FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (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
COMPELLENT TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(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.
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COMPELLENT
TECHNOLOGIES, INC.
7625 Smetana Lane
Eden Prairie, Minnesota 55344
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held On May 21,
2009
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Compellent Technologies, Inc., a Delaware
corporation. The meeting will be held on Thursday, May 21,
2009 at 3:30 p.m., Central Time, at Faegre &
Benson, LLP, 2200 Wells Fargo Center, 90 South 7th Street,
Minneapolis, MN 55402 for the following purposes:
1. To elect three directors nominated by the Board of
Directors to hold office until the 2012 Annual Meeting of
Stockholders.
2. To ratify the selection by the Audit Committee of the
Board of Directors of Grant Thornton LLP as our independent
registered public accounting firm for the year ending
December 31, 2009.
3. To conduct any other business properly brought before
the meeting.
These items of business are more fully described in the Proxy
Statement accompanying this Notice.
The record date for the Annual Meeting is April 8, 2009.
Only stockholders of record at the close of business on that
date may vote at the meeting or any adjournment thereof.
Important Notice Regarding the Availability of Proxy
Materials for the Stockholders Meeting to Be Held at
3:30 p.m., Central Time, on Thursday, May 21, 2009 at
Faegre & Benson, LLP located at 2200 Wells Fargo
Center, 90 South 7th Street, Minneapolis, MN 55402.
The proxy statement and annual report to stockholders are
available at
www.compellent.com/proxy.
The Board of Directors recommends that you vote FOR each of
the proposals identified above.
By Order of the Board of Directors
Lawrence E. Aszmann
Secretary
Eden Prairie, Minnesota
April 17, 2009
You are cordially invited to attend the Annual Meeting in
person. Whether or not you expect to attend the Annual Meeting,
please complete, date, sign and return the enclosed proxy, or
vote over the telephone or the Internet as instructed in these
materials, as promptly as possible in order to ensure your
representation at the Annual Meeting. A return envelope (which
is postage prepaid if mailed in the United States) is enclosed
for your convenience. Even if you have voted by proxy, you may
still vote in person if you attend the Annual Meeting. Please
note, however, that if your shares are held of record by a
broker, bank or other nominee and you wish to vote at the Annual
Meeting, you must obtain a proxy issued in your name from that
record holder.
COMPELLENT
TECHNOLOGIES, INC.
7625 Smetana Lane
Eden Prairie, Minnesota 55344
PROXY STATEMENT
FOR THE 2009 ANNUAL MEETING OF
STOCKHOLDERS
MAY 21, 2009
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I
receiving these materials?
We have sent you this proxy statement and the enclosed proxy
card because the Board of Directors of Compellent Technologies,
Inc. is soliciting your proxy to vote at the 2009 Annual Meeting
of Stockholders, or the Annual Meeting, including at any
adjournments or postponements of the Annual Meeting. You are
invited to attend the Annual Meeting to vote on the proposals
described in this proxy statement. However, you do not need to
attend the Annual Meeting to vote your shares. Instead, you may
simply complete, sign and return the enclosed proxy card, or
follow the instructions below to submit your proxy over the
telephone or on the Internet.
We intend to mail this proxy statement and accompanying proxy
card on or about April 17, 2009 to all stockholders of
record entitled to vote at the Annual Meeting.
Who can
vote at the Annual Meeting?
Only stockholders of record at the close of business on
April 8, 2009 will be entitled to vote at the Annual
Meeting. On this record date, there were 30,800,023 shares
of common stock outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name
If, on April 8, 2009, your shares were registered directly
in your name with Compellents transfer agent, Wells Fargo
Shareholder Services, then you are a stockholder of record. As a
stockholder of record, you may vote in person at the Annual
Meeting or vote by proxy. Whether or not you plan to attend the
Annual Meeting, we urge you to fill out and return the enclosed
proxy card or vote by proxy over the telephone or on the
Internet as instructed below to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or
Bank
If, on April 8, 2009, your shares were held, not in your
name, but rather in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the
beneficial owner of shares held in street name and
these proxy materials are being forwarded to you by that
organization. The organization holding your account is
considered to be the stockholder of record for purposes of
voting at the Annual Meeting. As a beneficial owner, you have
the right to direct your broker or other agent how to vote the
shares in your account. You are also invited to attend the
Annual Meeting. However, since you are not the stockholder of
record, you may not vote your shares in person at the Annual
Meeting unless you request and obtain a valid proxy from your
broker or other agent.
What am I
voting on?
There are two matters scheduled for a vote:
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Proposal 1, election of our three nominees for director
until the 2012 Annual Meeting of Stockholders; and
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Proposal 2, ratification of Grant Thornton LLP as our
independent registered public accounting firm for the year
ending December 31, 2009.
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How do I
vote?
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For Proposal 1, you may either vote For all the
nominees to the Board of Directors or you may
Withhold your vote for any nominee you specify.
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For Proposal 2, you may vote For or
Against or abstain from voting.
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The procedures for voting are fairly simple:
Stockholder
of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at
the Annual Meeting, vote by proxy using the enclosed proxy card,
vote by proxy over the telephone, or vote by proxy on the
Internet. Whether or not you plan to attend the Annual Meeting,
we urge you to vote by proxy to ensure your vote is counted. You
may still attend the Annual Meeting and vote in person even if
you have already voted by proxy.
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To vote in person, come to the Annual Meeting and we will give
you a ballot when you arrive.
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To vote using the proxy card, simply complete, sign and date the
enclosed proxy card and return it promptly in the envelope
provided. If you return your signed proxy card to us before the
Annual Meeting, we will vote your shares as you direct.
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To vote over the telephone, dial toll-free
(800) 690-6903
using a touch-tone phone and follow the recorded instructions.
You will be asked to provide the company number and control
number from the enclosed proxy card. Your vote must be received
by 11:59 p.m., Eastern Time, on May 20, 2009 to be
counted.
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To vote on the Internet, go to
http://www.proxyvote.com
to complete an electronic proxy card. You will be asked to
provide the company number and control number from the enclosed
proxy card. Your vote must be received by 11:59 p.m.,
Eastern Time, on May 20, 2009 to be counted.
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Beneficial
Owner: Shares Registered in the Name of Broker or
Bank
If you are a beneficial owner of shares registered in the name
of your broker, bank, or other agent, you should have received a
proxy card and voting instructions with these proxy materials
from that organization rather than from Compellent. Simply
complete and mail the proxy card to ensure that your vote is
counted. Alternatively, you may vote by telephone or over the
Internet as instructed by your broker or bank. To vote in person
at the Annual Meeting, you must obtain a valid proxy from your
broker, bank, or other agent. Follow the instructions from your
broker or bank included with these proxy materials, or contact
your broker or bank to request a proxy form.
We provide Internet proxy voting to allow you to vote your
shares on-line, with procedures designed to ensure the
authenticity and correctness of your proxy vote instructions.
However, please be aware that you must bear any costs associated
with your Internet access, such as usage charges from Internet
access providers and telephone companies.
How many
votes do I have?
On each matter to be voted upon, you have one vote for each
share of common stock you own as of April 8, 2009.
What if I
return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking any
voting selections, your shares will be voted For the
election of all three nominees for director and For
the ratification of Grant Thornton LLP as our independent
registered public accounting firm for the year ending
December 31, 2009. If any other matter is properly
presented at the Annual Meeting, your proxyholder (one of the
individuals named on your proxy card) will vote your shares
using his best judgment.
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Who is
paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In
addition to these mailed proxy materials, our directors and
employees may also solicit proxies in person, by telephone, or
by other means of communication. Directors and employees will
not be paid any additional compensation for soliciting proxies.
We may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners.
What does
it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares are
registered in more than one name or are registered in different
accounts. Please complete, sign and return each proxy card to
ensure that all of your shares are voted.
Can I
change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote
at the Annual Meeting. If you are the record holder of your
shares, you may revoke your proxy in any one of three ways:
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You may submit another properly completed proxy card with a
later date.
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You may send a timely written notice that you are revoking your
proxy to Compellents Secretary at Compellent Technologies,
Inc., 7625 Smetana Lane, Eden Prairie, Minnesota 55344.
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You may attend the Annual Meeting and vote in person. Simply
attending the Annual Meeting will not, by itself, revoke your
proxy.
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If your shares are held by your broker or bank as a nominee or
agent, you should follow the instructions provided by your
broker or bank.
When are
stockholder proposals due for next years annual
meeting?
To be considered for inclusion in next years proxy
materials, your proposal must be submitted in writing by
December 18, 2009, to Compellents Secretary at
Compellent Technologies, Inc., 7625 Smetana Lane, Eden Prairie,
Minnesota 55344. However, if Compellents 2010 Annual
Meeting of Stockholders is not held between April 21, 2010
and June 20, 2010, then the deadline will be a reasonable
time prior to the time Compellent begins to print and mail its
proxy materials.
If you wish to bring a proposal before the stockholders or
nominate a director at the 2010 Annual Meeting of Stockholders,
but you are not requesting that your proposal or nomination be
included in next years proxy materials, you must notify
Compellents Secretary, in writing, not later than the
close of business on February 20, 2010. However, if
Compellents 2010 Annual Meeting of Stockholders is not
held between April 21, 2010 and June 20, 2010, then
the deadline will be not later than the close of business on the
10th day following the date on which the notice of the date
of the 2010 Annual Meeting of Stockholders was mailed, or the
10th day following the date on which public disclosure of
the date of the 2010 Annual Meeting of Stockholders was made,
whichever occurs first. We also advise you to review our bylaws,
which contain additional requirements about advance notice of
stockholder proposals and director nominations. The chairman of
the 2010 Annual Meeting of Stockholders may determine, if the
facts warrant, that a matter has not been properly brought
before the meeting and, therefore, may not be considered at the
meeting.
How are
votes counted?
Votes will be counted by the inspector of election appointed for
the Annual Meeting, who will separately count For
and Withhold votes. With respect to proposals other
than the election of directors, the inspector of elections will
also count Against votes, abstentions and broker
non-votes. Abstentions will be counted towards the vote total
for each proposal other than the election of directors, and will
have the same effect as Against votes. Broker
non-votes have no effect and will not be counted towards the
vote total for any proposal.
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What are
broker non-votes?
Broker non-votes occur when a beneficial owner of shares held in
street name does not give instructions to the broker
or nominee holding the shares as to how to vote on matters
deemed non-routine. Generally, if shares are held in
street name, the beneficial owner of the shares is entitled to
give voting instructions to the broker or nominee holding the
shares. If the beneficial owner does not provide voting
instructions, the broker or nominee can still vote the shares
with respect to matters that are considered to be
routine, but not with respect to
non-routine matters. Under the rules and
interpretations of The New York Stock Exchange,
non-routine matters are generally those involving a
contest or a matter that may substantially affect the rights or
privileges of stockholders, such as mergers or stockholder
proposals.
How many
votes are needed to approve each proposal?
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For Proposal 1 (the election of our three nominees for
director), the three nominees receiving the most For
votes (from the holders of shares present in person or
represented by proxy and entitled to vote on the election of
directors) will be elected. Only votes For or
Withheld will affect the outcome.
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For Proposal 2 (the ratification of Grant Thornton LLP as
our independent registered public accounting firm for the year
ending December 31, 2009), Grant Thornton LLP must receive
For votes from the holders of a majority of shares
present and entitled to vote either in person or by proxy. If
you Abstain from voting, it will have the same
effect as an Against vote. Broker non-votes will
have no effect.
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What is
the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A
quorum will be present if stockholders holding at least a
majority of the outstanding shares are present at the Annual
Meeting in person or represented by proxy. On the record date,
there were 30,800,023 shares outstanding and entitled to
vote. Thus, the holders of 15,400,012 shares must be
present in person or represented by proxy at the Annual Meeting
or by proxy to have a quorum.
Your shares will be counted towards the quorum only if you
submit a valid proxy (or one is submitted on your behalf by your
broker, bank or other nominee) or if you vote in person at the
Annual Meeting. Abstentions and broker non-votes will be counted
towards the quorum requirement. If there is no quorum, the
holders of a majority of shares present at the meeting in person
or represented by proxy may adjourn the Annual Meeting to
another date.
How can I
find out the results of the voting at the Annual
Meeting?
Preliminary voting results will be announced at the Annual
Meeting. Final voting results will be published in
Compellents quarterly report on
Form 10-Q
for the second quarter of 2009.
PROPOSAL 1
ELECTION
OF DIRECTORS
Our Board of Directors, or our Board, is divided into three
classes. Each class consists, as nearly as possible, of
one-third of the total number of directors, and each class has a
three-year term. Vacancies on the Board may be filled only by
persons appointed by a majority of the remaining directors. A
director appointed by the Board to fill a vacancy in a class,
including a vacancies created by an increase in the number of
directors, shall serve for the remainder of the full term of
that class and until the directors successor is elected
and qualified or such directors earlier death, resignation
or removal.
Our Board presently has seven members. There are three directors
in the class whose term of office expires in 2009,
Messrs. Sarkar, Spreng and Williams, each of whom is
currently a director of Compellent. The Nominating and Corporate
Governance Committee of the Board recommended to the Board that
each of Messrs. Sarkar, Spreng and Williams be nominated
for election at the Annual Meeting. Mr. Sarkar and
Mr. Spreng were each previously elected by the
stockholders. Mr. Williams, who was appointed to the Board
effective October 1, 2008 to fill a vacancy on the Board,
was originally identified by a professional search firm. If
elected at the Annual Meeting, each
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of these nominees would serve until the 2012 Annual Meeting and
until his successor is elected and has qualified, or, if sooner,
until the directors death, resignation or removal. We
encourage our directors and nominees for director to attend the
Annual Meeting. Messrs. Beeler, Guider, Soran and Wehrwein
attended the 2008 Annual Meeting of Stockholders.
Directors are elected by a plurality of the votes of the holders
of shares present in person or represented by proxy and entitled
to vote on the election of directors. The three nominees
receiving the highest number of affirmative votes will be
elected. Shares represented by executed proxies will be voted,
if authority to do so is not withheld, for the election of the
three nominees named below. If any nominee becomes unavailable
for election as a result of an unexpected occurrence, your
shares will be voted for the election of a substitute nominee
proposed by our management team. Each person nominated for
election has agreed to serve if elected. Our management has no
reason to believe that any nominee will be unable to serve.
THE
BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF OUR
NOMINEES TO THE BOARD.
Members
of the Board of Directors
The following is information regarding each of the members of
our Board as of the date of this proxy statement.
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Director
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Expiration
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Name
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Position with Compellent
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Age
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Since
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of Term
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Neel Sarkar
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Director
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38
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April 2005
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2009
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R. David Spreng
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Director
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47
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December 2006
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2009
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Duston M. Williams
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Director
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50
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October 2008
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2009
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Charles Beeler
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Director
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37
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July 2002
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2010
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John P. Guider
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Chief Operating Officer and Director
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65
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March 2002
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2010
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Philip E. Soran
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Chairman, President and Chief Executive Officer
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March 2002
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2011
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Sven A. Wehrwein
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Director
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58
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April 2007
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2011
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Nominees
for Election for a Three-year Term Expiring at Our 2012 Annual
Meeting
Neel
Sarkar
Neel Sarkar has been with Centennial Ventures, a venture capital
firm, since 2002 and has been a Managing Director since December
2005. Mr. Sarkar previously served as a Principal of
Centennial Ventures from December 2003 to December 2005 and
as an Associate from January 2002 to December 2003. From 2000 to
2002, Mr. Sarkar was with Dell, Inc., a computer company,
where he most recently served as Director of Strategy and
Business Development for the server and storage division. From
1998 to 2000, Mr. Sarkar was a consultant with
McKinsey & Company, a management consulting company.
