SYKES ENTERPRISES, INCORPORATED
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a party other than the
Registrant o
Check the appropriate box:
o Preliminary Proxy
Statement
o Confidential, for
use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ Definitive Proxy
Statement
o Definitive Additional
Materials
o Soliciting Material
Pursuant to
§240.14a-12
Sykes
Enterprises, Incorporated
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
þ
|
No Fee Required
|
|
o
|
Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
|
|
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
o
|
Fee paid previously with preliminary materials.
|
|
o
|
Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
TABLE OF CONTENTS
400 North
Ashley Drive
Tampa, Florida 33602
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 2007
To the Shareholders of Sykes Enterprises, Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
(the Annual Meeting) of Sykes Enterprises,
Incorporated (the Company) will be held at the Tampa
Marriott Waterside, 700 South Florida Avenue, Tampa, Florida, on
Wednesday, May 23, 2007, at 9:00 a.m., Eastern
Daylight Savings Time, for the following purposes:
1. To elect 4 directors to hold office until the 2010
Annual Meeting of Shareholders;
2. To ratify the appointment of Deloitte & Touche
LLP as independent auditors of the Company; and
3. To transact any other business as may properly come
before the Annual Meeting.
Only shareholders of record as of the close of business on
April 4, 2007, will be entitled to vote at the Annual
Meeting or any adjournment or postponement of the Annual
Meeting. Information relating to the matters to be considered
and voted on at the Annual Meeting is set forth in the proxy
statement accompanying this Notice.
By Order of the Board of Directors,
James T. Holder
Secretary
April 18, 2007
YOUR VOTE
IS IMPORTANT
To assure your representation at the Annual Meeting, please
vote on the matters to be considered at the Annual Meeting by
completing the enclosed proxy and mailing it promptly in the
enclosed envelope. If your shares are held in street name by a
brokerage firm, bank or other nominee, the nominee will supply
you with a proxy card to be returned to it. It is important that
you return the proxy card as quickly as possible so that the
nominee may vote your shares. If your shares are held in street
name by a nominee, you may not vote such shares in person at the
Annual Meeting unless you obtain a power of attorney or legal
proxy from such nominee authorizing you to vote the shares, and
you present this power of attorney or proxy at the Annual
Meeting.
400 North
Ashley Drive
Tampa, Florida 33602
PROXY
STATEMENT
FOR
2007 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Sykes Enterprises, Incorporated (the Company) for
the Annual Meeting of Shareholders (the Annual
Meeting) to be held at the Tampa Marriott Waterside, 700
South Florida Avenue, Tampa, Florida, on Wednesday, May 23,
2007, at 9:00 a.m., Eastern Daylight Savings Time, or any
adjournment or postponement of the Annual Meeting.
This Proxy Statement and the annual report to shareholders of
the Company for the year ended December 31, 2006, are first
being mailed on or about April 20, 2007, to shareholders
entitled to vote at the Annual Meeting.
SHAREHOLDERS
ENTITLED TO VOTE
The record date for the Annual Meeting is April 4, 2007.
Only shareholders of record as of the close of business on the
record date are entitled to notice of the Annual Meeting and to
vote at the Annual Meeting. As of the record date,
40,619,419 shares of common stock were outstanding and
entitled to vote at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspector of elections appointed for the Annual
Meeting, who will also determine whether a quorum is present for
the transaction of business. The Companys Bylaws provide
that a quorum is present if the holders of a majority of the
issued and outstanding shares of common stock entitled to vote
at the meeting are present in person or represented by proxy. At
the Annual Meeting, if a quorum exists, Directors will be
elected by a plurality of the votes cast in the election.
Abstentions will be counted as shares that are present and
entitled to vote for purposes of determining whether a quorum is
present. Shares held by nominees for beneficial owners will also
be counted for purposes of determining whether a quorum is
present if the nominee has the discretion to vote on at least
one of the matters presented, even though the nominee may not
exercise discretionary voting power with respect to other
matters and even though voting instructions have not been
received from the beneficial owner (a broker
non-vote). Broker non-votes will not be counted as votes
cast in determining whether a Proposal has been approved.
Shareholders are requested to vote by completing the enclosed
Proxy and returning it signed and dated in the enclosed
postage-paid envelope. Shareholders are urged to indicate their
votes in the spaces provided on the Proxy. Proxies solicited by
the Board of Directors of the Company will be voted in
accordance with the directions given in the Proxy. Where no
instructions are indicated, signed Proxies will be voted FOR
each of the proposals listed in the Notice of Annual Meeting of
Shareholders. Returning your completed Proxy will not prevent
you from voting in person at the Annual Meeting, should you be
present and wish to do so.
Any shareholder giving a Proxy has the power to revoke it at any
time before it is exercised by:
|
|
|
|
|
filing with the Secretary of the Company written notice of
revocation,
|
|
|
|
submitting a duly executed Proxy bearing a later date than the
previous Proxy, or
|
|
|
|
appearing at the Annual Meeting and voting in person.
|
Proxies solicited by this Proxy Statement may be exercised only
at the Annual Meeting and any adjournment of the Annual Meeting
and will not be used for any other meeting. Proxies solicited by
this Proxy Statement will be returned to the Board of Directors
and will be tabulated by an inspector of elections designated by
the Board of Directors.
The cost of solicitation of Proxies by mail on behalf of the
Board of Directors will be borne by the Company. Proxies also
may be solicited by personal interview or by telephone by
directors, officers, and other employees of the Company
without additional compensation. The Company also has made
arrangements with brokerage firms, banks, nominees, and other
fiduciaries that hold shares on behalf of others to forward
proxy solicitation materials to the beneficial owners of such
shares. The Company will reimburse such record holders for their
reasonable
out-of-pocket
expenses.
PROPOSAL 1:
ELECTION
OF DIRECTORS
The Companys Board of Directors currently is comprised of
11 individuals, and is divided into three classes (designated
CLASS I, CLASS II, and
CLASS III), as nearly equal in number as
possible, with each class serving a three-year term expiring at
the third annual meeting of shareholders after its election. The
term of the four current CLASS II directors will expire at
the Annual Meeting. The Companys Board of Directors, upon
the recommendation of the Nominating and Corporate Governance
Committee, has nominated Paul L. Whiting, Mark C. Bozek, Lt.
Gen. Michael DeLong (Ret.) and Iain A. Macdonald to stand for
re-election as CLASS II directors, whose terms will all
expire at the 2010 Annual Meeting of Shareholders.
In the event any nominee is unable to serve, the persons
designated as proxies will cast votes for such other person in
their discretion as a substitute nominee. The Board of Directors
has no reason to believe that the nominees named herein will be
unavailable or, if elected, will decline to serve.
The Board of Directors recommends the following nominees for
election as directors in the Classes specified and urges each
shareholder to vote FOR the nominees. Executed
proxies in the accompanying form will be voted at the Annual
Meeting FOR the election as directors of the
nominees named below, unless authority to do so is withheld.
DIRECTORS
STANDING FOR ELECTION AT THE 2007 ANNUAL MEETING
CLASS II
TERM EXPIRES AT THE 2010 ANNUAL MEETING
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation and Other Information
|
|
Paul L. Whiting
|
|
|
63
|
|
|
Paul L. Whiting was elected to the
Board of Directors in December of 2003 and was elected Chairman
in August, 2004. He is also a member of the Boards Audit
Committee. Since 1997 Mr. Whiting has been President of
Seabreeze Holdings, Inc., a privately held consulting and
investment company. From 1991 through 1996, Mr. Whiting
held various positions within Spalding & Evenflo
Companies, Inc., including Chief Executive Officer.
Mr. Whiting has held similar high-level finance and
administration positions at Questor Corporation. Presently,
Mr. Whiting sits on the boards of TECO Energy, Inc. and
Tampa Banking Co. Mr. Whiting also serves on the boards of
various civic organizations, including, among others, the
Academy Prep Center of Tampa, Inc., a full scholarship, private
college preparatory middle school for low-income children, where
he is the Board President.
|
2
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation and Other Information
|
|
Mark C. Bozek
|
|
|
45
|
|
|
Mark C. Bozek was elected to the
Board of Directors in August of 2003 and is a member and
Chairman of the Compensation and Human Resource Development
Committee. Mr. Bozek is the President of Galgos
Entertainment, a privately held film production company which he
founded in January 2003. From March 1997 until February 2003,
Mr. Bozek served as the Chief Executive Officer of HSN
(f/k/a Home Shopping Network). From April 1993 until February
1996, Mr. Bozek served as the Vice President of
Broadcasting for QVC. Mr. Bozek is an active member of the
Young Presidents Organization and he previously served as
a member of the National Retail Federation board for four years.
|
Lt. Gen. Michael P. DeLong
(Retired)
|
|
|
61
|
|
|
Lt. General Michael DeLong (USMC
Retired) was elected to the Board of Directors in September of
2003 and is a member of the Nominating and Corporate Governance
Committee. Since October 2003, Lt. Gen. DeLong has served as
Vice Chairman of Shaw Arabia Limited, President of Shaw CentCom
Services, LLC, and Senior Vice President of the Shaw Group, Inc.
From 1967 until his retirement on November 1, 2003, Lt.
Gen. DeLong led a distinguished military career, most recently
serving as the Deputy Commander, United States Central Command
at MacDill Air Force Base, Tampa, Florida. He holds a
Masters Degree in Industrial Management from Central
Michigan University and an honorary Doctorate in Strategic
Intelligence from the Joint Military Intelligence College.
Lt. General DeLong graduated from the Naval Academy as an
Engineer.
|
Iain A. Macdonald
|
|
|
62
|
|
|
Iain A. Macdonald was originally
elected to the Board of Directors in 1998 and served until 2001,
when he resigned for personal reasons. Mr. Macdonald was
re-elected to the Board of Directors in May of 2004 and is a
member of the Audit Committee. During the past 5 years,
Mr. Macdonald has served on the boards of a series of
technology-based business ventures which he has assisted to
develop and obtain funding. He is currently Chairman of Yakara
plc, a developer of SMS software solutions and Realise Ltd., an
internet systems integrator, both of which are located in
Scotland. He is also on the Boards of Northern AIM VCT, a
Scottish venture capital investment fund and the Dunedin Canmore
Housing Association. Prior to joining the Companys Board
in 1998, Mr. Macdonald served as a director of McQueen
International LTD. from 1996 until its acquisition by the
Company.
|
3
DIRECTORS
WHOSE TERMS OF OFFICE CONTINUE
CLASS I
TERM EXPIRES AT THE 2008 ANNUAL MEETING
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation and Other Information
|
|
H. Parks Helms
|
|
|
71
|
|
|
H. Parks Helms has served as a
director of the Company since its inception in 1977 and is a
member and Chairman of the Nominating and Corporate Governance
Committee. Mr. Helms is President and Managing Partner of
the law firm of Helms, Henderson & Associates, P.A., in
Charlotte, North Carolina and has been with the firm, and its
predecessor firm, Helms, Cannon, Henderson & Porter,
P.A. for more than the past five years. Mr. Helms has held
numerous political appointments and elected positions, including
as a member of the North Carolina House of Representatives. He
currently is Chairman of the Mecklenburg County, North Carolina
Board of County Commissioners.
|
Linda McClintock-Greco, M.D.
|
|
|
52
|
|
|
Dr. Linda
McClintock-Greco
is currently the Medical Director and President of Age-Less
Medicine; a concept focusing on quality of life medicine.
Dr. McClintock-Greco
specializes in age management, weight management, Botox, and
Restylane enhancements, body sculpting with mesotherapy, medical
microdermabrasion, medical grade peels and DNA Stem Cell
applications. She currently appears as a health team
correspondent for Bay News 9 television in Tampa, Florida.
From 1998 through 2005,
Dr. McClintock-Greco
was the medical director of Greco and Associates Consulting,
Inc., a firm that dealt primarily with health care issues from a
national and international prospective. From 1994 to 1998
Dr. McClintock-Greco
served as Medical Director of Health Ease, a medical plan owned
by Tampa General Hospital. In addition to her duties as Medical
director, in 1996 she was promoted to Chief Executive Officer of
the plan and served in that capacity until 1998. From February
1993 to August 1994,
Dr. McClintock-Greco
served as the Associate Medical Director for Humana Health Plan.
From 1986 to 1993
Dr. McClintock-Greco
was in the private practice of pediatric medicine in Houston,
Texas.
Dr. McClintock-Greco
has served as a volunteer for many charitable organizations
including the American Red Cross, Hillsborough County Crisis
Center, American Cancer Associations and the Museum of Science
and Industry in Tampa.
Dr. McClintock-Greco
currently Co-Chairs the Friends of the Tampa Police Department
Community Foundation.
|
4
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation and Other Information
|
|
James K. (Jack)
Murray, Jr.
|
|
|
71
|
|
|
Mr. Murray was elected to the
Board of Directors in May 2005 and is a member of the
Compensation and Human Resource Development Committee. During
the past fifteen years, Mr. Murray has served as Chairman
of Murray Corporation, a private venture capital enterprise
based in Tampa, Florida. In 1970, Mr. Murray was one of the
founders of a company that is today HealthPlan Services, Inc.
and PlanVista, Inc., which was acquired by The Dun &
Bradstreet Corporation (NYSE:DNB) in 1978. From 1978 through
1993, Mr. Murray served in various capacities for
Dun & Bradstreet Corporation, including President of
Dun & Bradstreet Credit Services, and from 1990 through
1993, served in various capacities including President,
principal executive officer and Chairman for the Reuben H.
Donnelley Corp., a publisher of telephone yellow pages. In 1994,
Mr. Murray and several other financial partners, acquired
HealthPlan Services from Dun & Bradstreet. In May,
1995, HealthPlan Services became a public company and was listed
on the New York Stock Exchange. Mr. Murray retired from
HealthPlan Services in 2000. Mr. Murray currently serves as
a Trustee of Berkeley Preparatory School, and Chairman and
Trustee of the St. Johns Episcopal Church Foundation, all
in Tampa, Florida. Mr. Murray also serves as a member of
the Board of The General Theological Seminary in New York City.
|
James S. MacLeod
|
|
|
59
|
|
|
James S. MacLeod was elected to
the Board of Directors in May 2005 and is a member of the
Compensation and Human Resource Development Committee.
Mr. MacLeod has served as Managing Director of
CoastalStates Bank in Hilton Head Island, South Carolina since
February, 2004. Mr. MacLeod also serves on the Board of
Directors of CoastalStates Bank and CoastalSouth Bancshares, its
holding company. From June, 1982 to February, 2004 he held
various positions at Mortgage Guaranty Insurance Corp in
Milwaukee, Wisconsin, the last 7 years serving as its
Executive Vice President. Mr. MacLeod has a Bachelor of
Science degree in Economics from the University of Tampa, a
Master of Science in Real Estate and Urban Affairs from Georgia
State University and a Masters in City Planning from the Georgia
Institute of Technology. Mr. MacLeod is currently a Trustee
of the University of Tampa, Hilton Head Preparatory School and
the Allianz Funds.
|
5
CLASS III
TERM EXPIRES AT THE 2009 ANNUAL MEETING
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation and Other Information
|
|
Charles E. Sykes
|
|
|
44
|
|
|
Charles E. Sykes was elected to
the Board of Directors in August, 2004 to fill the vacancy
created by the retirement of the Companys founder and
former Chairman, John H. Sykes. Mr. Charles Sykes joined
the Company in September, 1986 and has served in numerous
capacities throughout his years with the Company.
