CARPARTS.COM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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1.
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election of the following Class III directors to hold office for a term of three years and until their respective successors are elected and qualified: Lev Peker, Warren Phelps III, Dr. Lisa Costa;
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2.
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ratification of the appointment of RSM US LLP, an independent registered public accounting firm, as independent auditors of the Company for fiscal year 2021; and
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3.
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approval of the CarParts.com, Inc. 2021 Employee Stock Purchase Plan.
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By Order of the Board of Directors
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Lev Peker
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Chief Executive Officer
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•
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Your proxy card available at www.proxyvote.com or included with this proxy statement; or
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•
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Your voting instruction card if you hold your shares in street name through a broker, bank or other nominee.
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Committee
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Name
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Age
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Director
Since
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Current Position(s)
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Independent
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Audit
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Compensation
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Nominating and
Corporate
Governance
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Warren B. Phelps III
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73
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2007
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Chairman of the Board
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X
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Chairman
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Chairman
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Jim Barnes
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54
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2019
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Director
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X
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X
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Dr. Lisa Costa
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57
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2020
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Director
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X
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X
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X
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Jay K. Greyson
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60
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2014
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Director
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X
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Chairman
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X
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Nanxi Liu
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30
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2020
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Director
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X
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X
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X
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Henry Maier
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67
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2021
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Director
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X
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Lev Peker
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38
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2019
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Chief Executive Officer and Director
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•
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meeting with our management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;
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•
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meeting with our independent auditors and with internal financial personnel regarding these matters;
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•
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pre-approving audit and non-audit services to be rendered by our independent auditors;
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•
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appointing from time to time, engaging, determining the compensation of, evaluating, providing oversight of the work of and, when appropriate, replacing our independent auditors;
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•
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reviewing our financial statements and periodic reports and discussing the statements and reports with our management and independent auditors, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management;
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•
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters;
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•
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reviewing our financing plans and reporting recommendations to our full Board of Directors for approval and to authorize action; and
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•
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administering and discussing with management and our independent auditors our Code of Ethics and Business Conduct.
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determining the compensation and other terms of employment of our executive officers and senior management, and reviewing and approving corporate performance goals and objectives relevant to such compensation;
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•
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recommending to our Board of Directors the type and amount of compensation to be paid or awarded to members of our Board of Directors;
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•
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evaluating and recommending to our Board of Directors the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;
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•
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administering the issuance of stock options and other equity incentive arrangements under our equity incentive plans; and
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•
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reviewing and approving the terms of employment agreements, severance arrangements, change-in-control protections and any other compensatory arrangements for our executive officers and senior management.
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•
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identifying qualified candidates to become members of our Board of Directors;
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selecting nominees for election of directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected);
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selecting candidates to fill vacancies of our Board of Directors; and
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overseeing the evaluation of our Board of Directors.
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Fiscal 2020
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Fiscal 2019
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Audit Fees
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$1,037,000
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$511,487
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Audit Related Fees
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115,500
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28,030
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Tax Fees
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39,900
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—
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All Other Fees
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—
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—
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Total
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$1,192,400
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$539,517
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Submitted by the Audit Committee
of the Board of Directors:
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Jay Greyson, Chairman
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Dr. Lisa Costa
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Nanxi Liu
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*
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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 filing of the Company under the Securities Act or the Exchange Act whether made before or after the date of this proxy statement and without regard to any general incorporation language therein.
