|
☐ Preliminary Proxy Statement
|
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒ Definitive Proxy Statement
|
☐ Definitive Additional Materials
|
☐ Soliciting Material Pursuant to §240.14a -12
|
|
ANIXTER INTERNATIONAL INC.
|
|
(Name of Registrant as Specified In Its Charter)
|
|
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
Payment of Filing Fee (Check the appropriate box):
|
|
☒ No fee required.
|
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
|
1) Title of each class of securities to which transaction applies:
|
|
2) Aggregate number of securities to which transaction applies:
|
|
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
4) Proposed maximum aggregate value of transaction:
|
|
5) Total fee paid:
|
|
|
☐ Fee paid previously with preliminary materials.
|
|
|
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
1) Amount Previously Paid:
|
|
2) Form, Schedule or Registration Statement No.:
|
|
3) Filing Party:
|
|
4) Date Filed:
|
|
|
|
|
SEC 1913 (11-01)
|
|
Persons who are to respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
|
(1)
|
to elect 14 directors nominated by the Board of Directors;
|
(2)
|
to hold an advisory vote to approve executive compensation;
|
(3)
|
to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year 2019; and
|
(4)
|
to transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.
|
1.
|
Election to our Board of Directors of the 14 nominees named in this Proxy Statement (Proposal 1);
|
2.
|
Approval, on an advisory basis, of the compensation of our named executive officers, which we refer to as “Say on Pay” (Proposal 2); and
|
3.
|
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Proposal 3).
|
•
|
In Person
. You may vote your shares of common stock in person at the meeting.
|
•
|
By Mail
. You may vote by proxy by signing and dating the enclosed proxy card and returning it by mail.
|
•
|
By Telephone
. You may vote by proxy by calling the toll-free number found on the proxy card.
|
•
|
Via the Internet
. You may vote by proxy via the Internet by following the instructions on the proxy card.
|
•
|
delivering to us a written notice of revocation prior to or at the meeting,
|
•
|
submitting a later dated proxy by mail, telephone or the Internet, or
|
•
|
attending the meeting and voting your shares in person.
|
Name and Age
|
Qualifications, Experience and Biographical Information
|
Lord James Blyth, 78.............
|
Director since 1995; Chairman since May 2014 of Greycastle Holdings Ltd., a reinsurance business; Senior Advisor from 2007 to 2014, Vice Chairman from 2004 to 2007 and Partner from 2002 to 2004 of Greenhill and Co. Inc., an investment bank; Vice Chairman of MiddleBrook Pharmaceuticals, Inc. from 2008 to 2010; Chairman from 2000 to 2008 of Diageo plc, a global premium beverage company.
Lord Blyth brings to the Board important perspectives in the areas of international business, compensation and governance through his leadership of large multinational companies. He was the former Chief Executive and then Chairman of The Boots Company, a UK-based company involved in retailing, manufacturing and property. His experience on multiple boards provides an important global perspective on management and governance issues, and his experience and stature in the U.K. business community contributes to the Board’s diversity of experience and viewpoints. Lord Blyth is one of the Audit Committee financial experts.
|
Name and Age
|
Qualifications, Experience and Biographical Information
|
Frederic F. Brace, 61...........
|
Director since 2009; Chairman and Chief Executive Officer since 2012 of Beaucastel LLC, a consulting company; Director, President and Chief Executive Officer from 2015 to 2017 of Midstates Petroleum Company, Inc., an exploration and production company (in April 2016, Midstates Petroleum Company, Inc. filed for protection under Chapter 11 of the Bankruptcy Code; it emerged from bankruptcy in October 2016); President from January 2014 to December 2014 of Niko Resources Ltd., an exploration and production company; various executive officer positions from 2010 to March 2012 at The Great Atlantic & Pacific Tea Company, a retail food business (in December 2010, The Great Atlantic & Pacific Tea Company filed for protection under Chapter 11 of the Bankruptcy Code; it emerged from bankruptcy in March 2012); Executive Vice President and Chief Financial Officer from 2002 to 2008 and various senior management positions since 1988 of UAL Corporation, an air transportation company. Director of iHeartMedia, Inc.; former director of Midstates Petroleum Company, Inc., Niko Resources, Edison Mission Energy and The Standard Register Company.
Mr. Brace’s experience as a Chief Executive Officer, Chief Financial Officer and head of strategy for several large public companies augments the Board’s insight into our financial and strategic performance. He also serves as Chairman of the Audit Committee of iHeartMedia, Inc. Mr. Brace is one of the Audit Committee financial experts.
|
Linda Walker Bynoe, 66.....
|
Director since 2006; President and Chief Executive Officer since 1995 of Telemat Ltd., a project management and consulting firm, and Chief Operating Officer from 1989 to 1995. Director of Prudential Retail Mutual Funds and Northern Trust Corporation; Trustee of Equity Residential; former director of Simon Property Group, Inc. Ms. Bynoe served as a Vice President-Capital Markets for Morgan Stanley from 1985 to 1989, joining the firm in 1978.
Ms. Bynoe’s experience as a director of other large public companies and in management consulting, accounting, strategic planning and corporate governance assists the Board in setting the strategic direction of the company and in adopting sound internal control and governance practices. She is one of the Audit Committee financial experts and chairs the Nominating and Governance Committee.
|
Robert J. Eck, 60.................
|
Director since 2008; Chief Executive Officer from 2008 to 2018, and President from July 2008 to June 2017, of the company and of Anixter Inc., a subsidiary of the company; various executive and senior management positions since 1990 of Anixter Inc. Director of Ryder System, Inc. since 2011 and a member of the Board of Trustees for Marquette University since September 2014.
Through his long tenure with our company in a variety of leadership roles, Mr. Eck has unique knowledge and insight into the complexities of our businesses, competitive and financial positions, and strategic opportunities and challenges. As the Chief Executive Officer of our company for 10 years, Mr. Eck presided over substantial growth in revenues and profitability, and expansion in geographic scope, service offerings and product line. He is a key contributor to the Board’s evaluation of the company’s strategic plans.
|
Name and Age
|
Qualifications, Experience and Biographical Information
|
William A. Galvin, 56.........
|
Director since 2018; President and Chief Executive Officer since July 2018; President and Chief Operating Officer from July 2017 to July 2018; Executive Vice President - Network and Security Solutions from 2007 to June 2017 of the company and of Anixter Inc., a subsidiary of the company; various executive and senior management positions since 1987 of Anixter Inc.
Mr. Galvin has over 31 years of experience with the company in a wide variety of roles. As President and Chief Executive Officer, he brings detailed knowledge about our capabilities and initiatives, thereby facilitating the Board’s role in setting strategic direction. |
F. Philip Handy, 74.............
|
Director since 1986; a private investor; Founder and Chief Executive Officer since 1980 of Winter Park Capital, an investment firm; Chief Executive Officer from 2001 to 2015 of Strategic Industries, LLC, a diversified global manufacturing enterprise; Board member of several non-profit organizations including Excellence in Education National and The McCain Institute; former director of Owens Corning, Inc., Ignite Restaurant Group, Inc., the Florida State Board of Education, WCI Communities, Inc., Rewards Network Inc., the National Board for Education Sciences, Lighting Science Group and Stand for Children.
Mr. Handy’s role as the Chief Executive Officer of a global manufacturer adds to the Board’s international perspective. His previous membership on the compensation committee of another large public company provides additional perspective to our Compensation Committee, which he chairs. Mr. Handy has formerly served as vice-chairman of the Board of the National Board for Education Sciences and the chairman of the Florida State Board of Education. His involvement with public policy issues contributes to the Board’s diversity of experience and viewpoints.
|
Melvyn N. Klein, 77...........
|
Director since 1985; a private investor; Founder of Melvyn N. Klein Interests; President from 1987 until 2008 of JAKK Holding Corp., the managing general partner of the investment partnership GKH Partners, L.P.; Attorney and counselor-at-law since 1968; Director and Chairman of the Board of Par Pacific Holdings, Inc. until January 2019 when he became Director and Chairman Emeritus; director of Harbert, Inc. and JAKK Holding Corp.; former Chairman of the Board of Visitors of the M.D. Anderson Cancer Center.