Mr. Charles Sykes was appointed as Vice President of Sales,
North America in 1999 and between the years of 2000 to 2003
served as Group Executive, Sr. Vice President of Marketing
and Global Alliances, and Senior Vice President of Global
Operations. Mr. Sykes was appointed President and Chief
Operating Officer in July, 2003 and was named President and
Chief Executive Officer in August 2004. Mr. Sykes received
his Bachelor of Science degree in mechanical engineering from
North Carolina State University in 1985. He has served as a
Board Member of Americas Second Harvest of Tampa since
2004.
|
Furman P.
Bodenheimer, Jr.
|
|
|
77
|
|
|
Furman P. Bodenheimer, Jr.
was elected to the Board of Directors in 1991 and is a member of
the Nominating and Corporate Governance Committee.
Mr. Bodenheimer has been President and Chief Executive
Officer of Zickgraf Enterprises, Inc. and Nantahala Lumber in
Franklin, North Carolina for more than the past five years.
Mr. Bodenheimer is retired as president of the First
Citizens Bank & Trust Company in North Carolina, where
he was employed for 30 years.
|
William J. Meurer
|
|
|
63
|
|
|
William J. Meurer was elected to
the Board of Directors in October 2000 and is a member and
Chairman of the Audit Committee. Previously, Mr. Meurer was
employed for 35 years with Arthur Andersen LLP where he
served most recently as the Managing Partner for Arthur
Andersens Central Florida operations. Since retiring from
Arthur Andersen in 2000, Mr. Meurer has been a private
investor and consultant. Mr. Meurer also serves on the
Board of Trustees for St. Josephs Baptist Health Care and
as a member of the Board of Directors of the Heritage Family of
Funds, Tribridge, Inc. and Cerebit Security, Inc.
|
CORPORATE
GOVERNANCE
The Company maintains a corporate governance page on its website
which includes key information about its corporate governance
initiatives, including its Corporate Governance Guidelines, Code
of Ethics, and charters for the committees of the Board of
Directors. The corporate governance page can be found at
www.sykes.com/investors.asp, by clicking on
Corporate Governance.
The Companys policies and practices reflect corporate
governance initiatives that are compliant with the listing
requirements of the Nasdaq Stock Market and the corporate
governance requirements of the Sarbanes-Oxley Act of 2002,
including:
|
|
|
|
|
the Board of Directors has adopted clear corporate governance
policies;
|
|
|
|
a majority of the board members are independent of the Company
and its management;
|
6
|
|
|
|
|
all members of the key board committees the Audit
Committee, the Compensation and Human Resource Development
Committee and the Nominating and Corporate Governance
Committee are independent;
|
|
|
|
the independent members of the Board of Directors meet regularly
without the presence of management;
|
|
|
|
the Company has adopted a code of ethics that applies to all
directors, officers and employees which is monitored by its
Nominating and Corporate Governance Committee;
|
|
|
|
the charters of the Board committees clearly establish their
respective roles and responsibilities; and
|
|
|
|
the Companys Audit Committee has established procedures
for the receipt, retention and treatment, on a confidential
basis, of complaints received by the Company, including the
Board and the Audit Committee, regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submissions by employees of concerns regarding
questionable accounting or auditing matters. These procedures
are described under Communications With Our Board
below.
|
Certain
Relationships and Related Person Transactions
Review
and Approval of Related Person
Transactions.
In order to ensure that material transactions and relationships
involving a potential conflict of interest for any executive
officer or director of the Company are in the best interests of
the Company, under the Code of Ethics adopted by the Board of
Directors for all of our employees and directors, all such
conflicts of interest are required to be reported to the Board
of Directors, and the approval of the Board of Directors must be
obtained in advance for the Company to enter into any such
transaction or relationship. Pursuant to the Code, no officer or
employee of the Company may, on behalf of the Company, authorize
or approve any transaction or relationship, or enter into any
agreement, in which such officer or any member of his or her
immediate family may have a personal interest without such Board
approval. Further, no officer or employee of the Company may, on
behalf of the Company, authorize or approve any transaction or
relationship, or enter into any agreement, if they are aware
that an executive officer or a director of the Company, or any
member of any such persons family, may have a personal
interest in such transaction or relationship, without such Board
approval.
The Companys Audit Committee reviews all conflict of
interest transactions involving executive officers and directors
of the Company, pursuant to its charter.
In the course of their review of a related party transaction,
the Board and the Audit Committee considers:
|
|
|
|
|
the nature of the related persons interest in the
transaction;
|
|
|
|
the material terms of the transaction, including, without
limitation, the amount and type of transaction;
|
|
|
|
the importance of the transaction to the Company;
|
|
|
|
the importance of the transaction to the related person;
|
|
|
|
whether the transaction would impair the judgment of the
director or executive officer to act in the best interests of
the Company; and
|
|
|
|
any other matters the Board or Committee deems appropriate.
|
Any member of the Board or the Audit Committee who has a
conflict of interest with respect to a transaction under review
may not participate in the deliberations or vote respecting
approval of the transaction, provided, however, that such
director may be counted in determining the presence of a quorum.
Related
Party
Transactions.
During the year ended December 31, 2006, the Company paid
$365,816 to JHS Leasing of Tampa, Inc., an entity owned by
Mr. John H. Sykes, former Chairman of the Board and Chief
Executive Officer and current principal shareholder, for the use
of its corporate aircraft. The lease of the aircraft is pursuant
to a written agreement which has been approved by the Audit
Committee and the Board. On a quarterly basis, the Audit
Committee reviews a report which provides the details of each
use of this aircraft by management, including the business
purpose, the passengers, and the
7
destination of each flight as well as the cost to the Company,
to determine that each such use is in accordance with Company
policy.
Director
Independence
In accordance with NASDAQ rules, the Board affirmatively
determines the independence of each Director and nominee for
election as a Director in accordance with guidelines it has
adopted, which include all elements of independence set forth in
the NASDAQ listing standards. In conducting its evaluation of
Mr. Whiting, the Board considered the Companys
consulting engagement of Mr. Whitings adult son, for
which the compensation during each of the past two years has not
exceeded $60,000. In conducting its evaluation of
Mr. Macdonald, the Board considered the business the
Company conducted with Yakara, plc, a company that supplies
interactive text response solutions that automate inbound and
outbound customer contacts. Mr. Macdonald serves as
Chairman of the Board of Yakara, plc. The Board determined that
the business conducted with Yakara, plc was not material. The
Board has determined that neither of these arrangements are of a
level requiring disclosure under SEC rules and do not affect the
independence of the subject Board members. Based upon these
standards, at its meeting held on March 29, 2007, the Board
determined that each of the following non-employee Directors is
independent and has no material relationship with the Company,
except as a Director and stockholder of the Company:
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
Paul L. Whiting
|
|
|
(6
|
)
|
|
Iain A. Macdonald
|
|
(2
|
)
|
|
F. P. Bodenheimer, Jr.
|
|
|
(7
|
)
|
|
James S. MacLeod
|
|
(3
|
)
|
|
Mark C. Bozek
|
|
|
(8
|
)
|
|
Linda McClintock-Greco, MD
|
|
(4
|
)
|
|
Lt. Gen. Michael DeLong (Ret.)
|
|
|
(9
|
)
|
|
William J. Meurer
|
|
(5
|
)
|
|
H. Parks Helms
|
|
|
(10
|
)
|
|
James K. Murray, Jr.
|
In addition, based on such standards, the Board affirmatively
determined that Charles E. Sykes is not independent because he
is the President and Chief Executive Officer of the Company.
Nominations
for Directors
The Nominating and Corporate Governance Committee is responsible
for screening potential director candidates and recommending
qualified candidates to the board for nomination. In connection
with carrying out its responsibility to identify individuals
qualified to become members of the Board of Directors, the
Committee has developed and recommend to the Board of Directors
guidelines and criteria as to the desired qualifications of
candidates for nomination for election as a director of the
Company. In accordance with our Corporate Governance Guidelines,
such criteria include considerations of age, skill, integrity,
experience, time availability, appropriate listing standards,
and applicable federal and state law and regulations.
The Committee may use various sources for identifying and
evaluating nominees for Directors including referrals from our
current Directors, management and shareholders, as well as input
from third party executive search firms retained at the
Companys expense. If the Committee retains one or more
search firms, such firms may be asked to identify possible
nominees, interview and screen such nominees and act as a
liaison between the Committee and each nominee during the
screening and evaluation process. The Committee will review the
resume and qualifications of each candidate identified through
any of the sources referenced above, and determine whether the
candidate would add value to the Board. With respect to
candidates that are determined by the Committee to be potential
nominees, one or more members of the Committee will contact such
candidates to determine the candidates general
availability and interest in serving. Once it is determined that
a candidate is a good prospect, the candidate will be invited to
meet the full Committee which will conduct a personal interview
with the candidate. During the interview, the Committee will
evaluate whether the candidate meets the guidelines and criteria
adopted by the Board, as well as exploring any special or unique
qualifications, expertise and experience offered by the
candidate and how such qualifications, expertise
and/or
experience may complement that of existing Board members. If the
candidate is approved by the Committee, as a result of the
Committees determination that the candidate will be able
to add value to the Board and the candidate expresses his or her
interest in serving on the Board, the Committee will then review
its conclusions with the Board and recommend that
8
the candidate be selected by the Board to stand for election by
the shareholders or fill a vacancy or newly created position on
the Board.
The four Class II directors whose terms expire at the
Annual Meeting have all been nominated by the Committee to stand
for re-election.
The Committee will consider qualified nominees recommended by
shareholders who may submit recommendations to the Committee in
care of our Corporate Secretary, 400 North Ashley Drive, Tampa,
Florida 33602. Any shareholder nominating an individual for
election as a director at an annual meeting must provide written
notice to the Secretary of the Company, along with the
information specified below, which notice must be received at
the principal business office of the Company no later than the
date designated for receipt of shareholders proposals as
set forth in the Companys proxy statement for its annual
shareholders meeting. If there has been no such prior
public disclosure, then to be timely, a shareholders
nomination must be delivered to or mailed and received at the
principal business office of the Company not less than
60 days nor more than 90 days prior to the annual
meeting of shareholders; provided, however, that in the event
that less than 70 days notice of the date of the meeting is
given to the shareholders or prior public disclosure of the date
of the meeting is made, notice by the shareholder to be timely
must be so received not later than the close of business on the
tenth day following the day on which such notice of the annual
meeting was mailed or such public disclosure was made.
To be considered by the Committee, shareholder nominations must
be accompanied by: (1) the name, age, business and
residence address of the nominee; (2) the principal
occupation or employment of the nominee for at least the last
five years and a description of the qualifications of the
nominee; (3) the number of shares of our stock that are
beneficially owned by the nominee; and (4) any other
information relating to the nominee that is required to be
disclosed in solicitations for proxies for election of directors
under Regulation 14A of the Exchange Act, together with a
written statement from the nominee that he or she is willing to
be nominated and desires to serve, if elected. Also, the
shareholder making the nomination should include: (1) his
or her name and record address, together with the name and
address of any other shareholder known to be supporting the
nominee; and (2) the number of shares of our stock that are
beneficially owned by the shareholder making the nomination and
by any other supporting shareholders. Nominees for director who
are recommended by our shareholders will be evaluated in the
same manner as any other nominee for director.
We may require that the proposed nominee furnish us with other
information as we may reasonably request to assist us in
determining the eligibility of the proposed nominee to serve as
a director. At any meeting of shareholders, the Chairman of the
Board may disregard the purported nomination of any person not
made in compliance with these procedures.
Communications
with our Board
Shareholders and other parties interested in communicating with
our Board of Directors may do so by writing to the Board of
Directors, Sykes Enterprises, Incorporated,
400 N. Ashley Drive, Tampa, Florida 33602. Under the
process for such communications established by the Board of
Directors, the Senior Vice President and General Counsel of the
Company reviews all such correspondence and regularly forwards
to all members of the Board a summary of the correspondence.
Directors may at any time review a log of all correspondence
received by the Company that is addressed to the Board or any
member of the Board and request copies of any such
correspondence. Correspondence that, in the opinion of the Sr.
Vice President and General Counsel, relates to concerns or
complaints regarding accounting, internal accounting controls
and auditing matters is summarized and the summary and a copy of
the correspondence is forwarded to the Chair of the Audit
Committee. Additionally, at the direction of the Audit
Committee, the Company has established a worldwide toll free
hotline administered by an independent third party through which
employees may make anonymous submissions regarding questionable
accounting or auditing matters. Reports of any anonymous
submissions are sent to the Chairman of the Audit Committee and
the Sr. Vice President and General Counsel of the Company.
9
MEETINGS
AND COMMITTEES OF THE BOARD
The
Board
Each Director is expected to devote sufficient time, energy and
attention to ensure diligent performance of his or her duties
and to attend all Board, committee and stockholders
meetings. The Board met six times during 2006, of which four
were regularly scheduled meetings and two were unscheduled
meetings. All Directors attended at least 75% of the meetings of
the Board and of the committees on which they served during the
fiscal year ended December 31, 2006. All of the Directors
attended the 2006 Annual Meeting of Stockholders on May 23,
2006.
Committees
of the Board
The board has three standing committees to facilitate and assist
the Board in the execution of its responsibilities. The
committees are the Audit Committee, the Compensation and Human
Resource Development Committee and the Nominating and Corporate
Governance Committee. In accordance with NASDAQ Stock Market and
Securities and Exchange requirements, all the committees are
comprised solely of non-employee, independent Directors.
Charters for each committee are available on the Companys
website at www.sykes.com by first clicking on
Investors and then on Corporate
Governance. The charter of each committee is also
available in print to any stockholder who requests it. The table
below shows membership for the entire year 2006 for each of the
standing Board committees.
|
|
|
|
|
Audit
|
|
Nominating and Corporate
|
|
Compensation and Human Resource
|
Committee
|
|
Governance Committee
|
|
Development Committee
|
|
William J. Meurer, Chair
|
|
H. Parks Helms, Chair
|
|
Mark C. Bozek, Chair
|
Iain A. Macdonald
|
|
Dr. Linda McClintock-Greco
|
|
James K. Murray, Jr.
|
Paul L. Whiting
|
|
Furman P. Bodenhiemer, Jr.
|
|
James S. MacLeod
|
|
|
Lt. Gen. Michael P. DeLong (Ret)
|
|
|
Audit Committee. The Audit Committee serves as
an independent and objective party to monitor the Companys
financial reporting process and internal control system. The
Committees responsibilities, which are discussed in detail
in its charter, include, among other things, the appointment,
compensation, and oversight of the work of the Companys
independent auditing firm, as well as reviewing the
independence, qualifications, and activities of the auditing
firm. The Companys independent auditing firm reports
directly to the Committee. All proposed transactions between the
Company and the Companys officers and directors, or an
entity in which a Company officer or director has a material
interest, are reviewed by the Committee, and the approval of the
Committee is required for such transactions. During the year
ended December 31, 2006, the Committee held eleven
meetings. The Board has determined that Mr. Meurer is an
audit committee financial expert within the meaning
of the rules of the Securities and Exchange Commission. The
Committee is governed by a written charter, which is reviewed on
an annual basis. A copy of the current Audit Committee Charter
is available on the Companys website at
www.sykes.com by first clicking on Investors
and then on Corporate Governance.
