 to Mr. Fortenbaugh for legal services
rendered. Prior to September 2002, Mr. Fortenbaugh was a
partner of the law firm of Morgan Lewis & Bockius LLP,
which firm has rendered legal services to the Company since 1980.
Akira Hara, a Director of the Company from 1989 through 2008,
has served as a strategic advisor to the Company from
January 1, 2004 through October 1, 2008 and since that
time has served as a senior advisor to the Company. He is also a
non-executive Chairman of Baldwin Japan Limited, a wholly-owned
subsidiary of the Company. Mr. Hara currently receives
compensation of approximately $40,000 per year as a senior
advisor. In addition, Mr. Hara also receives benefits under
a non-qualified supplemental executive retirement plan, which
expires in 2015 or upon his death, whichever occurs later. The
estimated annual benefit paid to Mr. Hara under this
supplemental plan is approximately $136,000.
36
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Grant Thornton LLP (GT) has audited the accounts of
the Company since the fiscal year ended June 30, 2007.
The table below provides a summary of the aggregate fees billed
for professional services rendered to the Company by GT during
the fiscal years ended June 30, 2009 and 2010.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Audit Fees
|
|
$
|
1,182,448
|
|
|
$
|
1,323,414
|
|
Audit-Related Fees
|
|
$
|
3,600
|
|
|
$
|
80,891
|
|
Tax Fees
|
|
|
|
|
|
$
|
44,784
|
|
All Other Fees
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
1,186,048
|
|
|
$
|
1,449,088
|
|
In accordance with its charter, the Audit Committee pre-approves
all non-audit fees. There were no non-audit services provided by
GT to the Company during Fiscal 2010.
A representative of GT is expected to be present at the Annual
Meeting and will have the opportunity to make a statement if the
representative desires to do so and to respond to appropriate
questions of stockholders.
STOCKHOLDER
PROPOSALS
Stockholders may present proposals for inclusion in the
Companys 2011 proxy statement provided they are received
by the Company no later than June 16, 2011, which, pursuant
to SEC rules, is 120 days prior to the first anniversary of
the mailing date of this proxy statement for the 2010 Annual
Meeting of Stockholders, and are otherwise in compliance with
applicable SEC regulations. A stockholder who wishes to present
a proposal at the 2011 Annual Meeting of Stockholders when such
proposal is not intended to be included in the Companys
2011 proxy statement must give advance notice to the Company on
or before August 31, 2011, which, pursuant to SEC rules, is
45 days prior to the first anniversary of the mailing date
of this proxy statement for the 2010 Annual Meeting of
Stockholders.
GENERAL
So far as is now known, there is no business other than that
described above to be presented for action by the stockholders
at the meeting, but it is intended that the Proxies will be
voted upon any other matter or proposal that may legally come
before the meeting or any adjournment thereof in accordance with
the discretion of the persons named therein.
37
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORT COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys directors, executive officers, and
persons who own more than 10% of a registered class of the
Companys equity securities to file with the Company, the
SEC, and the NYSE Amex initial reports of ownership and reports
of changes in ownership of any equity securities of the Company.
During Fiscal 2010, to the best of the Companys knowledge,
all required reports were filed on a timely basis. In making
this statement, the Company has relied on the written
representations of its directors and executive officers and
copies of the reports provided to the Company.
ANNUAL
REPORT ON
FORM 10-K
A copy of the Companys Annual Report on
Form 10-K
for the fiscal year ended June 30, 2010, including
financial statements, may be obtained without charge by writing
to the Company Secretary at the above address. The Annual Report
is also available on the Companys website at
www.baldwintech.com under Investor Relations.
OTHER
INFORMATION
The cost of solicitation of Proxies will be borne by the
Company. Solicitation of Proxies may be made by mail, personal
interview, telephone and facsimile by officers, directors and
regular employees of the Company.
Helen P. Oster
Secretary
38
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
|
|
|
[ X ] |
|
PLEASE MARK VOTES
AS IN THIS EXAMPLE |
Annual Meeting of Stockholders
to be held November 16, 2010
401(k) PLAN
Revoking any such prior appointment, the undersigned, a stockholder of BALDWIN TECHNOLOGY
COMPANY, INC., hereby appoints JOHN P. JORDAN and HELEN P. OSTER, and each of them, attorneys and
agents of the undersigned, with full power of substitution to vote all shares of the Class A Common
Stock of the undersigned in said Company at the Annual Meeting of Stockholders of said Company to
be held at the offices of the Company, 2 Trap Falls Road, Suite 402, Shelton, Connecticut on
November 16, 2010 at 10:00 a.m., Eastern Standard Time, and at any adjournments thereof, as fully
and effectually as the undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes may lawfully do in
place of the undersigned as indicated hereon.