From 1993 to 1998, he served in various operations, management,
supply chain and information technology strategy positions with
divisions of General Electric Co., a diversified industrial
corporation, and Exelon Corporation, a power general services
company. Mr. Sarkar received a B.S. in Electrical
Engineering from M.I.T. and an M.B.A. from the J.L. Kellogg
Graduate School of Management at Northwestern University.
R.
David Spreng
R. David Spreng has been the Managing General Partner of
Crescendo Ventures, a venture capital firm he founded since
1998. Mr. Spreng is active with the World Economic Forum
and is a member of the board of directors of the National
Venture Capital Association. Mr. Spreng received a B.S. in
Accounting from the University of Minnesota.
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Duston
M. Williams
Duston M. Williams has served as the Chief Financial Officer of
Infinera Corporation, an optical networking company, since June
2006. From December 2004 to June 2006, Mr. Williams was
Executive Vice President and Chief Financial Officer of Maxtor
Corporation, an information storage solutions company. From July
2003 to November 2004, Mr. Williams served as Chief
Financial Officer of Aruba Networks, Inc., a network
infrastructure company. From July 2001 to February 2003,
Mr. Williams served as Chief Financial Officer of Rhapsody
Networks, Inc., a storage networking provider. Mr. Williams
holds a B.S. in Accounting from Bentley College and an M.B.A.
from the University of Southern California.
Directors
Continuing in Office Until Our 2010 Annual Meeting
Charles
Beeler
Charles Beeler has been a General Partner of El Dorado Ventures,
a venture capital firm since 1999. Prior to 1999,
Mr. Beeler was an Investment Manager with Piper Jaffray
Ventures Technology Funds, a venture investing arm of Piper
Jaffray & Co., a financial services company.
Mr. Beeler received a B.A. in Economics from Colby College
and an M.B.A. in entrepreneurial studies from the Wharton School.
John
P. Guider
John P. Guider has served as Compellents Chief Operating
Officer since co-founding Compellent in March 2002. From
July 1995 to August 2001, Mr. Guider served as Chief
Operating Officer of Xiotech Corporation, or Xiotech, a storage
area networking company, which Mr. Guider co-founded in
July 1995. Xiotech was acquired by Seagate Technology, or
Seagate, a disk drive manufacturer, in January 2000. From 1987
to 1995, Mr. Guider served as Chief Technology Officer and
Senior Vice President of Product Development of Tricord Systems,
a high performance server company, which Mr. Guider
co-founded in 1987. From December 1982 to January 1987,
Mr. Guider served as Director of Hardware Development at
Star Technologies, a scientific computer company, and held
various management and technical positions with Sperry
Corporation, a mainframe systems company. Mr. Guider
received a B.S. in Electrical Engineering from the University of
Minnesota.
Directors
Continuing in Office Until Our 2011 Annual Meeting
Philip
E. Soran
Philip E. Soran has served as our President and Chief Executive
Officer since co-founding Compellent in March 2002. From July
1995 to August 2001, Mr. Soran served as President and
Chief Executive Officer of Xiotech, which Mr. Soran
co-founded in July 1995. Xiotech was acquired by Seagate in
January 2000. From October 1993 to April 1995, Mr. Soran
served as Executive Vice President of Prodea Software
Corporation, a data warehousing software company. Mr. Soran
also held a variety of management, sales, marketing and
technical positions with IBM. Mr. Soran received a B.A. in
Education from the University of Northern Colorado.
Sven
A. Wehrwein
Sven A. Wehrwein has over 30 years of experience in
accounting, finance and investment banking. Since 1999,
Mr. Wehrwein has provided financial consulting services to
emerging growth companies. Mr. Wehrwein previously served
as Chief Financial Officer of Digi International Inc., a
networking solutions company, and Instent, Inc., a medical
device company. Mr. Wehrwein also serves on the board of
directors of Image Sensing Systems, Inc., a video imaging
company, Synovis Life Technologies, Inc., a medical device
company, Uroplasty, Inc., a medical device company, and Vital
Images, Inc., a visualization software company.
Mr. Wehrwein received an M.S. in Management from the Sloan
School at the Massachusetts Institute of Technology and is a
certified public accountant (inactive).
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board has selected Grant Thornton LLP
as our independent registered public accounting firm for the
year ending December 31, 2009 and has further directed that
management submit the selection of our independent registered
public accounting firm for ratification by the stockholders at
the Annual Meeting. Grant Thornton LLP has audited our financial
statements since the December 31, 2002 audit.
Representatives of Grant Thornton LLP are expected to be present
at the Annual Meeting. They will have an opportunity to make a
statement if they so desire and will be available to respond to
appropriate questions. For additional information regarding the
Audit Committee and its activities with Grant Thornton LLP, see
Information Regarding Our Board of Directors and
Corporate Governance and Report of the Audit
Committee of the Board of Directors.
Neither our bylaws nor other governing documents or law require
stockholder ratification of the selection of Grant Thornton LLP
as our independent registered public accounting firm. However,
the Audit Committee of the Board is submitting the selection of
Grant Thornton LLP to the stockholders for ratification as a
matter of good corporate governance. If the stockholders fail to
ratify the selection, the Audit Committee of the Board will
reconsider whether or not to retain that firm. Even if the
selection is ratified, the Audit Committee of the Board in its
discretion may direct the appointment of a different independent
registered public accounting firm at any time during the year if
they determine that such a change would be in the best interests
of Compellent and our stockholders.
The affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote
at the Annual Meeting will be required to ratify the selection
of Grant Thornton LLP. Abstentions will be counted toward the
tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes.
Broker non-votes are counted towards a quorum, but are not
counted for any purpose in determining whether this matter has
been approved.
Principal
Accountant Fees and Services
The following table represents aggregate fees billed to us for
the years ended December 31, 2008 and 2007, by Grant
Thornton LLP, our independent registered public accounting firm.
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Year Ended
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December 31,
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December 31,
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2008
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2007
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Audit Fees(1)
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$
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269,791
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$
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603,934
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Audit-Related Fees(2)
|
|
|
12,938
|
|
|
|
|
|
Tax Fees(3)
|
|
|
46,117
|
|
|
|
32,130
|
|
All Other Fees(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
328,846
|
|
|
$
|
636,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit Fees. Consists of fees billed for
professional services rendered for the integrated audit of our
year end financial statements and a review of the interim
financial statements included in our quarterly reports,
registration statements on
Forms S-1
and S-8 and
consents and services that are normally provided by Grant
Thornton LLP in connection with statutory and regulatory filings
or engagements. |
|
(2) |
|
Audit-Related Fees. Consists of fees billed
for professional services rendered for the audit of our 401(k)
plan. |
|
(3) |
|
Tax Fees. These services included federal and
state tax compliance, tax planning and tax advice during 2008
and 2007. |
|
(4) |
|
All Other Fees. Grant Thornton LLP did not
provide any such products or services to us during 2008 and 2007. |
In 2008, all fees described above were pre-approved by the Audit
Committee in accordance with the Audit Committees
pre-approval policies and procedures. In 2007, all fees
described above incurred following our initial
7
public offering were
pre-approved
by the Audit Committee in accordance with the Audit
Committees pre-approval policies and procedures.
Pre-Approval
Policies and Procedures
The Audit Committee has adopted a policy and procedures for the
pre-approval of audit and non-audit services rendered by our
independent registered public accounting firm, Grant Thornton
LLP. The policy generally requires Audit Committee pre-approval
of specified services in the defined categories of audit
services, audit-related services, and tax services up to
specified amounts. Pre-approval may also be given as part of the
Audit Committees approval of the scope of the engagement
of the independent registered public accounting firm or on an
individual explicit
case-by-case
basis before the independent registered public accounting firm
is engaged to provide each service. The pre-approval of services
may also be delegated to one or more of the Audit
Committees members, but the decision must be reported to
the full Audit Committee at its next scheduled meeting. Our
management has limited authority to engage Grant Thornton LLP to
perform limited services without Audit Committee pre-approval.
The Audit Committee has determined that the rendering of
services other than audit services by Grant Thornton LLP is
compatible with maintaining their independence.
THE
BOARD RECOMMENDS A VOTE FOR PROPOSAL 2.
INFORMATION
REGARDING OUR BOARD OF DIRECTORS AND CORPORATE
GOVERNANCE
Independence
of The Board of Directors
As required under The New York Stock Exchange, or NYSE, listing
standards, a majority of the members of a listed companys
Board must qualify as independent, as affirmatively
determined by the Board. The Board consults with our outside
counsel to ensure that the Boards determinations are
consistent with relevant securities and other laws and
regulations regarding the definition of independent,
including those set forth in pertinent listing standards of the
NYSE, as in effect
from time to time.
Consistent with these considerations, after review of all
relevant transactions or relationships between each director, or
any of his family members, and Compellent, our senior management
and our independent registered public accounting firm, the Board
has affirmatively determined that the following five directors
are independent directors within the meaning of the applicable
NYSE listing standards: Messrs. Beeler, Sarkar, Spreng,
Wehrwein and Williams. In making this determination, the Board
found that none of these directors or nominees for director had
a material or other disqualifying relationship with Compellent.
Mr. Guider, our Chief Operating Officer, and
Mr. Soran, our President and Chief Executive Officer, are
not independent directors by virtue of their employment with us.
Meetings
of the Board of Directors
The Board of Directors met six times during 2008. During 2008,
each Board member attended 75% or more of the meetings of the
Board and of the committees on which he served, held during the
period for which he was a director or committee member.
As required under applicable NYSE listing standards, in 2008,
our non-management directors met in an executive session at
which only non-management directors were present.
Mr. Beeler was chosen as the Companys lead
independent director in October 2008 and presided over the
executive sessions following his appointment.
8
Information
Regarding Committees of the Board of Directors
The Board of Directors has three standing committees: an Audit
Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee. The following table provides
membership and meeting information for 2008 for each of the
Board committees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating and
|
|
|
|
|
|
|
Corporate
|
Name
|
|
Audit
|
|
Compensation
|
|
Governance
|
|
Charles Beeler
|
|
|
|
|
|
|
X
|
*
|
|
|
X
|
|
Neel Sarkar
|
|
|
X
|
|
|
|
|
|
|
|
X
|
*
|
R. David Spreng(1)
|
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
Sven A. Wehrwein
|
|
|
X
|
*
|
|
|
X
|
|
|
|
|
|
Duston M. Williams(2)
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total meetings in 2008
|
|
|
6
|
|
|
|
4
|
|
|
|
4
|
|
|
|
|
(1) |
|
Mr. Spreng resigned from the Audit Committee on
October 1, 2008 in connection with the appointment of
Mr. Williams to the Board and as a member of the Audit
Committee. |
|
(2) |
|
Mr. Williams was appointed to our Board and as a member of
the Audit Committee on October 1, 2008. |
Below is a description of each committee of the Board. The Board
has determined that each current member of each committee meets
the applicable NYSE rules and regulations regarding
independence and that each current member is free of
any relationship that would impair his individual exercise of
independent judgment with regard to Compellent. The Audit,
Compensation and Nominating and Corporate Governance Committees
each have the authority to engage legal counsel or other experts
or consultants, as it deems appropriate to carry out its
responsibilities. Each of our Committees has adopted a written
charter that is available to stockholders on our website at
www.compellent.com, under the Investors
Corporate Governance tab and are available in print upon a
request to Compellent Technologies, Inc., Attn: Corporate
Secretary, 7625
Smetana Lane, Eden Prairie, Minnesota 55344. The contents of our
website are not part of this proxy statement.
Audit
Committee
Our Audit Committee was established by the Board to oversee our
corporate accounting and financial reporting processes and
audits of our financial statements. For this purpose, the Audit
Committee performs several functions:
|
|
|
|
|
evaluating the performance of the independent registered public
accounting firm (taking into account, where appropriate, the
views of management), assessing their independence and
qualifications and determining and approving engagements of the
independent registered public accounting firm;
|
|
|
|
determining whether to retain or to terminate the existing
independent registered public accounting firm or to appoint and
engage a new independent registered public accounting firm for
the following year;
|
|
|
|
determining and approving engagements of the independent
registered public accounting firm, prior to commencement of such
engagements (unless in compliance with exceptions available
under applicable laws or rules related to immaterial aggregate
amounts of services), to perform any proposed permissible
non-audit services;
|
|
|
|
receiving and reviewing the written disclosures and the letter
from the independent registered public accounting firm required
by the applicable requirements of the Public Company Accounting
Oversight Board regarding the independent registered public
accounting firms communication with the Audit Committee
concerning independence and discussing with the independent
registered public accounting firm any disclosed relationships
between them and the Company;
|
|
|
|
monitoring the rotation of the partners of the independent
registered public accounting firm on our audit engagement team
as required by applicable laws and rules;
|
9
|
|
|
|
|
conferring with management and the independent registered public
accounting firm, as appropriate, regarding the scope, adequacy
and effectiveness of our internal control over financial
reporting;
|
|
|
|
establishing procedures for the receipt, retention and treatment
of complaints received by Compellent regarding accounting,
internal accounting controls or auditing matters and the
confidential and anonymous submission by employees of concerns
regarding questionable accounting or auditing matters; and
|
|
|
|
reviewing, upon completion of the audit, the financial
statements proposed to be included in our Annual Report on
Form 10-K
to be filed with the Securities and Exchange Commission, or the
SEC, the quarterly financial statements and our disclosures
contained under the caption Managements Discussion
and Analysis of Financial Condition and Results of
Operations in our periodic reports.
|
Our Board reviews the NYSE listing standards definition of
independence for Audit Committee members on an annual basis and
has determined that all members of our current Audit Committee
are independent (as independence is currently defined by NYSE
listing standards). Our Board has also determined that Messrs.
Wehrwein and Williams qualify as audit committee financial
experts, as defined in applicable SEC rules. The Board
made a qualitative assessment of Messrs. Wehrwein and
Williams level of knowledge and experience based on a
number of factors, including their formal education and
experience as Chief Financial Officers for public reporting
companies and Mr. Wehrweins status as a certified public
accountant (inactive). In addition to our Audit Committee,
Mr. Wehrwein also serves on the Audit Committees of Image
Sensing Systems, Inc., Synovis Life Technologies, Inc.,
Uroplasty, Inc. and Vital Images, Inc., each of which are
publicly traded companies. Our Board has determined that this
simultaneous service does not impair Mr. Wehrweins
ability to effectively serve on our Audit Committee.
Report of
the Audit Committee of the Board of Directors
The Audit Committee has reviewed and discussed the audited
financial statements for the year ended December 31, 2008
with management of Compellent. The Audit Committee has discussed
with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, as
amended (AICPA, Professional Standards, Vol. 1.
AU section 380), as adopted by the Public Company
Accounting Oversight Board (PCAOB) in
Rule 3200T. The Audit Committee has also received the
written disclosures and the letter from the independent
accountants required by applicable requirements of the PCAOB
regarding the independent accountants communications with
the audit committee concerning independence, and has discussed
with the independent accountants the independent
accountants independence. Based on the foregoing, the
Audit Committee has recommended to the Board that the audited
financial statements be included in the Compellents Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2008.
Sven A. Wehrwein (Chair)
Neel Sarkar
Duston M. Williams
The material in this report is not soliciting
material, is not deemed filed with the SEC and
is not to be incorporated by reference in any of our filings
under the Securities Act or the Exchange Act, whether made
before or after the date hereof and irrespective of any general
incorporation language in any such filing, expect to the extent
specifically incorporated by referenced therein.