Mr. Klein has served on the Board during the entire evolution of our strategy and has helped guide us through several challenging economic and financial periods. He has been the President and CEO of two American Stock Exchange listed companies: Altamil Corporation and Eskey, Inc. In addition, Mr. Klein had an integral role in successfully building a number of industry-leading companies, including Savoy Pictures Entertainment, Inc. (subsequently merged with IAC Interactive), Santa Fe Energy Resources, Inc. (subsequently merged in part with Chevron and in part with Devon Energy) and the predecessors of Tenet Healthcare Corporation, Archrock Inc. and Exterran Corp. Mr. Klein was appointed by President Reagan to the Executive Committee of the President’s Private Sector Survey on Cost Control in the Federal Government (Grace Commission) and by President Clinton to the U.S. State Department’s Advisory Committee on International Economic Policy. He has been a member (since 1996) and a director (since 1997) of the Horatio Alger Association of Distinguished Americans. His education as an attorney and experience in government and as an entrepreneur, corporate leader and investor, and his extensive public company board experience, assist the Board in its risk evaluation, corporate governance and oversight role. Mr. Klein’s experience and accomplishments in building businesses, including a number of industry leading companies and his experience in senior positions within the public sector adds depth and perspective to the Board. Mr. Klein chairs our Audit Committee and is one of its financial experts.
|
Name and Age
|
Qualifications, Experience and Biographical Information
|
William S. Simon, 59..........
|
Director since 2019; Senior Advisor since 2014 to KKR, an investment firm, and President since 2014 of WSS Venture Holdings, LLC, a consulting and investment company; President and Chief Executive Officer from 2010 to 2014 and Chief Operating Officer from 2007 to 2010, of Walmart U.S., a leading retail corporation; director of Darden Restaurants, Inc. and Chico’s FAS Inc.; former director of Agrium, Inc.
Mr. Simon brings to the Board extensive operational experience as the President, Chief Executive Officer and Chief Operating Officer of a leading complex global company. He has experience serving on multiple public company boards.
|
Charles M. Swoboda, 52.....
|
Director since 2019; President since 2017 of Cape Point Advisors, LLC, a private consulting company; Chief Executive Officer from 2001 to 2017, Chairman of the Board of Directors from 2005 to 2017, and director from 2000 to 2017 of Cree Inc., a publicly traded manufacturer of semiconductors and lighting products.
Mr. Swoboda was formerly the Chairman and Chief Executive Officer of a public company with 17 years of experience serving on the board of a public company. He brings to the Board extensive experience in technology and strategic planning, with deep expertise of the electrical and lighting businesses.
|
Samuel Zell, 77...................
|
Director since 1984, Chairman of the Board of Directors of the company since 1985; Founder and Chairman since 1968 of Equity Group Investments, a private investment company; Chairman of the Board of Trustees since May 2014 of Equity Commonwealth, an equity real estate investment trust (REIT) that owns and operates office properties; Chairman of the Board since September 2005, Director since 1999, and President, Chairman and Chief Executive Officer from July 2002 until December 2004, of Covanta Holding Corporation, an energy-from-waste company. Mr. Zell is also Founder and Chairman of the Board of Equity Lifestyle Properties, Inc., a manufactured home community and resort REIT; Founder and Chairman of the Board of Trustees of Equity Residential, an apartment REIT
. Mr. Zell is the father-in-law of Scott R. Peppet.
Mr. Zell is an active investor in public and private companies around the world. He is a well-known figure in the finance, corporate and real estate sectors and he provides companies in which he invests with strategic direction and access to a network of resources across a broad range of industries. Mr. Zell is affiliated with our largest investor and as Chairman strongly promotes the creation of long-term stockholder value.
|
•
|
be market competitive to attract and retain talented executives
|
•
|
recognize sustained above-market performance
|
•
|
motivate continuing improvement and future performance at above-market levels relative to competitive peer group companies
|
•
|
drive the achievement of specific strategic objectives designed to enhance long term stockholder value creation
|
•
|
encourage prudent levels of business risk to meet our short and long term performance goals
|
•
|
promote ownership in the company at a reasonable cost to our stockholders
|
•
|
be transparent and understandable to the participants and our stockholders
|
•
|
be consistent with our corporate governance principles
|
•
|
is overseen by an independent Compensation Committee
|
•
|
benchmarks primary components of compensation (salary, cash compensation and total compensation), targeting a range around the 50th percentile of compensation paid to executives at a comparison group of companies
|
•
|
allows for compensation recoupment (“clawback”) in the event of financial restatements
|
•
|
has stock ownership guidelines for senior executives
|
•
|
incorporates a three or four-year vesting period for nearly all equity awards to emphasize long term performance
|
•
|
does not provide guaranteed increases in salary, annual incentive awards or long term equity incentives
|
•
|
provides annual incentive awards based solely on performance
|
•
|
employs all executive officers “at will,” with termination benefits only paid on a Change in Control resulting in a qualifying termination or in certain other limited circumstances, such as in connection with a merger or acquisition
|
•
|
provides retirement benefits through defined contribution savings vehicles
|
•
|
does not provide tax reimbursement on perquisites for named executive officers, with the exception of relocation expenses
|
•
|
does not allow re-pricing or replacing of outstanding options or stock appreciation rights
|
•
|
does not provide guaranteed annual incentives to senior executives
|
Name
|
|
Executive
Committee
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Nominating and
Governance
Committee
|
Lord James Blyth
|
|
—
|
|
Member
|
|
Member
|
|
Member
|
Frederic F. Brace
|
|
—
|
|
Member
|
|
Member
|
|
Member
|
Linda Walker Bynoe
|
|
Member
|
|
Member
|
|
Member
|
|
Chair
|
Robert J. Eck
|
|
—
|
|
—
|
|
—
|
|
—
|
F. Philip Handy
|
|
Member
|
|
—
|
|
Chair
|
|
Member
|
Melvyn N. Klein
|
|
Member
|
|
Chair
|
|
Member
|
|
Member
|
Jamie Moffitt
|
|
—
|
|
Member
|
|
Member
|
|
Member
|
George Muñoz
|
|
—
|
|
—
|
|
Member
|
|
Member
|
Scott R. Peppet
|
|
—
|
|
—
|
|
—
|
|
—
|
Valarie L. Sheppard
|
|
—
|
|
Member
|
|
Member
|
|
Member
|
William S. Simon
|
|
—
|
|
—
|
|
Member
|
|
Member
|
Stuart M. Sloan
|
|
—
|
|
—
|
|
Member
|
|
Member
|
Charles M. Swoboda
|
|
—
|
|
—
|
|
Member
|
|
Member
|
Samuel Zell
|
|
Chair
|
|
—
|
|
—
|
|
—
|
•
|
the integrity of our financial statements
|
•
|
our compliance with legal and regulatory requirements
|
•
|
the qualifications and independence of our independent registered public accounting firm
|
•
|
the performance of our independent registered public accounting firm and our internal audit function
|
•
|
annually determine that the Chief Executive Officer’s compensation is appropriately linked to corporate objectives, evaluate the Chief Executive Officer’s performance in light of those objectives, and set the Chief Executive Officer’s compensation based on this evaluation
|
•
|
annually review and approve the compensation of our other senior executives, including the named executive officers
|
•
|
select the companies included in the comparison group for senior executive compensation levels, incentive design practices and relative performance
|
•
|
retain overall responsibility for approving, evaluating, modifying, monitoring and terminating our compensation and benefit plans, policies and programs, including all employment, severance and Change in Control agreements, supplemental benefits and perquisites in which executives subject to the Compensation Committee’s review participate
|
•
|
recommend new or modified cash or equity-based incentive plans to the Board
|
•
|
recommend the form and amount of compensation for non-employee directors to the Board
|
•
|
review and discuss with management the Compensation Discussion and Analysis prepared by management and, based on its review and discussions, recommend to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K and Proxy Statement
|
•
|
review and discuss with management its risk review of compensation programs for senior executives and the broader employee group
|
•
|
review and discuss with management recent Say on Pay vote results
|
Robert J. Eck
|
Former Chief Executive Officer (Retired June 2018)
|
William A. Galvin
|
President and Chief Executive Officer
|
Theodore A. Dosch
|
Executive Vice President - Finance and Chief Financial Officer
|
Robert M. Graham
|
Executive Vice President - Electrical & Electronic Solutions
|
Justin C. Choi
|
Executive Vice President - General Counsel and Secretary
|
William C. Geary II
|
Executive Vice President - Network & Security Solutions
|
•
|
The base salaries for each of the named executive officers were increased for 2018, based on the Compensation Committee’s assessment of the individual’s performance, new responsibilities, potential for advancement and tenure. Mr. Eck served as our Chief Executive Officer until his retirement on June 30, 2018. His base salary was increased 3.0% to $1,030,000, placing him at approximately 12.0% above the 50
th
percentile of salaries paid to CEOs of peer companies. In connection with his promotion to President and Chief Executive Officer on July 1, 2018, Mr. Galvin’s base salary was increased 28.0% to $800,000. This increase placed him at approximately 13.0% below the 50
th
percentile of salaries paid to CEOs of peer companies. The base salaries of the other named executive officers saw increases ranging from 3.2% to 7.1%, placing them at 23.5% below to 8.3% above the 50
th
percentile of the range of base salaries for comparable executives at peer companies.