Nominating and Corporate Governance
Committee. The purpose of the Nominating and
Corporate Governance Committee is to: (a) identify
individuals qualified to become members of the Board of
Directors of the Company and its subsidiaries;
(b) recommend to the Board of Directors director nominees
for election at the annual meeting of shareholders or for
election by the Board of Directors to fill open seats between
annual meetings; (c) recommend to the Board of Directors
committee appointments for directors; (c) develop and
recommend to the Board of Directors corporate governance
guidelines applicable to the Company; and (d) monitor the
Companys compliance with good corporate governance
standards. During the year ended December 31, 2006, the
Nominating and Corporate Governance Committee held four
meetings. The Committee is governed by a written charter, which
is reviewed on an annual basis. A copy of the current Nominating
and Corporate Governance Committee Charter is available on the
Companys website at www.sykes.com by first clicking on
Investors and then on Corporate
Governance.
Compensation and Human Resource Development
Committee. The Compensation and Human Resource
Development Committees responsibilities, which are
discussed in detail in its charter, include, among other things,
the establishment of the base salary, incentive compensation and
any other compensation for the Companys President and
Chief Executive Officer, and to review and approve the President
and Chief Executive Officers recommendations for the
compensation of
10
certain executive officers reporting to him. This Committee also
monitors the Companys management incentive cash and equity
based bonus compensation arrangements and other executive
officer benefits, and evaluates and recommends the compensation
policy for the Directors to the full Board for consideration.
The Committee also determines compensation and benefits of the
Companys non-employee directors. The Company engaged
Mercer Human Resource Consulting to conduct a review of its
total compensation program for executive officers and to assist
the Committee in establishing a competitive compensation program
for its executive officers that motivates performance and that
is aligned with the interests of its stockholders. This
Committee is also responsible for providing oversight and
direction regarding the Companys employee health and
welfare benefit programs as well as training and development.
During 2006, the Committee held four meetings. The Committee is
governed by a written charter, which is reviewed on an annual
basis. A copy of the current Compensation and Human Resource
Development Committee Charter is available on the Companys
website at www.sykes.com by first clicking on
Investors and then on Corporate
Governance.
Compensation
Committee Interlocks and Insider Participation
None
11
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Overview
of Compensation Program
The Compensation and Human Resource Development Committee
(referred to in this Analysis as the Committee) of
the Board has been charged with the responsibility for
establishing, implementing and continually monitoring adherence
with the Companys compensation philosophy. The
Committees goal is to ensure that the form and amount of
compensation and benefits paid to its senior leadership team,
specifically including the named executive officers, is fair,
reasonable and sufficiently competitive to attract and maintain
high quality executives who can lead the Company to achieve the
goals that the Board believes will maximize shareholder value.
Executive compensation matters are first considered by the
Committee, which then makes recommendations to the Board, which
then considers and approves or disapproves the Committees
recommendations. As it relates to the compensation of the
Companys CEO, the Committee meets first with the CEO to
obtain information regarding performance, objectives and
expectations, discusses the matter with the Board and then makes
a final compensation determination.
Compensation
Philosophy and Objectives
The Committee believes that the most effective executive
compensation program is one that is designed to enhance
shareholder value by attracting and retaining the talent and
experience best suited to manage, guide and build our business.
This requires fair and competitive base salaries and benefits
designed to attract qualified executives, as well as carefully
designed bonus compensation strategies designed to link the
interests of the executives to the long-term interests of our
shareholders. In evaluating and determining the complete
compensation packages for the Companys executive officers
generally, and the named executive officers specifically, the
Committee reviews relevant market data provided by its
consultant which includes an evaluation of the multiple
components of the executive compensation and benefit packages
paid to similarly situated executives of similarly situated peer
companies. The Committee believes that the incentive bonus
component of the executive compensation program has the
potential to significantly influence the achievement of
strategic goals of the Company, but to do that, must be
carefully designed with those goals in mind. The Committee
believes that this is best accomplished by rewarding the
Companys executives with a combination of cash and a
meaningful component of stock-based compensation for the
Companys achievement of specific and pre-determined
annual, long-term and strategic goals, and to withhold payment
of that component of compensation if those goals are not
achieved.
Setting
Executive Compensation
Based on the foregoing objectives, the Committee has structured
the Companys annual and long-term incentive-based cash and
non-cash executive compensation program to motivate executives
to achieve the business goals set by the Company and reward the
executives for achieving those goals. The Committee meets on at
least an annual basis with the Chief Executive Officer and
representatives of Human Resources which together recommends a
compensation outline for the executive management team other
than the Chief Executive Officer. In furtherance of these goals,
the Company, at the direction of the Committee, engaged Mercer
Human Resource Consulting, a division of Marsh &
McLennan Companies (Mercer), to conduct a review of
its total compensation program for all executive officers
specifically including the President and Chief Executive Officer
and the Chief Financial Officer as well as the other named
executive officers. Mercer provided the Committee with relevant
market data and alternatives to consider when making
compensation decision for the President and Chief Executive
Officer, and on the recommendations being made by management for
executives other than the President and Chief Executive Officer.
12
In making its compensation decisions for 2006, the Committee
compared each element of total compensation against a peer group
of ten (10) other publicly traded companies which the
Committee believes compete with the Company in the customer
contact management segment and for executive talent as well (the
Compensation Peer Group). The composition of the
Compensation Peer Group will be reviewed annually to determine
whether there are new companies which should be added, or
existing companies which should be deleted. The other companies
included in the Compensation Peer Group and used as the basis
for comparison and analysis by the Committee for fiscal year
2006 were:
|
|
|
PeopleSupport,
Inc.
|
|
StarTek, Inc.
|
West Corporation
|
|
TechTeam Global, Inc.
|
Affiliated Computer
Services, Inc.
|
|
NCO Group, Inc.
|
Convergys Corporation
|
|
TeleTech Holdings, Inc.
|
ICT Group, Inc.
|
|
APAC Customer
Services, Inc.
|
As a result of the Committees belief that incentive
compensation for its executives should be directly related to
the Companys performance, the Committee requested that
Mercer perform a comparison of 7 specific performance metrics of
the Company against the Compensation Peer Group. The performance
metrics measured were
(a) 1-year
sales growth,
(b) 1-year
diluted earnings per share growth,
(c) 1-year
free cash flow growth, (d) EBITDA margin,
(e) operating income margin, (f) net profit margin,
and
(g) 3-year
annualized total shareholder return. Based upon fiscal year end
2005 figures, the Company exceeded the Compensation Peer Group
performance in four (4) of the seven (7) measured
metrics. Based upon the measures and weightings used by Mercer
in its analysis, the Company ranked third in overall performance
out of all companies in the Compensation Peer Group.
When comparing aggregate total cash compensation paid by the
Company in 2005 to its top five (5) highest paid
proxy-named executive officers to that paid by the Compensation
Peer Group, the Company ranked sixth
(6th)
out of the eleven. Current salaries of the Companys named
executive officers, and the entire executive management team,
are at an average of 80% of the
50th percentile
of the Compensation Peer Group. When comparing aggregate total
direct compensation paid by the Company in 2005 to its top five
(5) highest paid proxy-named executive officers to that
paid by the Compensation Peer Group, the Company ranked seventh
(7th)
out of the eleven. The Committee attributed the relatively low
aggregate total direct compensation rankings of the Company in
part to the fact that, except for matching contributions under
the deferred compensation plan, the Company has not made
equity-based long-term incentive awards to its executive
officers for the past three years.
The Committee believes that it should generally set compensation
of its executives in the general range of 80% to 120% of the
50th percentile
of compensation paid to similarly situated executives of the
companies comprising the Compensation Peer Group. However,
variations from this objective may occur as dictated by the
experience level of the individual and other market factors. The
Committee recognizes, however, that long term,
equity incentive compensation awards may lift the total direct
compensation of its executives above the
50th percentile
of the Compensation Peer Group, but if that occurs, it will be
as a result of the Companys achievement of long term goals
specifically targeted at increasing shareholder value.
A significant percentage of total compensation to our senior
executives is allocated to performance-based incentives as a
result of the philosophy mentioned above. There is no
pre-established policy or target for the allocation between
either cash and non-cash or short-term and long-term
performance-based incentive compensation. Rather, the Committee
reviewed the recommendations provided by Mercer based upon the
peer group and industry standards, together with of each of the
senior executives existing compensation and performance as
relayed by the Chief Executive Officer, and requested that
Mercer re-evaluate its recommendations based upon comments and
suggestions from the Committee. The revised recommendations of
Mercer ultimately formed the basis of the Committees
senior executive compensation structure for 2006. Income from
such incentive compensation is realized as a result of the
performance of the Company or the individual, depending on the
type of award, compared to established goals. During the three
(3) years prior to 2006, the compensation granted by the
Committee to our senior executives was almost exclusively in the
form of cash. Beginning in 2006, the Committee has determined
that to be effective over the long term, the compensation policy
of the Company must require that a significant portion of total
direct compensation be in the form of long-term equity incentive
grants and, therefore, a significant percentage of total direct
compensation to our executive officers in fiscal year 2006 was
in the form of non-cash, long-term equity incentive awards.
13
Elements
of Compensation
The current compensation program for our executives includes
several direct compensation components. Those components are
base salary, annual cash incentive awards and equity-based
incentive awards, which are currently granted in the form of
performance based restricted stock (or restricted
stock units), time-vested restricted stock and stock
appreciation rights. Our executives are also permitted to
participate in our 401(k) plan which is available to all
employees, as well as our non-qualified executive deferred
compensation plan. The purpose of the deferred compensation plan
is to provide our executives with the ability to take advantage
of tax deferred savings which may not be fully available to them
under our 401(k) plan.
Base
Salary
Base salary is designed to provide each executive with a fixed
amount of annual compensation that is competitive with the
marketplace. Having a certain level of fixed compensation
provides stability which allows our executives to remain focused
on business issues. Base salaries for the named executive
officers are determined for each executive based on his or her
position and responsibility by using market data provided to the
Committee by Mercer. Base salary ranges of our executives are
designed so that salary opportunities for a given position will
be between 80% and 120% of the midpoint of the base salaries of
similarly positioned executives in the Compensation Peer Group.
During its review of base salaries for executives, the Committee
primarily considers (a) the market data provided by Mercer,
(b) internal review of the executives compensation,
both individually and relative to other officers, and
(c) individual performance of the executive. Salary levels
are typically considered annually as part of the Companys
performance review process as well as upon a promotion or other
change in job responsibility. Merit based increases to salaries
of our executive leadership team, other than the President and
Chief Executive Officer, are based on the Committees
assessment of the individuals performance, with input from
the President and Chief Executive Officer.
Performance-Based
Annual Cash Incentive Compensation
The annual cash incentive component of the total direct
compensation paid to our executive leadership team is designed
to award achievement of pre-determined annual corporate, and
sometimes individual, performance goals. The annual incentive
awards are designed to reward current performance by basing
payment on the achievement of quantifiable performance measures
that reflect contributions to the success of our business. The
annual incentive program is intended to encourage actions by the
executives that contribute directly to our operating and
financial results. In fiscal year 2006, the annual cash
incentive component of total direct compensation paid to the
President and Chief Executive Officer, and all other executive
officers (except for the Sr. Vice President, General Counsel and
Secretary and the Sr. Vice President of Real Estate), was
determined based solely upon the achievement of
pre-determined
corporate financial goals. The annual cash incentive component
of total direct compensation paid to the Sr. Vice President,
General Counsel and Secretary was determined based 50% upon the
achievement of
pre-determined
corporate financial goals, and 50% upon the achievement of
pre-determined individual performance goals. The annual cash
incentive component of total direct compensation paid to the Sr.
Vice President, Real Estate was based solely upon the
achievement of pre-determined individual performance goals.
At the beginning of the year, the Committee sets minimum, target
and maximum levels for the portion of the cash incentive
component of total direct compensation that is determined by
reference to corporate financial performance. Threshold
performance represents the minimum performance that still
warrants incentive recognition for that particular goal, and is
paid at 50% of the target award level. Maximum performance
represents the highest level likely to be attained and is paid
at 150% of the target award level. No annual performance based
cash incentive compensation determined by reference to corporate
financial performance is paid to any executive of the Company if
our financial results do not exceed the threshold determined for
that year. At the beginning of each year, the Committee also
sets the award percentage tied to salary for the President and
Chief Executive Officer and recommends an award percentage for
each of the other members of the executive leadership team that
they will receive if the performance goals are met. The
Committees goal in setting target award levels is to
create a compensation program such that the potential incentive
awards, when combined with each officers base salary, will
provide a fully competitive total cash compensation opportunity,
with the portion of compensation at risk (i.e., the
target award level) being reflective of the level of that
officers accountability for contributing to bottom line
financial results, and the degree of influence that officer has
over results. In setting these
14
percentages, the Committee considers these factors as well as
data from the market assessment provided by Mercer. In 2006, the
target award percentages were set at 75% of base salary for the
President and Chief Executive Officer, 60% of base salary for
the Chief Financial Officer, and between 30% and 40% of base
salary for each of the other named executive officers and
members of the executive leadership team.
For fiscal year 2006, the Committee established the target
financial goal of the Company on which the annual performance
based cash incentive compensation awards would be based as
$29,109,000 of consolidated earnings before taxes. The amount
each named executive officer received in 2006 under our annual
performance based cash incentive compensation program has been
reported in the Summary Compensation Table in the Non-Equity
Incentive Compensation column. In previous years, these amounts
were reported under the bonus column of the predecessor to the
Summary Compensation Table.
Each of the named executive officers for the fiscal year ended
December 31, 2005, received the following payments in March
2006 as payment of the annual cash performance bonus earned for
fiscal year 2005 performance.
|
|
|
|
|
|
|
2005 Annual Cash
|
|
Name
|
|
Performance Bonus
|
|
|
Charles E. Sykes
|
|
$
|
338,125
|
|
W. Michael Kipphut
|
|
$
|
248,738
|
|
James C. Hobby
|
|
$
|
206,250
|
|
Lawrence Zingale
|
|
$
|
-0-
|
|
David L. Pearson
|
|
$
|
144,375
|
|
Performance-Based,
Long-Term, Equity Incentive Compensation
The long-term, performance-based equity incentive compensation
component of total direct compensation for our executives is
designed to encourage them to focus on long-term Company
performance and provides an opportunity for executive officers
and certain designated key employees to increase their stake in
the Company through grants of the Companys common stock
based on a three-year performance cycle. The Committee currently
utilizes a combination of restricted stock (or restricted stock
units for executives and key employees in foreign countries who
would suffer unfavorable tax consequences due to local tax laws
if they were to receive restricted stock) and stock appreciation
rights (SARs). The Company has not issued stock
options since 2003. By using a mix of restricted stock and SARS,
the Company is able to compensate executives for sustained
increases in the Companys stock performance. The
restricted stock component is only earned when certain Company
financial performance goals are attained, and the full value is
maximized when the value of the Companys stock increases.
The SARs component delivers value to the executive only when the
value of the Companys stock increases. The Committee
believes both of these components of performance-based long-term
equity incentive compensation directly align the interests of
the Companys executives with the interests of its
shareholders. The Committees goal in setting target
long-term equity incentive award levels is to create a complete
compensation program, such that the potential annual cash, and
long-term equity incentive awards, when combined with each
officers base salary, will provide a fully competitive
total compensation opportunity, with there being a significant
portion of potential compensation at risk. In
setting award percentages (which are tied to salary) the
Committee considers the level of each officers
accountability for contributing to bottom line financial
results, and the degree of influence that officer has over
results, as well as data from the market assessment provided by
Mercer.