Compensation
Committee
The Compensation Committee acts on behalf of the Board to
review, adopt and oversee our compensation strategy, policies,
plans and programs, including:
|
|
|
|
|
reviewing and approving corporate performance goals and
objectives relevant to the compensation of our executive
officers;
|
|
|
|
evaluating and approving the compensation plans and programs
advisable for Compellent, as well as evaluating and approving
the modification or termination of existing plans and programs;
|
10
|
|
|
|
|
establishing policies with respect to equity compensation
arrangements;
|
|
|
|
reviewing regional and industry-wide compensation practices and
trends to assess the adequacy and competitiveness of our
executive compensation programs among comparable companies in
our industry;
|
|
|
|
reviewing and approving the terms of any employment agreements,
severance arrangements, change-of-control protections and any
other compensatory arrangements (including, without limitation,
perquisites and any other form of compensation) for our
executive officers;
|
|
|
|
evaluating the efficacy of our compensation policy and strategy
in achieving expected benefits to Compellent and otherwise
furthering the Committees policies; and
|
|
|
|
reviewing with management our Compensation Discussion and
Analysis and considering whether to recommend that it be
included in our proxy statements and other filings.
|
All the members of our Compensation Committee are independent
(as independence is currently defined in NYSE listing standards).
Compensation
Committee Interlocks and Insider Participation
In 2008, our Compensation Committee consisted of three
directors: Messrs. Beeler, Spreng and Wehrwein. None of our
executive officers currently serves, or has served during the
last completed fiscal year, as a member of the board of
directors or compensation committee of any entity that has one
or more executive officers serving as a member of
Compellents Board of Directors or Compensation Committee.
Nominating
and Corporate Governance Committee
The Nominating and Corporate Governance Committee of our Board
is responsible for, among other things:
|
|
|
|
|
identifying, reviewing and evaluating candidates to serve as
directors of Compellent (consistent with criteria approved by
our Board);
|
|
|
|
reviewing and evaluating incumbent directors, selecting or
recommending to the Board for selection candidates for election
to our Board, making recommendations to our Board regarding the
membership of the committees of our Board;
|
|
|
|
assessing the performance of management and our Board; and
|
|
|
|
developing a set of corporate governance principles for
Compellent.
|
All members of our Nominating and Corporate Governance Committee
are independent (as independence is currently defined in the
NYSE listing standards).
Board
Member Qualifications
Our Nominating and Corporate Governance Committee believes that
candidates for director should have certain minimum
qualifications, including the ability to read and understand
basic financial statements, being over 21 years of age and
having the highest personal integrity and ethics. Our Nominating
and Corporate Governance Committee also intends to consider such
factors as possessing relevant expertise upon which to be able
to offer advice and guidance to management, having sufficient
time to devote to the affairs of Compellent, demonstrated
excellence in his or her field, having the ability to exercise
sound business judgment and having the commitment to rigorously
represent the long-term interests of our stockholders. However,
the Nominating and Corporate Governance Committee retains the
right to modify these qualifications from time to time.
Candidates for director nominees are reviewed in the context of
the current composition of the Board, the operating requirements
of Compellent and the long-term interests of stockholders. In
conducting this assessment, the Nominating and Corporate
Governance Committee considers diversity, age, skills, and such
other factors as it deems appropriate given the current needs of
the Board and Compellent, to maintain a balance of knowledge,
experience and capability. In the case of incumbent directors
whose terms of office are set to expire, the Nominating and
Corporate Governance Committee reviews these directors
overall service to Compellent during their terms, including the
11
number of meetings attended, level of participation, quality of
performance, and any other relationships and transactions that
might impair the directors independence. In the case of
new director candidates, the Nominating and Corporate Governance
Committee also determines whether the nominee is independent for
NYSE purposes, which determination is based upon applicable NYSE
listing standards, applicable SEC rules and regulations and the
advice of counsel, if necessary. The Nominating and Corporate
Governance Committee then uses its network of contacts to
compile a list of potential candidates, but may also engage, if
it deems appropriate, a professional search firm. In 2008, the
Nominating and Corporate Governance Committee paid a fee in the
amount of approximately $91,000 to Spencer Stuart, an executive
search consulting firm, to assist in the process of identifying
or evaluating director candidates. The Nominating and Corporate
Governance Committee conducts any appropriate and necessary
inquiries into the backgrounds and qualifications of possible
candidates after considering the function and needs of the
Board. The Nominating and Corporate Governance Committee meets
to discuss and consider the candidates qualifications and
then selects a nominee for recommendation to the Board by
majority vote.
The Nominating and Corporate Governance Committee will consider
director candidates recommended by stockholders. The Nominating
and Corporate Governance Committee does not intend to alter the
manner in which it evaluates candidates, including the minimum
criteria set forth above, based on whether or not the candidate
was recommended by a stockholder. Stockholders who wish to
recommend individuals for consideration by the Nominating and
Corporate Governance Committee to become nominees for election
to the Board may do so by delivering a written recommendation to
the Nominating and Corporate Governance Committee at the
following address: Compellent Technologies, Inc., Attn:
Corporate Secretary, 7625 Smetana Lane, Eden Prairie, Minnesota
55344 at least 120 days prior to the anniversary date of
the mailing of our proxy statement for the last Annual Meeting
of Stockholders. Submissions must include the full name of the
proposed nominee, a description of the proposed nominees
business experience for at least the previous five years,
complete biographical information, a description of the proposed
nominees qualifications as a director and a representation
that the nominating stockholder is a beneficial or record holder
of our stock. Any such submission must be accompanied by the
written consent of the proposed nominee to be named as a nominee
and to serve as a director if elected.
Communications
With Our Board Of Directors
Compellents Board has adopted a formal process by which
any interested party, including our stockholders, may
communicate with the Board or any of its directors. Interested
parties who wish to communicate with the Board may do so by
sending written communications addressed to the Board of
Directors of Compellent Technologies, Inc. at 7625 Smetana Lane,
Eden Prairie, Minnesota 55344. These communications will be
reviewed by the Chair of the Audit Committee, who will determine
whether they should be presented to the Board. The purpose of
this screening is to allow the Board to avoid having to consider
irrelevant or inappropriate communications (such as
advertisements, solicitations and hostile communications). The
screening procedures have been approved by the Board, including
a majority of our independent
directors.
Code
of Business Conduct and Ethics
Our Code of Business Conduct and Ethics (which includes code of
ethics provisions applicable to our chief executive officer,
chief financial officer, principal accounting officer,
controller and persons performing similar functions) is
available on our website at www.compellent.com, under the
Investors Corporate Governance tab and
is available in print upon a request to Compellent Technologies,
Inc., Attn: Corporate
Secretary, 7625
Smetana Lane, Eden Prairie, Minnesota 55344. The contents of our
website are not part of this proxy statement. If we make any
amendments to our Code of Business Conduct and Ethics or grant
any waiver from a provision of the code to any executive officer
or director, we will promptly disclose the nature of the
amendment or waiver on our website at the address and the
location specified above.
Corporate
Governance Guidelines
In 2007, our Board adopted Corporate Governance Guidelines to
assure that the Board and its Committees will have the necessary
authority and practices in place to review and evaluate our
business operations as needed and to make decisions that are
independent of our management. The guidelines are also intended
to align the interests of directors and management with those of
our stockholders. The Corporate Governance Guidelines set forth
the
12
practices the Board intends to follow with respect to board
composition and selection, board meetings and involvement of
senior management, Chief Executive Officer performance
evaluation and succession planning, and board committees. The
Corporate Governance Guidelines may be viewed at
www.compellent.com, under the Investors
Corporate Governance tab and is available in print upon a
request to Compellent Technologies, Inc., Attn: Corporate
Secretary, 7625
Smetana Lane, Eden Prairie, Minnesota 55344. The contents of our
website are not part of this proxy statement.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors
and executive officers, and persons who own more than ten
percent of a registered class of our equity securities, to file
with the SEC initial reports of ownership and reports of changes
in ownership of common stock and other equity securities of
Compellent. Executive officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish
us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no
other reports were required, during the year ended
December 31, 2008, all Section 16(a) filing
requirements applicable to our executive officers, directors and
greater than ten percent beneficial owners were complied with,
except for a late Form 4 filing for Brian P. Bell, our Vice
President, Worldwide Sales.
Director
Compensation
2008 Director
Compensation
In 2008, our non-employee directors (other than
Mr. Williams who was appointed to the Board in
October 2008) received the following annual
compensation pursuant to the non-employee director compensation
arrangement approved by the Board in February 2008:
|
|
|
|
|
The non-employee members of the Board each received annual cash
compensation in the amount of $20,000 per year.
|
|
|
|
The Chairperson of the Audit Committee received annual cash
compensation in the amount of $22,000 per year. Each
non-chairperson member of the Audit Committee received annual
cash compensation in the amount of $5,000 per year.
|
|
|
|
The Chairperson of the Compensation Committee received annual
cash compensation in the amount of $10,000 per year. Each
non-chairperson member of the Compensation Committee received
annual cash compensation in the amount of $3,000 per year.
|
|
|
|
The Chairperson of the Nominating and Corporate Governance
Committee received annual cash compensation in the amount of
$4,000 per year. Each non-chairperson member of the Compensation
Committee received annual cash compensation in the amount of
$1,500 per year.
|
|
|
|
The non-employee directors were also be eligible for
reimbursement for expenses incurred in attending Board and
Committee meetings.
|
All sums referenced above were payable on a pro rata basis each
quarter.
In February 2008, our Board also approved a stock option grant
for each non-employee director (other than Mr. Williams) to
purchase 60,260 shares of our common stock at an exercise
price equal to the closing price of Compellent common stock on
the date of grant as reported by the New York Stock Exchange
Arca, or $8.64 per share. The shares subject to this stock
option vest
1/36th per
month over a three year period. Vesting is contingent upon the
non-employee directors continued service. If a
non-employee directors service terminates immediately
prior to or within 12 months following a specified
change-in-control
transaction, the non-employee director may exercise the stock
option for a period of 12 months following the effective
date of such a transaction. The stock option term may also be
extended in the event that exercise of the stock option
following termination of service is prohibited by applicable
securities laws. In no event, however, may an option be
exercised beyond the expiration of its original term. If a
non-employee director is required to resign his position as a
condition of a
change-in-control
13
transaction or is removed as a director in connection with a
change-in-control
transaction, the unvested portion of the stock option shall vest
in full. In the event of certain significant corporate
transactions, if the surviving or acquiring entity or its parent
elects not to assume, continue or substitute such stock options,
then such stock options shall accelerate in full prior to the
effective time of such corporate transaction and such stock
options shall terminate if not exercised at or prior to the
effective time of the corporate transaction.
Effective October 1, 2008, our Board appointed Duston M.
Williams to fill a vacancy currently existing on the Board. In
connection with his appointment to the Board, Mr. Williams
was granted a stock option to purchase 42,735 shares of our
common stock at an exercise price equal to the closing price of
Compellent common stock on the date of grant as reported by the
New York Stock Exchange Arca, or $12.35 per share. The shares
subject to this stock option vested as to 1/36th of the
shares underlying the option award per month over a three year
period. Vesting is contingent upon Mr. Williams continued
service. The stock option contains the same terms as described
above with respect to the stock option grants to our other
non-employee directors made in February 2008. In addition,
Mr. Williams received cash compensation consistent with the
non-employee director compensation arrangement described above
but pro rated to reflect a partial year of service as a director.
2008 Director
Compensation Table
The following table shows for the year ended December 31,
2008 certain information with respect to the compensation of our
non-employee directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
Option
|
|
|
|
|
or Paid
|
|
Awards
|
|
Total
|
Name
|
|
in Cash ($)
|
|
($)(1)
|
|
($)
|
|
Charles Beeler
|
|
$
|
31,500
|
|
|
$
|
61,183
|
|
|
|
$92,683
|
|
Neel Sarkar
|
|
|
29,000
|
|
|
|
61,183
|
|
|
|
90,183
|
|
R. David Spreng
|
|
|
28,250
|
|
|
|
61,183
|
|
|
|
89,433
|
|
Sven A. Wehrwein
|
|
|
45,000
|
|
|
|
61,183
|
|
|
|
106,183
|
|
Duston M. Williams(2)
|
|
|
6,250
|
|
|
|
15,424
|
|
|
|
21,674
|
|
|
|
|
(1) |
|
This column represents the dollar amount recognized for
financial statement reporting purposes in 2008 for the fair
value of stock options granted to each of our non-employee
directors in 2008, as well as in prior years, in accordance with
FASB Statement No. 123 (revised), Share-Based
Payment, or SFAS No. 123R. Pursuant to SEC
rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. For
additional information on the valuation assumptions, refer to
Note 9 Stock-Based Compensation in our
Form 10-K
for the period ended December 31, 2008, filed with the SEC
on March 16, 2009, which identifies assumptions made in the
valuation of option awards in accordance with
SFAS No. 123R. |
|
(2) |
|
Mr. Williams was appointed to our Board of Directors
effective October 1, 2008. |
The following table indicates the grant date fair value for each
stock option awarded to our non-employee directors during the
year ended December 31, 2008, as determined in accordance
with SFAS No. 123R, as well as the total number of
shares subject to options outstanding as of December 31,
2008 for each non-employee director:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares Subject to
|
|
|
SFAS No. 123R
|
|
Outstanding Option
|
|
|
Grant Date
|
|
Awards at
|
Name
|
|
Fair Value ($)
|
|
December 31, 2008 (#)
|
|
Charles Beeler
|
|
$
|
250,000
|
|
|
|
60,260
|
|
Neel Sarkar
|
|
|
250,000
|
|
|
|
60,260
|
|
R. David Spreng
|
|
|
250,000
|
|
|
|
60,260
|
|
Sven A. Wehrwein
|
|
|
250,000
|
|
|
|
60,260
|
|
Duston M. Williams
|
|
|
250,000
|
|
|
|
42,735
|
|
14
2009
Compensation of Directors
In February 2009, our Board approved the following increases to
the annual compensation arrangement for our non-employee
directors, effective as of January 1, 2009:
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The Chairperson of the Audit Committee shall receive annual cash
compensation in the amount of $24,000 per year. Each
non-chairperson member of the Audit Committee shall receive
annual cash compensation in the amount of $6,000 per year.
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|
|
The Chairperson of the Compensation Committee shall receive
annual cash compensation in the amount of $11,000 per year. Each
non-chairperson member of the Compensation Committee shall
receive annual cash compensation in the amount of $3,500 per
year.
|
|
|
|
The Chairperson of the Nominating and Corporate Governance
Committee shall receive annual cash compensation in the amount
of $5,500 per year. Each non-chairperson member of the
Compensation Committee shall receive annual cash compensation in
the amount of $1,500 per year.
|
The annual cash compensation for non-employee directors in the
amount of $20,000 remained unchanged.