The statistics which follow reflect Mr. Galvin’s compensation in his new role of President and Chief Executive Officer.
|
•
|
We provided our executives with annual incentive award plans under our Management Incentive Plan that are designed to reward performance that supports our short-term performance goals. Consistent with recent practice, these awards were based on the executives meeting certain annual performance objectives approved by the Compensation Committee, including our achievement of certain specified operating profit and rate of return on tangible capital, as well as the achievement of other quantitative or qualitative individual goals. The annual performance objectives are determined so that target total cash compensation of each named executive officer is generally a range around the 50
th
percentile of the range of total cash compensation provided to similarly situated executives in peer companies. The target amounts set for the named executive officers for 2018 provided target total cash compensation ranging from 11.2% below to 24.6% above the 50
th
percentile.
|
•
|
In March 2018, all named executive officers received an equity grant consisting of a combination of RSUs and PRSUs. Mr. Galvin also received an equity grant of RSUs and PRSUs in July 2018 in connection with his promotion to President and Chief Executive Officer. These grants are shown in the Summary Compensation Table and the Grants of Plan-Based Awards Table in this Proxy Statement.
|
|
Consistent with past practice, we provided annual equity-based awards to our named executive officers so that their total compensation is a range around the 50
th
percentile of the total compensation provided to similarly situated executives in peer companies. We believe that the use of equity-based awards as a substantial part of compensation aligns the economic interests of the named executive officers with those of our stockholders and ensures that they maintain focus on the goal of enhancing long-term value for stockholders. Target total compensation for the named executive officers ranged from 18.3% below to 27.5% above the 50
th
percentile.
|
•
|
be market competitive to attract and retain talented executives
|
•
|
recognize sustained above-market performance
|
•
|
motivate continuing improvement and future performance at above-market levels relative to competitive peer group companies
|
•
|
drive the achievement of specific strategic objectives designed to enhance long term stockholder value creation
|
•
|
encourage prudent levels of business risk to meet our short and long term performance goals
|
•
|
promote ownership in the company at a reasonable cost to our stockholders
|
•
|
be transparent and understandable to the participants and our stockholders
|
•
|
be consistent with our corporate governance principles
|
Acuity Brands, Inc.
|
Henry Schein, Inc.
|
Sanmina Corporation
|
Applied Industrial Technologies, Inc.
|
MSC Industrial Direct Co., Inc.
|
Univar Inc.
|
Belden Inc.
|
Owens & Minor, Inc.
|
Watsco, Inc.
|
Essendant Inc.
|
Patterson Companies, Inc.
|
WESCO International, Inc.
|
Fastenal Company
|
R.R. Donnelly & Sons Company
|
W.W. Grainger, Inc.
|
Genuine Parts Company
|
|
|
Mr. Eck:
|
Continue working with the CEO successor to ensure a smooth transition. Coach and mentor the EVP Networking & Security Solutions (NSS) to help further his development as leader of the NSS business. Continue to evaluate acquisition targets and evolving technology.
|
Mr. Galvin:
|
Continue to lead efficiency programs to drive investment and profitability. Work with the CFO and the business unit leaders to develop a pipeline of tuck-in acquisition opportunities. Develop an improved inbound global supply chain strategy. Work with the leadership team on growth strategies in the US market including driving all solutions into and through all selling organizations.
|
Mr. Dosch:
|
Lead capital structure planning and initiatives to ensure appropriate liquidity for the business to manage both interest expense and currency exposure to achieve leverage and debt to total capital metric targets. Meet debt covenants while maintaining flexibility. Lead M&A initiatives including due diligence, negotiations and integration planning. Provide leadership for systems innovation including the development of a long-term plan. Continue to develop the global finance team with specific emphasis on recruiting new talent.
|
Mr. Graham:
|
Accelerate penetration into the commercial construction market to drive continued growth of the global Electrical & Electronic (EES) business. Continue to improve efficiency in the global EES business so it can operate profitably in the volatile copper market and also deliver strong operating leverage. Provide strategic participation and guidance with our support organizations within Anixter as well as the NSS and Utility Power Solutions (UPS) segments. Drive global expansion opportunities in new customer segments. Build solutions across the EES business that both enhances margin and positions Anixter as a market leader.
|
Mr. Choi:
|
Implement new global contract management life cycle platform. Provide public company and corporate governance education to senior leaders in business units and corporate functions. Provide training to the global sales teams in ways to mitigate and/or better manage commercial risk.
|
Mr. Geary:
|
Successfully complete transition and integration of Tri-Ed and Clark. Drive growth of the global AV strategy. Drive growth with largest suppliers. Provide strategic participation and guidance with our support organizations within Anixter as well as the UPS and EES segments.
|
|
|
Robert J. Eck
|
|
William A. Galvin
|
|
Theodore A. Dosch
|
|
Robert M. Graham
|
|
Justin C. Choi
|
|
William C. Geary II
|
Target Incentive ......................................
|
|
$1,300,000
(1)
|
|
$762,500
(2)
|
|
$600,000
|
|
$370,000
|
|
$330,000
|
|
$300,000
|
Financial Performance Goals:
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Operating Profit ...........................................
|
|
38%
|
|
38%
|
|
38%
|
|
25%
|
|
40%
|
|
25%
|
Worldwide Return on Tangible Capital …......................................
|
|
37%
|
|
37%
|
|
37%
|
|
|
|
35%
|
|
|
Global Network & Security Solutions Operating Profit …………………..........……........
|
|
|
|
|
|
|
|
|
|
|
|
30%
|
Global Network & Security Solutions Return on Tangible Capital ……………............….…
|
|
|
|
|
|
|
|
|
|
|
|
20%
|
Global Electrical & Electronic Solutions Operating Profit …………………..............…........
|
|
|
|
|
|
|
|
30%
|
|
|
|
|
Global Electrical & Electronic Solutions Return on Tangible Capital ……………...…...............
|
|
|
|
|
|
|
|
20%
|
|
|
|
|
Individual Objectives ....................................
|
|
25%
|
|
25%
|
|
25%
|
|
25%
|
|
25%
|
|
25%
|
(1)
|
In connection with Mr. Eck’s retirement on June 30, 2018, the Compensation Committee authorized a pro rata payment of his annual incentive, based on actual performance and goal attainment through June 2018.
|
(2)
|
As a result of the promotion of Mr. Galvin to President and Chief Executive Officer effective July 1, 2018, and the related increase in base salary, his annual target incentive opportunity increased to equal 125% of his salary. The new prorated target incentive is reflected above. The financial performance goals and assigned weightings did not change.