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Name
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Age
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Current Position(s)
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Lev Peker(1)
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39
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Chief Executive Officer
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David Meniane(2)
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38
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Chief Operating and Financial Officer
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Houman Akhavan(3)
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43
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Chief Marketing Officer
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Sanjiv Gomes(4)
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49
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Chief Technology Officer
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Alfredo Gomez(5)
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48
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VP, General Counsel
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(1)
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Mr. Peker joined the Company on January 2, 2019
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(2)
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Mr. Meniane joined the Company on March 15, 2019
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(3)
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Mr. Akhavan joined the Company on February 11, 2019
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(4)
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Mr. Gomes was promoted to Chief Technology Officer on June 17, 2019
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(5)
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Mr. Gomez joined the Company on March 25, 2019
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Name and Principal Position
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Fiscal
Year
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Salary($)
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Bonus
($)(1)(2)
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Stock
Awards ($)(2)(5)
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Option
Awards ($)(3)
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All Other
Compensation
($)(4)
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Total($)
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Lev Peker
Chief Executive Officer
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2020
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441,346
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589,000
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459,000
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459,000
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46,046
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1,994,392
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David Meniane
Chief Operating and Financial Officer
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2020
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363,461
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360,400
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163,000
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163,000
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45,160
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1,095,021
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Houman Akhavan
Chief Marketing Officer
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2020
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311,548
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195,000
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133,700
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133,700
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30,767
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804,715
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Name and Principal Position
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Fiscal
Year
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Salary($)
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Bonus
($)(1)
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Stock
Awards
($)(2)
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Option
Awards ($)(3)1
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All Other
Compensation
($)(4)
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Total($)
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Lev Peker
Chief Executive Officer
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2019
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425,000
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300,000
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425,000
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535,700
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185,353
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1,871,053
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David Meniane
Chief Operating and Financial Officer
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2019
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263,846
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150,000
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166,730
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271,550
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49,168
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901,294
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Houman Akhavan
Chief Marketing Officer
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2019
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253,846
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132,280
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206,430
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35,600
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628,216
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(1)
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Amounts reported for 2019 reflect signing bonuses paid to Messrs. Peker and Meniane in connection with their commencement of employment. These bonuses were subject to repayment if the executive voluntarily resigns from his employment prior to the first anniversary of his start date.
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(2)
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The amounts shown represent the aggregate grant date fair value of performance-based restricted stock unit awards (“PRSUs”) as computed in accordance with FASB ASC Topic 718. Fair value is calculated using the closing price on the grant date as if these awards were vested and issued on the grant date. See also our discussion of share-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and “Note 7 to the Consolidated Financial Statements - Stockholders Equity and Share-based Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021. Figures provided above represent target amounts to be issued at 100% performance level. Shares were issued at the 200% level with a value equivalent to 200% of the target performance level.
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(3)
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The amounts shown represent the aggregate grant date fair value of option awards as computed in accordance with FASB ASC Topic 718. For valuation assumptions, see our discussion of share-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and “Note 7 to the Consolidated Financial Statements - Stockholders Equity and Share-based Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021.
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(4)
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The table below shows the components of “All Other Compensation” for the NEOs:
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Name
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Auto
Allowance
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Relocation
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401(k),
Employer
Match
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Deferred
Compensation,
Employer Portion
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Health Insurance
Premiums and
Expenses
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Life Insurance
Premiums
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Total
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Lev Peker
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12,000
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9,749
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4,533
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18,198
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1,566
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46,046
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David Meniane
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12,000
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9,750
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3,754
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18,198
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1,458
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45,160
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Houman Akhavan
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12,000
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8,981
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3,115
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5,292
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1,380
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30,767
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Name
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Auto
Allowance
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Relocation
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401(k),
Employer
Match
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Deferred
Compensation,
Employer Portion
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Health Insurance
Premiums and
Expenses
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Life Insurance
Premiums
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Total
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Lev Peker
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12,000
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135,163
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9,500
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4,054
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23,028
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1,608
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185,353
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David Meniane
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9,500
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7,269
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2,653
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15,608
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1,224
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36,254
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Houman Akhavan
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11,000
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7,269
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2,423
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13,664
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1,304
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35,660
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(5)
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For PRSUs, this column discloses the grant date fair value based on the probable outcome (i.e. vesting conditions equal to 100% Management Incentive Plan and Long Term Incentive grant thresholds). Maximum vesting conditions under the Management Incentive Program, were achieved, and the actual amount of compensation payable to Messrs. Peker, Meniane, and Akhavan were awarded at the 200% level.
