Schedule 14A


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May I attend the 2016 Annual Meeting?

Only holders of the Company’s shares as of the record date are entitled to attend the 2016 Annual Meeting. Family members are welcome to accompany you to the 2016 Annual Meeting. If you are a shareholder of record, please be prepared to provide proper identification, such as a driver’s license or state identification card. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the record date. No cameras, recording equipment, large bags, briefcases or packages will be permitted into the 2016 Annual Meeting.

Where and when will I be able to find the voting results?

You can find the official results of the voting at the 2016 Annual Meeting in our Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the “ SEC ”) within four business days after the 2016 Annual Meeting. If the official results are not available at that time, we will provide preliminary

 

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voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as practicable after they become available.

What is the Company’s Internet address?

The Company’s Internet address is www.pery.com. You can access this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016, as amended, at this Internet address. The Company’s filings with the SEC are available free of charge via a link from this address. Unless expressly indicated otherwise, information contained on our website is not part of this proxy statement. In addition, none of the information on the other websites listed in this proxy statement is part of this proxy statement. These website addresses are intended to be inactive textual references only.

How can I obtain additional copies of these materials or copies of other documents?

Complete copies of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 30, 2016, are also available on our website at www.pery.com. You may also contact our corporate secretary for additional copies.

PROPOSAL 1 – ELECTION OF DIRECTORS

During the fiscal year ended January 30, 2016 (“Fiscal 2016”), the Board of Directors unanimously approved an increase in the size of the board from seven directors to eight directors. Our Fourth Restated Articles of Incorporation provide that the Board of Directors be divided into three classes. Each class of directors serves a staggered three-year term. George Feldenkreis, Jane E. DeFlorio and Joe Arriola hold office until the 2016 Annual Meeting. Concurrently with the expansion of the Board of Directors from seven directors to eight directors, Joe Arriola was appointed to the class of directors to hold office until the 2016 Annual Meeting and J. David Scheiner and Alexandra Wilson hold office until the 2017 Annual Meeting. Oscar Feldenkreis, Bruce J. Klatsky and Michael W. Rayden hold office until the 2018 Annual Meeting.

At the 2016 Annual Meeting, three (3) directors will be elected by the shareholders to serve until the 2019 Annual Meeting to be held in 2019, or until their successors are duly elected and qualified. Your board is pleased to nominate for election as directors, George Feldenkreis, Jane E. DeFlorio and Joe Arriola. We believe our three director nominees have the integrity, knowledge, breadth of relevant and diverse experience and commitment necessary to navigate our company through the complex and dynamic business environment in which we operate and to deliver superior value to our shareholders. Each of our three director nominees was recommended by the Corporate Governance and Nominating Committee to the board, which unanimously approved their nomination. The recommendations of your board are based on its carefully considered judgment that the experience, record and qualifications of each of the nominees make them the best candidates to serve on the board.

The nominees recommended by your board have consented to serving as nominees for election to the board, to being named in this proxy statement and to serving as members of the board if elected by the Company’s shareholders. As of the date of this proxy statement, the Company has no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the board upon the recommendation of its Corporate Governance and Nominating Committee may designate substitute nominees, in which event the shares represented by proxies returned to us will be voted for such substitute nominees. If any substitute nominees are so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable rules promulgated by the SEC.

 

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The accompanying proxy card will not be voted for anyone other than the board’s nominees or designated substitutes. Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect George Feldenkreis, Jane E. DeFlorio and Joe Arriola to the board, unless, by marking the appropriate space on the accompanying proxy card, the shareholder instructs that he, she or it withholds authority from the proxy holder to vote.

Nominees

The persons nominated as directors are as follows:

 

 

 

 

 

 

 

 

 

 

Name

 

Age

  

Position with the Company

 

Current

Term Expires

 

Term of  Class

Expires

George Feldenkreis

 

80

  

Executive Chairman of the Board

 

2016

 

2019

Jane E. DeFlorio(1)(2)(3)

 

45

  

Lead Independent Director

 

2016

 

2019

Joe Arriola (1)(3)

 

68

  

Director

 

2016

 

2019

 

(1)

Member of Corporate Governance and Nominating Committee.

(2)

Member of Audit Committee.

(3)

Member of Investment Committee.
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Related:

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Schedule 14A iconSchedule 14A

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Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A




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