In February 2009, our Board also approved a stock option grant
for each non-employee director to purchase 14,730 shares of
our common stock (one share greater than reported on the
Section 16 reports for each of our non-employee directors
due to a clerical error on the Section 16 reports) at an
exercise price equal to the closing price of Compellent common
stock on the date of grant as reported by the New York Stock
Exchange Arca, or $13.43 per share. The shares subject to this
stock option vest 1/36th per month over a three year
period. Vesting is contingent upon the non-employee
directors continued service. If a non-employee
directors service terminates immediately prior to or
within 12 months following a specified
change-in-control
transaction, the non-employee director may exercise the stock
option for a period of 12 months following the effective
date of such a transaction. The stock option term may also be
extended in the event that exercise of the stock option
following termination of service is prohibited by applicable
securities laws. In no event, however, may an option be
exercised beyond the expiration of its original term. If a
non-employee director is required to resign his position as a
condition of a
change-in-control
transaction or is removed as a director in connection with a
change-in-control
transaction, the unvested portion of the stock option shall vest
in full. In the event of certain significant corporate
transactions, if the surviving or acquiring entity or its parent
elects not to assume, continue or substitute such stock options,
then such stock options shall accelerate in full prior to the
effective time of such corporate transaction and such stock
options shall terminate if not exercised at or prior to the
effective time of the corporate transaction.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Introduction
This Compensation Discussion and Analysis provides information
regarding the compensation paid to our President and Chief
Executive Officer, our Chief Financial Officer, and our three
other executive officers who were the most highly compensated
executive officers of Compellent Technologies, Inc., or the
Named Executive Officers, as of December 31, 2008. These
individuals are:
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Philip E. Soran, Chairman, President and Chief Executive Officer;
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John R. Judd, Chief Financial Officer;
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John P. Guider, Chief Operating Officer;
|
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|
Lawrence E. Aszmann, Chief Technology Officer and
Secretary; and
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|
Brian P. Bell, Vice President, Worldwide Sales
|
In this Compensation Discussion and Analysis, Compellent
Technologies, Inc, is referred to as our,
us, we, or the Company.
15
Our
Compensation Philosophy
Our executive compensation program is shaped by the competitive
market for executives in the network storage industry and at
other public and private technology companies. We believe that
our executives compensation should be competitive with the
organizations with which we compete for talent. Consequently, we
have designed our executive compensation program to achieve the
following objectives:
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to attract and engage highly-qualified, experienced and
dedicated executives to manage and operate all aspects of our
business in an industry characterized by fierce competitiveness,
rapid growth, and a challenging and dynamic business environment;
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to motivate and reward these executives fairly;
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|
to retain those executives who continue to meet our high
expectations and support the achievement of our business
objectives;
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|
to be affordable within the parameters of our annual operating
plan; and
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|
to be fairly and equitably administered.
|
Consistent with this philosophy, we primarily used base salary
and performance-based compensation to reward our Named Executive
Officers for helping us achieve our financial performance
objectives and overall corporate strategic objectives during
2008.
How We
Determine Compensation
The
Competitive Marketplace
The market for experienced executives is highly competitive in
the network storage industry. Since the inception of Compellent
in 2002, we have sought to recruit the most highly-qualified,
experienced, and dedicated executives to manage our business. In
doing so, we have drawn upon a talent pool that is highly sought
after by both large, established technology companies in our
geographic area and by other companies in the network storage
industry that are in developmental or early stage phases. The
competition for executives with the requisite management,
research and development and technical skills in the network
storage industry is fierce across our sector and we expect it to
remain high for the foreseeable future.
Historically, we have not benchmarked the targeted or actual
compensation of our executives against the compensation of
executives at other companies. Instead, the Compensation
Committee of our Board of Directors gathered publicly-available
compensation data from other companies in the network storage
industry or from similarly-sized technology companies, but did
not designate a specific peer group for establishing
compensation comparisons. We use publicly-available compensation
data that matches our executives positions at network
storage and other similarly-sized technology companies from
which we are most likely to recruit key executives to assess the
competitive environment. We also factor in the compensation
practices in our specific geographical area to ensure that our
executives compensation, both in terms of targeted total
cash compensation, as well as the mix and amounts of individual
compensation elements, is competitive within our industry.
Compensation
Committee
The Compensation Committee of our Board of Directors, or the
Committee, oversees and administers our executive compensation
program and approves executive compensation decisions. During
2008, the Committee
16
took the following actions to ensure that our executive
compensation program was consistent with our compensation
philosophy:
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|
|
evaluated our compensation practices and philosophy and assisted
in developing and formalizing the executive compensation program
for 2008;
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|
maintained its practice, in accordance with the applicable
listing standards of NYSE, of prospectively reviewing the
performance and determining the compensation earned, paid, or
awarded to our President and Chief Executive Officer independent
of input from him; and
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|
maintained its practice, in accordance with the applicable
listing standards of NYSE, to review on an annual basis the
performance of our other executives with assistance from our
President and Chief Executive Officer and determine the
appropriate total compensation for each of them.
|
Ongoing
Compensation Decisions
Each year, the Committee conducts an annual review of the
aggregate level of our executives compensation, as well as
the mix of compensation elements. The Committee has not adopted
any formal guidelines for allocating total compensation between
cash and equity components. Instead, in determining the amount
and mix of compensation elements and whether each element
provides the correct incentives and rewards for performance
consistent with our annual and long-term objectives, the
Committee relies on its judgment about each executive rather
than adopting a formulaic approach to compensatory decisions it
believes is too narrowly responsive to short-term changes in
business performance. The Committee also does not use a fixed
weighting system between compensation elements for each
executive, but rather assesses each executives overall
contribution to the business, the scope of his responsibilities
and his historical performance to determine the executives
annual compensation. Historically, and during 2008, the
Committee has taken into account input from other independent
members of our Board of Directors based on their general work
experience and their experience with companies in their
investment portfolio.
The Committee also works with our President and Chief Executive
Officer to ensure that our executives are compensated in
accordance with our compensation philosophy. Typically, the
Committee meets following the end of the fiscal year to evaluate
the performance of each of our executives (including our
President and Chief Executive Officer), to discuss the President
and Chief Executive Officers recommendations (except with
respect to his compensation), and then to make its preliminary
decisions, in its sole discretion, relying principally on
industry data (as described above) as well as on its
members own experience as investors and directors of
similarly-situated network storage and other technology
companies. After the Committee has finalized its decisions, they
review and approve all of our compensation policies, including
the base salaries, annual incentive compensation awards, and
equity compensation awards for our executives.
During 2008, our President and Chief Executive Officer proposed
base salary adjustments and target annual incentive compensation
payments (except with respect to his own compensation) to the
Committee for its consideration for the Named Executive Officers
other than himself. He also played a key role in establishing
the performance targets under our annual incentive plan.
Compensation
Consultant
Since December 2007, the Committee has retained Compensia, Inc.,
a national executive compensation consulting firm, to conduct
market research and analysis on our various executive positions,
to assist the Committee in developing appropriate incentive
plans for our executives on an annual basis, to provide the
Committee with advice and ongoing recommendations regarding
material executive compensation decisions, and to review
compensation proposals of management. Other than the work they
perform for the Committee, Compensia has provided no other
consulting services to Compellent.
17
Compensation
Elements and 2008 Determinations
For 2008, the compensation of our executives, including the
Named Executive Officers, consisted of the following elements:
Base
Salary
The base salaries of our Named Executive Officers are
established based on the scope of their responsibilities,
historical performance, and individual experience. Base salaries
are reviewed annually, and adjusted each year as the Committee
deems necessary and appropriate. Generally, salary adjustments
are effective on January 1st of each year. We have not
and do not intend to apply specific formulas to determine base
salary adjustments.
In establishing the 2008 base salaries of our Named Executive
Officers, the Committee took into consideration several factors,
including each Named Executive Officers seniority,
position, functional role and scope of responsibility as well as
general economic conditions. In addition, the Committee
increased the salaries of certain Named Executive Officers whom
the Committee determined to be below market levels with regard
to the base salaries of executives in comparable positions. As a
result, the Committee took the following actions with respect to
our Named Executive Officers:
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|
|
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|
2007
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2008
|
|
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Annual
|
|
Annual
|
|
Percentage
|
|
|
Salary
|
|
Salary
|
|
Increase
|
Named Executive Officer
|
|
($)
|
|
($)
|
|
(%)
|
|
Philip E. Soran
|
|
$
|
290,000
|
|
|
$
|
320,000
|
|
|
|
10
|
%
|
John R. Judd
|
|
|
189,000
|
|
|
|
225,000
|
|
|
|
19
|
|
John P. Guider
|
|
|
265,000
|
|
|
|
275,000
|
|
|
|
4
|
|
Lawrence E. Aszmann
|
|
|
230,000
|
|
|
|
230,000
|
|
|
|
|
|
Brian P. Bell
|
|
|
175,000
|
|
|
|
210,000
|
|
|
|
20
|
|
Annual
Incentive Compensation
The Committee has the authority to make cash incentive awards to
our Named Executive Officers to reward the achievement of annual
performance objectives. Typically, these awards are intended to
compensate our Named Executive Officers for achieving financial
objectives based on corporate objectives and other
value-creating objectives with a time horizon of one year or
less. Generally, awards are paid in the first quarter of each
fiscal year for the prior fiscal years performance.
2008
Management Incentive Plan
In February 2008, the Committee, upon the recommendation of our
President and Chief Executive Officer (except with respect to
his own compensation), established individual target annual
incentive compensation award opportunities for each of our Named
Executive Officers under our 2008 Management Incentive Plan (the
2008 Incentive Plan). These target award
opportunities were determined based on a variety of factors,
including the position and functional role, scope of
responsibilities, and total compensation of each Named Executive
Officer, and ranged from 32% to 63% of the respective Named
Executive Officers annual base salary (excluding
commissions). The target award opportunities for our Named
Executive Officers, other than Mr. Bell, were weighted
between financial (80%) and management (20%) objectives based on
each Named Executive Officers anticipated contribution to
our performance in 2008. The Committee, upon the recommendation
of our President and Chief Executive Officer, selected a revenue
target of $92.8 million (the Revenue Target)
and the achievement of positive net income for the quarter ended
December 31, 2008 (the Profitability Target),
as the financial objectives under the 2008 Incentive Plan. The
Committee altered the weighting of Mr. Bells target
award opportunity based on his ability to participate in a
commission sales arrangement, so as to balance his compensation
between objectives. The Companys audited financial
statements for 2008 were used as the basis to determine the
level of revenue achieved against the Revenue Target and for the
achievement of the Profitability Target for purposes of the 2008
Incentive Plan.
18
For 2008, the target annual incentive compensation award
opportunities and weightings for our Named Executive Officers
were as follows:
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|
|
|
|
|
Financial Objectives
|
|
Management
|
|
Target Cash
|
Named Executive Officer
|
|
Revenue Target (%)
|
|
Profitability Target (%)
|
|
Objectives (%)
|
|
Payment ($)
|
|
Philip E. Soran
|
|
|
60
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
$
|
200,000
|
|
John R. Judd
|
|
|
60
|
|
|
|
20
|
|
|
|
20
|
|
|
|
90,000
|
|
John P. Guider
|
|
|
60
|
|
|
|
20
|
|
|
|
20
|
|
|
|
135,000
|
|
Lawrence E. Aszmann
|
|
|
60
|
|
|
|
20
|
|
|
|
20
|
|
|
|
73,000
|
|
Brian P. Bell(1)
|
|
|
46
|
|
|
|
33
|
|
|
|
21
|
|
|
|
90,000
|
|
|
|
|
(1) |
|
Mr. Bell was also eligible to receive an additional cash
payment pursuant to the Companys commission sales
arrangement. |
The Committee has also set a threshold revenue target for 2008
at 75% of the Revenue Target (the Threshold), for
the award of a portion of the target annual incentive
compensation award allocated to the Revenue Target. If the
Companys revenue was less than the Threshold, the Named
Executive Officers would not have received any portion of their
target annual incentive compensation award opportunity allocated
to the Revenue Target. The threshold award with respect to the
financial objective that a Named Executive Officer could receive
pursuant to the 2008 Incentive Plan was 3% of his target annual
incentive compensation award opportunity associated with the
achievement of the Threshold. To provide a way for the Committee
to recognize a truly exceptional individual contribution, there
was no defined maximum payment for the annual incentive
compensation award attributable to the revenue portion of the
financial objective or the management objectives.
The Committee views the annual incentive compensation awards as
a reward for exceptional performance. Accordingly, the Committee
generally sets the target performance level for the financial
objective at a level that would only be achieved if Compellent
continued to substantially improve on its past levels of
performance, and if our executives perform at very high levels.
As a result, we believe the Revenue Target and Profitability
Target will be difficult to reach but is attainable with
significant effort. In 2006 (the first year in which we had a
similar type of plan in place), the financial objective was
exceeded, which was a bookings number, and our Named Executive
Officers were paid between 110% to 120% of their target amount.
In 2007, 70% of the financial objective, which was a revenue
target, was achieved and our Named Executive Officers were paid
70% of their target annual incentive compensation award
opportunity allocated to the financial objective. Since our
actual financial performance in any given fiscal year is
dependent on a variety of conditions and factors, including our
size and operating history relative to our competitors, the
fierce competitive environment for customers, and the overall
financial climate in the United States, the Committee believed
that meeting our Revenue Target and Profitability Target for the
year would present a significant challenge for our executives,
but would not entail taking inappropriate risks. The Committee
further believed that the financial objective under the 2008
Incentive Plan would be difficult to achieve as it represented a
significant increase over our actual 2007 performance and
required a high level of execution and performance by our Named
Executive Officers in order to receive the full target incentive
compensation award.
Financial
Objectives
Under the 2008 Incentive Plan, our Named Executive Officers were
to be paid on tiered scale as follows:
|
|
|
|
|
3% of their target annual incentive compensation award
opportunity allocated to the Revenue Target for every $928,000
in revenue up to $78.9 million (after the Threshold Revenue
Target of $69.6 million was achieved);
|
|
|
|
4% of their target annual incentive compensation award
opportunity allocated to the Revenue Target for every $928,000
in revenue above $78.9 million up to $83.5 million;
|
|
|
|
5% of their target annual incentive compensation award
opportunity allocated to the Revenue Target for every $928,000
in revenue above $83.5 million up to
$92.8 million; and
|
19
|
|
|
|
|
6% of their target annual incentive compensation award
opportunity allocated to the Revenue Target for every $928,000
in revenue above $92.8 million.
|
Additionally, our Named Executive Officers were eligible to
receive 20% of their target annual incentive compensation award
if the Company achieved the Profitability Target.
For 2008, we recognized revenue of $90.9 million and
achieved positive net income in the quarter ended
December 31, 2008, as a result, our Named Executive
Officers earned the following amounts, which represented in the
aggregate 80% of the target award opportunity, under the
financial objectives portion of the 2008 Incentive Plan:
|
|
|
|
|
|
|
|
|
|
|
Actual Cash Incentive
|
|
Actual Cash Incentive
|
|
|
Payment for Revenue
|
|
Payment for Profitability
|
Named Executive Officer
|
|
Target ($)
|
|
Target ($)
|
|
Philip E. Soran
|
|
$
|
107,486
|
|
|
$
|
40,000
|
|
John R. Judd
|
|
|
48,369
|
|
|
|
18,000
|
|
John P. Guider
|
|
|
72,553
|
|
|
|
27,000
|
|
Lawrence E. Aszmann
|
|
|
39,232
|
|
|
|
14,600
|
|
Brian P. Bell
|
|
|
36,724
|
|
|
|
30,000
|
|
Management
Objectives
In February 2009, the Committee evaluated our Named Executive
Officers performance to make its decisions about the
remainder of the annual incentive compensation awards payable
under the 2008 Incentive Plan. These awards were based on a
thorough review of Company performance, as well as consideration
of the Named Executive Officers performance against the
following management objectives:
|
|
|
|
|
achievement of improved gross margins and enhanced product mix;
|
|
|
|
delivery of product releases to the market on time with high
quality;
|
|
|
|
achievement of other business objectives, including hiring
goals, implementation of systems infrastructure, expense
management, and high customer satisfaction;
|
|
|
|
efficiency of cash usage; and
|
|
|
|
progress against the Companys strategic plans.
|
While, generally, the Committee considered the Named Executive
Officers as a group on the basis of their performance against
these objectives, under the 2008 Incentive Plan it also had the
discretion to consider and weigh each executives
individual contribution to the achievement of the objectives and
his personal impact on the business and to increase or decrease
the portion of the executives award based on this
assessment. The Committee exercised this discretion with respect
to the 2008 Incentive Plan in recognition of the contribution of
each Named Executive Officer to our business, including
executing on Compellents business plan in a challenging
macro-economic environment, by compensating each Named Executive
Officer at a range between approximately 230% and 315% of their
target award opportunity for the achievement of the management
objectives under the 2008 Incentive Plan, with actual award
amounts ranging between approximately $44,000 and $119,000.