The Committee first utilized this method of long-term equity
incentives in early 2006 in setting the long-term compensation
for the three-year performance cycle beginning in fiscal year
2005. In May, 2006 the Committee established the target level of
Company financial performance for the performance-based
long-term equity incentive component of total direct
compensation that will be used to determine awards to certain of
the named executive officers and other executive officers for
the three-year performance cycle beginning on January 1,
2005 and ending on December 31, 2007. For this three-year
performance cycle, the awards will only be paid if the Company
reaches the established target level of financial performance,
and in that event, the payment will be made at 100% of the
established awards. There is no opportunity for the
participating executives to earn more than that amount under the
long-term equity incentive component of compensation for this
three-year measurement cycle. For the three-year performance
cycle beginning in fiscal year 2005, the Committee made
15
awards of performance-based restricted stock (or restricted
stock units, as the case may be) and cash only. The target award
percentages were set at 60% of base salary for both the
President and Chief Executive Officer and the Chief Financial
Officer, and between 35% and 50% of base salary for each of the
other named executive officers and members of the executive
leadership team. Twenty five (25) percent of the full award
value will be paid in cash to alleviate some of the tax burden
associated with the delivery of the stock.
In May, 2006, the Committee also established minimum, target and
maximum Company financial performance levels for the
performance-based long-term equity incentive component of total
direct compensation that will be used to determine awards to
certain of the named executive officers, other executive
officers and certain key employees for the three-year
performance cycle beginning on January 1, 2006 and ending
on December 31, 2008. Threshold performance represents the
minimum performance that still warrants incentive recognition
for that particular goal, and is paid at 80% of the target award
level. Maximum performance represents the highest level likely
to be attained and is paid at 150% of the target award level.
None of the restricted stock awards will vest and be delivered
to any executive of the Company if our financial results do not
exceed the threshold determined for that three-year measurement
period. For the three-year performance cycle beginning in fiscal
year 2006, the Committee made awards of performance-based
restricted stock (or restricted stock units as the case may be)
and time vesting SARs. The target award percentages for
performance based restricted stock were set at 133% of base
salary for the President and Chief Executive Officer, 80% of
base salary for the Chief Financial Officer, and between 20% and
67% of base salary for each of the other named executive
officers, members of the executive leadership team and other key
employees. The target award percentages for SARs were set at 67%
of base salary for the President and Chief Executive Officer,
40% of base salary for the Chief Financial Officer, and between
20% and 33% of base salary for each of the other named executive
officers and members of the executive leadership team. The
target goal for two thirds of the performance-based restricted
share awards was established by the Committee to be that income
from operations of the Company, as reported in its audited
Consolidated Statement of Operations, has increased during
fiscal years 2006, 2007 and 2008 (measured as of
December 31, 2008) at least in an amount equal to 10%
compounded annual growth over the amount reported for the 2005
fiscal year. The target goal for one third of the
performance-based restricted share awards is that gross revenue
from operations of the Company, as reported in its audited
Consolidated Statements of Operations, has increased during
fiscal years 2006, 2007 and 2008 (measured as of
December 31, 2008) at least in an amount equal to 4%
compounded annual growth over the amount reported for the 2005
fiscal year. The SARS awards vest in equal one third amounts
based upon the executive being employed by the Company on each
of March 29, 2007, March 29, 2008 and March 29,
2009. The SARs awarded to executive officers represents the
right to receive, on the respective dates set forth above, that
number of shares of the Companys common stock determined
by dividing (i) the total number of shares of stock subject
to the SAR being exercised by the Participant, multiplied by the
amount by which the fair market value of a share of the
Companys common stock on the day the right is exercised
exceeds the fair market value of a share of the Companys
common stock on the date of grant of the SAR (the
Spread), by (ii) the fair market value of a
share of the Companys common stock on the exercise date.
The amount each named executive officer received in 2006 as
performance-based long-term equity incentive compensation for
both the three-year measurement periods beginning in 2005 and
2006 has been reported in the summary compensation table in the
Equity Incentive Compensation column. For the three-year period
prior to 2006, the Company did not award any performance-based
long-term equity incentive awards.
Executive
Deferred Compensation
Participation in the Executive Deferred Compensation Plan (the
DC Plan) is limited to employees at the Director
level and above within the Companys organizational
structure (currently, in ascending order, Directors, Senior
Directors, Vice Presidents, Senior Vice Presidents, and the
President). Participants in the DC Plan may elect to defer any
amount of base compensation and bonus. The Company matches a
portion of amounts deferred by participants at the level of vice
president and above on a quarterly basis as follows: 50% match
on salary deferred, up to a total match of $12,000.00 per
year for senior vice presidents and above and $7,500.00 per
year for vice presidents. No match is made on deferrals by other
participants. The matching contributions made to the DC Plan by
the Company are made in the form of Company common stock.
16
Compensation deferred by a participant while participating in
the DC Plan is deferred until such participants
retirement, termination, disability or death, or a change in
control of the Company, as defined in the DC Plan, and in such
event is paid out to the participant or his beneficiary. Under
current tax law, a participant does not recognize income with
respect to deferred compensation until it is paid to him or her.
Upon payment, the participant will recognize ordinary income in
an amount equal to the sum of the cash and the fair market value
of the shares of stock received, and the Company will be
entitled to a deduction equal to the income recognized by the
participant.
Distributions of the participants deferred compensation
and Company stock contributed as matching contributions is made
as soon as administratively feasible six months after retirement
or termination of employment, unless the participant dies or
becomes disabled while still an employee, in which case both
distributions are made as soon as administratively feasible.
Alternatively, a participant may, at the time of initial
participation in the DC Plan, elect to receive benefits under
the DC Plan in the event of retirement or disability in
120 monthly installments.
In the event the participant terminates employment (for reasons
other than death, disability or retirement) without
participating in the DC Plan for three years, the matching
contributions and earnings attributable thereto are forfeited.
In the event that a participant terminates employment after
three years, but less than five years of participation in the DC
Plan, the participant forfeits 67% of the matching contribution
and earnings. In the event a participant terminates employment
after five years but less than seven years of participation in
the DC Plan, the participant forfeits 33% of the matching
contribution and earnings. In the event a participant terminates
employment after seven years of participation in the DC Plan,
the participant is entitled to retain all of the matching
contribution and earnings.
In the event of a distribution of benefits as a result of a
change in control, the Company will increase the benefit by an
amount sufficient to offset the income tax obligations created
by the distribution of benefits.
Participants forfeit undistributed matching contributions if the
participant is terminated for cause as defined in
the DC Plan or the participant enters into a business or
employment which the Companys Chief Executive Officer
determines to be in violation of any non-compete agreement
between the participant and the Company.
Other
Elements of Compensation
For our named executive officers other than Mr. Zingale,
the amount of compensation shown under the Other Compensation
column of the Summary Compensation Table represents less than 2%
of their total compensation for the year. The amount of
Other Compensation for Mr. Zingale is larger
because it includes the payment of relocation expenses upon his
hiring in January, 2006. These amounts represented mainly
Company matches to our deferred compensation plan, excess group
term life insurance premiums and additional compensation paid to
executive employees related to health and welfare benefits. We
also have change of control provisions in the employment
agreements with our President and Chief Executive Officer, and
our Chief Financial Officer, as well as in all of the equity
incentive agreements with all of our executives and key
employees. The change of control provisions in the two
employment agreements are double-trigger
arrangements, meaning that payments are only made if there is a
change in control of the Company and the officers
employment is terminated without cause, or the officer
terminates employment for good reason, as such terms are defined
in their respective employment agreements. All of our employment
agreements with the named executive officers, and the other
executive officers, contain severance agreements ranging from
one to three years in the event of termination by the Company
other than for cause. These agreements are discussed in greater
detail on page 25 under Potential Payments on
Termination or Change of Control. We believe that
providing these agreements helps increase our ability to
attract, retain and motivate highly qualified management
personnel and encourage their continued dedication without
distraction from concerns over job security relating, among
other things, to a change in control of the Company.
Perquisites
and Other Personal Benefits
The Company provides named executive officers with perquisites
and other personal benefits that the Company and the Committee
believe are reasonable and consistent with its overall
compensation program to better enable the Company to attract and
retain superior employees for key positions. The Committee
periodically reviews the levels of perquisites and other
personal benefits provided to named executive officers.
17
The named executive officers are permitted to fly in business
class when traveling overseas on business and are permitted to
attend sporting events utilizing company paid tickets that are
not otherwise utilized in connection with business development.
Tax and
Accounting Implications
Deductibility
of Executive Compensation
As part of its role, the Committee reviews and considers the
deductibility of executive compensation under
Section 162(m) of the Internal Revenue Cod, which provides
that the Company may not deduct compensation of more than
$1,000,000 that is paid to certain individuals. The Company
believes that compensation paid under the management incentive
plans is generally fully deductible for federal income tax
purposes. However, in certain situations, the Committee may
approve compensation that will not meet these requirements in
order to ensure competitive levels of total compensation for its
executive officers.
Nonqualified
Deferred Compensation
On October 22, 2004, the American Jobs Creation Act of 2004
was signed into law, changing the tax rules applicable to
nonqualified deferred compensation arrangements. The Company
believes it is operating in compliance with the statutory
provisions which were effective January 1, 2005. A more
detailed discussion of the Companys nonqualified deferred
compensation arrangements is provided on page 16 under the
heading Executive Deferred Compensation.
Accounting
for Equity Based Compensation
Beginning on January 1, 2006, the Company began accounting
for stock-based payments, including those under its long-term
incentive programs, in accordance with the requirements of FASB
Statement 123(R).
Stock
Ownership Guidelines
The Board has adopted stock ownership guidelines for the named
executive officers and other members of the senior management
team, which vary by position from 150% to 400% of base salary.
These guidelines, which allow the executives five (5) years
beginning January 1, 2008 to acquire this amount of stock,
were adopted in 2006. The Committee will review share ownership
of the Companys executives on an annual basis to ensure
that the executive officers are aware of where each stands in
relation to the established guidelines. For purposes of the
guidelines, stock ownership includes fully vested stock options,
directly held common stock, time-vested restricted stock,
performance shares and indirectly held shares that are
considered beneficially owned under applicable SEC rules. We
believe that these guidelines are appropriate to encourage our
executive officers to hold a sufficient amount of our equity to
create a mutuality of interest between our executive officers
and our shareholders. These guidelines are aspirational in
nature, but the Committee will review the status of officer
stock ownership on an annual basis to monitor compliance.
COMPENSATION
AND HUMAN RESOURCE DEVELOPMENT COMMITTEE REPORT
The Compensation and Human Resource Development Committee of the
Board of Directors has reviewed and discussed the Compensation
Discussion and Analysis required by Item 402(b) of
Regulation S-K
with management and, based on such review and discussions, the
Compensation and Human Resource Development committee
recommended to the Board that the compensation Discussion and
Analysis be included in this Proxy Statement.
THE COMPENSATION AND HUMAN RESOURCE DEVELOPMENT COMMITTEE
Mark C. Bozek, Chairman
James K. Murray, Jr.
James S. MacLeod
18
SUMMARY
COMPENSATION TABLE
The table below summarizes the total compensation paid to, or
earned by, each of the named executive officers for the fiscal
year ending December 31, 2006. The company has entered into
employment agreements with each of the named executive officers
which are summarized under the section entitled Employment
Agreements below. When setting the total compensation for
each of the named executive officers, the Committee considers
all of the executives current compensation, including
equity and non-equity based compensation.
Except for the signing bonus paid to Mr. Zingale, the named
executive officers were not entitled to receive payments which
would be characterized as Bonus payments for the
fiscal year ended December 31, 2006. Amounts listed under
column (g), Non-Equity Incentive Plan Compensation
were paid in accordance with parameters determined by the
Committee at its March 15, 2006 meeting and were paid in
March, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards ($)
|
|
|
($)
|
|
|
($)
|
|
|
Earnings
|
|
|
($)
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
($)
|
|
|
(4)
|
|
|
($)
|
|
|
Charles E. Sykes
|
|
|
2006
|
|
|
|
518,990
|
|
|
|
0
|
|
|
|
321,413
|
|
|
|
86,705
|
|
|
|
590,103
|
|
|
|
0
|
|
|
|
14,144
|
|
|
|
1,531,356
|
|
President and Chief Executive
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Michael Kipphut
|
|
|
2006
|
|
|
|
368,500
|
|
|
|
0
|
|
|
|
162,547
|
|
|
|
38,150
|
|
|
|
348,902
|
|
|
|
0
|
|
|
|
29,060
|
|
|
|
947,159
|
|
Senior Vice President &
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence R. Zingale(5)
|
|
|
2006
|
|
|
|
286,231
|
|
|
|
25,000
|
|
|
|
64,839
|
|
|
|
26,050
|
|
|
|
228,750
|
|
|
|
0
|
|
|
|
86,143
|
|
|
|
717,014
|
|
Senior Vice President
Global Sales and Client Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. Hobby
|
|
|
2006
|
|
|
|
275,000
|
|
|
|
0
|
|
|
|
102,627
|
|
|
|
23,488
|
|
|
|
217,291
|
|
|
|
0
|
|
|
|
23,125
|
|
|
|
641,531
|
|
Senior Vice President
Global Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David L. Pearson
|
|
|
2006
|
|
|
|
210,000
|
|
|
|
0
|
|
|
|
70,817
|
|
|
|
17,936
|
|
|
|
168,541
|
|
|
|
0
|
|
|
|
23,045
|
|
|
|
490,339
|
|
Senior Vice President
Information Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts in column (e) reflect the dollar amount
recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006, in accordance with
Statement of Financial Accounting Standards No. 123R,
Share-Based Payments, of awards pursuant to long
term incentive bonus programs established by the Compensation
and Human Resource Development Committee, and thus may include
amounts from awards granted in and prior to 2006. Assumptions
used in the calculation of these amounts are included in
Note 20 to the Companys audited financial statements
for the fiscal year ended December 31, 2006 included in the
Companys Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on March 13,
2007. |
|
(2) |
|
The amounts shown in column (f) represent stock
appreciation rights granted as part of long-term, equity-based
incentive awards. |
|
(3) |
|
The amounts in column (g) reflect the cash awards to the
named individuals pursuant to annual performance based incentive
programs established by the Committee and discussed in more
detail on page 14 under the heading Performance Based
Annual Cash Incentive Compensation. |
|
(4) |
|
The amount shown in column (i) reflects for each named
executive offer: |
|
|
|
matching contributions allocated by the
Company to each of the named executive officers pursuant to the
Executive Deferred Compensation Plan described in more detail on
page 16 under the heading Executive Deferred
Compensation;
|
19
|
|
|
|
|
reimbursement for premiums attributable to increased coverage
for vision, dental and group medical insurance benefits.
|
|
|
|
the cost of premiums for term life and disability insurance
benefits;
|
|
|
|
the Companys matching contribution to the Sykes
Enterprises, Incorporated Employees Savings Plan and Trust.
|
The amount in column (i) for Mr. Kipphut also includes
a country club membership paid by the Company, and the amount in
column (i) for Mr. Zingale includes relocation
expenses.
