Schedule 14A




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STOCKHOLDER ACTIONS

Described below are the proposals that are included on the enclosed proxy card and will be on the ballot at the Annual Meeting, and any adjournments or postponements thereof.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company’s Bylaws provide for the annual election of Directors. The Company’s Bylaws also provide that the number of Directors shall be determined by the Board, which is currently set at seven Directors in three classes. At the Annual Meeting, the term of the class of directors consisting of John H. Fain, John E. Fuller and David N. Roberts will expire, and the names of John H. Fain and David N. Roberts will be placed on the ballot for re-election. John E. Fuller will not be seeking re-election. To be elected as a Director, a nominee must receive the affirmative vote of a plurality of the votes cast. In an uncontested election, any nominee for Director who receives a greater number of “withheld” votes than “for” votes is required to tender his or her resignation for consideration by the Nominating and Corporate Governance Committee of the Board of Directors.

PROPOSAL 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Company will again be presenting a proposal which gives stockholders the opportunity to approve, on a non-binding advisory basis, the compensation of its NEOs as described in the Proxy Statement. The affirmative vote of a majority of the shares of common stock presented, in person or by proxy, at a meeting at which a quorum is present, is required to approve the compensation of the Company’s NEOs as disclosed in the Proxy Statement. Under Delaware law, abstentions are counted as shares present and entitled to vote at the meeting. Therefore, abstentions will have the same effect as a vote “against” the advisory vote to approve. While this vote is advisory in nature and therefore will not bind the Company to take any particular action, the Compensation Committee of the Board will continue to consider the results from this year’s and future advisory votes regarding executive compensation.

PROPOSAL 3

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2013 requires the affirmative vote of a majority of the shares of common stock presented, in person or by proxy, at a meeting at which a quorum is present. Under Delaware law, abstentions are counted as shares present and entitled to vote at the meeting. Therefore, abstentions will have the same effect as a vote “against” the ratification of the Company’s independent registered public accounting firm. The Audit Committee evaluates the performance of the Company’s independent registered public accounting firm each year and determines whether to reengage the current audit firm or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ technical expertise and their knowledge of the Company’s global operations and industry.

PROPOSAL 4

APPROVAL OF 2013 OMNIBUS INCENTIVE PLAN

The Board of Directors has approved, subject to stockholder approval, an Omnibus Incentive Plan. The 2013 Omnibus Incentive Plan as proposed is attached as Appendix A to this Proxy Statement. The purpose of the 2013 Omnibus Incentive Plan is to allow the Company to provide key employees incentives in the form of long-term compensation awards, such as stock options, deferred stock units and restricted stock. Approval of the 2013 Omnibus Incentive Plan requires the affirmative vote of a majority of the shares of common stock represented, in person or by proxy, at a meeting at which a quorum is present.

PROPOSAL 5

APPROVAL OF 2013 NON-EQUITY INCENTIVE PLAN

The Board of Directors has approved, subject to stockholder approval, the 2013 Annual Non-Equity Incentive Plan (the “2013 Non-Equity Incentive Plan”). Pursuant to our 2013 Non-Equity Incentive Plan, we may provide annual performance-incentive bonuses to our NEOs. Non-equity incentive awards paid, if any, are tied to the achievement of certain pre-defined financial and other business performance goals. The 2013 Non-Equity Incentive Plan is a mechanism to provide annual incentive compensation tied to performance and to preserve the deductibility of this compensation in accordance with Section 162(m) of the Internal Revenue Code and related regulations. The 2013 Non-Equity Incentive Plan as

 

Notice of Annual Meeting of Stockholders and 2013 Proxy Statement |viii
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proposed is attached as Appendix B to this Proxy Statement. Approval of the 2013 Non-Equity Incentive Plan proposal requires the affirmative vote of a majority of the shares of common stock represented, in person or by proxy, at a meeting at which a quorum is present. Abstentions and broker non-votes will not be counted in determining the number of votes cast for this proposal.

TABLE OF CONTENTS

 

 

 

 

 

 

Voting Instructions and Information

  

 

1

  

Who May Vote

  

 

1

  

Matters to be Presented

  

 

1

  

Costs of Proxy Solicitation

  

 

1

  

Attending the Annual Meeting

  

 

1

  

Revoking Your Proxy

  

 

1

  

Quorum and How Votes Are Counted

  

 

2

  

Voting Your Proxy

  

 

2

  

Broker Non-Votes

  

 

2

  

How to Vote

  

 

2

  

Voting Results

  

 

3

  

Board Recommendations

  

 

3

  

Proposal 1: Election of Directors

  

 

4

  

Director Criteria, Qualifications and Experience

  

 

4

  

Director Nominees

  

 

7

  

Committees of the Board of Directors

  

 

11

  

Corporate Governance

  

 

14

  

Director Attendance

  

 

14

  

Director Independence

  

 

14

  

Independent Director Meetings

  

 

15

  

Board Leadership

  

 

15

  

Board Risk Oversight

  

 

15

  

Communication with Directors

  

 

16

  

Policies for Approval of Related Person Transactions

  

 

17

  

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

  

 

18

  

Named Executive Officers

  

 

19

  




 

 

 

 

 

Proposal 3: Ratification of the Independent Registered Public Accounting Firm

  

 

20

  

Proposal 4: Approval of 2013 Omnibus Incentive Plan

  

 

21

  

Proposal 5: Approval of 2013 Annual Non-Equity Incentive Plan

  

 

28

  

Report of the Audit Committee

  

 

31

  

Security Ownership of Management and Directors

  

 

31

  

Security Ownership of Certain Beneficial Owners

  

 

32

  

Compensation of Directors

  

 

33

  

Compensation Discussion and Analysis

  

 

35

  

Compensation Committee Report

  

 

53

  

2012 Summary Compensation Table

  

 

54

  

Grants of Plan-Based Awards

  

 

55

  

Outstanding Equity Awards

  

 

56

  

2012 Stock Vested

  

 

57

  

Post-Employment Compensation Arrangements

  

 

58

  

Estimated Post-Employment Payments and Benefits

  

 

59

  

Submission of Stockholder Proposals

  

 

60

  

Electronic Delivery of Proxy Materials

  

 

60

  

Annual Report on Form 10-K

  

 

60

  

Stockholder List

  

 

60

  

Appendix A: 2013 Omnibus Incentive Plan

  

 

61

  

Appendix B: 2013 Annual Non-Equity Incentive Plan

  

 

75

  

 

 

Notice of Annual Meeting of Stockholders and 2013 Proxy Statement |ix
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