|
Worldwide Operating Profit Tiers
|
Multiplier
|
Actual
Performance
|
% Attainment
of Target
|
Actual % of Target
Incentive Paid
|
|
|
$312,281,000
|
95.7%
|
.79%
|
Less than $276,274,000
|
.0
|
|
|
|
$276,274,000
|
.25
|
|
|
|
$326,266,000
|
1.0
|
|
|
|
$349,594,000 or more
|
1.5
|
|
|
|
Worldwide Return on
Tangible Capital Tiers
|
Multiplier
|
Actual
Performance
|
% Attainment
of Target
|
Actual % of Target
Incentive Paid
|
|
|
22.1%
|
90.9%
|
.48%
|
Less than 21.1%
|
.0
|
|
|
|
21.1%
|
.25
|
|
|
|
24.3%
|
1.0
|
|
|
|
26.3% or more
|
1.5
|
|
|
|
Global NSS Operating Profit Tiers
|
Multiplier
|
Actual
Performance
|
% Attainment
of Target
|
Actual % of Target
Incentive Paid
|
|
|
$273,028,000
|
92.8%
|
.64%
|
Less than $250,062,000
|
.0
|
|
|
|
$250,062,000
|
.25
|
|
|
|
$294,193,000
|
1.0
|
|
|
|
$314,786,000 or more
|
1.5
|
|
|
|
Global NSS Return on
Tangible Capital Tiers
|
Multiplier
|
Actual
Performance
|
% Attainment
of Target
|
Actual % of Target
Incentive Paid
|
|
|
35.5%
|
84.5%
|
0.0%
|
Less than 36.5%
|
.0
|
|
|
|
36.5%
|
.25
|
|
|
|
42.0%
|
1.0
|
|
|
|
44.8% or more
|
1.5
|
|
|
|
Global EES Operating
Profit Tiers
|
Multiplier
|
Actual
Performance
|
% Attainment
of Target
|
Actual % of Target
Incentive Paid
|
|
|
$132,366,000
|
113.6%
|
1.50%
|
Less than $101,970,000
|
.0
|
|
|
|
$101,970,000
|
.25
|
|
|
|
$116,510,000
|
1.0
|
|
|
|
$127,602,000 or more
|
1.5
|
|
|
|
Global EES Return on
Tangible Capital Tiers
|
Multiplier
|
Actual
Performance
|
% Attainment
of Target
|
Actual % of Target
Incentive Paid
|
|
|
27.1%
|
107.1%
|
1.43%
|
Less than 22.4%
|
.0
|
|
|
|
22.4%
|
.25
|
|
|
|
25.3%
|
1.0
|
|
|
|
27.4% or more
|
1.5
|
|
|
|
TSR Percentile Rank
|
Payout Percentage
|
75
th
Percentile and above......................................................................
|
150%
|
50
th
Percentile and above, up to 75
th
Percentile....................................
|
100%
|
25
th
Percentile and above, up to 50
th
Percentile....................................
|
50%
|
Below 25
th
Percentile............................................................................
|
0%
|
Name and Principal
Position
|
Year
|
Salary
($)
(1)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
(3)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(4)
|
All Other
Compensation
($)
(5)
|
Total ($)
|
||||||||||
Robert J. Eck
|
2018
|
515,000
|
|
(6)
|
1,808,417
|
|
791,554
|
|
256,360
|
|
(7)
|
1,565
|
|
(8)
|
6,875
|
|
3,379,771
|
|
Former Chief Executive Officer (Retired June 2018)
|
2017
|
1,000,000
|
|
|
3,273,224
|
|
—
|
|
1,331,250
|
|
|
588,951
|
|
|
10,996
|
|
6,204,421
|
|
2016
|
980,000
|
|
|
2,988,837
|
|
—
|
|
1,249,911
|
|
|
373,831
|
|
|
15,394
|
|
5,607,973
|
|
|
William A. Galvin
|
2018
|
712,500
|
|
|
1,962,794
|
|
—
|
|
574,010
|
|
|
11,464
|
|
(9)
|
7,511
|
|
3,268,279
|
|
President & Chief
Executive Officer |
2017
|
570,000
|
|
|
1,772,683
|
|
—
|
|
426,468
|
|
|
288,257
|
|
|
9,383
|
|
3,066,791
|
|
2016
|
525,000
|
|
|
708,179
|
|
—
|
|
418,320
|
|
|
165,971
|
|
|
11,588
|
|
1,829,058
|
|
|
Theodore A. Dosch
|
2018
|
650,000
|
|
|
1,354,799
|
|
—
|
|
451,680
|
|
|
31,502
|
|
(10)
|
8,888
|
|
2,496,869
|
|
Executive Vice
President - Finance & Chief Financial Officer
|
2017
|
615,000
|
|
|
1,218,104
|
|
—
|
|
578,875
|
|
|
35,735
|
|
|
9,791
|
|
2,457,505
|
|
2016
|
595,000
|
|
|
1,666,287
|
|
—
|
|
534,150
|
|
|
25,177
|
|
|
10,734
|
|
2,831,348
|
|
|
Robert M. Graham
|
2018
|
435,000
|
|
|
677,362
|
|
—
|
|
456,395
|
|
|
18,893
|
|
(11)
|
7,511
|
|
1,595,161
|
|
Executive Vice
President - Electrical & Electronic Solutions |
2017
|
420,000
|
|
|
609,051
|
|
—
|
|
371,700
|
|
|
99,155
|
|
|
7,599
|
|
1,507,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Justin C. Choi
|
2018
|
485,000
|
|
|
536,704
|
|
—
|
|
250,470
|
|
|
19,755
|
|
(12)
|
7,724
|
|
1,299,653
|
|
Executive Vice President - General Counsel & Secretary
|
2017
|
470,000
|
|
|
507,557
|
|
—
|
|
319,200
|
|
|
24,718
|
|
|
8,997
|
|
1,330,472
|
|
2016
|
455,000
|
|
|
791,503
|
|
—
|
|
309,690
|
|
|
11,925
|
|
|
8,200
|
|
1,576,318
|
|
|
William C. Geary II
|
2018
|
375,000
|
|
|
547,086
|
|
—
|
|
191,850
|
|
|
2,970
|
|
(13)
|
7,492
|
|
1,124,398
|
|
Executive Vice
President - Network & Security Solutions
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
—
|
|
(1)
|
The amounts in this column reflect salary earned by each named executive officer for the applicable year. 2018 annual salary increases were effective January 1, 2018. Mr. Galvin also received a salary rate increase on July 1 in connection with his promotion to President and Chief Executive Officer.
|
(2)
|
The amounts in these columns represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of the restricted stock unit awards and option awards granted to the named executive officers for each fiscal year shown. Prior to 2016, the annual restricted stock unit awards consisted only of time-based restricted stock units (RSUs). In 2016, 2017 and 2018, the annual awards consist of a combination of RSUs and performance-based restricted stock units (PRSUs) for each of our named executive officers. Mr. Galvin’s RSU and PRSU awards include the annual grant made on March 1, 2018 and an additional grant made on July 1, 2018 in connection with his promotion to President and Chief Executive Officer. In addition, with respect to Mr. Eck, the amount shown in the “Option Awards” column in 2018 reflects the incremental grant date fair value associated with the modification of his outstanding stock option awards to extend the exercise periods applicable thereto until their normal expiration dates, in connection with his retirement (and as summarized on page 42 of this Proxy Statement). There was no incremental grant date fair value associated with the modification of Mr. Eck's outstanding RSU and PRSU awards to provide that they will remain outstanding and will vest in accordance with their original terms, in connection with his retirement. For an explanation of assumptions used in valuing the awards, see Note 10 to the Consolidated Financial Statements contained in our 2016 Form 10-K and 2017 Form 10-K and Note 8 to the Consolidated Financial Statements contained in our 2018 Form 10-K. Stock options have not been granted since 2013.