The Committee determined that our executives had significantly
exceeded the management objectives under the 2008 Incentive
Plan, based, in part, on the following:
|
|
|
|
|
improved our gross margins by 5% from 49% in 2007 to 54% in 2008;
|
|
|
|
revenue totaled $90.9 million, up 78% from
$51.2 million in 2007;
|
|
|
|
net income was $1.3 million in the fourth quarter of 2008
compared to a net loss of $1.8 million in the fourth
quarter of 2007;
|
|
|
|
achieved profitability in the third quarter of 2008, ahead of
plan;
|
|
|
|
delivered multiple new software and hardware features throughout
2008;
|
20
|
|
|
|
|
hired 78 additional people in 2008; and
|
|
|
|
improved cash flow from operations.
|
Compellent would not have achieved its record year without high
levels of performance from each of our Named Executive Officers.
More specifically, Mr. Soran exceeded goals relating to
strategic management of the business, increasing business
momentum, management of inside and outside advisors and the
recruitment of an outside member of the board of directors.
Mr. Judd exceeded goals relating to expense management,
financial forecasting and organizational management,
implementation of internal controls for compliance with the
Sarbanes-Oxley Act of 2002 and progress against other public
company management initiatives. Mr. Guider exceeded goals
relating to engineering management and hiring, product
deliverables and timelines and product development and
manufacturing strategies. Mr. Aszmann exceeded goals
relating to technology leadership, product deliverables and
timelines, cross-organization coordination and disaster recovery
plan expansion. Mr. Bell exceeded goals related to service
revenue, sales management and hiring, strategic planning and
cross-organization coordination.
As a result, our Named Executive Officers were paid the
following amounts under the management objectives portion of the
2008 Incentive Plan:
|
|
|
|
|
|
|
Cash Incentive
|
|
|
Payment
|
Named Executive Officer
|
|
($)(1)
|
|
Philip E. Soran
|
|
$
|
118,636
|
|
John R. Judd
|
|
|
54,386
|
|
John P. Guider
|
|
|
76,579
|
|
Lawrence E. Aszmann
|
|
|
46,002
|
|
Brian P. Bell
|
|
|
60,406
|
|
|
|
|
(1) |
|
For purposes of the Summary Compensation Table
the portion of each Named Executive Officers cash
incentive payment attributable to the management objectives
portion of the 2008 Incentive Plan in excess of the target
amount is characterized as a bonus. |
Under the 2008 Incentive Plan, the Committee retained the
discretion to increase, reduce, or eliminate annual incentive
compensation awards or make awards even if the financial or
management objectives are not achieved. As described above, the
Committee exercised this discretion with respect to the 2008
Incentive Plan to increase the amounts payable for the
achievement of the management objectives portion of the plan for
each of our Named Executive Officers.
Commission
Sales Plan
Mr. Bell, our Vice President, Worldwide Sales, also
participates in a commission sales plan whereby he receives cash
compensation on a monthly basis in an amount determined by the
dollar amount of the Companys monthly sales. The
commission plan is intended to directly tie Mr. Bells
compensation to the Companys sales results. Pursuant to
the commission sales plan, Mr. Bell receives a base
commission amount on a monthly basis calibrated to match a
pre-determined baseline monthly sales amount. The commission
amount Mr. Bell receives increases or decreases if the
Companys actual monthly sales are above or below the
monthly baseline amount. In 2008, Mr. Bell earned $137,080
pursuant to the commission sales plan, which is characterized as
non-equity plan incentive compensation in the Summary
Compensation Table.
Discretionary
Bonuses
The Committee has the authority to award discretionary bonuses
to our Named Executive Officers from time to time. The Committee
did not award any discretionary bonuses to any of the Named
Executive Officers in 2008.
Long-Term
Incentive Compensation
We believe that long-term performance is achieved through an
ownership culture that encourages such performance by our Named
Executive Officers through the use of equity-based awards. Our
equity compensation
21
plans have been established to provide our employees, including
our Named Executive Officers, with incentives to help align
their interests with the interests of our stockholders. The
Committee believes that the use of equity and equity-based
awards offers the best approach to achieving our overall
compensation goals. Throughout our history, the Committee has
used stock options as its sole long-term equity incentive award.
Typically, the Committee makes decisions with respect to the
grant of stock options to our Named Executive Officers, taking
into consideration the recommendations of our President and
Chief Executive Officer (except with respect to his own
compensation). The size of these option awards reflects past
individual and Company performance, expected future
contribution, the retention value of unvested stock and stock
options held by each Named Executive Officer, and the estimated
value of the awards compared with equity awards offered to
executives in similar positions by companies within and outside
our industry.
In February 2008, in connection with the Committees annual
review of the Named Executive Officers performance for the
prior year and in establishing compensation for 2009 the
Committee granted stock option awards to our Named Executive
Officers. The exercise price of each of the stock option grants
is equal to the closing price of Compellent common stock on the
date of grant as reported by the New York Stock Exchange Arca,
or $8.64 per share. The awards vest over a period of four years
in equal monthly installments. The following table sets forth
number of shares of each stock option awarded to the Named
Executive Officers on February 19, 2008:
|
|
|
|
|
|
|
Stock Option
|
Named Executive Officer
|
|
Number of Shares(#)
|
|
Philip E. Soran
|
|
|
144,624
|
|
John R. Judd
|
|
|
78,338
|
|
John P. Guider
|
|
|
81,953
|
|
Lawrence E. Aszmann
|
|
|
69,901
|
|
Brian P. Bell
|
|
|
84,364
|
|
We have not adopted stock ownership guidelines, and, other than
for our co-founders, our equity compensation plans have provided
the primary means for our Named Executive Officers to acquire
equity or equity-based interests in Compellent.
Equity
Award Practices
In November 2007, the Committee adopted an equity awards policy,
or Equity Awards Policy, that requires us to grant equity awards
in accordance with certain guidelines. In accordance with this
policy, the exercise price for all equity awards will be the
Fair Market Value of our common stock as determined
in accordance with the terms of our 2007 Equity Incentive Plan,
which is the closing market price for our common stock as
reported on the NYSE on the grant date.
New Hire
Grants
Pursuant to the Equity Awards Policy, the Committee has
delegated to either Mr. Soran, our President and Chief
Executive Officer, or Mr. Guider, our Chief Operating
Officer, the authority to grant stock options to new hires who
are not persons subject to the reporting requirements of
Section 16 of the Securities Exchange Act of 1934, as
amended, or the Excluded Persons, and Mr. Soran the authority to
grant stock options to Excluded Persons on a quarterly basis to
reward exceptional performance. With respect to the new hire
grants, these options must be granted on the date on which each
such employee commences employment with us, regardless of
whether a blackout period under our insider trading policy is in
effect, and, with respect to the quarterly grants, on the date
approved by Mr. Soran. New hire grants to Excluded Persons must
be approved by the Committee at a meeting of the Committee or
through action by unanimous written consent and may only be made
when a blackout period under our insider trading policy is not
in effect. No employee may be granted an equity award with a
grant date prior to date that such person commenced employment
with us.
22
Annual
Grants
Pursuant to the Equity Awards Policy, annual equity awards for
executive officers must generally be approved by the Committee
at a regular meeting of the Committee. Such annual equity awards
will be granted on the third business day following the public
release of our prior fiscal year financial results, which
generally occurs in the second week of February of each year,
regardless of whether a blackout period under our insider
trading policy is in effect
We have not repriced outstanding stock options, nor have we
replaced options where our stock price has declined following
the grant date.
Other
Compensation and Benefits
Welfare
Benefits
We provide a number of benefit programs to meet the health care
and welfare needs of our employees and their families, including
medical and prescription drug coverage, dental and vision
programs, short-term disability insurance, long-term disability
insurance, accidental death and dismemberment insurance, medical
and dependent care flexible spending accounts, and group life
insurance, as well as customary vacation, paid holiday, leave of
absence, and other similar policies. Our Named Executive
Officers are eligible to participate in these programs on the
same basis as our other salaried employees.
Perquisites
We provide Messrs. Soran, Aszmann, and Guider, our
co-founders, with an annual allowance of $1,000 for a medical
physical examination. In 2008, only Mr. Aszmann used this
allowance. The Committee has not found it necessary for the
attraction or retention of our Named Executive Officers to
provide them with perquisites or other personal benefits except
as described in the preceding sentence. In the future, the
Committee, in its discretion, may revise, amend, or add to any
Named Executive Officers perquisites and other personal
benefits as it deems advisable.
Retirement
Benefits
Other than the tax-qualified Section 401(k) plan described
below, we do not currently maintain, nor do we have plans to
provide, pension arrangements, retirement plans, or nonqualified
deferred compensation plans for our Named Executive Officers.
Employee
Stock Purchase Plan
In conjunction with the initial public offering of shares of our
common stock, we implemented a tax-qualified
Section 423 employee stock purchase plan for our
employees. The Named Executive Officers are eligible to
participate in this plan on the same basis as our other salaried
employees.
Section 401(k)
Plan
We maintain a defined contribution employee retirement plan, or
401(k) plan, for our U.S. employees. Our Named Executive
Officers are also eligible to participate in the 401(k) plan on
the same basis as our other U.S. employees. The 401(k) plan
is intended to qualify as a tax-qualified plan under
Section 401(k) of the Internal Revenue Code of 1986, as
amended, or the Code. The plan provides that each participant
may contribute up to the statutory limit, which was $15,500 for
calendar year 2008. Participants that are 50 years or older
can also make
catch-up
contributions, which in calendar year 2009 may be up to an
additional $5,000 above the statutory limit. The plan permits us
to make discretionary contributions and matching contributions,
subject to established limits and a vesting schedule. In 2008,
we did not make any discretionary or matching contributions to
the 401(k) plan on behalf of our Named Executive Officers.
23
Employment
Agreements
In connection with the founding of Compellent in 2002,
Mr. Soran, our President and Chief Executive Officer,
Mr. Guider, our Chief Operating Officer, and
Mr. Aszmann, our Chief Technology Officer, executed
employment agreements setting out the material terms of their
employment with Compellent. These agreements were modified and
restated in August 2007 and again in June 2008. In addition, in
June 2008, we entered into an employment agreements with
Mr. Judd, our Chief Financial Officer, and Mr. Bell,
our Vice President, Worldwide Sales. Generally, these agreements
provide that these executives are at will employees
and that, for a period of six months following their termination
of employment, they will be subject to certain restrictions on
competition with Compellent and on the solicitation of our
employees, customers, and clients. These agreements also provide
these executives with certain severance and
change-in-control
benefits, as described below.
The material terms of the employment agreements with our Named
Executive Officers are described below under Executive
Compensation Narrative to Summary Compensation Table
and Grants of Plan Based Award Table Employment
Agreements below.
Severance
Arrangements
Our Named Executive Officers, other than Mr. Bell, are entitled
to a lump sum payment equal to six months of base salary and
payments for six months of continued health insurance coverage,
subject to such Named Executive Officers execution of a
binding release of claims, if his employment with us is
terminated. Mr. Bell is entitled to a lump sum payment
equal to four months of base salary and payments for four months
of continued health insurance coverage, subject to his execution
of a binding release of claims, if his employment with us is
terminated. The material terms of these arrangements are
described under Executive Compensation
Potential Payments Upon Termination or
Change-in-Control
below.
The Committee believes that these payments and benefits are an
essential element of our executive compensation program and
assist us in recruiting and retaining talented individuals. The
Committee approved these arrangements in light of its
members experience with executive employment terminations.
In setting the terms of and determining whether to approve such
arrangements, the Committee recognized that executives often
face challenges securing new employment following termination of
employment. The severance payments and benefits are composed of
cash payments and continued health care coverage for a limited
period of time. The cash payments and benefits coverage
correspond to the period of time that the Committee believes it
would take the affected Named Executive Officer to obtain
employment following their separation from Compellent.
Change-in-Control
Arrangements
The employment agreements with our Named Executive Officers
provide for the full acceleration of vesting of any outstanding
unvested equity awards if such Named Executive Officer is
terminated without cause or resigns for good reason within three
months prior to or 18 months following a
change-in-control
of the company. Under our 2007 Equity Incentive Plan, all
employees, including our Named Executive Officers, may also be
entitled to accelerated vesting of a portion of their
outstanding stock awards upon a
change-in-control
of Compellent in the event their stock awards are not assumed by
the acquiror. The material terms of these arrangements are
described under Executive Compensation
Potential Payments Upon Termination or
Change-in-Control
below.
The Committee provided this benefit to our Named Executive
Officers in connection with the amendment and restatement of
Messrs. Aszmanns, Guiders and Sorans
employment agreements and the entry into employment agreements
with Messrs. Bell and Judd. The Committee determined that
this benefit was an essential element of our executive
compensation program and would assist us in retaining our
executives and reward our current Named Executive Officers
for their value to the company. The Committee approved the
change-in-control
benefit in light of its members experience with executive
employment agreements and
change-in-control
transactions.
Tax and
Accounting Considerations
Section 162(m) of the Code limits the amount that we may
deduct from our federal income taxes for remuneration paid to
our President and Chief Executive Officer and our three other
most highly compensated
24
executive officers (other than our Chief Financial Officer) to
$1 million per executive per year, unless certain
requirements are met. Section 162(m) provides an exception
from this deduction limitation for certain forms of
performance-based compensation, which includes the
gain recognized by an executive upon the exercise of qualifying
compensatory stock options.
We believe that the stock options that we have granted in the
past to our executives have satisfied this exception under
Section 162(m). While the Committee has not adopted a
formal policy regarding the tax deductibility of the
compensation paid to our executives, it intends to consider this
deductibility issue under Section 162(m) as a factor in
future compensation decisions.
We adopted Statement of Financial Accounting Standards
No. 123R on January 1, 2006. SFAS No. 123R
establishes the accounting treatment for stock-based awards
exchanged for employee services. Generally, stock-based
compensation cost is measured at grant date, based on an
awards fair value, and is recognized for
financial reporting purposes as an expense over the requisite
employee service period. The Committee has determined that, for
the foreseeable future, the sole component of our long-term
incentive compensation program will consist of stock options.
Therefore, we will record this compensation expense in our
financial statements on an ongoing basis according to
SFAS No. 123R.