|
|
|
(5) |
|
The amount in column (d) for Mr. Zingale represents a
signing bonus paid at the inception of his employment in
January, 2006. |
GRANTS OF
PLAN-BASED AWARDS
The following table provides information about equity and
non-equity awards granted to the named executives in 2006,
including (i) the grant date, (ii) the estimated
future payouts under the non-equity incentive plan awards,
(iii) the estimated future payouts under equity incentive
plan awards, which consist of shares of restricted stock,
(iv) all other stock awards which consist of shares of the
Companys stock contributed as matching contributions under
the executive deferred compensation plan, (v) all other
option awards, which consist of stock appreciation rights and
the base price of those stock appreciation rights, and
(vi) the fair value of the equity awards on the date of
grant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
(k)
|
|
|
Grant
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Estimated Future Payouts
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Date Fair
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Under Equity Incentive Plan
|
|
|
Number of
|
|
|
Number of
|
|
|
or Base
|
|
|
Value of
|
|
|
|
(b)
|
|
|
Plan Awards(1)
|
|
|
Awards(2)
|
|
|
Shares of
|
|
|
Securities
|
|
|
Price
|
|
|
Stock and
|
|
|
|
2006
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
Stock or
|
|
|
Underlying
|
|
|
of Option
|
|
|
Option
|
|
(a)
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)(3)
|
|
|
(#)(4)
|
|
|
($/sh)
|
|
|
($)
|
|
|
Charles E. Sykes
|
|
|
3/29
|
|
|
|
|
|
|
|
72,800
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
291,200
|
|
|
|
|
3/29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,538
|
|
|
|
45,673
|
|
|
|
68,510
|
|
|
|
|
|
|
|
47,117
|
|
|
|
14.56
|
|
|
|
1,008,010
|
|
W. Michael Kipphut
|
|
|
3/29
|
|
|
|
|
|
|
|
45,500
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,000
|
|
|
|
|
3/29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,198
|
|
|
|
20,247
|
|
|
|
30,371
|
|
|
|
|
|
|
|
20,731
|
|
|
|
14.56
|
|
|
|
445,724
|
|
|
|
|
3/31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
412
|
|
|
|
|
|
|
|
|
|
|
|
5,842
|
|
|
|
|
6/30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
1,794
|
|
|
|
|
9/30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
1,791
|
|
|
|
|
12/31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
2,203
|
|
Lawrence R. Zingale
|
|
|
3/29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,228
|
|
|
|
14,035
|
|
|
|
21,053
|
|
|
|
|
|
|
|
14,156
|
|
|
|
14.56
|
|
|
|
307,407
|
|
James C. Hobby
|
|
|
3/29
|
|
|
|
|
|
|
|
29,120
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,480
|
|
|
|
|
3/29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,124
|
|
|
|
12,655
|
|
|
|
18,982
|
|
|
|
|
|
|
|
12,764
|
|
|
|
14.56
|
|
|
|
277,170
|
|
|
|
|
3/31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245
|
|
|
|
|
|
|
|
|
|
|
|
3,474
|
|
|
|
|
6/30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
3,200
|
|
|
|
|
9/30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157
|
|
|
|
|
|
|
|
|
|
|
|
3,195
|
|
|
|
|
12/31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
2,082
|
|
David L. Pearson
|
|
|
3/29
|
|
|
|
|
|
|
|
29,120
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
154,954
|
|
|
|
|
3/29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,615
|
|
|
|
5,769
|
|
|
|
8,654
|
|
|
|
|
|
|
|
9,747
|
|
|
|
14.56
|
|
|
|
83,997
|
|
|
|
|
3/31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
846
|
|
|
|
|
|
|
|
|
|
|
|
11,996
|
|
|
|
|
(1) |
|
There was no threshold or maximum amounts for the non-equity
incentive plan awards granted in 2006. The target amount shown
in the chart above is an absolute target. These amounts are
based on the individuals current salary and position. |
20
|
|
|
(2) |
|
Where amounts are shown in columns (f) and (h), the amounts
shown in column (f) reflect the Long-Term Incentive Stock
Grant minimum which is 80% of the target amount shown in column
(g), and the amount shown in column (h) is 150% of such
target amount. Where no amount is shown in columns (f) and
(h), there was no threshold or maximum amounts for the equity
incentive plan awards granted in 2006. The target amount shown
is an absolute target. These amounts are based on the
individuals current salary and position. The grant date
fair value of the long-term incentive plan awards are based upon
the target amounts shown in column (g). |
|
(3) |
|
The amounts shown in column (i) reflect the number of
shares of stock granted to each named executive officer as
matching contributions pursuant to the Executive Deferred
Compensation program. |
|
(4) |
|
The amounts shown in column (j) reflect the number of Stock
Appreciation Rights granted to each named executive officer as
part of the Long-Term Incentive awards as described in more
detail on page 15 under the heading Performance-Based
Long-Term Equity Incentive Compensation. The actual number
of shares underlying the Stock Appreciation Rights cannot be
determined until such time as the Stock Appreciation Rights vest
and are exercised and the spread between the fair value on the
date of exercise and the base price is known. The fair value of
the stock appreciation rights included in column (l) is the
amount determined pursuant to SFAS 123(R). |
21
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The following table provides information on the current holdings
of stock option and stock awards by the named executives. The
table includes both exercisable and unexercisable options
together with the exercise price and the expiration date;
unvested stock appreciation rights; the number of shares and
market value of unvested matching contributions to the executive
deferred compensation plan; and the number of shares of long
term incentive (LTI) restricted stock together with
the market value of those shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
Payout Value
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number
|
|
|
Value of
|
|
|
Unearned
|
|
|
of Unearned
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Securities
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Shares or
|
|
|
Shares, Units
|
|
|
Shares, Units
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
or Units
|
|
|
Units of
|
|
|
or Other
|
|
|
or Other
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
of Stock
|
|
|
Stock That
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
That Have
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Not Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Charles E. Sykes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005-2007
LTI RS(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
352,800
|
|
2006-2008
LTI RS(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,510
|
|
|
|
1,208,516
|
|
2006-2008
LTI SARs(3)
|
|
|
|
|
|
|
47,117
|
|
|
|
|
|
|
|
14.56
|
|
|
|
03/29/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Match(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
577
|
|
|
|
10,183
|
|
|
|
|
|
|
|
|
|
W. Michael Kipphut
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005-2007
LTI RS(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
220,500
|
|
2006-2008
LTI RS(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,371
|
|
|
|
535,745
|
|
2006-2008
LTI SARs(3)
|
|
|
|
|
|
|
20,731
|
|
|
|
|
|
|
|
14.56
|
|
|
|
03/29/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
18,474
|
|
|
|
|
|
|
|
|
|
|
|
16.24
|
|
|
|
03/06/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
31,526
|
|
|
|
|
|
|
|
|
|
|
|
16.24
|
|
|
|
03/06/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
16.24
|
|
|
|
03/06/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Match(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,313
|
|
|
|
40,808
|
|
|
|
|
|
|
|
|
|
Lawrence R. Zingale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006-2008
LTI RS(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,053
|
|
|
|
371,375
|
|
2006-2008
LTI SARs(3)
|
|
|
|
|
|
|
14,156
|
|
|
|
|
|
|
|
14.56
|
|
|
|
03/29/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. Hobby
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005-2007
LTI RS(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
141,120
|
|
2006-2008
LTI RS(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,892
|
|
|
|
333,255
|
|
2006-2008
LTI SARs(3)
|
|
|
|
|
|
|
12,764
|
|
|
|
|
|
|
|
14.56
|
|
|
|
03/29/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Match(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,123
|
|
|
|
37,446
|
|
|
|
|
|
|
|
|
|
David L. Pearson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005-2007
LTI RS(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
141,120
|
|
2006-2008
LTI RS(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,654
|
|
|
|
152,657
|
|
2006-2008
LTI SARs(3)
|
|
|
|
|
|
|
9,747
|
|
|
|
|
|
|
|
14.56
|
|
|
|
03/29/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
6,750
|
|
|
|
|
|
|
|
|
|
|
|
25.82
|
|
|
|
02/24/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
13.18
|
|
|
|
07/03/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
4.05
|
|
|
|
10/17/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
9.00
|
|
|
|
02/01/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
3,300
|
|
|
|
|
|
|
|
|
|
|
|
9.00
|
|
|
|
02/01/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Match(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,496
|
|
|
|
26,391
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The figures in this row represent restricted shares that were
issued to the named executive officer in connection with the
Long-Term incentive award for the
2005-2007
performance measurement period. |
|
(2) |
|
The figures in this row represent restricted shares that were
issued to the named executive officer in connection with the
Long-Term incentive award for the
2006-2008
performance measurement period. |
|
(3) |
|
The figures in this row represent stock appreciation rights that
were issued to the named executive officer in connection with
the Long-Term incentive award for the
2006-2008
performance measurement period. |
22
|
|
|
(4) |
|
The figures in this row represent restricted shares granted to
the named executive officer as matching contributions by the
Company to the Executive Deferred Compensation Plan. |
OPTION
EXERCISES AND STOCK VESTED
The following table provides information for the named executive
officers on (1) stock option exercises during 2006,
including the number of shares acquired upon exercise and the
value realized; and (2) the number of shares acquired upon
vesting of matching contributions under the executive deferred
compensation plan, and the value realized upon the vesting of
such shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Awards
|
|
|
Stock Awards(1)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
|
Acquired on Exercise
|
|
|
on Exercise
|
|
|
Acquired on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Charles E. Sykes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
153,500
|
|
|
|
1,598,410
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.
|
|
|
|
|
|
|
|
|
|
|
264
|
|
|
|
3,987
|
|
W. Michael Kipphut
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
125,000
|
|
|
|
1,589,250
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.
|
|
|
|
|
|
|
|
|
|
|
1,031
|
|
|
|
17,424
|
|
Lawrence R. Zingale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. Hobby
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David L. Pearson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EDC Matching Contr.
|
|
|
|
|
|
|
|
|
|
|
1,120
|
|
|
|
16,760
|
|
|
|
|
(1) |
|
Reflects the Companys matching contributions in the form
of shares of its common stock held for the account of the named
executive officer in the Executive Deferred Compensation Plan
which vested during fiscal year ending December 31, 2006. |
PENSION
BENEFITS
The Company does not maintain any pension plans for the benefit
of its executive officers.
23
NONQUALIFIED
DEFERRED COMPENSATION
Pursuant to the Companys Executive Deferred Compensation
Plan ( the Plan), certain executives, including the
named executive officers, may defer all or any portion of their
base salary, and all or any portion of their performance based
non-equity incentive compensation. Deferral elections are made
on or before December 31 of each year for amounts to be
deferred from income earned with respect to the following year.
The table below shows the investment options available under the
Deferred Compensation Plan and their annual rate of return for
the calendar year ended December 31, 2006, as reported by
the administrator of the Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate
|
|
|
|
|
Rate
|
|
Name of Fund
|
|
of Return
|
|
|
Name of Fund
|
|
of Return
|
|
|
Evergreen Money Market A
|
|
|
4.28
|
%
|
|
Davis Opportunity A
|
|
|
17.59
|
%
|
Evergreen Core Bond A
|
|
|
4.12
|
%
|
|
Dreyfus Premier New Leaders A
|
|
|
13.56
|
%
|
AllianceBernstein Balanced
Shares A
|
|
|
13.21
|
%
|
|
Columbia Small Cap Value I A
|
|
|
19.28
|
%
|
Van Kampen Comstock R
|
|
|
15.78
|
%
|
|
Putnam Capital Opportunities A
|
|
|
15.59
|
%
|
Evergreen Equity Index A
|
|
|
15.19
|
%
|
|
AIM Small Cap Growth A
|
|
|
14.30
|
%
|
American Funds Growth Fund of
America R3
|
|
|
10.63
|
%
|
|
Evergreen International Equity A
|
|
|
22.62
|
%
|
Goldman Sachs Mid Cap Value A
|
|
|
15.61
|
%
|
|
|
|
|
|
|
Distributions of the participants deferred compensation
and any vested Company stock matching contributions are made as
soon as administratively feasible six months after retirement or
termination of employment, unless the participant dies or
becomes disabled while still an employee, in which case both
distributions are made as soon as administratively feasible.
Alternatively, a participant may, at the time of initial
participation in the Plan, elect to receive benefits under the
Plan in the event of retirement or disability in
120 monthly installments.
In the event the participant terminates employment (for reasons
other than death, disability or retirement) without
participating in the plan for three years, the matching
contributions and earnings attributable thereto are forfeited.
In the event that a participant terminates employment after
three years, but less than five years of participation in the
Plan, the participant forfeits 67% of the matching contribution
and earnings. In the event a participant terminates employment
after five years but less than seven years of participation in
the Plan, the participant forfeits 33% of the matching
contribution and earnings.
In the event of a distribution of benefits as a result of a
change in control, the Company will increase the benefit by an
amount sufficient to offset the income tax obligations created
by the distribution of benefits.
Participants forfeit undistributed matching contributions if the
participant is terminated for cause as defined in
the Plan or the participant enters into a business or employment
which the Companys chief executive officer determines to
be in violation of any non-compete agreement between the
participant and the Company.
The following table shows information regarding contributions by
the named executive officers, the Companys matching
contributions, aggregate earnings on contributions during fiscal
year 2006, and the aggregate balance at year end. There were no
distributions from the plan to named executive officers during
the fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
|
|
|
Aggregate
|
|
|
|
Contributions
|
|
|
Contribution
|
|
|
Earnings
|
|
|
Aggregate
|
|
|
Balance at
|
|
|
|
in Last
|
|
|
in Last
|
|
|
in Last
|
|
|
Withdrawals/
|
|
|
Last Fiscal
|
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Fiscal Year
|
|
|
Distributions
|
|
|
Year End
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Charles E. Sykes
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
12,236
|
|
|
$
|
0
|
|
|
$
|
59,581
|
|
W. Michael Kipphut
|
|
$
|
23,400
|
|
|
$
|
11,700
|
|
|
$
|
39,514
|
|
|
$
|
0
|
|
|
$
|
248,594
|
|
Lawrence R. Zingale
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
James C. Hobby
|
|
$
|
29,964
|
|
|
$
|
12,000
|
|
|
$
|
10,413
|
|
|
$
|
0
|
|
|
$
|
96,101
|
|
David L. Pearson
|
|
$
|
28,969
|
|
|
$
|
12,000
|
|
|
$
|
28,193
|
|
|
$
|
0
|
|
|
$
|
172,292
|
|
24
EQUITY
COMPENSATION PLAN INFORMATION
The following table summarizes the equity compensation plans
under which the equity securities of Sykes may be issued as of
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Securities to be
|
|
|
Weighted Average
|
|
|
Future Issuance Under
|
|
|
|
Issued Upon
|
|
|
Exercise Price of
|
|
|
Equity Compensation
|
|
|
|
Exercise of
|
|
|
Outstanding
|
|
|
Plans (Excluding
|
|
|
|
Options, Warrants
|
|
|
Options, Warrants
|
|
|
Securities Reflected in
|
|
|
|
and Rights
|
|
|
and Rights
|
|
|
Column (a))
|
|
|
Equity compensation plans approved
by shareholders(1)
|
|
|
598,663
|
|
|
$
|
13.13
|
(2)
|
|
|
6,653,581
|
|
Equity compensation plans not
approved by shareholders
|
|
|
50,587
|
(3)
|
|
|
|
|
|
|
N/A
|
(3)
|
Totals
|
|
|
649,250
|
|
|
|
|
|
|
|
6,653,581
|
|
|
|
|
(1) |
|
Includes shares of common stock of Sykes authorized for awards
under the 2001 Equity Incentive Plan as well as the 2000 Stock
Option Plan, the 1996 Employee Stock Option Plan, and the 1997
Management Stock Incentive Plan, all of which are predecessor
plans to the 2001 Equity Incentive Plan. Also includes shares of
common stock of Sykes reserved for issuance under the 1999
Employees Stock Purchase Plan, the Amended and Restated
1996 Non-Employee Director Stock Option Plan, the 1996
Non-Employee Director Fee Plan, and the 2004 Non-Employee
Director Fee Plan. |
|
(2) |
|
Represents the weighted average exercise price of stock options
only. |
|
(3) |
|
Represents shares of common stock of Sykes issued as matching
grants under the Deferred Compensation Plan for executives
described on page 24 above. There is no specific number of
shares reserved for issuance under the Deferred Compensation
Plan. |
Shares awarded under all of the above plans may be from
Sykes authorized and unissued shares, treasury shares or
shares acquired in the open market. For a summary of the terms
of Sykes equity compensation plans, see Note 20 of
our consolidated financial statements in the Annual Report on
Form 10-K
and incorporated herein by reference.
