Schedule 14A


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Director Compensation for Fiscal 2016


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name


 

Fees Earned

or Paid in

Cash

($) (1)


 

Stock

Awards

($) (2)(3)


 

All Other

Compensation

($) (4)


 

Total

($)


 

 

 

David Anderson

 

 

119,000

 

 

134,006

 

 

4,634

 

 

257,640

 

David Johnson

 

 

69,833

 

 

95,004

 

 

4,874

 

 

169,711

 

Emily Liggett(5)

 

 

12,500

 

 



 

 

403

 

 

12,903

 

Randy Martinez

 

 

59,417

 

 

95,004

 

 

2,078

 

 

156,499

 

Barb Samardzich

 

 

50,000

 

 

95,004

 

 

2,078

 

 

147,082

 

Michael Schrock

 

 

63,125

 

 

95,004

 

 

2,078

 

 

160,207

 

Gail Steinel

 

 

65,917

 

 

95,004

 

 

4,080

 

 

165,001

 

Kenneth Yu

 

 

50,000

 

 

95,004

 

 

2,078

 

 

147,082

 


(1)

Includes annual retainer and committee meeting fees paid in cash.

(2)

Amounts represent aggregate grant date fair value during fiscal 2016 under FASB ASC Topic 718, based on the valuation and utilizing the assumptions discussed in Note 6 to our Notes to Consolidated Financial Statements for the fiscal year ended October 1, 2016 included in Item 8 of Part II of our Annual Report on Form 10-K for fiscal 2016. On the date of our annual meeting of shareholders held in February 2016, Mr. Anderson was awarded 2,625
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restricted stock units and each of Mr. Johnson, Mr. Martinez, Ms. Samardzich, Mr. Schrock, Ms. Steinel and Mr. Yu were awarded 1,861 restricted stock units with a grant date fair value of $51.05 per share.(3)

As of October 1, 2016, the directors held the following number of restricted stock units: Mr. Anderson – 2,625; Mr. Johnson – 1,861; Mr. Martinez – 1,861; Ms. Samardzich – 1,861; Mr. Schrock – 1,861; Ms. Steinel – 1,861; and Mr. Yu – 1,861.

(4)

Reflects cash dividends paid on unvested restricted stock units in fiscal 2016.

(5)

Ms. Liggett served during a portion of fiscal 2016 and did not stand for re-election at last year's annual meeting of shareholders.
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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




THIS SECTION SHOULD BE READ IN CONJUNCTION

WITH THE "AUDIT COMMITTEE REPORT" BELOW.
KPMG LLP ("KPMG"), an independent registered public accounting firm, has been our independent registered public accounting firm since May 31, 2002. The Audit Committee has selected KPMG to serve as our independent registered public accounting firm and to serve as auditors for the fiscal year ending September 30, 2017. Shareholder ratification of the appointment is requested. Consistent with our Audit Committee Charter and the requirements of the Sarbanes Oxley Act of 2002 and applicable rules and regulations of the SEC and the NASDAQ Stock Market, the ratification of the appointment of independent auditors by the shareholders will in no manner impinge upon or detract from the authority and power of the Audit Committee to appoint, retain, oversee and, if necessary, disengage the independent auditors. In the event the appointment of KPMG is not ratified by the shareholders, the Audit Committee will reconsider the appointment.
Representatives of KPMG are expected to be present at the virtual Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Fees and Services
The following table presents aggregate fees for professional services rendered by KPMG in fiscal 2016 and fiscal year 2015 for the audit of our annual financial statements and for other services.

 

 

 

 

 

 

 

 

 


 

Fiscal Year

($000's)

 

 


 

2016

 

2015

 

Audit Fees(1)

 

$

4,253

 

$

1,779

 

Audit-Related Fees (2)

 

 


1,830

 

 


16

 

Tax Fees(3)

 

 


177

 

 


97

 

All Other Fees(4)

 

 


-

 

 


-

 

















Total fees

 

$

6,260

 

$

1,892

 


(1)

Includes annual audit of consolidated financial statements, certain statutory audits, Sarbanes-Oxley Section 404 attestation services, comfort letter fees in connection with the June 2016 public offerings and other filings with the SEC.

(2)

Audit-related fees consist of fees for audits of our employee benefit plans, and fees for due diligence and a re-audit related to the acquisition of PCB.

(3)

Tax fees consist of fees for tax compliance and tax consultation services.

(4)

There were no other fees in fiscal 2016 or fiscal year 2015.
The amounts in the table include out-of-pocket expenses incurred by KPMG. The Audit Committee pre-approved all non-audit services described in the table. The Audit Committee has determined
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that the provision of the services identified in the table is compatible with maintaining the independence of KPMG.
Pre-Approval Policy
The Audit Committee's current practice on pre-approval of services performed by the independent registered public accounting firm is to require pre-approval of all audit services and permissible non-audit services. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the firm's independence. In addition, the Audit Committee has delegated authority to grant certain pre-approvals to the Audit Committee Chair. Pre-approvals granted by the Audit Committee Chair are reported to the full Audit Committee at its next regularly scheduled meeting.
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