|
Name
|
|
Maximum Value of
PRSU Awards ($)
|
|
Robert J. Eck
|
|
1,437,678
|
|
William A. Galvin
|
|
1,444,132
|
|
Theodore A. Dosch
|
|
725,680
|
|
Robert M. Graham
|
|
362,840
|
|
Justin C. Choi
|
|
287,460
|
|
William C. Geary II
|
|
293,034
|
|
(3)
|
The amounts in this column reflect the cash incentive payments we awarded under the Management Incentive Plan to each named executive officer for the fiscal years shown.
|
(4)
|
Amounts shown in this column include the annual change for the fiscal year in the actuarial present value of each executive’s accumulated benefit under all company defined benefit plans. See Note 7 to the Consolidated Financial Statements contained in our 2018 Form 10-K. This column also includes above market earnings on deferred compensation for the fiscal years shown.
|
(5)
|
For components of the amounts in this column, see the 2018 All Other Compensation table below.
|
(6)
|
Reflects salary paid through June 30, 2018, the date of Mr. Eck's retirement.
|
(7)
|
Reflects the pro rata bonus payment Mr. Eck received under the Management Incentive Plan based on the period of time employed and actual performance goal attainment.
|
(8)
|
Reflects the above market earnings on deferred compensation of $1,565. The actuarial present value of the accumulated benefit under all company defined benefit plans decreased by $164,345.
|
(9)
|
Reflects the above market earnings on deferred compensation of $11,464. The actuarial present value of the accumulated benefit under all company defined benefit plans decreased by $82,456.
|
(10)
|
Reflects the above market earnings on deferred compensation of $4,991. The actuarial present value of the accumulated benefit under all company defined benefit plans increased by $26,511.
|
(11)
|
Reflects the above market earnings on deferred compensation of $18,893. The actuarial present value of the accumulated benefit under all company defined benefit plans decreased by $22,618.
|
(12)
|
Reflects the above market earnings on deferred compensation of $8,085. The actuarial present value of the accumulated benefit under all company defined benefit plans increased by $11,670.
|
(13)
|
Reflects the above market earnings on deferred compensation of $2,970. The actuarial present value of the accumulated benefit under all company defined benefit plans decreased by $25,971.
|
Name
|
|
Company Contributions
to 401(k) Plan ($)
|
Robert J. Eck
|
|
6,875
|
William A. Galvin
|
|
7,511
|
Theodore A. Dosch
|
|
8,888
|
Robert M. Graham
|
|
7,511
|
Justin C. Choi
|
|
7,724
|
William C. Geary II
|
|
7,492
|
Name
|
|
Estimated Possible Payouts
under Non-Equity Incentive
Plan Awards
(2)
|
Estimated Future Payouts
under Equity Incentive
Plan Awards
(3)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
(4)
|
Grant Date
Fair Value of
Stock and
Option
Awards
($)
(5)
|
|||||||||||||
Grant
Date
|
Committee
Approval
Date
(1)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||
Robert J. Eck
(6)
|
|
|
325,000
|
|
1,300,000
|
|
1,950,000
|
|
|
|
|
|
|
|
|
|
—
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
5,674
|
|
11,348
|
|
17,022
|
|
|
|
958,452
|
|
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
11,348
|
|
849,965
|
|
|
5/24/2018
|
5/24/2018
|
|
|
|
|
|
|
|
791,554
|
|
|||||||
William A. Galvin
(7)
|
|
|
190,625
|
|
762,500
|
|
1,143,750
|
|
|
|
|
|
|
|
|
|
—
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
3,338
|
|
6,676
|
|
10,014
|
|
|
|
563,855
|
|
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
6,676
|
|
500,032
|
|
|
7/1/2018
|
5/24/2018
|
|
|
|
|
|
|
3,950
|
|
7,899
|
|
11,849
|
|
|
|
398,900
|
|
|
7/1/2018
|
5/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
7,899
|
|
500,007
|
|
Theodore A. Dosch
|
|
|
150,000
|
|
600,000
|
|
900,000
|
|
|
|
|
|
|
|
|
|
—
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
2,864
|
|
5,728
|
|
8,592
|
|
|
|
483,787
|
|
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
11,629
|
|
871,012
|
|
Robert M. Graham
|
|
|
92,500
|
|
370,000
|
|
555,000
|
|
|
|
|
|
|
|
|
|
—
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
1,432
|
|
2,864
|
|
4,296
|
|
|
|
241,893
|
|
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
5,814
|
|
435,469
|
|
Justin C. Choi
|
|
|
82,500
|
|
330,000
|
|
495,000
|
|
|
|
|
|
|
|
|
|
—
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
1,135
|
|
2,269
|
|
3,404
|
|
|
|
191,640
|
|
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
4,607
|
|
345,064
|
|
William C. Geary II
|
|
|
75,000
|
|
300,000
|
|
450,000
|
|
|
|
|
|
|
|
|
|
—
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
1,157
|
|
2,313
|
|
3,470
|
|
|
|
195,356
|
|
|
|
3/1/2018
|
2/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
4,696
|
|
351,730
|
|
(1)
|
The Compensation Committee generally approves equity awards at its February meeting to be granted on the following March 1. The Compensation Committee chose March 1 of each year as the general grant date in order to reduce the administrative burden of issuing shares on multiple dates each year as previously issued RSUs vested.
|
(2)
|
Payouts under the Management Incentive Plan were based on performance in 2018, which has now occurred. Thus, the amounts shown in the “Threshold,” “Target” and “Maximum” columns reflect the range of potential payouts when the performance goals were set earlier in 2018. Actual amounts paid under the Management Incentive Plan for 2018 are reflected in the Summary Compensation Table of this Proxy Statement as Non-Equity Incentive Plan Compensation.
|
(3)
|
The information in these columns shows the range of PRSUs that could be earned by the named executive officers under our Stock Incentive Plan. The actual number of PRSUs granted under the Stock Incentive Plan is listed in the “Target” column above. The payout of PRSUs can range from 50% of target threshold to a maximum of 150% of target depending on the level of achievement of the applicable performance goals for each performance cycle in the three-year performance period. See “RSUs/PRSUs” in this section for detailed discussion of PRSU awards.
|
(4)
|
RSUs generally vest in 1/3 increments during employment beginning on the second anniversary of the March 1, 2018 grant date.
|
(5)
|
Calculated in accordance with FASB ASC Topic 718. RSUs were valued at $74.90 and $63.30 per unit, which was the closing price of the underlying common stock on March 1, 2018 and June 29, 2018, respectively. The value of the PRSUs is based upon the probable outcome of the performance conditions
|
(6)
|
Mr. Eck retired on June 30, 2018 and the Committee subsequently exercised its discretion under the Management Incentive Plan to pay him a pro rata portion of the bonus, based on the time he was employed by the company in 2018 and the actual attainment of the performance goals for 2018.
|
(7)
|
Mr. Galvin received a second equity grant on July 1, 2018, in the form of RSUs and PRSUs, in connection with his promotion to President and Chief Executive Officer.
|
|
Option Awards
(1)
|
Stock Awards
|
|||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
(2)
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(3)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
(4)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested (#)
(5)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested ($)
(6)
|
|||||
Robert J. Eck
|
|
|
|
|
|
72,672
|
|
3,915,567
|
|
39,099
|
|
2,106,654
|
|
|
32,264
70,706
45,352
48,540
45,450
|
(7)
(7)
(7)
(7)
(7)
|
0
0
0
0
0
|
24.33
35.33
61.74
61.19
64.75
|
03/01/2019
03/01/2020
03/01/2021
03/01/2022
03/01/2023
|
|
|
|
|
|
|
|
|
William A. Galvin
|
|
|
|
|
|
41,418
|
|
2,231,602
|
|
21,563
|
|
1,161,814
|
|
|
10,405
22,979 12,817 |
(7)
(7) (7) |
0
0 0 |
24.33
35.33 61.74 |
3/1/2019 3/1/2020 3/1/2021
|
|
|
|
|
|
|
|
|
Theodore A. Dosch
|
|
|
|
|
|
45,325
|
|
2,442,111
|
|
13,860
|
|
746,777
|
|
|
10,605
9,860
10,648
14,157
13,914
|
(7)
(7)
(7)
(7)
(7)
|
0
0
0
0
0
|
35.33
61.74
58.28
61.19
64.75
|
03/01/2020
03/01/2021
07/01/2021
03/01/2022
03/01/2023
|
|
|
|
|
|
|
|
|
Robert M. Graham
|
|
|
|
|
|
17,506
|
|
943,223
|
|
5,666
|
|
305,284
|
|
Justin C. Choi
|
|
|
|
|
|
20,161
|
|
1,086,275
|
|
5,952
|
|
320,694
|
|
William C. Geary II
|
|
|
|
|
|
14,089
|
|
759,115
|
|
2,313
|
|
124,624
|
|
(1)
|
In accordance with the anti-dilution provisions of our Stock Incentive Plans, this table reflects the adjustment to the number of outstanding options and the exercise prices to reflect the special cash dividends declared on September 23, 2010, April 24, 2012 and November 25, 2013.