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
The tables below reflect the amount of compensation to each of
the named executive officers of the Company in the event of a
termination of such executives employment. The amount of
compensation payable to each named executive officer upon
voluntary termination, involuntary
not-for-cause
termination, termination following a change of control and in
the event of a disability or death of the executive is shown
below. The amounts shown assume that such termination was
effective as of December 31, 2006, and thus includes
amounts earned through such time and are estimates of the
amounts which would be paid out to the executives upon their
termination. The actual amounts to be paid out can only be
determined at the time of such executives separation from
the Company.
Payments
Made Upon Termination
Regardless of the manner in which a named executive
officers employment terminates, he or she is entitled to
receive amounts earned during his term of employment. Depending
upon the date of a termination, such amounts may include:
|
|
|
|
|
non-equity incentive compensation earned during the fiscal year;
|
|
|
|
shares which have vested and for which the restrictions have
lapsed under long-term incentive compensation awards;
|
|
|
|
shares to be issued as a result of the vesting of SARs under
long-term incentive compensation awards;
|
25
|
|
|
|
|
amounts contributed to the Executive Deferred Compensation
Plan: and
|
|
|
|
unused vacation pay.
|
Payments
Made Upon Termination by Company Without Cause, or by Executive
with Good Reason
In the event Mr. Sykes employment is terminated by
the Company prior to the expiration of the initial term of his
employment agreement or any renewal period for any reason other
than death, disability, or cause (as defined in his employment
agreement), or if his employment agreement is terminated by
Mr. Sykes prior to the expiration of the initial term or
any renewal period for good reason (as defined below under
Employment Agreements), the Company is required to
pay Mr. Sykes an amount equal to his weekly base salary
through the end of the initial term or renewal period of the
agreement or for 104 weeks, whichever is greater.
In the event Mr. Kipphuts employment is terminated by
the Company prior to the expiration of the initial term of his
employment agreement or any renewal period for any reason other
than death, disability, or cause (as defined in his employment
agreement), or if his employment agreement is terminated by
Mr. Kipphut prior to the expiration of the initial term or
any renewal period for good reason (as defined below under
Employment Agreements), the Company is required to
pay Mr. Kipphut an amount equal to his weekly base salary
through the end of the initial term or renewal period of the
agreement or for 52 weeks, whichever is greater, plus an
amount equal to the maximum annual performance bonus he could
earn (60% of his annual base salary), which would also be paid
over the same period as the other payments.
In the event of the termination by the Company of the employment
of any named executive officer other than Mr. Sykes or
Mr. Kipphut for any reason other than death, disability or
cause, they will be entitled to receive an amount equal to their
annual base salary payable over a one year period.
Payments
Made Upon Death or Disability
In the event of the death or disability of a named executive
officer, in addition to the benefits listed under the heading
Payments Made Upon Termination above, the named
executive officer will receive benefits under the Companys
disability plan or payments under the Companys life
insurance plan, as appropriate. The Company pays for life
insurance and accidental death and dismemberment coverage for
its executive team in amounts equal to twice the
executives base salary, up to a maximum of $500,000. The
Company also pays for short term disability for its executives
with a benefit of 70% of base salary, up to a maximum of
$2,500 per week, and long term disability with a benefit of
base salary, up to a maximum of $15,000 per month.
Payments
Made Upon a Change of Control
The Company has entered into employment agreements with
Mr. Sykes and Mr. Kipphut which contain change of
control payment provisions. Pursuant to these provisions, if
Mr. Sykes or Mr. Kipphuts employment is
terminated following a change of control (other than termination
by the Company for cause or by reason of death or disability) or
if Mr. Sykes or Mr. Kipphut terminate their employment
in certain circumstances defined in their respective agreements
which constitutes good reason, in addition to the
benefits listed under the heading Payments Made Upon
Termination:
|
|
|
|
|
Mr. Sykes will receive:
|
|
|
|
|
|
his then current base salary for a period of three years;
|
|
|
|
an amount determined by multiplying the annual target bonus
designated or otherwise indicated for Mr. Sykes in the year
such change of control occurs by a factor of three, and paying
such amount over a
156-week
period; and
|
|
|
|
all stock options, stock grants or other similar equity
incentives
and/or
compensation programs will immediately accelerate and become
fully vested and exercisable at the option of Mr. Sykes.
|
|
|
|
|
|
Mr. Kipphut will receive:
|
|
|
|
|
|
his then current base salary for a period of two years;
|
|
|
|
an amount determined by multiplying the annual target bonus
designated or otherwise indicated for Mr. Kipphut in the
year such change of control occurs by a factor of two, and
paying such amount over a
104-week
period; and
|
|
|
|
all stock options, stock grants or other similar equity
incentives
and/or
compensation programs will immediately accelerate and become
fully vested and exercisable at the option of Mr. Kipphut.
|
26
The named executive officers, other than Mr. Sykes and
Mr. Kipphut, do not have change of control provisions in
their respective employment agreements, but under various equity
incentive agreements, all stock options, stock grants or other
similar equity incentives
and/or
compensation programs will immediately accelerate and become
fully vested and exercisable at the option of the executive in
the event of a change in control.
Charles
E. Sykes
The following table shows the potential payments upon
termination or a change of control of the Company for Charles E.
Sykes, the Companys President and Chief Executive Officer,
as if such termination had occurred on December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated
|
|
|
Executive Initiated
|
|
|
|
Before
|
|
|
After
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control
|
|
|
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
Termination
|
|
|
|
|
|
Voluntary
|
|
|
|
|
|
|
w/o Cause
|
|
|
w/o Cause
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
or for Good
|
|
|
or for Good
|
|
|
Voluntary
|
|
|
for Good
|
|
|
Change in
|
|
|
|
Reason
|
|
|
Reason
|
|
|
Termination
|
|
|
Reason
|
|
|
Control
|
|
Type of Benefit
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Severance Pay
|
|
|
1,000,000
|
|
|
|
1,500,000
|
|
|
|
0
|
|
|
|
1,000,000
|
|
|
|
1,500,000
|
|
Bonus Payment
|
|
|
0
|
|
|
|
1,125,000
|
|
|
|
0
|
|
|
|
1,125,000
|
|
|
|
1,125,000
|
|
Stock Grants Vesting Acceleration
|
|
|
0
|
|
|
|
1,561,316
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,561,316
|
|
Stock Option Vesting Acceleration
|
|
|
0
|
|
|
|
145,120
|
|
|
|
0
|
|
|
|
0
|
|
|
|
145,120
|
|
Deferred Compensation Vesting
Acceleration
|
|
|
0
|
|
|
|
10,178
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,178
|
|
Payment for Taxes Resulting from
Deferred Compensation Distribution
|
|
|
0
|
|
|
|
35,101
|
|
|
|
0
|
|
|
|
0
|
|
|
|
35,101
|
|
Total
|
|
|
1,000,000
|
|
|
|
4,376,715
|
|
|
|
0
|
|
|
|
2,125,000
|
|
|
|
4,376,715
|
|
The following table shows the potential payments upon
termination or a change of control of the Company for W. Michael
Kipphut, the Companys Sr. Vice President and Chief
Financial Officer, as if such termination had occurred on
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated
|
|
|
Executive Initiated
|
|
|
|
Before
|
|
|
After
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control
|
|
|
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
Termination
|
|
|
|
|
|
Voluntary
|
|
|
|
|
|
|
w/o Cause
|
|
|
w/o Cause
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
or for Good
|
|
|
or for Good
|
|
|
Voluntary
|
|
|
for Good
|
|
|
Change in
|
|
|
|
Reason
|
|
|
Reason
|
|
|
Termination
|
|
|
Reason
|
|
|
Control
|
|
Type of Benefit
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Severance Pay
|
|
|
368,500
|
|
|
|
737,000
|
|
|
|
0
|
|
|
|
368,500
|
|
|
|
737,000
|
|
Bonus Payment
|
|
|
221,000
|
|
|
|
442,000
|
|
|
|
0
|
|
|
|
221,000
|
|
|
|
442,000
|
|
Stock Grants Vesting Acceleration
|
|
|
0
|
|
|
|
756,509
|
|
|
|
0
|
|
|
|
0
|
|
|
|
756,509
|
|
Stock Option Vesting Acceleration
|
|
|
0
|
|
|
|
63,851
|
|
|
|
0
|
|
|
|
0
|
|
|
|
63,851
|
|
Deferred Compensation Vesting
Acceleration
|
|
|
0
|
|
|
|
40,808
|
|
|
|
0
|
|
|
|
0
|
|
|
|
40,808
|
|
Payment for Taxes Resulting from
Deferred Compensation Distribution
|
|
|
0
|
|
|
|
129,529
|
|
|
|
0
|
|
|
|
0
|
|
|
|
129,529
|
|
Total
|
|
|
589,500
|
|
|
|
2,169,697
|
|
|
|
0
|
|
|
|
589,500
|
|
|
|
2,169,697
|
|
27
Lawrence
R. Zingale
The following table shows the potential payments upon
termination or a change of control of the Company for Lawrence
R. Zingale, the Companys Sr. Vice President
Global Sales and Client Management, as if such termination had
occurred on December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated
|
|
|
Executive Initiated
|
|
|
|
Before
|
|
|
After
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control
|
|
|
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
Termination
|
|
|
|
|
|
Voluntary
|
|
|
|
|
|
|
w/o Cause
|
|
|
w/o Cause
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
or for Good
|
|
|
or for Good
|
|
|
Voluntary
|
|
|
for Good
|
|
|
Change in
|
|
|
|
Reason
|
|
|
Reason
|
|
|
Termination
|
|
|
Reason
|
|
|
Control
|
|
Type of Benefit
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Severance Pay
|
|
|
305,000
|
|
|
|
305,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Bonus Payment
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Stock Grants Vesting Acceleration
|
|
|
0
|
|
|
|
43,600
|
|
|
|
0
|
|
|
|
0
|
|
|
|
43,600
|
|
Stock Option Vesting Acceleration
|
|
|
0
|
|
|
|
26,391
|
|
|
|
0
|
|
|
|
0
|
|
|
|
26,391
|
|
Deferred Compensation Vesting
Acceleration
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Payment for Taxes Resulting from
Deferred Compensation Distribution
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
|
305,000
|
|
|
|
374,991
|
|
|
|
0
|
|
|
|
0
|
|
|
|
69,991
|
|
James
C. Hobby
The following table shows the potential payments upon
termination or a change of control of the Company for James C.
Hobby, the Companys Sr. Vice President Global
Operations, as if such termination had occurred on
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated
|
|
|
Executive Initiated
|
|
|
|
Before
|
|
|
After
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control
|
|
|
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
Termination
|
|
|
|
|
|
Voluntary
|
|
|
|
|
|
|
w/o Cause
|
|
|
w/o Cause
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
or for Good
|
|
|
or for Good
|
|
|
Voluntary
|
|
|
for Good
|
|
|
Change in
|
|
|
|
Reason
|
|
|
Reason
|
|
|
Termination
|
|
|
Reason
|
|
|
Control
|
|
Type of Benefit
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Severance Pay
|
|
|
275,000
|
|
|
|
275,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Bonus Payment
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Stock Grants Vesting Acceleration
|
|
|
0
|
|
|
|
39,313
|
|
|
|
0
|
|
|
|
0
|
|
|
|
39,313
|
|
Stock Option Vesting Acceleration
|
|
|
0
|
|
|
|
474,375
|
|
|
|
0
|
|
|
|
0
|
|
|
|
474,375
|
|
Deferred Compensation Vesting
Acceleration
|
|
|
0
|
|
|
|
37,446
|
|
|
|
0
|
|
|
|
0
|
|
|
|
37,446
|
|
Payment for Taxes Resulting from
Deferred Compensation Distribution
|
|
|
0
|
|
|
|
35,333
|
|
|
|
0
|
|
|
|
0
|
|
|
|
35,333
|
|
Total
|
|
|
275,000
|
|
|
|
861,467
|
|
|
|
0
|
|
|
|
0
|
|
|
|
586,467
|
|
28
David
L. Pearson
The following table shows the potential payments upon
termination or a change of control of the Company for
David L. Pearson, the Companys Sr. Vice President and
Chief Information Officer, as if such termination had occurred
on December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Initiated
|
|
|
Executive Initiated
|
|
|
|
Before
|
|
|
After
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
Control
|
|
|
Control
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
Termination
|
|
|
|
|
|
Voluntary
|
|
|
|
|
|
|
w/o Cause
|
|
|
w/o Cause
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
or for Good
|
|
|
or for Good
|
|
|
Voluntary
|
|
|
for Good
|
|
|
Change in
|
|
|
|
Reason
|
|
|
Reason
|
|
|
Termination
|
|
|
Reason
|
|
|
Control
|
|
Type of Benefit
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Severance Pay
|
|
|
210,000
|
|
|
|
210,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Bonus Payment
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Stock Grants Vesting Acceleration
|
|
|
0
|
|
|
|
30,021
|
|
|
|
0
|
|
|
|
0
|
|
|
|
30,021
|
|
Stock Option Vesting Acceleration
|
|
|
0
|
|
|
|
293,777
|
|
|
|
0
|
|
|
|
0
|
|
|
|
293,777
|
|
Deferred Compensation Vesting
Acceleration
|
|
|
0
|
|
|
|
26,391
|
|
|
|
0
|
|
|
|
0
|
|
|
|
26,391
|
|
Payment for Taxes Resulting from
Deferred Compensation Distribution
|
|
|
0
|
|
|
|
81,954
|
|
|
|
0
|
|
|
|
0
|
|
|
|
81,954
|
|
Total
|
|
|
210,000
|
|
|
|
642,143
|
|
|
|
0
|
|
|
|
0
|
|
|
|
432,143
|
|
EMPLOYMENT
AGREEMENTS
Charles E. Sykes. The Company and
Mr. Sykes are parties to an employment agreement, dated
August 1, 2004, as amended on July 28, 2005 to correct
a scriveners error, and as amended on January 3, 2006
to change compensation. The material terms and conditions of the
agreement as amended are summarized below. Under the agreement,
Mr. Sykes serves as President and Chief Executive Officer
of the Company. The term of the agreement expires on
July 31, 2007, but will automatically be renewed for
successive one-year terms unless one of the parties provides
written notice of its intent not to renew the agreement at least
180 days prior to the expiration of the initial term or any
renewal term. Under the agreement, as amended,
Mr. Sykes annual base salary is $500,000.
Mr. Sykes also is entitled to a performance bonus of up to
75% of his base salary based upon the achievement of such goals
as may be determined by the Compensation Committee, and to
participate in such other bonus programs and benefit plans as
are generally made available to other executive officers of the
Company.
If the agreement is terminated by the Company prior to the
expiration of the initial term or any renewal period for any
reason other than death, disability, or cause (as defined in the
agreement), or if the agreement is terminated by Mr. Sykes
prior to the expiration of the initial term or any renewal
period for good reason (as defined below), the Company is
required to pay Mr. Sykes an amount equal to his weekly
base salary through the end of the initial term or renewal
period of the agreement or for 104 weeks, whichever is
greater, and during such period Mr. Sykes is prohibited
from soliciting the Companys employees and competing with
the Company in any area in which the Companys clients were
conducting business during the initial term or any renewal term
of the agreement. If the agreement is terminated by
Mr. Sykes following a change in control of the Company (as
defined in the agreement) prior to the expiration of the initial
term or any renewal period, the Company is required to pay
Mr. Sykes an amount equal to his weekly base salary for
156 weeks from the date of termination, rather than
104 weeks, and to pay him an amount determined by
multiplying the annual target bonus designated or otherwise
indicated for him in the year such change of control occurs by a
factor of three, and paying such amount over the
156-week
period. Also, in the event the agreement is terminated by
Mr. Sykes following a change in control, all stock options,
stock grants or other similar equity incentives
and/or
compensation programs will immediately accelerate and become
fully vested and exercisable at the option of Mr. Sykes
upon the event of termination.
Good reason for Mr. Sykes termination of
the agreement is defined in the agreement as: (i) a change
of control of the Company (as defined in the agreement),
(ii) a good faith determination by Mr. Sykes that the
Company has breached the employment agreement, (iii) a
material adverse change in working conditions or status,
(iv) the deletion of, or change
29
in, any of the titles of CEO or President, (v) a
significant relocation of Mr. Sykes principal office,
(vi) a significant increase in travel requirements, or
(vii) an impairment of Mr. Sykes health to an
extent that made the continued performance of his duties under
the agreement hazardous to his physical or mental health or his
life.
The agreement provides that if Mr. Sykes employment
is terminated by the Company due to his death, disability or for
cause, or voluntarily by Mr. Sykes other than for good
reason, then the Company will have no obligation to pay him any
salary, bonus or other benefits other than those payable through
the date of termination, and Mr. Sykes may not solicit any
of the Companys employees or compete directly or
indirectly with the Company during the term of the agreement and
for a period of one year after its termination, regardless of
the reason for its termination. The agreement contains customary
confidentiality provisions.
W. Michael Kipphut. The Company and
Mr. Kipphut are parties to an employment agreement, dated
March 6, 2005, the material terms and conditions of which
are summarized below. The employment agreement provides that
Mr. Kipphut will serve as an executive of the Company.
Mr. Kipphut serves as Group Executive, Senior Vice
President Finance. The initial term of the agreement
expired on March 5, 2007, but was automatically renewed,
and will continue to be automatically renewed, for successive
one-year terms unless one of the parties provides the other with
written notice of its intent not to renew the agreement at least
30 days prior to the expiration of the initial term or any
renewal term. Under the agreement, Mr. Kipphuts
annual base salary is $368,500, subject to increase at the
Companys discretion. Mr. Kipphut also is entitled to
a performance bonus up to 60% of his base salary based upon the
achievement of specified goals as determined by the Compensation
Committee, and to participate in such other bonus programs and
benefit plans as are generally made available to other executive
officers of the Company.
If the agreement is terminated by the Company prior to the
expiration of the initial term or any renewal period for any
reason other than death, disability, or cause (as defined in the
agreement), or if the agreement is terminated by
Mr. Kipphut prior to the expiration of the initial term or
any renewal period for good reason (as defined below), the
Company is required to pay Mr. Kipphut an amount equal to
his weekly base salary through the end of the initial term or
renewal period of the agreement or for 52 weeks, whichever
is greater, plus an amount equal to the maximum annual
performance bonus he could earn (60% of his annual base salary),
which would also be paid over the same period as the other
payments. If the agreement is terminated by Mr. Kipphut
following a change in control of the Company (as defined in the
agreement) prior to the expiration of the initial term or any
renewal period, the Company is required to pay Mr. Kipphut
an amount equal to his weekly base salary for 104 weeks
from the date of termination, rather than 52 weeks, plus an
amount equal to twice the maximum annual performance bonus he
could earn, which would also be paid over the
104-week
period. Also, in the event the agreement is terminated by
Mr. Kipphut following a change in control, all stock
options, stock grants or other similar equity incentives
and/or
compensation programs will immediately accelerate and become
fully vested and exercisable at the option of Mr. Kipphut
upon the event of termination.
Good reason for Mr. Kipphuts termination
of the agreement is defined in the agreement as: (i) a
change of control of the Company (as defined in the agreement),
(ii) a good faith determination by Mr. Kipphut that
the Company has breached the employment agreement, (iii) a
material adverse change in working conditions or status,
(iv) the deletion of, or change in, any of the titles of
Senior Vice President and Chief Financial Officer, (v) a
significant relocation of Mr. Kipphuts principal
office, (vi) a change in reporting such that
Mr. Kipphut is required to report to someone other than the
CEO, or (vii) a significant increase in travel requirements.
The agreement provides that if Mr. Kipphuts
employment is terminated by the Company due to his death,
disability or for cause, or voluntarily by Mr. Kipphut
other than for good reason, then the Company will have no
obligation to pay him any salary, bonus or other benefits other
than those payable through the date of termination.
The agreement provides that Mr. Kipphut may not solicit any
of the Companys employees or compete directly or
indirectly with the Company during the term of the agreement and
for one year after its expiration in any area in which the
Companys clients were conducting business during the
initial term or any renewal term of the agreement. If the
agreement is terminated by the Company or Mr. Kipphut prior
to the end of its term, regardless of the reason for its
termination the non-solicitation and non-competition provisions
will remain in effect through the end of the initial term or
renewal period or for 52 weeks after termination, whichever
is greater. The agreement contains customary confidentiality
provisions.
30
James Hobby, Jr. The Company and
Mr. Hobby are parties to an employment agreement, dated
January 3, 2005, the material terms and conditions of which
are summarized below. The employment agreement provides that
Mr. Hobby will serve as an executive of the Company.
Mr. Hobby serves as Senior Vice President, Global
Operations. The agreement had an initial term which expired
January 2, 2007, but was automatically renewed, and will
continue to be automatically renewed, for successive one-year
periods unless one of the parties provides written notice of its
intent not to renew the agreement at least 180 days prior
to the expiration of the initial term or any renewal term. Under
the agreement, Mr. Hobbys annual base salary will not
be less than $275,000, and he is entitled to a performance bonus
of up to 50% of his base salary in accordance with the
Companys standard policy for the payment of performance
bonuses, and to standard executive fringe benefits.
If the agreement is terminated by the Company prior to the
expiration of the initial term or any renewal period for any
reason other than death, disability, or cause (as defined in the
agreement), the Company is required to pay Mr. Hobby an
amount equal to his weekly base salary through the end of the
initial term or renewal period of the agreement or for
52 weeks after the termination of the agreement, whichever
is greater, and Mr. Hobby may not compete with the Company
during such period in any area in which the Companys
clients were conducting business during the initial term or any
renewal term of the agreement. After the end of the initial term
or renewal period of the agreement, the Company may discontinue
making such payments if it releases Mr. Hobby from the
restrictions in the non-competition provision. The agreement
provides that if Mr. Hobbys employment is terminated
by the Company due to his death, disability or cause, or
voluntarily by Mr. Hobby, then the Company will have no
obligation to pay him any salary, bonus or other benefits other
than those payable through the date of termination, and
Mr. Hobby may not compete with the Company for a period
through the end of the initial term or renewal period of the
agreement or for 52 weeks following the termination of his
employment, whichever is greater. The agreement provides that,
after termination of his employment for any reason, whether by
the Company or Mr. Hobby, Mr. Hobby may not solicit
the Companys employees for the longer of (i) the full
stated term or renewal period of the agreement or (ii) a
period of 52 weeks after termination of his employment. The
agreement contains customary confidentiality provisions.
Lawrence R. Zingale. The Company and
Mr. Zingale are parties to an employment agreement, dated
January 3, 2006, the material terms and conditions of which
are summarized below. The employment agreement provides that
Mr. Zingale will serve as an executive of the Company.
Mr. Zingale serves as Sr. Vice President, Global Sales and
Client Management. The agreement continues until terminated by
one of the parties. Under the agreement, Mr. Zingales
annual base salary is to be not less than $305,000 through the
end of the term of the agreement, and he is entitled to
participate in a performance based bonus program ranging from 0%
to 40% of his base salary, and to standard executive fringe
benefits. The agreement also provides for the one time payment
of a lump sum of $25,000 as a signing bonus and for the payment
of a one time lump sum relocation bonus of $75,854 at the
inception of his employment.
If the agreement is terminated by the Company prior to the
expiration of the initial term or any renewal period for any
reason other than death, disability, or cause (as defined in the
agreement), the Company is required to pay Mr. Zingale an
amount equal to his weekly base salary for 52 weeks after
the termination of the agreement, and Mr. Zingale may not
compete with the Company during such period in any area in which
the Companys clients were conducting business during the
initial term or any renewal term of the agreement. The agreement
also provides that if Mr. Zingales employment is
terminated by the Company due to his death, disability or cause,
or voluntarily by Mr. Zingale, then the Company will have
no obligation to pay him any salary, bonus or other benefits
other than those payable through the date of termination, and
Mr. Zingale may not compete with the Company for a period
through the end of the initial term or renewal period of the
agreement or for 52 weeks following the termination of his
employment, whichever is greater. The agreement provides that,
after termination of his employment for any reason, whether by
the Company or Mr. Zingale, Mr. Zingale may not
solicit the Companys employees for the longer of
(i) the remaining term of the agreement or (ii) a
period of one year after termination of his employment. The
agreement contains customary confidentiality provisions.
David L. Pearson. The Company and
Mr. Pearson are parties to an employment agreement, dated
September 20, 2005, the material terms and conditions of
which are summarized below The employment agreement provides
that Mr. Pearson will serve as an executive of the Company.
Mr. Pearson serves as Senior Vice President, Information
Technology. The agreement had an initial term which expired on
September 19, 2006, but was automatically renewed, and will
continue to automatically renew, for successive one-year terms
unless one of the parties provides written notice of its
31
intent not to renew at least 180 days prior to the
expiration of the initial term or any renewal term. Under the
agreement, Mr. Pearsons annual base salary is to be
not less than $210,000 through the end of the term of the
agreement, and he is entitled to participate in a performance
based bonus program ranging from 0% to 50% of his base salary,
and to standard executive fringe benefits.
If the agreement is terminated by the Company prior to the
expiration of the initial term or any renewal period for any
reason other than death, disability, or cause (as defined in the
agreement), the Company is required to pay Mr. Pearson an
amount equal to his weekly base salary for 52 weeks after
the termination of the agreement, and Mr. Pearson may not
compete with the Company during such period in any area in which
the Companys clients were conducting business during the
initial term or any renewal term of the agreement. The agreement
also provides that if Mr. Pearsons employment is
terminated by the Company due to his death, disability or cause,
or voluntarily by Mr. Pearson, then the Company will have
no obligation to pay him any salary, bonus or other benefits
other than those payable through the date of termination, and
Mr. Pearson may not compete with the Company for a period
through the end of the initial term or renewal period of the
agreement or for 52 weeks following the termination of his
employment, whichever is greater. The agreement provides that,
after termination of his employment for any reason, whether by
the Company or Mr. Pearson, Mr. Pearson may not
solicit the Companys employees for the longer of
(i) the remaining term of the agreement or (ii) a
period of one year after termination of his employment. The
agreement contains customary confidentiality provisions.
DIRECTOR
COMPENSATION
Directors who are executive officers of the Company receive no
compensation for service as members of either the Board of
Directors or any committees of the Board.
2004
Non-Employee Director Fee Plan
In May 2005, the shareholders of the Company approved the 2004
Non-Employee Director Fee Plan (the 2004 Fee Plan).
The 2004 Fee Plan provides that all new non-employee Directors
joining the Board will receive an initial grant of common stock
units (CSUs) on the date the new Director is
appointed or elected, the number of which will be determined by
dividing a dollar amount to be determined from time to time by
the Board (initially set at $30,000) by an amount equal to 110%
of the average closing prices of the Companys common stock
for the five trading days prior to the date the new Director is
appointed or elected. The initial grant of CSUs will vest in
three equal installments, one-third on the date of each of the
following three annual shareholders meetings. A CSU is a
bookkeeping entry on the Companys books that records the
equivalent of one share of common stock. On the date each CSU
vests, the Director will become entitled to receive a share of
the Companys common stock and the CSU will be canceled.
Additionally, the 2004 Fee Plan provides that each non-employee
Director will receive, on the day after the annual meeting, an
annual retainer for service as a non-employee Director, the
amount of which shall be determined from time to time by the
Board. Under the 2004 Fee Plan, the annual retainer will be paid
75% in CSUs and 25% in cash. The number of CSUs to be granted
under the 2004 Fee Plan will be determined by dividing the
amount of the annual retainer by an amount equal to 105% of the
average of the closing prices for the Companys common
stock on the five trading days preceding the award date (the day
after the annual meeting). The annual grant of CSUs will vest in
two equal installments, one-half on the date of each of the
following two annual shareholders meetings. All CSUs will
automatically vest upon the termination of a Directors
service as a Director, whether by reason of death, retirement,
resignation, removal or failure to be reelected at the end of
his or her term. Until a CSU vests, the Director has none of the
rights of a shareholder with respect to the CSU or the common
stock underlying the CSU. CSUs are not transferable.
The Compensation and Human Resource Development Committee
reviews Board compensation on an annual basis and makes
recommendations to the full Board which is responsible for the
final determination as to Board compensation. For 2006 and 2007,
the Compensation Committee and the Board have established the
annual retainer fee for non-employee directors at $50,000. Any
non-employee Chairman of the Board receives additional annual
cash compensation in the amount of $100,000. The Chairperson of
the Audit Committee receives additional annual cash compensation
in the amount of $12,000, and the Chairpersons of the
Compensation and Human Resource Committee and the Nominating and
Corporate Governance Committee each receive additional annual
cash compensation in the amount of $5,000.
32
The following table contains information regarding compensation
paid to the non-employee directors during fiscal year ending
December 31, 2006, including cash and restricted stock
units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
Name(1)
|
|
($)
|
|
|
($)(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Furman P.
Bodenheimer, Jr.
|
|
|
23,000
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,500
|
|
Mark C. Bozek
|
|
|
31,000
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,500
|
|
Lt. Gen. Michael DeLong (Ret)
|
|
|
23,500
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,000
|
|
H. Parks Helms
|
|
|
31,000
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,500
|
|
Iain Macdonald
|
|
|
25,125
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,625
|
|
James S. MacLeod
|
|
|
23,000
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,500
|
|
Linda McClintock-Greco, M.D.
|
|
|
23,000
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,500
|
|
William J. Meurer
|
|
|
41,750
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,250
|
|
James K. Murray, Jr.
|
|
|
23,500
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,000
|
|
Paul L. Whiting
|
|
|
127,750
|
|
|
|
37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,250
|
|
|
|
|
(1) |
|
Charles E. Sykes, the Companys President and Chief
Executive Officer is not included in this table as he is an
employee of the Company and thus receives no compensation for
his services as a Director. The Compensation received by
Mr. Sykes as an employee of the Company is shown in the
Summary Compensation Table on page 19. |
|
(2) |
|
Represents the average of the closing prices for the
Companys common stock on the five trading days preceding
May 24, 2006 for 2,203 shares granted in the form of
deferred CSUs on May 24, 2006 to each
non-employee
director. |
33
SECURITY
OWNERSHIP
Security
Ownership of Directors and Executive Officers
The following table sets forth the beneficial ownership of the
Companys Common Stock as of April 16, 2007, for each
director, each executive officer named in the Summary
Compensation Table herein, and by all Directors and executive
officers of the Company as a group.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Settled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
Rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currently
|
|
|
Vested and
|
|
|
Total Stock
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
Exercisable or
|
|
|
Vesting
|
|
|
and Stock
|
|
|
Total
|
|
|
|
Common
|
|
|
Common
|
|
|
Exercisable
|
|
|
Within 60
|
|
|
Based
|
|
|
Outstanding
|
|
Name
|
|
Stock
|
|
|
Stock Units(1)
|
|
|
Within 60 Days
|
|
|
Days(2)
|
|
|
Holdings
|
|
|
Stock
|
|
|
Furman P.