1. To elect three Class II Directors to serve for a three-year term or until their successors are
elected and qualified:
For [ ] Withhold [ ] For All Except [ ]
Mark T. Becker, Gerald A. Nathe and Ronald B. Salvagio
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
|
|
|
2. |
|
To transact such other business as may properly come before the meeting or any adjournment
thereof. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to date and sign this proxy card in the box below.
Detach above card, sign, date and mail in postage paid envelope provided.
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a partnership, please sign in
full partnership name by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS
PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
ANNUAL MEETING MATERIALS ARE
AVAILABLE ON LINE AT
http://www.annualmeeting.baldwintech.com
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
|
|
|
[ X ] |
|
PLEASE MARK VOTES |
|
AS IN THIS EXAMPLE |
Annual Meeting of Stockholders
to be held November 16, 2010
CLASS A COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of BALDWIN TECHNOLOGY
COMPANY, INC., hereby appoints JOHN P. JORDAN and HELEN P. OSTER, and each of them, attorneys and
agents of the undersigned, with full power of substitution to vote all shares of the Class A Common
Stock of the undersigned in said Company at the Annual Meeting of Stockholders of said Company to
be held at the offices of the Company, 2 Trap Falls Road, Suite 402, Shelton, Connecticut on
November 16, 2010 at 10:00 a.m., Eastern Standard Time, and at any adjournments thereof, as fully
and effectually as the undersigned could do if personally present and voting, hereby approving,
ratifying and confirming all that said attorneys and agents or their substitutes may lawfully do in
place of the undersigned as indicated hereon.
1. To elect three Class II Directors to serve for a three-year term or until their successors
are elected and qualified:
For [ ] Withhold [ ] For All Except [ ]
Mark T. Becker, Gerald A. Nathe and Ronald B. Salvagio
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
2. |
|
To transact such other business as may properly come before the meeting or any
adjournment thereof.
|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
MARK HERE
IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE
FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to date and sign this proxy card in the box below.
Detach above card, sign, date and mail in postage paid envelope provided.
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a partnership, please sign in
full partnership name by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
ANNUAL MEETING MATERIALS ARE
AVAILABLE ON LINE AT
http://www.annualmeeting.baldwintech.com
REVOCABLE PROXY
BALDWIN TECHNOLOGY COMPANY, INC.
|
|
|
[ X ]
|
|
PLEASE MARK VOTES |
|
AS IN THIS EXAMPLE |
Annual Meeting of Stockholders
to be held November 16, 2010
CLASS B COMMON STOCK
Revoking any such prior appointment, the undersigned, a stockholder of BALDWIN TECHNOLOGY COMPANY,
INC., hereby appoints JOHN P. JORDAN and HELEN P. OSTER, and each of them, attorneys and agents of
the undersigned, with full power of substitution to vote all shares of the Class B Common Stock of
the undersigned in said Company at the Annual Meeting of Stockholders of said Company to be held at
the offices of the Company, 2 Trap Falls Road, Suite 402, Shelton, Connecticut on November 16, 2010
at 10:00 a.m., Eastern Standard Time, and at any adjournments thereof, as fully and effectually as
the undersigned could do if personally present and voting, hereby approving, ratifying and
confirming all that said attorneys and agents or their substitutes may lawfully do in place of the
undersigned as indicated hereon.
1. To
elect one Class II Director to serve for a three-year term or
until his successor is elected and qualified:
For [ ] Withhold [ ] For All Except [ ]
Gerald A. Nathe
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and
write that nominees name in the space provided below.
2. To transact such other business as may properly come before the meeting or any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
Please be sure to date and sign this proxy card in the box below.
Detach above card, sign, date and mail in postage paid envelope provided.
BALDWIN TECHNOLOGY COMPANY, INC.
When shares are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a partnership, please sign in
full partnership name by authorized person.
Please sign exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS
PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
ANNUAL MEETING MATERIALS ARE
AVAILABLE ON LINE AT
http://www.annualmeeting.baldwintech.com