|
(2)
|
Each option was granted 10 years prior to the expiration date shown in this column.
|
(3)
|
RSUs generally vest during employment in 1/3 increments beginning on the second anniversary of each grant date. Unvested awards are generally forfeited upon termination of employment for any reason and fully vest on a Change in Control. The unvested RSUs for the named executive officers will vest as follows:
|
Name
|
|
3/1/2019
|
|
7/1/2019
|
|
3/1/2020
|
|
7/1/2020
|
|
3/1/2021
|
|
7/1/2021
|
|
3/1/2022
|
|
7/1/2022
|
||||||||
Robert J. Eck
|
|
37,356
|
|
|
—
|
|
|
25,313
|
|
|
—
|
|
|
10,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
William A. Galvin
|
|
10,084
|
|
|
2,570
|
|
|
8,929
|
|
|
5,204
|
|
|
4,570
|
|
|
5,203
|
|
|
2,225
|
|
|
2,633
|
|
Theodore A. Dosch
|
|
17,186
|
|
|
—
|
|
|
17,261
|
|
|
—
|
|
|
7,002
|
|
|
—
|
|
|
3,876
|
|
|
—
|
|
Robert M. Graham
|
|
4,972
|
|
|
1,030
|
|
|
6,065
|
|
|
—
|
|
|
3,501
|
|
|
—
|
|
|
1,938
|
|
|
—
|
|
Justin C. Choi
|
|
8,076
|
|
|
—
|
|
|
7,712
|
|
|
—
|
|
|
2,837
|
|
|
—
|
|
|
1,536
|
|
|
—
|
|
William C. Geary II
|
|
3,031
|
|
|
1,066
|
|
|
3,855
|
|
|
1,065
|
|
|
2,441
|
|
|
1,066
|
|
|
1,565
|
|
|
—
|
|
(4)
|
Represents the value of shares of common stock covered by the RSUs using $53.88 which was the closing price of our common stock on December 28, 2018.
|
(5)
|
This column shows the number of unearned PRSUs at the target level held by the named executive officers at the end of 2018. The following schedule shows the dates on which these units would be earned:
|
Name
|
|
3/1/2019
|
|
|
7/1/2019
|
|
|
3/1/2020
|
|
|
7/1/2020
|
|
|
3/1/2021
|
|
|
7/1/2021
|
|
Robert J. Eck
|
|
25,314
|
|
|
—
|
|
|
10,002
|
|
|
—
|
|
|
3,783
|
|
|
—
|
|
William A. Galvin
|
|
5,526
|
|
|
3,899
|
|
|
3,381
|
|
|
3,899
|
|
|
2,225
|
|
|
2,633
|
|
Theodore A. Dosch
|
|
8,502
|
|
|
—
|
|
|
3,449
|
|
|
—
|
|
|
1,909
|
|
|
—
|
|
Robert M. Graham
|
|
2,987
|
|
|
—
|
|
|
1,724
|
|
|
—
|
|
|
955
|
|
|
—
|
|
Justin C. Choi
|
|
3,798
|
|
|
—
|
|
|
1,398
|
|
|
—
|
|
|
756
|
|
|
—
|
|
William C. Geary II
|
|
771
|
|
|
—
|
|
|
771
|
|
|
—
|
|
|
771
|
|
|
—
|
|
(6)
|
This column shows the market value of the unearned PRSUs at the target level held by the named executive officers based on a price of $53.88 per share (the closing price of the common stock on December 28, 2018).
|
(7)
|
These stock options vested in 1/3 increments beginning on the second anniversary of the grant date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Name
|
|
Number of
Shares
Acquired on
Exercise (#)
|
|
Value
Realized on
Exercise
($)
(1)
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value
Realized on
Vesting ($)
(2)
|
Robert J. Eck
|
|
51,828
|
|
2,416,612
|
|
45,416
|
|
3,430,943
|
William A. Galvin
|
|
—
|
|
—
|
|
11,332
|
|
856,183
|
Theodore A. Dosch
|
|
—
|
|
—
|
|
19,687
|
|
1,486,151
|
Robert M. Graham
|
|
—
|
|
—
|
|
5,846
|
|
428,778
|
Justin C. Choi
|
|
—
|
|
—
|
|
9,509
|
|
717,862
|
William C. Geary II
|
|
—
|
|
—
|
|
2,701
|
|
204,078
|
(1)
|
The amount represents the difference between the exercise price and the price at which the shares acquired upon exercise were sold.
|
(2)
|
Represents the value of our common stock on the vesting date. This value equals the number of shares acquired on the vesting date multiplied by either the average of the high and low prices of our stock on the NYSE on such date, if the vesting date is a trading day, or the previous trading day’s closing price of our stock on the NYSE, if the vesting date is not a trading day. This amount includes the PRSUs that were earned as of March 1, 2018, but which will not be settled or distributed until March 1, 2019, based on the three-year performance period ending December 31, 2018: Mr. Eck: $715,535 (9,493 PRSUs); Mr. Galvin: $100,400 (1,332 PRSUs); Mr. Dosch: $236,150 (3,133 PRSUs); Mr. Graham: $59,094 (784 PRSUs); and Mr. Choi: $112,158 (1,488 PRSUs). Mr. Geary has no earned PRSUs as of March 1, 2018.
|
Name
|
|
Plan Name
|
|
Number of
Years
Credited
Service (#)
(1)
|
|
Present
Value of
Accumulated
Benefit ($)
(2)
|
|
Payments
During
Last Fiscal
Year ($)
|
Robert J. Eck
(3)
|
|
Anixter Inc. Pension Plan
Anixter Inc. Excess Benefit Plan
|
|
29.00
29.00
|
|
2,244,966
2,444,696
|
|
0
0
|
William A. Galvin
|
|
Anixter Inc. Pension Plan
Anixter Inc. Excess Benefit Plan
|
|
31.42
31.42
|
|
1,791,324
57,785
|
|
0
0
|
Theodore A. Dosch
|
|
Anixter Inc. Pension Plan
Anixter Inc. Excess Benefit Plan
|
|
9.95
9.95
|
|
71,582
79,388
|
|
0
0
|
Robert M. Graham
|
|
Anixter Inc. Pension Plan
Anixter Inc. Excess Benefit Plan
|
|
16.00
16.00
|
|
406,366
21,370
|
|
0
0
|
Justin C. Choi
|
|
Anixter Inc. Pension Plan
Anixter Inc. Excess Benefit Plan
|
|
6.58
6.58
|
|
25,816
32,083
|
|
0
0
|
William C. Geary II
|
|
Anixter Inc. Pension Plan
Anixter Inc. Excess Benefit Plan
|
|
16.00
16.00
|
|
229,295
12,400
|
|
0
0
|
(1)
|
The number of years of service credited to the named executive officer under the specified plan, computed as of December 28, 2018, which is the same measurement date used for financial statement reporting purposes in our 2018 Form 10-K. Credited service was based on hours worked through July 31, 2006 and an elapsed time method from August 1, 2006 forward. No credit is given for years not worked.
|
(2)
|
The actuarial present value of the named executive officer’s accumulated benefit under the applicable plan, computed as of the same December 28, 2018 measurement date used for financial statement reporting purposes in our 2018 Form 10-K.