Bodenheimer, Jr.
|
|
|
72,156
|
|
|
|
3,180
|
|
|
|
52,500
|
|
|
|
0
|
|
|
|
127,836
|
|
|
|
*
|
|
Mark C. Bozek
|
|
|
3,020
|
|
|
|
3,180
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
16,200
|
|
|
|
*
|
|
Lt. Gen. Michael DeLong (Ret)
|
|
|
7,020
|
|
|
|
3,180
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
18,533
|
|
|
|
*
|
|
H. Parks Helms(3)
|
|
|
20,043
|
|
|
|
3,180
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
48,223
|
|
|
|
*
|
|
Iain Macdonald
|
|
|
6,999
|
|
|
|
4,788
|
|
|
|
0
|
|
|
|
0
|
|
|
|
11,787
|
|
|
|
*
|
|
James S. MacLeod
|
|
|
5,622
|
|
|
|
4,224
|
|
|
|
0
|
|
|
|
0
|
|
|
|
9,846
|
|
|
|
*
|
|
Linda
McClintock-Greco, M.D.
|
|
|
15,241
|
|
|
|
3,180
|
|
|
|
17,500
|
|
|
|
0
|
|
|
|
35,921
|
|
|
|
*
|
|
William J. Meurer
|
|
|
41,111
|
|
|
|
3,180
|
|
|
|
27,500
|
|
|
|
0
|
|
|
|
71,791
|
|
|
|
*
|
|
James K. Murray, Jr.(4)
|
|
|
11,122
|
|
|
|
4,224
|
|
|
|
0
|
|
|
|
0
|
|
|
|
15,346
|
|
|
|
*
|
|
Charles E. Sykes(5)
|
|
|
163,391
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,484
|
|
|
|
166,875
|
|
|
|
*
|
|
Paul L. Whiting(6)
|
|
|
109,916
|
|
|
|
3,180
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
138,096
|
|
|
|
*
|
|
W. Michael Kipphut(7)
|
|
|
70,299
|
|
|
|
0
|
|
|
|
110,000
|
|
|
|
1,533
|
|
|
|
181,832
|
|
|
|
*
|
|
Lawrence R. Zingale(8)
|
|
|
38,430
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,047
|
|
|
|
39,477
|
|
|
|
*
|
|
James C. Hobby(9)
|
|
|
44,359
|
|
|
|
0
|
|
|
|
0
|
|
|
|
944
|
|
|
|
45,303
|
|
|
|
*
|
|
David L. Pearson(10)
|
|
|
23,797
|
|
|
|
0
|
|
|
|
37,050
|
|
|
|
437
|
|
|
|
61,284
|
|
|
|
*
|
|
All Directors and executive
officers as a group 18 persons
|
|
|
674,584
|
|
|
|
35,496
|
|
|
|
333,883
|
|
|
|
9,320
|
|
|
|
1,053,283
|
|
|
|
2.6
|
%
|
|
|
|
* |
|
Less than 1.0% |
|
(1) |
|
Represents stock settled Common Stock Units granted pursuant to
the 2004 Non-Employee Director Fee Plan that will vest within
60 days of the date of this proxy statement. |
|
(2) |
|
Shares of common stock which may be acquired within sixty days
of the date of this proxy statement upon the exercise of stock
appreciation rights (SARs), assuming that the
fair market value of a share of the Companys stock (as
defined in the 2001 Equity Incentive Plan) is $18.71 on the date
of exercise. The SARs represent the right to receive that number
of shares of common stock determined by dividing (i) the
total number of shares of stock subject to the SARs being
exercised, multiplied by the amount by which the fair market
value (as defined in the Plan) of a share of stock on the day
the right is exercised exceeds the fair market value of a share
of stock on the date of grant of the SAR, by (ii) the fair
market value of a share of stock on the exercise date. |
|
(3) |
|
Excludes 600 shares held by Mr. Helms spouse
over which Mr. Helms disclaims beneficial ownership. |
|
(4) |
|
Excludes 1,000 shares held by a family member in which
Mr. Murray disclaims beneficial ownership. |
|
(5) |
|
Includes 145,058 shares of restricted stock issued as part
of the various equity-based, long-term incentive awards and
18,333 shares owned by a trust of which Mr. Sykes is a
beneficiary. |
34
|
|
|
(6) |
|
Includes 109,916 shares owned jointly by Mr. Whiting
and other family members. Excludes 300 shares of Common
Stock held by Mr. Whitings wife in which
Mr. Whiting disclaims beneficial ownership. |
|
(7) |
|
Includes 68,299 shares of restricted stock issud as part of
the various equity-based, long-term incentive awards. |
|
(8) |
|
Includes 38,430 shares of restricted stock issud as part of
the various equity-based, long-term incentive awards. |
|
(9) |
|
Includes 44,359 shares of restricted stock issud as part of
the various equity-based, long-term incentive awards. |
|
(10) |
|
Includes 23,797 shares of restricted stock issud as part of
the various equity-based, long-term incentive awards. |
Security
Ownership of Certain Beneficial Owners
As of December 31, 2006, the Companys records and
other information available from outside sources indicated that
the following stockholders were beneficial owners of more than
five percent of the outstanding shares of the Companys
Common Stock. The information below is as reported in their
filings with the Securities and Exchange Commission. The Company
is not aware of any other beneficial owner or more than 5% of
the Companys Common Stock.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of Beneficial Ownership
|
|
|
|
Common Stock
|
|
Name
|
|
Shares
|
|
|
Percent
|
|
|
John H. Sykes(1)
|
|
|
7,656,096
|
|
|
|
18.85
|
|
Barclays Global Investors, NA.(2)
|
|
|
2,130,639
|
|
|
|
5.25
|
|
45 Fremont Street
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents shares owned by Mr. John Sykes through Jopar
Investments Limited Partnership, a North Carolina limited
partnership in which Mr. Sykes is the sole limited partner
and the sole shareholder of the limited partnerships sole
general partner. Excludes 7,950 shares owned by
Mr. Sykes wife, as to which Mr. Sykes disclaims
beneficial ownership. Mr. Sykes business address is
P.O. Box 2044, Tampa, Florida
33601-2044. |
|
(2) |
|
All information is based upon the Schedule 13G filed with
the Security and Exchange Commission by Barclays Global
Investors, NA (Barclays) on January 23, 2007.
Barclays, an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves
as investment manager to certain other commingled group trusts
and separate accounts. These investment companies, trusts and
accounts are the Funds. In its role as investment
advisor or manager, Barclays possesses investment
and/or
voting power over the stock that are owned by the Funds, and may
be deemed to be the beneficial owner of the stock held by the
Funds. However, all securities reported on the Schedule 13G
are owned by the Funds. Barclays disclaims beneficial ownership
of the stock. |
PROPOSAL 2
RATIFICATION
OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee engaged Deloitte & Touche LLP as
the Companys independent auditors to audit the 2007
consolidated financial statements of the Company for the year
ended December 31, 2007 and the effectiveness of the
Companys internal control over financial reporting as of
December 31, 2007 and express an opinion thereon, and issue
an attestation report on managements assessment of the
effectiveness of the Companys internal control over
financial reporting as of December 31, 2007. Although the
Company is not required to seek shareholder ratification of this
appointment, the Board believes it to be sound corporate
governance to do so. If the appointment is not ratified, the
Audit Committee will reconsider the appointment, but will not be
required to engage a different auditing firm.
Representatives of Deloitte & Touche are expected to be
present at the Annual Meeting. Those representatives will have
the opportunity to make a statement if they so desire and are
expected to be available to respond to appropriate questions.
35
The Board of Directors recommends a vote FOR this
proposal and urges each shareholder to vote FOR
ratification of the appointment of Deloitte & Touche
LLP as the Companys independent auditors. Executed and
unmarked proxies in the accompanying form will be voted at the
Annual Meeting in favor of ratification.
AUDIT
COMMITTEE DISCLOSURE
The Audit Committee is comprised solely of independent
Directors, and among other things, is responsible for:
|
|
|
|
|
Serving as an independent and objective party to monitor the
Corporations financial reporting process and internal
control system.
|
|
|
|
The appointment, compensation, and oversight of the work of the
registered public accounting firm employed by the Corporation
(including resolution of disagreements between management and
the auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work, and each
such registered public accounting firm shall report directly to
the Audit Committee.
|
|
|
|
Reviewing and appraising the Corporations internal
auditing function.
|
|
|
|
Providing an open avenue of communication among the
Corporations registered public accounting firm, financial
and senior management, those involved in the Corporations
internal auditing function, and the Board of Directors.
|
Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by the independent
auditors which exceed $50,000. These services may include audit
services, audit-related services, tax services and other
services. The Chairman of the Audit Committee has been given the
authority to grant pre-approvals, and each such pre-approval is
then submitted to the full Committee at the next meeting for
consideration and approval. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the
particular service or category of services and is generally
subject to a specific budget. The independent auditors and
management are required to periodically report to the Audit
Committee regarding the extent of services provided by the
independent auditors in accordance with this pre-approval, and
the fees for the services performed to date.
Service
Fees Paid to the Independent Registered Public Accounting
Firm
The fees charged by Deloitte & Touche LLP for
professional services rendered in connection with all audit and
non-audit related matters for the years ended December 31,
2006 and December 31, 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Audit Fees(1)
|
|
$
|
3,032,776
|
|
|
$
|
3,017,330
|
|
Audit-Related Fees(2)
|
|
$
|
34,678
|
|
|
$
|
21,378
|
|
Tax Fees
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
All Other Fees
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
|
|
(1) |
|
Fees for audit services in 2006 and 2005 consisted of
(a) audits of the Companys annual consolidated
financial statements and internal controls over financial
reporting, (b) reviews of the Companys quarterly
condensed consolidated financial statements, and (c) annual
stand alone statutory audits. |
|
(2) |
|
Fees for audit related services in 2006 and 2005 consisted of
(a) audit of employee benefit plans and (b) agreed
upon procedures engagements. |
Report of
the Audit Committee
In connection with the financial statements for the fiscal year
ended December 31, 2006, the Audit Committee has:
(1) reviewed and discussed the audited financial statements
with management,
(2) discussed with Deloitte & Touche LLP, the
Companys independent registered public accounting firm
(the Auditors), the matters required to be discussed
by the statement on Auditing Standards No. 61, as
amended, and
36
(3) received the written disclosure and letter from the
Auditors the matters required by Independence Standards Board
Standard No. 1.
Based upon these reviews and discussions, the Audit Committee
recommended to the Board at the March 7, 2007 meeting of
the Board that the Companys audited financial statements
be included in the Annual Report on
Form 10-K
for the year ended December 31, 2006 filed with the
Securities and Exchange Commission. The Board has approved this
inclusion.
AUDIT COMMITTEE
William J. Meurer, Chairman
Iain A. Macdonald
Paul L. Whiting
March 28, 2007
The information contained in this report shall not be deemed
to be soliciting material or filed or
incorporated by reference in future filings with the SEC, or
subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, except to the extent that we specifically
incorporate it by reference into a document filed under the
Securities Act of 1933 or the Securities Exchange Act of
1934.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the year ended December 31, 2006, the executive
officers and directors of the Company filed with the Securities
and Exchange Commission (the Commission) on a timely
basis, all required reports relating to transactions involving
equity securities of the Company beneficially owned by them,
except that Mark C. Bozek filed a Form 4 reporting a sale
of stock 10 days late. The Company has relied solely on the
written representation of its executive officers and directors
and copies of the reports they have filed with the Commission in
providing this information.
DEADLINE
FOR RECEIPT OF SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to
Rule 14a-8
under the Securities Exchange Act of 1934, as amended
(Rule 14a-8),
for inclusion in the Companys proxy statement for its 2008
Annual Meeting of Shareholders is December 21, 2007.
Pursuant to the Companys Bylaws, only shareholder
proposals submitted on or prior to such date may be brought
before the meeting.
OTHER
MATTERS
Management knows of no matter to be brought before the Annual
Meeting, which is not referred to in the Notice of Annual
Meeting. If any other matters properly come before the Annual
Meeting, it is intended that the shares represented by Proxy
will be voted with respect thereto in accordance with the
judgment of the persons voting them.
By Order of the Board of Directors,
James T. Holder
Secretary
37
SYKES ENTERPRISES, INCORPORATED
Annual Meeting of Shareholders, May 23, 2007
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of Sykes Enterprises, Incorporated (the Company) hereby appoints
each of Charles E. Sykes, W. Michael Kipphut and James T. Holder, and each of them with authority
to act without the others, as attorneys and proxies for the undersigned, with full power of
substitution, to vote all shares of the common stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company and at all adjournments
thereof, to be held at the Tampa Marriott Waterside, 700 South Florida Avenue, Tampa, Florida, on
Tuesday, May 23, 2007, at 9:00 a.m., Eastern Daylight Savings Time, with all the powers the
undersigned would possess if personally present, such proxies being directed to vote as specified
below and in their discretion on any other business that may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED BELOW. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1, AND FOR PROPOSAL 2.
t DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED t
SYKES ENTERPRISES, INCORPORATED 2007 ANNUAL MEETING
|
|
|
|
|
|
|
|
|
1.
|
|
To elect four Directors
(to serve for a term of three years)
|
|
1- Paul L. Whiting
2- Mark C. Bozek
3- Lt. Gen. Michael B. DeLong (Retired)
4- Iain A. Macdonald
|
|
o FOR all nominees
listed to the left (except
as specified below).
|
|
o WITHHOLD AUTHORITY
to vote for all nominees
listed to the left |
|
|
|
To withhold authority to vote for any indicated nominee, write the number(s) >>>>>>>>>
of the nominee(s) in the box provided to the right.
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To ratify the appointment of Deloitte & Touche LLP as independent auditors of the Company.
|
|
o FOR
|
|
o AGAINST
|
|
o ABSTAIN |
|
|
|
|
|
|
|
|
|
3. |
|
In their discretion, the proxies are authorized to vote upon such other business as may
properly come before this meeting or any adjournments or postponements
thereof. |
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE
EVEN IF YOU PLAN TO ATTEND THE MEETING.
|
|
|
o I plan to attend the Meeting.
|
|
o I do not plan to attend the Meeting. |
The undersigned reserves the right to revoke this Proxy at any time prior to the Proxy
being voted at the Meeting. The Proxy may be revoked by delivering a signed revocation to
the Company at any time prior to the Meeting, by submitting a later-dated Proxy, or by
attending the Meeting in person and casting a ballot. The undersigned hereby revokes any
proxy previously given to vote such shares at the Meeting.
|
|
|
Check appropriate box to indicate any changes to name or address below: |
Address Change? o Name Change? o |
|
|
|
Name: |
|
|
|
|
|
|
|
|
Address: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature of Shareholder |
|
|
|
|
|
|
Signature of Shareholder |
|
|
|
|
|
Please sign Proxy exactly as your name appears on your stock certificate(s).
JOINT OWNERS SHOULD EACH SIGN PERSONALLY. When signing as attorney, executor,
administrator, trustee, guardian, partner or corporate officer, please give
your full title as such. |