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•
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Boot Barn
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•
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Limelight Networks
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•
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America’s Car-Mart
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•
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Purple Innovation
|
•
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Revolve Group
|
| |
•
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| |
Quotient Technology
|
•
|
| |
Casper Sleep
|
| |
•
|
| |
Brightcove
|
•
|
| |
e.l.f. Beauty
|
| |
•
|
| |
Shutterstock
|
•
|
| |
Gentherm
|
| |
•
|
| |
Stoneridge
|
•
|
| |
Motorcar Parts of America
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| |
•
|
| |
The Buckle
|
•
|
| |
PetMed Express
|
| |
•
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| |
The Lovesac Company
|
•
|
| |
Magnite
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| |
•
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| |
Turtle Beach
|
|
| |
|
| |
•
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The RealReal
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NAME AND TITLE
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2020 BASE
SALARY
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Lev Peker, Chief Executive Officer
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$441,346
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David Meniane, Chief Operating and Financial Officer
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$363,461
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Houman Akhavan, Chief Marketing Officer
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$311,548
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NAME AND TITLE
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TARGET
BONUS (% OF
BASE SALARY)
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| |
# of TARGET
PRSUs (#)
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Lev Peker, Chief Executive Officer
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100%
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433,673
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David Meniane, Chief Operating and Financial Officer
|
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60%
|
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170,133
|
Houman Akhavan, Chief Marketing Officer
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50%
|
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134,980
|
•
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Does not provide supplemental retirement benefits to the NEOs;
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•
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Maintains incentive compensation plans that do not encourage undue risk taking and align executive rewards with annual and long-term performance;
|
•
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Has not engaged in the practice of re-pricing/exchanging stock options;
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•
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Does not provide for any “modified single trigger” severance payments to any NEO;
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•
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Does not provide any tax gross-up payments in connection with any Company compensation programs to any NEO;
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•
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Maintains an equity compensation program that has a long-term focus, including equity awards that generally vest over a period of four years; and
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•
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Does not permit our directors or employees to engage in short sales with respect to our securities, purchasing or pledging Company stock on margin and entering into derivative or similar transactions with respect to our securities.
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Option Awards
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Stock Awards
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|||||||||||||||
Name
|
| |
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Equity Incentive
Plan Awards;
Number of
unearned
shares
of stock
that have
not
vested (#)(2)
|
| |
Equity Incentive
Plan Awards;
Market or
payout value
of unearned
shares of
stock that
have
not vested
($)(1)
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Lev Peker
|
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1/02/2019
|
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168,026
|
| |
500,000
|
| |
0.97
|
| |
1/01/2029
|
| |
—
|
| |
—
|
|
| |
5/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
433,673
|
| |
5,373,208
|
|
| |
12/30/2019
|
| |
105,275
|
| |
315,825
|
| |
2.12
|
| |
—
|
| |
988,678
|
| |
12,249,720
|
|
| |
3/10/2020
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
109,831
|
| |
1,360,806
|
David Meniane
|
| |
3/15/2019
|
| |
231,250
|
| |
218,750
|
| |
1.00
|
| |
1/01/2029
|
| |
—
|
| |
—
|
|
| |
5/22/2019
|
| |
—
|
| |
149,541
|
| |
—
|
| |
—
|
| |
170,133
|
| |
2,104,947
|
|
| |
12/30/2019
|
| |
37,386
|
| |
112,155
|
| |
2.12
|
| |
12/29/2019
|
| |
493,772
|
| |
6,117,835
|
Houman Akhavan
|
| |
2/11/2019
|
| |
189,584
|
| |
160,416
|
| |
1.08
|
| |
2/10/2029
|
| |
—
|
| |
—
|
|
| |
12/30/2019
|
| |
30,665
|
| |
91,995
|
| |
2.12
|
| |
12/29/2029
|
| |
—
|
| |
|
|
| |
3/10/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
310,094
|
| |
3,842,065
|
(1)
|
The market value of the unvested restricted stock awards is calculated by multiplying the number of units by the closing price of our common stock at December 31, 2020 (the last trading day of the fiscal year), which was $12.39.
|
(2)
|
This restricted stock unit award represents the PRSUs granted by the Company as part of the NEO’s 2020 annual incentive bonus. The PRSUs are shown at the target performance level. Please see the description of the PRSU awards above for a discussion of the vesting terms applicable to the PRSUs. Because maximum vesting conditions were achieved, PRSUs were issued at the 200% level.
|
•
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Upon an executive officer’s termination or resignation for any reason, all stock options granted to such officer that are outstanding on the date of such termination or resignation shall remain exercisable until the earlier of (i) the expiration date set forth in the applicable stock option agreement or (ii) the expiration of one year measured from the date of such termination or resignation;
|
•
|
In the event a NEO’s employment is terminated by the Company without cause or such executive officer resigns for good reason within three months before, and ending twelve months following, a change in control, the vesting of all equity compensation awards, including all stock option awards, that are outstanding as of the date of such termination or resignation, shall accelerate in full (except with respect to any restricted stock units granted to such executive officer).
|
•
|
In addition, the Company has granted PRSU awards to its NEOs, pursuant to which the unvested portion of such awards accelerate in full in the event such executive officer’s employment is terminated by the Company without cause or such executive officer resigns for good reason at any time.
|
Name
|
| |
Fees Earned or Paid
in Cash ($)
|
| |
Stock Awards(1)(2)
($)(1)(2)(3)
|
| |
Option Awards
($)(1)(2)
|
| |
Total ($)
|
Warren B. Phelps III
|
| |
$70,997
|
| |
$75,001
|
| |
$—
|
| |
145,998
|
Jim Barnes
|
| |
29,670
|
| |
50,003
|
| |
—
|
| |
79,673
|
Joshua L. Berman
|
| |
46.502
|
| |
50,003
|
| |
—
|
| |
96,505
|
Jay K. Greyson
|
| |
35,414
|
| |
73,588
|
| |
—
|
| |
109,002
|
Nanxi Liu
|
| |
7,976
|
| |
—
|
| |
—
|
| |
7,976
|
Dr. Lisa Costa
|
| |
|
| |
|
| |
|
| |
|
Sol Khazani
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Mehran Nia
|
| |
—
|
| |
103,000
|
| |
1,272,000.00
|
| |
1,375,000
|
(1)
|
Stock options and restricted stock units were granted pursuant to our 2016 Incentive Plan. The amounts shown represent the aggregate grant date fair value of such option and restricted stock unit awards as computed in accordance with FASB ASC Topic 718. See also our discussion of share-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and “Note 7 to the Consolidated Financial Statements - Stockholders Equity and Share-based Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021.
|
(2)
|
As of January 2, 2021, Mr. Berman held 52,077 restricted stock units and 170,000 options outstanding, Mr. Phelps held 77,588 restricted stock units and 170,000 options outstanding, Mr. Greyson held 52,077 restricted stock units and 115,000 options outstanding, Mr. Nia held 0 restricted stock units and 600,000 options outstanding. Mr. Nia’s stock options were granted in accordance with the Consulting Agreement discussed below under “Related Party Transactions”. Mr. Khazani did not hold any restricted stock unit awards or options as of January 2, 2021. On March 10, 2020, Mr. Nia was awarded 38,764 shares of common stock.
|
(3)
|
Mr. Greyson elected to have 40% of his director fees paid in stock. Total director fees paid in stock to Mr. during 2020 was $23,587, which is included in amount of the stock awarded to him as disclosed in the above table.
|
•
|
each person who is known by us to own more than 5% of our shares of common stock;
|
•
|
each NEO;
|
•
|
each of our directors; and
|
•
|
all of our directors and executive officers as a group.
|
Name and Address of Beneficial Owners(1)
|
| |
Number of
Shares
|
| |
Percentage of
Shares
Beneficially
Owned
|
5% Stockholders:
|
| |
|
| |
|
Morgan Stanley(2)
|
| |
2,534,680
|
| |
5.0%
|
The Goldman Sachs Group, Inc.(3)
|
| |
3,098,355
|
| |
6.1%
|
Park West Asset Management LLC(4)
|
| |
2,782,478
|
| |
5.5%
|
Polar Asset Management Partners Inc.(5)
|
| |
2,590,424
|
| |
5.1%
|
Officers and Directors:
|
| |
|
| |
|
Lev Peker(6)
|
| |
2,396,337
|
| |
4.7%
|
David Meniane(7)
|
| |
1,171,589
|
| |
2.3%
|
Houman, Akhavan(8)
|
| |
493,512
|
| |
*
|
Alfredo Gomez(9)
|
| |
711,017
|
| |
1.4%
|
Sanjiv Gomes(10)
|
| |
323,992
|
| |
*
|
Jim Barnes
|
| |
14,296
|
| |
*
|
Jay K. Greyson(11)
|
| |
263,765
|
| |
*
|
Warren B. Phelps III(12)
|
| |
324,739
|
| |
*
|
Henry Maier
|
| |
0
|
| |
*
|
Nanxi Liu
|
| |
1,050
|
| |
*
|
Lisa Costa
|
| |
0
|
| |
*
|
All directors and executive officers as a group
|
| |
3,653,847
|
| |
11.3%
|
*
|
Less than 1%
|
(1)
|
The address for each of the officers and directors is c/o CarParts.com, Inc. at 2050 W. 190th Street, Suite 400, Torrance, California 90504.
|
(2)
|
Based on a Schedule 13G filed with the SEC on February 8, 2021, consists of 2,534,680 shares over which Morgan Stanley has shared power to dispose or to direct the disposition of the shares, and is thus deemed to beneficially own such shares.
|
(3)
|
Based on a Schedule 13G filed with the SEC on February 11, 2021, consists of 3,098,365 shares over which The Goldman Sachs Group Inc. has shared power to dispose or to direct the disposition of the shares, and is thus deemed to beneficially own such shares.
|
(4)
|
Based on a Schedule 13G/A filed with the SEC on April 6, 2020, consists of 2,782,478 shares over which Park West Asset Management LLC has shared power to dispose or to direct the disposition of the shares, and is thus deemed to beneficially own such shares.
|
(5)
|
Based on a Schedule 13G filed with the SEC on February 8, 2021, consists of 2,590,424 shares (including 355,000 Shares issuable upon the exercise of options) over which Polar Asset Management Partners Inc. has sole power to dispose or to direct the disposition of the shares, and is thus deemed to beneficially own such shares.
|
(6)
|
Includes 480,543 shares issuable upon exercise of outstanding options which are exercisable as of March 25, 2021 or within 60 days after such date.
|
(7)
|
Includes 371,692 shares issuable upon exercise of outstanding options which are exercisable as of March 25, 2021 or within 60 days after such date.
|
(8)
|
Includes 152,835 shares issuable upon exercise of outstanding options which are exercisable as of March 25, 2021 or within 60 days after such date.
|
(9)
|
Includes 137,595 shares issuable upon exercise of outstanding options which are exercisable as of March 25, 2021 or within 60 days after such date.
|
(10)
|
Includes (i) 193,290 shares issuable upon exercise of outstanding options which are exercisable as of March 25, 2021 or within 60 days after such date, and (ii) 235 restricted stock units which are subject to vesting within 60 days of March 25, 2021.
|
(11)
|
Includes 95,000 shares issuable upon exercise of outstanding options which are exercisable as of March 25, 2021 or within 60 days after such date.
|
(12)
|
Includes 150,000 shares issuable upon exercise of outstanding options which are exercisable as of March 25, 2021 or within 60 days after such date.
|
|
| |
Number of securities to be
issued upon exercise of
outstanding options and
awards (a)
|
| |
Weighted-average
exercise price of
outstanding options
and awards (b)
|
| |
Number of securities
remaining available for future
issuance under
equity compensation plans
(excluding securities reflected in
column (a)) (c)
|
Equity compensation plans approved by security holders:
|
| |
9,390,700
|
| |
$3.95
|
| |
1,047,451(1)(2)
|
Equity compensation plans not approved by security holders:
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
10,826,454
|
| |
$1.78
|
| |
1,007,182
|
(1)
|
Represents securities available for issuance under the 2007 Omnibus Plan and 2016 Incentive Plan that may be granted in the form of stock options, restricted stock units, PRSUs or any other type of award available for grant under the 2016 Incentive Plan.
|
(2)
|
The share reserve under the 2016 Incentive Plan will automatically increase on January 1st of each year through (and including) January 1, 2026 in an amount equal to one million five hundred thousand (1,500,000) shares per year; however, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant to the automatic increase.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
|
|
| |
Lev Peker
|
|
| |
Chief Executive Officer
|
☐
|
| |
Original Application
|
| |
Offering Date:
|
| |
|
☐
|
| |
Change in Payroll Deduction Rate
|
| |
|
| |
|
Dated:
|
| |
|
|
| |
Signature of Employee
|
|
| |
Name:
|
| |
|
|
| |
Address:
|
| |
|
|
| |
|
| |
|
|
| |
Signature:
|
| |
|
|
| |
Date:
|
| |
|