Summary
Compensation Table
The following table shows for the years ended December 31,
2008, 2007 and 2006, compensation awarded to or paid to, or
earned by, our Named Executive Officers.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Non-Equity
|
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|
|
|
|
|
|
|
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Option
|
|
Incentive Plan
|
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All Other
|
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|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards(1)
|
|
Compensation(2)
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Mr. Philip E. Soran
|
|
|
2008
|
|
|
$
|
320,000
|
|
|
$
|
78,636
|
(3)
|
|
$
|
150,173
|
|
|
$
|
187,486
|
|
|
$
|
|
|
|
$
|
736,295
|
|
Chairman, President and
|
|
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2007
|
|
|
|
290,000
|
|
|
|
67,520
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(4)
|
|
|
3,542
|
|
|
|
67,480
|
|
|
|
|
|
|
|
428,542
|
|
Chief Executive Officer
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2006
|
|
|
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275,000
|
|
|
|
|
|
|
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2,656
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|
|
|
84,000
|
|
|
|
|
|
|
|
361,656
|
|
Mr. John R. Judd
|
|
|
2008
|
|
|
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225,000
|
|
|
|
36,386
|
(3)
|
|
|
107,538
|
|
|
|
84,369
|
|
|
|
|
|
|
|
453,293
|
|
Chief Financial Officer(5)
|
|
|
2007
|
|
|
|
189,000
|
|
|
|
30,220
|
(4)
|
|
|
56,707
|
|
|
|
34,780
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|
|
|
17,100
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(6)
|
|
|
327,807
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|
|
|
|
2006
|
|
|
|
93,462
|
|
|
|
|
|
|
|
9,563
|
|
|
|
37,500
|
|
|
|
|
|
|
|
140,525
|
|
Mr. John P. Guider
|
|
|
2008
|
|
|
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275,000
|
|
|
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49,579
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(3)
|
|
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86,542
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|
|
|
126,553
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|
|
|
|
|
|
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537,674
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|
Chief Operating Officer
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2007
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|
|
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265,000
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|
|
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29,600
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(4)
|
|
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3,542
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|
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55,400
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|
|
|
|
|
|
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353,542
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|
|
|
|
2006
|
|
|
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250,000
|
|
|
|
|
|
|
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2,656
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|
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67,000
|
|
|
|
|
|
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319,656
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|
Mr. Lawrence E. Aszmann
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2008
|
|
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230,000
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|
|
|
31,402
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(3)
|
|
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74,305
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|
|
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68,432
|
|
|
|
|
|
|
|
404,139
|
|
Chief Technology Officer and Secretary
|
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2007
|
|
|
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230,000
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|
|
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17,720
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(4)
|
|
|
3,542
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|
|
|
34,780
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|
|
|
|
|
|
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286,042
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|
|
|
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2006
|
|
|
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220,000
|
|
|
|
|
|
|
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2,656
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|
|
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34,000
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|
|
|
|
|
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256,656
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|
Mr. Brian P. Bell
|
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2008
|
|
|
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210,000
|
|
|
|
41,406
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(3)
|
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155,306
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|
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222,804
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(7)
|
|
|
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|
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629,516
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|
Vice President, Worldwide Sales
|
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|
|
|
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|
(1) |
|
The dollar amounts in this column represent the compensation
cost for the indicated year of stock option awards granted
pursuant to our equity compensation plans and thus include
amounts from outstanding stock option awards granted in and
prior to the indicated year. These amounts have been calculated
in accordance with SFAS No. 123R using the
Black-Scholes option-pricing model. Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. No stock options
were forfeited by any of our Named Executive Officers during
2008, 2007 or 2006. For additional information regarding the
assumptions used in the calculation of these amounts, please
refer to Note 9 to our audited consolidated financial
statements included in our Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
March 16, 2009. See the Grants of Plan-Based
Awards Table for 2008 for information on awards made
in 2008. These amounts reflect our accounting expense for these
awards and do not correspond to the actual value that may be
recognized by our Named Executive Officers. |
|
(2) |
|
Represents cash incentive payments for the achievement of
financial objectives and a portion of the corporate and/or
management objectives under our applicable management incentive
plans, which is discussed in greater detail in Compensation
Discussion and Analysis. |
25
|
|
|
(3) |
|
Represents discretionary bonus amounts paid in excess of the
management targets to such individuals pursuant to our 2008
Incentive Plan, which is discussed in greater detail in
Compensation Discussion and Analysis. |
|
(4) |
|
Represents discretionary bonus amounts paid in excess of the
corporate targets to such individuals pursuant to our 2007
Incentive Plan. |
|
(5) |
|
Mr. Judd joined us as our Chief Financial Officer in June
2006. |
|
(6) |
|
Represents amount paid as a gross up for tax
liabilities incurred by such Named Executive Officer with
respect to holding our stock pursuant to the exercise of a stock
option award. |
|
(7) |
|
Represents $137,040 earned by Mr. Bell during 2008 under
our sales commission plan and $85,764 earned pursuant to our
2008 Incentive Plan. |
Grants
of Plan-Based Awards Table For 2008
The following table shows certain information regarding grants
of plan-based awards made to our Named Executive Officers during
the year ended December 31, 2008:
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Estimated Possible
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All Other Option
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Payouts Under Non-
|
|
Awards: Number
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Grant
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Equity Incentive Plan
|
|
of Securities
|
|
Exercise or Base
|
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Date Fair
|
|
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Awards
|
|
Underlying
|
|
Price of Option
|
|
Value of Option
|
|
|
Grant
|
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Approval
|
|
Target
|
|
Options
|
|
Awards
|
|
Awards
|
Name
|
|
Date
|
|
Date
|
|
($)(1)
|
|
(#)(2)
|
|
($/Sh)(3)
|
|
($)
|
|
Mr. Soran
|
|
N/A
|
|
N/A
|
|
$
|
200,000
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
02/19/08
|
|
02/12/08
|
|
|
|
|
|
|
144,624
|
|
|
|
8.64
|
|
|
|
600,000
|
|
Mr. Judd
|
|
N/A
|
|
N/A
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/19/08
|
|
02/12/08
|
|
|
|
|
|
|
78,338
|
|
|
|
8.64
|
|
|
|
325,000
|
|
Mr. Guider
|
|
N/A
|
|
N/A
|
|
|
135,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/19/08
|
|
02/12/08
|
|
|
|
|
|
|
81,953
|
|
|
|
8.64
|
|
|
|
340,000
|
|
Mr. Aszmann
|
|
N/A
|
|
N/A
|
|
|
73,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/19/08
|
|
02/12/08
|
|
|
|
|
|
|
69,901
|
|
|
|
8.64
|
|
|
|
290,000
|
|
Mr. Bell
|
|
N/A
|
|
N/A
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/19/08
|
|
02/12/08
|
|
|
|
|
|
|
84,364
|
|
|
|
8.64
|
|
|
|
350,000
|
|
|
|
|
(1) |
|
This column sets forth the target annual cash incentive payments
for 2008 under our 2008 Incentive Plan for each of our Named
Executive Officers. The actual cash incentive payment earned for
2008 for each of our Named Executive Officers is set forth in
the Summary Compensation Table above. As
such, the amounts set forth in this column does not represent
additional compensation earned by our Named Executive Officers
for 2008. There was no threshold or maximum cash incentive
payment under our 2008 Incentive Plan. For more information
regarding our 2008 Incentive Plan and the cash incentive
payments made to our Named Executive Officers in 2008, please
see Compensation Discussion and Analysis. |
|
(2) |
|
The stock options set forth in this column were granted pursuant
to Compellents 2007 Equity Incentive Plan. The shares
subject to each of these options vest over a four year period in
an equal amount on a monthly basis. |
|
(3) |
|
The stock options were granted with an exercise price equal to
the closing price of our common stock as reported on the New
York Stock Exchange Arca on the date of grant |
Narrative
to Summary Compensation Table and Grants of Plan-Based Award
Table
Employment
Agreements
We are party to the following employment agreements with our
Named Executive Officers:
Philip E. Soran. In June 2008, we amended and
restated our employment agreement with Mr. Soran, our
President and Chief Executive Officer. Mr. Sorans
employment agreement provides that he is an at-will
employee and his employment may be terminated at any time by us
or Mr. Soran. For a period of six months after his
termination of employment, Mr. Soran will be subject to
certain restrictions on competition with us and on the
solicitation of our employees, customers and clients.
Mr. Sorans employment agreement also entitles him to
an annual allowance of
26
$1,000 for a medical physical examination, to participate in our
cash incentive program and to participate in our general
employee benefit plans in accordance with the terms and
conditions of such plans. The employment agreement also provides
Mr. Soran with certain severance benefits and
change-in-control
benefits. Mr. Sorans employment agreement with us
contains a best after tax provision in the event
that Mr. Sorans compensation in connection with a
change-in-control
of the company is subject to excise tax under the Code. Pursuant
to such provision, Mr. Soran shall be entitled to the
best after tax result in connection with any
payments or benefits received by him from us in connection with
a
change-in-control.
See Executive Compensation Potential
Payments upon Termination or
Change-in-Control
below.
John R. Judd. In June 2008, we entered into an
employment agreement with Mr. Judd, our Chief Financial
Officer. Mr. Judds employment agreement provides that
he is an at-will employee and his employment may be
terminated at any time by us. For a period of one year after his
termination of employment, Mr. Judd will be subject to
certain restrictions on competition with us and on the
solicitation of our employees, customers and clients.
Mr. Judds employment agreement also entitles him to
participate in our cash incentive program and to participate in
our general employee benefit plans in accordance with the terms
and conditions of such plans. The employment agreement also
provides Mr. Judd with certain severance benefits and
change-in-control
benefits. Mr. Judds employment agreement with us
contains a best after tax provision in the event
that Mr. Judds compensation in connection with a
change-in-control
of the company is subject to excise tax under the Code. Pursuant
to such provision, Mr. Judd shall be entitled to the
best after tax result in connection with any
payments or benefits received by him from us in connection with
a
change-in-control.
See Executive Compensation Potential
Payments upon Termination or
Change-in-Control
below.
John P. Guider. In June 2008, we amended and
restated our employment agreement with Mr. Guider, our
Chief Operating Officer. Mr. Guiders employment
agreement provides that he is an at-will employee
and his employment may be terminated at any time by us or
Mr. Guider. For a period of six months after his
termination of employment, Mr. Guider will be subject to
certain restrictions on competition with us and on the
solicitation of our employees, customers and clients.
Mr. Guiders employment agreement also entitles him to
an annual allowance of $1,000 for a medical physical
examination, to participate in our cash incentive program and to
participate in our general employee benefit plans in accordance
with the terms and conditions of such plans. The employment
agreement also provides Mr. Guider with certain severance
benefits and
change-in-control
benefits. Mr. Guiders employment agreement with us
contains a best after tax provision in the event
that Mr. Guiders compensation in connection with a
change-in-control
of the company is subject to excise tax under the Code. Pursuant
to such provision, Mr. Guider shall be entitled to the
best after tax result in connection with any
payments or benefits received by him from us in connection with
a
change-in-control.
See Executive Compensation Potential
Payments upon Termination or
Change-in-Control
below.
Lawrence E. Aszmann. In June 2008, we amended
and restated our employment agreement with Mr. Aszmann, our
Chief Technology Officer. Mr. Aszmanns employment
agreement provides that he is an at-will employee
and his employment may be terminated at any time by us or
Mr. Aszmann. For a period of six months after his
termination of employment, Mr. Aszmann will be subject to
certain restrictions on competition with us and on the
solicitation of our employees, customers and clients.
Mr. Aszmanns employment agreement also entitles him
to an annual allowance of $1,000 for a medical physical
examination, to participate in our cash incentive program and to
participate in our general employee benefit plans in accordance
with the terms and conditions of such plans. The employment
agreement also provides Mr. Aszmann with certain severance
benefits and
change-in-control
benefits. Mr. Aszmanns employment agreement with us
contains a best after tax provision in the event
that Mr. Aszmanns compensation in connection with a
change-in-control
of the company is subject to excise tax under the Code. Pursuant
to such provision, Mr. Aszmann shall be entitled to the
best after tax result in connection with any
payments or benefits received by him from us in connection with
a
change-in-control.
See Executive Compensation Potential
Payments upon Termination or
Change-in-Control
below.
Brian P. Bell. In June 2008, we entered into
an employment agreement with Mr. Bell, our Vice President,
Worldwide Sales. Mr. Bells employment agreement
provides that he is an at-will employee and his
employment may be terminated at any time by us. For a period of
one year after his termination of employment, Mr. Bell will
be subject to certain restrictions on competition with us and on
the solicitation of our employees, customers and clients.
Mr. Bells employment agreement also entitles him to
participate in our cash incentive program and to participate in
27
our general employee benefit plans in accordance with the terms
and conditions of such plans. The employment agreement also
provides Mr. Bell with certain severance benefits and
change-in-control
benefits. Mr. Bells employment agreement with us
contains a best after tax provision in the event
that Mr. Bells compensation in connection with a
change-in-control
of the company is subject to excise tax under the Code. Pursuant
to such provision, Mr. Bell shall be entitled to the
best after tax result in connection with any
payments or benefits received by him from us in connection with
a
change-in-control.
See Executive Compensation Potential
Payments upon Termination or
Change-in-Control
below.
Annual
Cash Incentive Compensation
The 2008 Incentive Plan provides for annual cash bonus awards to
reward our Named Executive Officers for performance in the prior
year. For more information regarding our 2008 Incentive Plan,
see the section of the Compensation Discussion and Analysis
titled Executive Compensation Annual
Incentive Compensation 2008 Management
Incentive Plan.
Equity
Compensation
Consistent with its practices for awarding stock options
described in the Compensation Discussion and Analysis above, the
Compensation Committee approved equity compensation awards in
the form of stock options to each of our Named Executive
Officers in February 2008. For more information regarding the
equity compensation awards and our equity award practices,
please see the section of the Compensation Discussion and
Analysis titled Executive Compensation
Annual Incentive Compensation Long-Term
Incentive Compensation. In addition, the Named
Executive Officers equity compensation awards may, under
certain circumstances, be subject to accelerated vesting in the
event of a
change-in-control
of Compellent. For more information regarding the accelerated
vesting provisions and treatment of the equity compensation
awards in the event of a
change-in-control,
see the section titled Executive
Compensation Potential Payments upon Termination or
Change-in-Control
below.
Other
Benefits
For a description of the other elements of our executive
compensation program, see the section of the Compensation
Discussion and Analysis titled Executive
Compensation Other Compensation and
Benefits.
28
Outstanding
Equity Awards Table At December 31, 2008
The following table shows certain information regarding
outstanding equity awards at December 31, 2008 held by our
Named Executive Officers.