|
(3)
|
Mr. Eck retired on June 30, 2018. He elected a 50% joint and survivor benefit and payment of his Excess Benefit commenced January 1, 2019. The present value of Mr. Eck’s accumulated benefit was computed on the same basis as applied to the other named executive officers in light of the fact that payment of his benefit had not commenced as of the end of fiscal year 2018.
|
Name
|
|
Executive
Contributions
in Last
FY ($)
(1)
|
|
Registrant
Contributions
in Last
FY ($)
|
|
Aggregate
Earnings in
Last
FY ($)
(2)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate
Balance at
Last
FYE ($)
(3)
|
|||||
Robert J. Eck
|
|
—
|
|
|
—
|
|
|
49,120
|
|
|
85,965
(4)
|
|
|
1,204,569
|
|
William A. Galvin
|
|
—
|
|
|
—
|
|
|
55,349
|
|
|
—
|
|
|
1,175,082
|
|
Theodore A. Dosch
|
|
51,000
|
|
|
—
|
|
|
23,667
|
|
|
—
|
|
|
516,726
|
|
Robert M. Graham
|
|
—
|
|
|
—
|
|
|
91,217
|
|
|
—
|
|
|
1,936,594
|
|
Justin C. Choi
|
|
—
|
|
|
—
|
|
|
39,037
|
|
|
—
|
|
|
828,786
|
|
William C. Geary II
|
|
33,375
|
|
|
—
|
|
|
14,047
|
|
|
—
|
|
|
308,127
|
|
(1)
|
These amounts are reflected in the Summary Compensation Table in this Proxy Statement, as “Salary” or “Non-Equity Incentive Plan Compensation”.
|
(2)
|
The following amounts are reflected as above market earnings in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table: Mr. Eck: $1,565; Mr. Galvin: $11,464; Mr. Dosch: $4,991; Mr. Graham: $18,893; Mr. Choi: $8,085; and Mr. Geary: $2,970. The remaining amounts are market earnings that are not reported in the Summary Compensation Table.
|
(3)
|
The following amounts have been reported as compensation in this or prior years’ Summary Compensation Tables: Mr. Eck: $402,241; Mr. Galvin: $335,402; Mr. Dosch: $446,759; Mr. Graham: $79,269; Mr. Choi: $604,131; and Mr. Geary: $36,345. The remaining amounts are market earnings that are not reported in the Summary Compensation Table.
|
(4)
|
Reflects the pre-2005 retirement distributions Mr. Eck received following his June 30, 2018 retirement.
|
Name
|
|
Salary ($)
(1)
|
|
Bonus ($)
(2)
|
|
Health
Continuation
($)
(3)
|
|
Lump Sum
Reimbursement
for Outplacement
Services ($)
|
||||
William A. Galvin
|
|
1,600,000
|
|
|
2,287,500
|
|
|
21,800
|
|
|
15,000
|
|
Theodore A. Dosch
|
|
1,300,000
|
|
|
1,800,000
|
|
|
19,670
|
|
|
15,000
|
|
Robert M. Graham
|
|
652,500
|
|
|
925,000
|
|
|
20,596
|
|
|
15,000
|
|
Justin C. Choi
|
|
970,000
|
|
|
990,000
|
|
|
26,604
|
|
|
15,000
|
|
William C. Geary II
|
|
562,500
|
|
|
750,000
|
|
|
16,350
|
|
|
15,000
|
|
(1)
|
Salary reflects a multiple (2.0 times for Messrs. Galvin, Dosch and Choi and 1.5 times for Messrs. Graham and Geary) of the executive’s annual base salary as in effect on December 28, 2018.
|
(2)
|
Bonus reflects the sum of (a) a multiple (2.0 times for Messrs. Galvin, Dosch and Choi and 1.5 times for Messrs. Graham and Geary) of executive’s target annual bonus for 2018, plus (b) an amount equal to the pro-rated target annual bonus for actual days of service for the year of termination. Since the assumed termination is to have occurred at the company’s 2018 fiscal year-end (December 28, 2018), the pro-rated target annual bonus in clause (b) is equal to the target annual bonus for 2018.
|
(3)
|
Health Continuation reflects the subsidized value of medical, dental and vision coverage, as applicable, for a period of 24 months for Messrs. Galvin, Dosch and Choi and 18 months for Messrs. Graham and Geary.
|
Name
|
|
Vesting of
Restricted
Stock Units ($)
(1)
|
|
Vesting of
Performance
Restricted
Stock Units ($)
(1)
|
||
William A. Galvin
|
|
2,231,602
|
|
|
1,161,814
|
|
Theodore A. Dosch
|
|
2,442,111
|
|
|
746,777
|
|
Robert M. Graham
|
|
943,223
|
|
|
305,284
|
|
Justin C. Choi
|
|
1,086,275
|
|
|
320,694
|
|
William C. Geary II
|
|
759,115
|
|
|
124,624
|
|
(1)
|
Based on December 28, 2018 stock price of $53.88.
|
(1)
|
Directors who are employees of the company are not compensated for their Board service. Compensation of the directors included (i) an annual retainer of $215,000 ($390,000 for the Chairman), (ii) an annual retainer for each committee chair ($10,000 for the chair of the Compensation Committee, $7,500 for the chair of the Nominating and Governance Committee and $20,000 for the chair of the Audit Committee) and (iii) an annual retainer of $30,000 for each member of the Audit Committee (this is in addition to the annual retainer for the chair).
|
(2)
|
Amounts shown were calculated in accordance with FASB ASC Topic 718 and reflect our expense with respect to stock units granted for services rendered during 2018. The following stock awards were outstanding at fiscal year-end for each non-employee director:
|
Name
|
|
Vested Outstanding Units
|
|
|
Name
|
|
Vested Outstanding Units
|
||
Lord James Blyth
|
|
68,124
|
|
|
|
George Muñoz
|
|
22,388
|
|
Frederic F. Brace
|
|
24,848
|
|
|
|
Scott R. Peppet
|
|
11,530
|
|
Linda Walker Bynoe
|
|
39,577
|
|
|
|
Valarie L. Sheppard
|
|
8,880
|
|
Robert J. Eck
|
|
1,127
|
|
|
|
Stuart M. Sloan
|
|
39,149
|
|
F. Philip Handy
|
|
37,908
|
|
|
|
Samuel Zell
|
|
88,793
|
|
Melvyn N. Klein
|
|
38,528
|
|
|
|
|
|
|
Name of Beneficial Owner
(1)
|
|
Stock Units
(2)
|
|
Common
Stock
|
|
Options
for Common
Stock
(3)
|
|
Total
(4)
|
|
Percent
of Class
|
||||
Lord James Blyth
|
|
69,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
Frederic F. Brace
|
|
25,976
|
|
|
1,200
|
|
|
—
|
|
|
1,200
|
|
|
*
|
Linda Walker Bynoe
|
|
40,268
|
|
|
2,000
(5)
|
|
|
—
|
|
|
2,000
|
|
|
*
|
Robert J. Eck
|
|
39,631
|
|
|
145,209
|
|
|
210,048
|
|
|
355,257
|
|
|
1.0%
|
F. Philip Handy
|
|
38,599
|
|
|
16,295
(6)
|
|
|
—
|
|
|
16,295
|
|
|
*
|
Melvyn N. Klein
|
|
39,311
|
|
|
34,400
|
|
|
—
|
|
|
34,400
|
|
|
*
|
Jamie Moffitt
|
|
1,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
George Muñoz
|
|
23,378
|
|
|
23,568
|
|
|
—
|
|
|
23,568
|
|
|
*
|
Scott R. Peppet
|
|
12,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
Valarie L. Sheppard
|
|
9,870
|
|
|
847
|
|
|
—
|
|
|
847
|
|
|
*
|
William S. Simon
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
Stuart M. Sloan
|
|
40,139
|
|
|
62,942
|
|
|
—
|
|
|
103,081
|
|
|
*
|
Charles M. Swoboda
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
Samuel Zell
|
|
90,589
|
|
|
2,993,397
(9)
|
|
|
—
|
|
|
2,993,397
|
|
|
8.9%
|
William A. Galvin
|
|
58,924
|
|
|
49,819
|
|
|
35,796
|
|
|
85,615
|
|
|
*
|
Theodore A. Dosch
|
|
43,555
|
|
|
53,135
|
|
|
59,184
|
|
|
112,319
|
|
|
*
|
Robert M. Graham
|
|
20,242
|
|
|
15,997
|
|
|
—
|
|
|
15,997
|
|
|
*
|
Justin C. Choi
|
|
17,892
|
|
|
21,694
|
|
|
—
|
|
|
21,694
|
|
|
*
|
William C. Geary II
|
|
17,634
|
|
|
3,815
|
|
|
—
|
|
|
3,815
|
|
|
*
|
All directors and executive officers as a group including the above named persons
|
|
619,904
|
|
|
3,461,423
|
|
|
305,028
|
|
|
3,806,590
|
|
|
11.0%
|
*
|
Percentage of shares beneficially owned does not exceed one percent of the class.
|
(1)
|
Unless otherwise indicated, each person included in the group has sole investment power and sole voting power with respect to the securities beneficially owned by such person.
|
(2)
|
Stock units convert to fully vested common stock on a 1-for-1 basis at a time specified prior to grant. Other than for Mr. Sloan, none of the stock units listed in this column will convert within 60 days. As Mr. Sloan has elected not to stand for reelection to the Board, pursuant to his grant documents, all of Mr. Sloan’s stock units will convert within 60 days.
|
(3)
|
All options listed in this column are exercisable within 60 days. In accordance with the anti-dilution provisions of our stock incentive plans, this table reflects the adjustment to the number of outstanding options to reflect the special cash dividends declared on September 23, 2010, April 24, 2012 and November 25, 2013.
|
(4)
|
Totals presented in this column include only common stock, options for common stock exercisable within 60 days and stock units which convert to common stock within 60 days.
|
(5)
|
Includes 2,000 shares owned by Ms. Bynoe’s spouse to which Ms. Bynoe disclaims beneficial ownership.
|
(6)
|
All shares are held in a margin account.
|
(7)
|
Mr. Simon's first grant of stock units will be issued on April 1, 2019.
|
(8)
|
Mr. Swoboda's first grant of stock units will be issued on April 1, 2019.
|
(9)
|
The shares of common stock shown in this table include: 14,666 of such shares held by Samuel Zell Revocable Trust, the trustee of which is Mr. Zell; 1,000 of such shares held by the Helen Zell Revocable Trust, the trustee of which is Helen Zell, spouse of Mr. Zell, and to which Mr. Zell disclaims beneficial ownership; 1,449,432 of such shares owned by Samstock/SZRT, L.L.C., whose sole owner is Samuel Zell Revocable Trust, the trustee of which is Mr. Zell; 862,147 of such shares owned by Samstock/SIT, L.L.C., whose sole member is Sam Investment Trust, the beneficiaries of which are Mr. Zell and members of his family; 526,277 of such shares owned by KMJZ Investments L.L.C., which is held by trusts established for the benefit of Mr. Zell and his family (the “Zell Trusts”); 55,588 of such shares owned by Samstock/ZFT, L.L.C., whose sole member is ZFT Partnership, of which the general partners are the Zell Trusts; 55,587 shares owned by Samstock/Alpha, L.L.C., whose sole member is Alphabet Partners, of which the general partners are the Zell Trusts; and 28,700 of such shares owned by SZ Intervivos QTIP Trust. The trustee of the Zell Trusts and the SZ Intervivos QTIP Trust is Chai Trust Company, LLC (“Chai Trust”). Mr. Zell is neither a director nor an officer of Chai Trust and does not have voting or dispositive power over such shares indirectly held by such trusts, and accordingly, Mr. Zell has disclaimed beneficial ownership of 1,528,299 of such shares, except to the extent of any pecuniary interest therein. A total of 1,449,535 shares are pledged, 717,486 of which are part of the 1,528,299 shares for which Mr. Zell has disclaimed beneficial ownership.
|
Title of Class
|
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
Common
|
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
|
4,458,383
(1)
|
|
13.3%
|
Common
|
|
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
|
3,123,806
(2)
|
|
9.3%
|
Common
|
|
Samstock/SZRT, L.L.C.
|
|
1,449,432
(3)
|
|
8.9%
|
|
|
Samstock/SIT, L.L.C.
KMJZ Investments L.L.C.
Samstock/ZFT, L.L.C.
Samstock/Alpha, L.L.C.
SZ Intervivos QTIP Trust
Samuel Zell
Two North Riverside Plaza
Chicago, IL 60606
|
|
862,147
526,277
55,588
55,587
28,700
15,666
|
|
|
Common
|
|
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, Texas 78746
|
|
2,097,848
(4)
|
|
6.3%
|
Common
|
|
Pzena Investment Management, LLC
320 Park Avenue, 8th Floor
New York, NY 10022
|
|
1,920,452
(5)
|
|
5.7%
|
(1)
|
According to Schedule 13G, dated January 24, 2019, BlackRock, Inc. has sole power to vote 4,347,775 shares and sole power to dispose of 4,458,383 shares.
|
(2)
|
According to Schedule 13G, dated February 11, 2019, The Vanguard Group Inc. has sole power to vote 29,374 shares, shared power to vote 4,305 shares, sole power to dispose of 3,093,547 shares and shared power to dispose of 30,259 shares.
|
(3)
|
Samstock/SZRT, L.L.C. is a limited liability company whose sole member is Samuel Zell Revocable Trust. The trustee of Samuel Zell Revocable Trust is Mr. Zell. Samstock/SIT, L.L.C. is a limited liability company whose sole member is Sam Investment Trust, whose trustee is Chai Trust Company, LLC, a limited liability company (“Chai Trust”). The beneficiaries of Sam Investment Trust are Samuel Zell and members of his family. Samstock/ZFT, L.L.C. is a limited liability company whose sole member is ZFT Partnership, an Illinois general partnership, whose sole partners are various trusts for the benefit of Samuel Zell and members of his family (the “Zell Trusts”). Samstock/Alpha, L.L.C. is a limited liability company whose sole member is Alphabet Partners, an Illinois general partnership, whose sole partners are the Zell Trusts. KMJZ Investments L.L.C. is a limited liability company whose sole members are the Zell Trusts. The trustee of all of the Zell Trusts and the SZ Intervivos QTIP Trust is Chai Trust. Mr. Zell is neither a director nor an officer of Chai Trust and does not have voting or dispositive power over such shares indirectly held by such trusts, and accordingly, Mr. Zell has disclaimed beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The amounts shown for Mr. Zell include (i) 14,666 of such shares held by Samuel Zell Revocable Trust, the trustee of which is Mr. Zell, and (ii) 1,000 shares held by Helen Zell Revocable Trust, the trustee of which is Helen Zell, spouse of Mr. Zell, and to which Mr. Zell disclaims
|
(4)
|
According to Schedule 13G, dated February 8, 2019, Dimensional Fund Advisors LP has sole power to vote 2,019,693 shares and sole power to dispose of 2,097,848 shares.
|
(5)
|
According to Schedule 13G dated February 5, 2019, Pzena Investment Management, LLC has sole power to vote 1,030,664 shares and sole power to dispose of 1,920,452 shares.
|
|
|
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(1)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and
rights
(2)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities
reflected in the first
column)
(3)
|
Equity compensation plans approved by security holders
|
|
1,452,915
|
|
$49.54
|
|
1,707,893
|
(1)
|
The number shown is the number of shares that, as of December 28, 2018, may be issued upon exercise of 347,697 outstanding options and vesting of 1,105,218 restricted stock units.
|
(2)
|
Weighted-average exercise price of outstanding stock options (excludes restricted stock units, which vest at no cost to participants).
|
(3)
|
The number shown is the number of shares that, as of December 28, 2018, may be issued upon exercise of options and other equity awards that may be granted in the future under the plans.
|