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Option Awards
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Stock Awards
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Market
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Number of
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Number of
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Number of
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Value of
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Securities
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Securities
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Shares or
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Shares or
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Underlying
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Underlying
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Units of
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Units of
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Unexercised
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Unexercised
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Stock That
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Stock That
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Options
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Options
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Option
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Option
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Have Not
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Have Not
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(#)
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(#)
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Exercise Price
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Expiration
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Vested
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Vested
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Name
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Exercisable
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Unexercisable
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($)
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Date
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(#)
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($)(1)
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Mr. Soran
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$
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47,218
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(2)
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$
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454,237
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30,130
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(3)
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114,494
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8.64
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2/18/2015
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Mr. Judd
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33,750
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(4)
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324,675
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16,320
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(3)
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62,018
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8.64
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2/18/2015
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7,919
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(5)
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12,081
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9.68
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5/29/2017
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Mr. Guider
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17,073
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(3)
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64,880
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8.64
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2/18/2015
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133,333
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(6)
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0.30
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5/2/2016
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Mr. Aszmann
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14,563
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(3)
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55,338
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8.64
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2/18/2015
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133,333
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(6)
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0.30
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5/2/2016
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Mr. Bell
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16,666
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(7)
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160,327
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17,577
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(3)
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66,787
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|
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8.64
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2/18/2015
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70,000
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(8)
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1.25
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3/27/2017
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1,834
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(9)
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334
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0.30
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3/31/2015
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|
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2,680
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(10)
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0.20
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8/24/2013
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(1) |
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The value of the shares that have not vested as of
December 31, 2008 is based on the per share closing price
of Compellents common stock on December 31, 2008 of
$9.62 as reported by the New York Stock Exchange Arca. |
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(2) |
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Represents 47,218 shares acquired pursuant to the early
exercise of a stock option to purchase 133,333 shares of
our common stock that are subject to our right of repurchase in
the event the Named Executive Officers employment with us
terminates, which lapsed as to 1/4th of the exercised shares on
May 3, 2007, and as to
1/48th of
the exercised shares on a monthly basis thereafter. As of
December 31, 2008, 86,115 of the shares were vested and the
remaining 47,218 shares will vest monthly thereafter over
the remainder of the vesting period. See Options
Exercised and Stock Vested Table in 2008 below for
further information regarding the shares that vested in 2008. |
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(3) |
|
The shares subject to this stock option vest over a four year
period in equal monthly installments. Vesting is contingent upon
continued service. |
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(4) |
|
Represents 33,750 shares acquired pursuant to the early
exercise of a stock option to purchase 90,000 shares of our
common stock that are subject to our right of repurchase in the
event the Named Executive Officers employment with us
terminates prior to the shares being fully vested, which lapsed
as to 1/4th of the exercised shares on June 26, 2007, and
as to 1/48th of the exercised shares on a monthly basis
thereafter. As of December 31, 2008, 56,250 of the shares
were vested and the remaining 33,750 shares will vest
monthly thereafter over the remainder of the vesting period. See
Options Exercised and Stock Vested Table in
2008 below for further information regarding the
shares that vested in 2008. |
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(5) |
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The shares subject to this stock option vest over a four year
period, 1/4th of the shares subject to the stock option vested
on May 30, 2008, and 1/48th of the shares subject to the
stock option vest on a monthly basis thereafter. Vesting is
contingent upon continued service. |
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(6) |
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The shares subject to each stock option vest over a four year
period, 1/4th of the shares subject to the stock option vested
on May 3, 2007, and 1/48th of the shares subject to the
stock option vest on a monthly basis thereafter. Vesting is
contingent upon continued service and the stock option may be
exercised prior to vesting, subject to our right of repurchase
in the event the Named Executive Officers employment with
us terminates |
29
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prior to the shares being fully vested. As of December 31,
2008, 86,115 of the shares were vested and the remaining
47,218 shares will vest monthly thereafter over the
remainder of the vesting period. |
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(7) |
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Represents 16,666 unvested shares acquired pursuant to the early
exercise of a stock option to purchase 50,000 shares of our
common stock that are subject to our right of repurchase in the
event the Named Executive Officers employment with us
terminates prior to the shares being fully vested, which lapsed
as to 1/4th
of the exercised shares on April 1, 2007, and as to 1/48th
of the exercised shares on a monthly basis thereafter. As of
December 31, 2008, 33,334 of the shares were vested and the
remaining 16,666 shares will vest monthly thereafter over
the remainder of the vesting period. See Options
Exercised and Stock Vested Table in 2008 below for
further information regarding the shares that vested in 2008. |
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(8) |
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The shares subject to each stock option vest over a four year
period, 1/4th of the shares subject to the stock option vested
on March 28, 2008, and 1/48th of the shares subject to the
stock option vest on a monthly basis thereafter. Vesting is
contingent upon continued service and the stock option may be
exercised prior to vesting, subject to our right of repurchase
in the event the Named Executive Officers employment with
us terminates prior to the shares being fully vested. As of
December 31, 2008, 30,625 of the shares were vested and the
remaining 39,375 shares will vest monthly thereafter over
the remainder of the vesting period. |
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(9) |
|
The shares subject to each stock option vest over a four year
period, 1/4th of the shares subject to the stock option vested
on April 1, 2006, and 1/48th of the shares subject to the
stock option vest on a monthly basis thereafter. Vesting is
contingent upon continued service. |
|
(10) |
|
The shares subject to each stock option vested over a four year
period, 1/4th of the shares subject to the stock option vested
on August 25, 2004, and the remaining shares vested on a
monthly basis thereafter. |
Options
Exercised and Stock Vested Table in 2008
Our Named Executive Officers did not exercise any vested stock
options in 2008. The following table shows for the year ended
December 31, 2008, certain information regarding the
vesting of stock awards held by our Named Executive Officers:
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|
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Stock Awards(1)
|
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|
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Number of
|
|
|
|
|
|
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Shares
|
|
|
Value
|
|
|
|
Acquired
|
|
|
Realized
|
|
|
|
on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)(2)
|
|
|
Mr. Soran
|
|
|
33,336
|
|
|
$
|
363,696
|
|
Mr. Judd
|
|
|
22,500
|
|
|
|
246,788
|
|
Mr. Guider
|
|
|
|
|
|
|
|
|
Mr. Aszmann
|
|
|
|
|
|
|
|
|
Mr. Bell
|
|
|
12,500
|
|
|
|
138,112
|
|
|
|
|
(1) |
|
Represents shares acquired pursuant to the early exercise of
unvested stock options that vested during 2008. |
|
(2) |
|
The value realized upon vesting was calculated by multiplying
the number of shares that vested on each respective vesting date
by the closing price of our common stock on each such vesting
date as reported by the New York Stock Exchange Arca. |
Potential
Payments Upon Termination or
Change-in-Control
Severance
Benefits
Compellents employment agreements with its Named Executive
Officers provide that if we terminate such Named Executive
Officers employment without cause, and other than as a
result of death or disability, or such Named Executive Officer
resigns for good reason, the Named Executive Officer is entitled
to receive a lump sum payment equal to six months of base salary
and payments for six months of continued health insurance
coverage, other than Mr. Bell who is entitled to a lump sum
payment equal to four months of base salary and payments for
four months of continued health insurance coverage, subject to
the Named Executive Officers execution of a binding
30
release of claims. For purposes of the Named Executive
Officers employment agreements, any such Named Executive
Officer will be terminated automatically, and such termination
will be considered for cause, in the event:
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|
|
he is convicted of a felony;
|
|
|
|
gross negligence or willful misconduct by any such Named
Executive Officer which is reasonably determined by our Board to
be injurious to our business or interests;
|
|
|
|
willful violation of specific and lawful directions of our Board
by any such Named Executive Officer persisting for a period of
five days after notice is given of such willful violation;
|
|
|
|
excessive absenteeism by any such Named Executive Officer
persisting for a period of 30 days after our Board has
given notice of such absenteeism; a material failure to perform
or observe the provisions of any such Named Executive
Officers employment agreement persisting for a period of
30 days after notice is given of such failure to perform or
observe;
|
|
|
|
failure to cooperate with us in any investigation or formal
proceeding; and
|
|
|
|
any act of fraud by any such Named Executive Officer with
respect to any aspect of our business where such act is
reasonably determined by our Board to be injurious to our
business.
|
For purposes of the Named Executive Officers employment
agreements, any such Named Executive Officer will be deemed to
have been terminated for good reason if following the occurrence
of any of the following events, the Named Executive Officer
provides written notice of the event within 30 days, we
fail to reasonably cure such event within 30 days
thereafter and the Named Executive Officers resignation is
effective not later than 30 days after such cure period:
|
|
|
|
|
a permanent material reduction or diminution in any such Named
Executive Officers job responsibilities or duties;
provided, however, that neither a mere change in title alone nor
reassignment to a position that is substantially similar to the
position held prior to the reassignment shall constitute good
reason (including but not limited to, following a
change-in-control,
performing substantially the same duties with respect to
substantially the same size and scope of organization, but which
organization is part of a larger organization);
|
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|
|
a material reduction by us of any such Named Executive
Officers base salary; provided, however, that a reduction
of base salary in connection with a similar general reduction of
the base salaries of our executive employees shall not
constitute good reason;
|
|
|
|
the relocation of any such Named Executive Officers
primary work location, on a permanent basis, to an office that
would increase such Named Executive Officers one way
commute distance by more than seventy-five (75) miles from
such Named Executive Officers primary work location as of
immediately prior to such change; and
|
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|
|
any acquirer, successor or assignee of us fails to assume and
perform, in all material respects, our obligations hereunder.
|
Upon termination of employment, each Named Executive Officer has
agreed not to compete with us for six months following such
termination under the terms and conditions of the respective
employment agreement.
Change-in-Control
In June 2008, in connection with the amendment and restatement
of Messrs. Aszmann, Guider and Sorans employment
agreements and the entry into employment agreements with
Messrs. Bell and Judd we provided each Named Executive
Officers employment agreement a
change-in-control
benefit providing for the full acceleration of vesting of all
outstanding equity awards held by such Named Executive Officer
if such Named Executive Officer is terminated without cause or
resigns for good reason within three months prior to or
18 months following a
change-in-control
of the company. In addition to this benefit, each of the Named
Executive Officers will also receive the severance benefit of a
lump sum payment equal to six months of base salary and payments
for six months of continued health insurance coverage, other
than Mr. Bell who is entitled to a lump sum payment equal
to four
31
months of base salary and payments for four months of continued
health insurance coverage, subject to the Named Executive
Officers execution of a binding release of claims. These
benefits are provided to motivate our Named Executive Officers
to act in the best interests of our stockholders when
negotiating a corporate transaction by removing the distraction
of post-change-in-control uncertainties faced by our Named
Executive Officers with regard to their continued employment.
Under our 2007 Equity Incentive Plan, in the event of a
corporate transaction or a
change-in-control,
outstanding stock awards held by our employees, consultant or
directors, including our Named Executive Officers, may be
assumed, continued, or substituted by the surviving corporation.
If the surviving corporation does not assume, continue, or
substitute such stock awards, then under our 2007 Equity
Incentive Plan (a) any stock awards that are held by
individuals performing services for us immediately prior to the
effective time of the transaction, the vesting and
exercisability provisions of such stock awards will be
accelerated in full and such stock awards will be terminated if
not exercised prior to the effective date of the corporate
transaction or
change-in-control,
and (b) all other outstanding stock awards will be
terminated if not exercised on or prior to the effective date of
the corporate transaction or
change-in-control.
Potential Payments Upon Termination or
Change-in-Control. The
following table illustrates the potential payments to our Named
Executive Officers in connection with their (i) respective
terminations without cause or resignation for good reason and
(ii) respective terminations without cause or resignation
for good reason within three months prior to or 18 months
following a
change-in-control
of the company, as if such termination, resignation or
change-in-control
occurred as of December 31, 2008:
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|
|
|
|
|
|
|
|
|
|
|
|
Potential Payments in Connection With:
|
|
|
|
|
|
|
Termination without Cause
|
|
|
|
|
Termination
|
|
or Resignation for
|
|
|
|
|
without Cause or
|
|
Good Reason in Connection
|
|
|
|
|
Resignation for
|
|
with a Change-in-Control
|
Name
|
|
Type of Benefit
|
|
Good Reason ($)
|
|
($)
|
|
Mr. Soran
|
|
Salary(1)
|
|
$
|
160,000
|
|
|
$
|
160,000
|
|
|
|
Benefits(2)
|
|
|
7,354
|
|
|
|
7,354
|
|
|
|
Equity Award Acceleration(3)
|
|
|
|
|
|
|
552,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
167,354
|
|
|
|
719,628
|
|
Mr. Judd
|
|
Salary(1)
|
|
|
112,500
|
|
|
|
112,500
|
|
|
|
Benefits(2)
|
|
|
6,929
|
|
|
|
6,929
|
|
|
|
Equity Award Acceleration(3)
|
|
|
|
|
|
|
343,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
119,429
|
|
|
|
462,694
|
|
Mr. Guider
|
|
Salary(1)
|
|
|
137,500
|
|
|
|
137,500
|
|
|
|
Benefits(2)
|
|
|
2,759
|
|
|
|
2,759
|
|
|
|
Equity Award Acceleration(3)
|
|
|
|
|
|
|
503,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
140,259
|
|
|
|
643,911
|
|
Mr. Aszmann
|
|
Salary(1)
|
|
|
115,000
|
|
|
|
115,000
|
|
|
|
Benefits(2)
|
|
|
7,354
|
|
|
|
7,354
|
|
|
|
Equity Award Acceleration(3)
|
|
|
|
|
|
|
494,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
122,354
|
|
|
|
616,655
|
|
Mr. Bell
|
|
Salary(4)
|
|
|
70,000
|
|
|
|
70,000
|
|
|
|
Benefits(5)
|
|
|
4,903
|
|
|
|
4,903
|
|
|
|
Equity Award Acceleration(3)
|
|
|
|
|
|
|
537,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
74,903
|
|
|
|
612,530
|
|
|
|
|
(1) |
|
Represents six months of base salary. |
|
(2) |
|
Represents six months of healthcare benefits. |
|
(3) |
|
The dollar values represent the amount of the benefit each of
our Named Executive Officers would have received from the
acceleration of the unvested portion of such Named Executive
Officers outstanding equity awards under our 2002 Stock
Option Plan and 2007 Equity Incentive Plan, as if such event
occurred as of December 31, 2008. For outstanding stock
options, the benefit amount of the accelerated portion of such
stock |
32
|
|
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|
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option award was calculated by multiplying the accelerated
portion of such stock option award by the difference between the
per share closing price of Compellent common stock on
December 31, 2008 ($9.62) as reported by New York Stock
Exchange Arca and the exercise price of the option. For
outstanding stock awards (or shares acquired pursuant to the
early exercise of a stock option award), the benefit amount of
the accelerated portion of such stock award was calculated by
multiplying the accelerated portion of the stock award by the
per share closing price of Compellent common stock on
December 31, 2008 ($9.62) as reported by New York
Stock Exchange Arca. |
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(4) |
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Represents four months of base salary. |
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(5) |
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Represents four months of health care benefits. |
Compensation
Committee Report
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis, or
CD&A, contained in this proxy statement. Based on this
review and discussion, the Compensation Committee has
recommended to the Board that the CD&A be included in this
proxy statement and incorporated into our Annual Report on
Form 10-K
for the year ended December 31,
2008.
Charles Beeler (Chair)
R. David Spreng
Sven A. Wehrwein
The material in this report is not soliciting
material, is furnished to, but not deemed
filed with, the SEC and is not deemed to be
incorporated by reference in any of our filings under the
Securities Act or the Exchange Act, other than our Annual Report
on
Form 10-K,
where it shall be deemed to be furnished, whether
made before or after the date hereof and irrespective of any
general incorporation language in any such filing, expect to the
extent specifically incorporated by referenced therein.
Equity
Compensation Plan Information
The following table provides certain information with respect to
all of our equity compensation plans in effect as of
December 31, 2008:
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Number of Securities
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Number of Securities
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Remaining Available for
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to be Issued Upon
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Weighted Average
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Issuance Under Equity
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Exercise of
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Exercise-Price of
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Compensation Plans
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Outstanding Options,
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Outstanding Options,
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(Excluding Securities
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Warrants and Rights
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Warrants and Rights
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Reflected in Column (a))
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Plan Category
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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2,539,035
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$
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6.70
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(1)
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5,349,491
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(2)
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Equity compensation plans not approved by security holders
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Total
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2,539,035
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$
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6.70
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(1)
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5,349,491
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(2)
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(1) |
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Represents the weighted average exercise price of outstanding
stock options only. |
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(2) |
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Of these shares, 1,369,906 shares remained available for
the grant of future rights under our 2007 Employee Stock
Purchase Plan as of December 31, 2008. Under our 2007
Employee Stock Purchase Plan, participants are permitted to
purchase our common stock at a discount on certain dates through
payroll deductions within a pre-determined purchase period.
Accordingly, these numbers are not determinable. |
33
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of our common stock as of
April 1, 2009 by:
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each director and nominee for director;
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each of our Named Executive Officers;
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all of our executive officers and directors of Compellent as a
group; and
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all those known by us to be beneficial owners of more than 5% of
our common stock.
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Unless otherwise indicated, the address for each of the
beneficial owners in the table below is
c/o Compellent
Technologies, Inc., 7625 Smetana Lane, Eden Prairie, Minnesota,
55344.
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Beneficial Ownership(1)
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Beneficial Owner
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Number of Shares
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Percent of Total
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5% Stockholders
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Entities Affiliated with El Dorado Ventures(2)
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4,441,113
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14.4
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%
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Entities Affiliated with Crescendo Ventures(3)
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4,030,205
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13.1
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Eagle Asset Management, Inc.(4)
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3,060,765
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9.9
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Cargill Incorporated(5)
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2,590,413
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8.4
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Entities Affiliated with Centennial Ventures(6)
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1,795,230
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5.8
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Directors and Named Executive Officers
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Charles Beeler(7)
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4,467,450
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14.5
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Neel Sarkar(8)
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1,795,230
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5.8
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David Spreng(9)
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4,056,542
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13.2
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Sven A. Wehrwein(10)
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30,337
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*
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Duston M. Williams(11)
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9,536
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*
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Lawrence E. Aszmann(12)
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1,209,270
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3.9
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Brian P. Bell(13)
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143,457
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*
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John P. Guider(14)
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1,363,290
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4.4
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John R. Judd(15)
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131,076
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*
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Philip E. Soran(16)
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1,366,343
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4.4
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All executive officers and directors as a group
(10 persons)(17)
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14,572,531
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46.4
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* |
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Less than one percent. |
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(1) |
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This table is based upon information supplied by executive
officers, directors and principal stockholders and Schedules 13G
filed with the SEC. Unless otherwise indicated in the footnotes
to this table and subject to community property laws where
applicable, we believe that each of the stockholders named in
this table has sole voting and investment power with respect to
the shares indicated as beneficially owned. Applicable
percentages are based on 30,800,023 shares outstanding on
April 1, 2009, adjusted as required by rules promulgated by
the SEC. Includes shares of common stock subject to a right of
repurchase within 60 days of April 1, 2009 and shares
issuable pursuant to stock options exercisable within
60 days of April 1, 2009. |
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(2) |
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Consists of 4,309,670 shares held by El Dorado Ventures VI,
L.P. and 131,443 shares held by El Dorado Technology
01, L.P. Mr. Beeler, a member of our Board, is a
General Partner of El Dorado Ventures, the sponsor of these
entities and is deemed to have shared voting and investment
power of the shares held by El Dorado Ventures and its
affiliated entities; however, Mr. Beeler disclaims
beneficial ownership of these shares except to the extent of his
pecuniary interest therein. The address of El Dorado Ventures is
2440 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
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(3) |
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Consists of 3,690,764 shares held by Crescendo Ventures IV,
L.P., 234,404 shares held by Crescendo IV
AG & Co. Beteiligungs KG, 75,794 shares held by
Crescendo IV Entrepreneurs Fund, L.P. and
29,243 shares held by Crescendo IV Entrepreneurs
Fund A, L.P. Mr. Spreng, a member of our Board, is a
Managing General Partner |
34
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of Crescendo Ventures, the sponsor of these entities and is
deemed to have shared voting and investment power of the shares
held by Crescendo Ventures and its affiliated entities; however,
Mr. Spreng disclaims beneficial ownership of these shares
except to the extent of his pecuniary interest therein. The
address of Crescendo Ventures is 480 Cowper Street,
Suite 300, Palo Alto, CA 94301. |
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(4) |
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Eagle Asset Management, Inc. is an Investment Adviser registered
under Section 203 of the Investment Advisors Act of 1940.
The address of Eagle Asset Management, Inc. is 880 Carillon
Parkway, St. Petersburg, Florida 33716. |
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(5) |
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The address of Cargill Incorporated is 15407 McGinty Road West,
Wayzata, Minnesota 55391. |
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(6) |
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Consists of 1,743,619 shares held by Centennial Ventures
VII, L.P., 25,274 shares held by Centennial Entrepreneurs
Fund VII, L.P. and stock options for 26,337 shares of our
common stock exercisable within 60 days of April 1,
2009 held by Mr. Sarkar, a member of our Board. Centennial
Holding VII, LLC is the general partner of Centennial Ventures
VII, L.P. and Centennial Entrepreneurs Fund VII, L.P.
Mr. Sarkar is a Managing Director of Centennial Ventures,
an affiliate of Centennial Holding VII, LLC and is deemed to
have shared voting and investment power of the shares held by
Centennial Ventures and its affiliated entities; however,
Mr. Sarkar disclaims beneficial ownership of these shares
except to the extent of his pecuniary interest therein. The
address of Centennial Ventures is 1428 Fifteenth Street, Denver,
CO 80202. |
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(7) |
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Consists of (a) the shares described in Note
(2) above, which Mr. Beeler disclaims beneficial
ownership of these shares, except to the extent of his pecuniary
interest therein and (b) stock options for
26,337 shares of our common stock exercisable within
60 days of April 1, 2009. |
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(8) |
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Consists of the shares described in Note (6) above, which
Mr. Sarkar disclaims beneficial ownership of these shares,
except to the extent of his pecuniary interest therein,
including stock options for 26,337 shares of our common
stock exercisable within 60 days of April 1, 2009. |
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(9) |
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Consists of (a) the shares described in Note
(3) above, which Mr. Spreng disclaims beneficial
ownership of these shares, except to the extent of his pecuniary
interest therein and (b) stock options for
26,337 shares of our common stock exercisable within
60 days of April 1, 2009. The shares described in
Note (3) above have been pledged as security by Crescendo
Ventures and its affiliated entities pursuant to its guarantee
obligations under a pledgor agreement entered into in connection
with a credit facility. |
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(10) |
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Includes stock options for 26,337 shares of our common
stock exercisable within 60 days of April 1, 2009. |
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(11) |
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Represents stock options for shares of our common stock
exercisable within 60 days of April 1, 2009. |
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(12) |
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Includes stock options for 159,270 shares of our common
stock exercisable within 60 days of April 1, 2009. |
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(13) |
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Includes stock options for 105,305 shares of common stock
exercisable within 60 days of April 1, 2009 and
11,458 shares of common stock subject to our right of
repurchase in the event Mr. Bells employment with us
terminates 60 days from April 1, 2009. |
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(14) |
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Consists of (a) 600,000 shares of common stock held by
Mr. Guider, (b) 211,144 shares held by the Guider
2007 Grantor Retained Annuity Trust, of which Mr. Guider is
trustee, (c) 388,856 shares held by the Guider 2008
Grantor Retained Annuity Trust, of which Mr. Guider is
trustee, and (d) stock options for 163,290 shares of
our common stock exercisable within 60 days of
April 1, 2009. |
|
(15) |
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Includes stock options for 38,576 shares of common stock
exercisable within 60 days of April 1, 2009 and
24,375 shares of common stock subject to our right of
repurchase in the event Mr. Judds employment with us
terminates 60 days from April 1, 2009. |
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(16) |
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Consists of (a) 708,998 shares of common stock held by
Mr. Soran, of which 33,328 shares are subject to our
right of repurchase in the event Mr. Sorans
employment with us terminates 60 days from April 1,
2009, (b) 194,922 shares of common stock held by the
Soran 2007 Grantor Retained Annuity Trust of which
Mr. Soran is trustee, (c) 142,539 shares of
common stock held by the Soran 2008 Five-Year Grantor Retained
Annuity Trust of which Mr. Soran is trustee,
(d) 142,539 shares of common stock held by the Soran
2008 Two-Year Grantor Retained Annuity Trust of which
Mr. Soran is trustee, (e) 123,200 shares of
common stock held by Mr. Sorans immediate family
members over which Mr. Soran is deemed to have beneficial
ownership, and (f) options to purchase 54,145 shares
of common stock exercisable within 60 days of April 1,
2009. |
|
(17) |
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Includes 10,240,211 shares held by entities affiliated with
certain of our directors and 4,213,436 shares beneficially
owned by our executive officers, of which (a) stock options
for 520,586 shares of common stock are exercisable within
60 days of April 1, 2009, and
(b) 69,161 shares of which are subject to our right of
repurchase in the event such executive officers employment
with us terminates 60 days from April 1, 2009. |
35
CERTAIN
TRANSACTIONS WITH RELATED PERSONS
Related-Person
Transactions Policy and Procedures
Pursuant to Compellents Code of Business Conduct and
Ethics, our executive officers, directors, and principal
stockholders, including their immediate family members and
affiliates, are not permitted to enter into a related party
transaction with us without the prior consent of our Audit
Committee, or other independent committee of our Board in the
case it is inappropriate for our Audit Committee to review such
transaction due to a conflict of interest. Any request for us to
enter into a transaction with an executive officer, director,
principal stockholder, or any of such persons immediate
family members or affiliates, in which the amount involved
exceeds $120,000 must first be presented to our Audit Committee
for review, consideration and approval. All of our directors,
executive officers and employees are required to report to our
Audit Committee any such related party transaction. In approving
or rejecting the proposed transaction, our Audit Committee shall
consider the relevant facts and circumstances available and
deemed relevant to the Audit Committee, including, but not
limited to the risks, costs and benefits to us, the terms of the
transaction, the availability of other sources for comparable
services or products, and, if applicable, the impact on a
directors independence. Our Audit Committee will approve
only those agreements that, in light of known circumstances, are
in, or are not inconsistent with, our best interests, as our
Audit Committee determines in the good faith exercise of its
discretion. All of the transactions described below were entered
into prior to the adoption of our Code of Business Conduct and
Ethics and were approved by our Board.
Certain
Related-Person Transactions
Third
Amended and Restated Investor Rights Agreement
Compellent and the prior holders of our preferred stock,
including entities with which certain of our directors are
affiliated, have entered into an investor rights agreement
pursuant to which these stockholders are entitled to certain
rights with respect to the registration of their shares. As of
December 31, 2008, the holders of 10,691,711 shares of
our common stock were entitled to such rights.
Employment
Agreements
We have entered into employment agreements with our certain of
our executive officers. See Executive
Compensation Narrative to Summary Compensation Table
and Grants of Plan Based Award Table Employment
Agreements.
Stock
Option Grants to Executive Officers and Directors
We have granted stock options to our executive officers and our
non-employee directors. See Executive
Compensation and Information Regarding Our
Board of Directors and Corporate Governance Director
Compensation.
Indemnification
Agreements with Executive Officers and Directors
We have entered into an indemnification agreement with each of
our directors and executive officers. These indemnification
agreements and our certificate of incorporation and our bylaws
indemnify each of our directors and officers to the fullest
extent permitted by Delaware General Corporation Law.
HOUSEHOLDING
OF PROXY MATERIALS
The SEC has adopted rules that permit companies and
intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy statements and annual reports with
respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those
stockholders. This process, which is commonly referred to as
householding, potentially means extra convenience
stockholders and cost savings for companies.
This year, a number of brokers with account holders who are
Compellent stockholders will be householding our
proxy materials. A single proxy statement will be delivered to
multiple stockholders sharing an address unless
36
contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker
that they will be householding communications to
your address, householding will continue until you
are notified otherwise or until you revoke your consent. If, at
any time, you no longer wish to participate in
householding and would prefer to receive a separate
proxy statement and annual report, please notify your broker.
Direct your written request to Compellent Technologies, Inc.,
Corporate Secretary,
7625 Smetana Lane, Eden Prairie, Minnesota 55344 or
contact the Corporate Secretary at
(877)
715-3300.
Stockholders who currently receive multiple copies of the proxy
statement at their addresses and would like to request
householding of their communications should contact
their brokers.
OTHER
MATTERS
Our Board knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are
properly brought before the Annual Meeting, it is the intention
of the persons named in the accompanying proxy to vote on such
matters in accordance with their best judgment.
By Order of the Board of Directors
Lawrence E. Aszmann
Secretary
April 17, 2009
A copy of our Annual
Report on
Form 10-K
for the year ended December 31, 2008, as filed with the
SEC, is being furnished to stockholders concurrently herewith. A
stockholder may submit a written request for an additional copy
of the Annual Report on
Form 10-K
for the year ended December 31, 2008 to: Secretary,
Compellent Technologies, Inc., 7625 Smetana Lane, Eden Prairie,
Minnesota 55344.
37
COMPELLENT TECHNOLOGIES, INC.
7625 SMETANA LANE
EDEN PRAIRIE, MN 55344
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 20, 2009. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 20, 2009. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and promptly return it in the postage-paid envelope we have provided or return it to Compellent Technologies, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Compellent Technologies, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M13927-P77148
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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COMPELLENT TECHNOLOGIES, INC.
2009 ANNUAL MEETING PROXY CARD
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For
All |
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Withhold
All |
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For All
Except |
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THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR
THE NOMINEES FOR DIRECTOR
LISTED BELOW AND A
VOTE FOR PROPOSAL 2. |
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1. |
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To elect three directors to hold office until the 2012 Annual Meeting of Stockholders |
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Nominees: |
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01) Neel Sarkar |
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02) R. David Spreng 03) Duston M. Williams |
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To withhold authority to vote for any individual nominee(s),
mark For All Except and write the number(s) of the nominee(s) on the line below.
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For |
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Against |
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Abstain |
2.
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To ratify the selection of Grant Thornton LLP as Compellents independent registered public accounting firm
for the year ending December 31, 2009, as described in the accompanying proxy statement.
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OTHER MATTERS: The Board of Directors knows of no other matters that will be presented for consideration at the 2009 Annual Meeting.
If any other matters are properly brought before the 2009 Annual Meeting, it is the intention of the persons named in the proxy card to
vote on such matters in accordance with their best judgment.
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The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned Stockholder(s).
If no direction is made, this proxy will be voted FOR all the nominees listed in Proposal 1 and FOR Proposal 2. If any
other matters properly come before the meeting, the person named in this proxy will vote in their discretion.
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For address changes and/or comments,
please check this box and write them on the back where indicated.
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o
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Yes
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No |
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Please indicate if you plan to attend the 2009 Annual Meeting.
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(NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign.
When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. If a corporation, please sign in full corporate name, by authorized officer. If a partnership,
please sign in partnership name by authorized person.)
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Signature [PLEASE SIGN WITHIN BOX]
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Signature (Joint Owners)
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting:
The Proxy Statement and Annual Report are available at www.compellent.com/proxy.
M13928-P77148
COMPELLENT TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
2009 ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2009
The stockholder(s) hereby appoint(s) Philip E. Soran and John R. Judd, or either of them, as proxies and as
attorneys-in-fact, each with the full power to appoint his substitute, and hereby authorize(s) them to
represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of
Compellent Technologies, Inc. that the stockholder(s) is/are entitled to vote at the 2009 Annual Meeting of
Stockholders to be held at 3:30 p.m., Central Time on May 21, 2009, at Faegre & Benson, LLP, 2200 Wells
Fargo Center, 90 South 7th Street, Minneapolis, MN 55402, and any and all postponements, continuations
and adjournments thereof with all powers that the undersigned would possess if personally present, upon
and in respect of the matters listed on the reverse side and in accordance with the instructions designated
on the reverse side, with discretionary authority as to any and all other matters that may properly come
before the 2009 Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD
OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED REPLY ENVELOPE
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Address Changes/Comments: |
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(If you noted any Address Changes/Comments above, please mark corresponding
box on the reverse side.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE