UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant x | Filed by a Party other than the Registrant o |
Check the appropriate box:
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
MARINE PRODUCTS CORPORATION |
(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):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: N/A | |
(2) | Aggregate number of securities to which transaction applies: N/A | |
(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): | ||
N/A | ||
(4) | Proposed maximum aggregate value of transaction: N/A | |
(5) | Total fee paid: N/A | |
o | Fee paid previously with preliminary materials. | |
o | 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: N/A | |
(2) | Form, Schedule or Registration Statement No.: N/A | |
(3) | Filing party: N/A | |
(4) | Date Filed: N/A |
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1.
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To elect the three Class I nominees identified in the attached proxy statement to the Board of Directors;
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2.
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014;
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3.
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To approve the proposed 2014 Stock Incentive Plan;
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4.
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To hold a nonbinding vote to approve executive compensation as disclosed in these materials;
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5.
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To hold a nonbinding vote regarding the frequency of voting on executive compensation; and
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6.
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To transact such other business as may properly come before the meeting or any adjournment thereof.
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BY ORDER OF THE BOARD OF DIRECTORS
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Linda H. Graham, Secretary
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Atlanta, Georgia
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March 17, 2014
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1 |
Amount Beneficially
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Percent of
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||||||||
Name and Address of Beneficial Owner
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Owned
(1)
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Outstanding Shares
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R. Randall Rollins
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23,909,587 | (2) | 62.6 | ||||||
Chairman of the Board
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2170 Piedmont Road, NE
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Atlanta, Georgia
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Gary W. Rollins
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23,675,203 | (3) | 62.0 | ||||||
Vice Chairman and Chief Executive Officer, Rollins, Inc.
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2170 Piedmont Road, NE
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Atlanta, Georgia
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Gamco Investors, Inc.
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1,943,131 | (4) | 5.1 | ||||||
One Corporate center
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Rye, NY 10580
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Richard A. Hubbell
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1,142,951 | (5) | 3.0 | ||||||
President and Chief Executive Officer
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2801 Buford Highway NE, Suite 520
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Atlanta, Georgia
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James A. Lane, Jr.
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498,559 | (6) | 1.3 | ||||||
Executive Vice President and President, Chaparral Boats, Inc.
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2801 Buford Highway NE, Suite 520
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Atlanta, Georgia
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Ben M. Palmer
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393,248 | (7) | 1.0 | ||||||
Vice President, Chief Financial Officer and Treasurer
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2801 Buford Highway NE, Suite 520
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Atlanta, Georgia
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Linda H. Graham
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353,569 | (8) | ** | ||||||
Vice President and Secretary
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2170 Piedmont Road, NE
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Atlanta, Georgia
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All Directors and Executive Officers as a group
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27,604,947 | (9) | 72.3 | ||||||
(10 persons)
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(1)
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Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
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(2)
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Includes 104,004 shares of Company Common Stock held as Trustee, Guardian, or Custodian for his children. Also includes 109,296 shares of Company Common Stock in two trusts of which he is Co-Trustee and as to which he shares voting and investment power. Also includes 22,654,279 shares of Company Common Stock held by RFPS Management Company III, L.P. of which RFA Management Company, LLC (“General Partner”), a Georgia limited liability company, is the general partner. The voting interests of the General Partner are held by two revocable trusts, one of which each of Mr. Gary W. Rollins or Mr. R. Randall Rollins is the grantor and sole trustee. LOR, Inc. is the manager of the General Partner. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Included herein are 119,000 shares of restricted stock awards for Company Common Stock. This also includes 31,497 shares of Company Common Stock held by his wife, as to which Mr. Rollins disclaims any beneficial interest. Mr. Rollins is part of a control group holding shares of the Company that includes Mr. Gary W. Rollins, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange Commission.
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(3)
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Includes 109,296 shares of Company Common Stock in two trusts of which he is Co-Trustee and as to which he shares voting and investment power. Also includes 22,654,279 shares of Company Common Stock held by RFPS Management Company III, L.P. The voting interests of the General Partner are held by two revocable trusts, one of which each of Mr. Gary W. Rollins or Mr. R. Randall Rollins is the grantor and sole trustee. LOR, Inc. is the manager of the General Partner. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Mr. Rollins is part of a control group holding shares of the Company that includes Mr. R. Randall Rollins, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange Commission.
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(4)
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Based on Form 13F filed on February 7, 2014.
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(5)
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Includes 119,000 shares of restricted stock awards for Company Common Stock.
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(6)
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Includes 123,250 shares of restricted stock awards for Company Common Stock.
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(7)
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Includes 114,250 shares of restricted stock awards for Company Common Stock.
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(8)
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Includes 63,800 shares of restricted stock awards for Company Common Stock.
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(9)
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Shares held in trusts as to which more than one officer and/or director are Co-Trustees or entities in which there is common ownership have been included only once. Includes 539,300 shares of restricted stock grants for Company Common Stock awarded and issued to five executive officers pursuant to the Company’s 2001 Employee Stock Incentive Plan and the 2004 Stock Incentive Plan.
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**
(1)
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Less than one percent
Unless otherwise noted, each of the directors has held the positions of responsibility set out in this column (but not necessarily his or her present title) for more than five years. In addition to the directorships listed in this column, the following individuals also serve on the Boards of Directors of the following companies: R. Randall Rollins: Dover Downs Gaming & Entertainment, Inc. and Dover Motorsports, Inc.; and Gary W. Rollins: Genuine Parts Company and Emory University. All of the directors named above, except Messrs. Hubbell and Lane and Ms. Graham are also directors of Rollins, Inc. and RPC, Inc. (“RPC”). Richard A. Hubbell, James A. Lane, Jr. and Linda H. Graham, are also directors of RPC. Larry L. Prince formerly served as a director of Crawford & Company, Equifax, Inc., SunTrust Banks, Inc. and Genuine Parts Company and James B. Williams formerly served as a director of The Coca-Cola Company.
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(2)
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Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
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(3)
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R. Randall Rollins and Gary W. Rollins are brothers.
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(4)
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See information contained in footnote (2) to the table appearing in Capital Stock section.
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(5)
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Includes 25,596 shares held in trusts of which he is a Trustee or Co-Trustee and as to which he shares voting and investment power, with respect to which he disclaims beneficial interest. Also includes shares held by a wholly owned corporation that owns 405 shares.
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(6)
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See information contained in footnote (3) to the table appearing in Capital Stock section.
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(7)
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See information contained in footnote (5) to the table appearing in Capital Stock section.
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(8)
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See information contained in footnote (8) to the table appearing in Capital Stock section.
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(9)
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See information contained in footnote (6) to the table appearing in Capital Stock section.
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5 |
6 |
7 |
●
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death or disability, options or SARs exercisable at termination (or whose vesting was accelerated by the
Committee) remain exercisable for twelve months or for the remaining term of the option, if shorter; and
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retirement, options or SARs exercisable at termination remain exercisable for a period of three months, less
one day, or for the remaining term of the option, if shorter.
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8 |
9 |
10 |
11 |
12 |
13 |
Nominating &
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Audit
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Compensation
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Diversity
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Governance
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Executive
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||||||
Committee Member
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Committee
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Committee
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Committee
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Committee
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Committee
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R. Randall Rollins
(1)
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Member
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Henry B. Tippie
(2)
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Chair
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Chair
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Chair
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Chair
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Larry L. Prince
(2)
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Member
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Member
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Member
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Member
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James B. Williams
(2)
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Member
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Member
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Member
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Member
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Bill J. Dismuke
(2)
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Member
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Gary W. Rollins
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Member
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Richard A. Hubbell
(3)
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Member
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(1)
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Chairman of the Board of Directors
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(2)
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Financial Expert
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(3)
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President and Chief Executive Officer
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14 |
●
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to recommend to the Board of Directors nominees for director and to consider any nominations properly
made by a stockholder;
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●
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upon request of the Board of Directors,
to review and report to the Board with regard to matters of
corporate governance; and
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●
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to make recommendations to the Board
of Directors regarding the agenda for Annual Stockholders’
Meetings and with respect to appropriate action to be taken in response to any stockholder proposals.
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15 |
16 |
1.
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Mr. Tippie was employed by Rollins from 1953 to 1970, and held several offices with that company during
that time, including as Executive Vice President – Finance, Secretary, Treasurer and Chief Financial
Officer. Mr. Dismuke was employed by Rollins from 1979 to 1984 and held various offices within that
company including Senior Vice President. Messrs. Randall and Gary Rollins are directors and executive
officers of Rollins and are part of a group that has voting control of Rollins.
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2.
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Mr. Tippie is Chairman of the Board of Directors of Dover Motorsports, Inc. and Dover Downs Gaming &
Entertainment, Inc. Mr. Randall Rollins is also a director of these companies.
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3.
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Mr. Tippie is the trustee of the O. Wayne Rollins Foundation and of the Rollins Children’s Trust. O. Wayne
Rollins is the father of Gary and Randall Rollins. The beneficiaries of the Rollins Children’s Trust include
the immediate family members of Messrs. Randall and Gary Rollins.
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4.
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Each of Messrs. Dismuke, Prince, Tippie and Williams also serve on the Boards of Rollins and RPC, of
which Messrs. Gary and Randall Rollins are directors, and voting control over which is held by a control
group of which Messrs. Randall and Gary Rollins are a part; Mr. Randall Rollins is an executive officer of
RPC.
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Mr. Henry B. Tippie
c/o Internal Audit Department Marine Products Corporation 2801 Buford Highway NE, Suite 520 Atlanta, Georgia 30329 |
Fees Earned or
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Stock
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Option
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||||||||||||||
Paid in Cash
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Awards
(1)
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Awards
(1)
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Total
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Name
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($)
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($)
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($)
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($)
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Henry B. Tippie
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108,000 | –– | –– | 108,000 | ||||||||||||
James B. Williams
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56,000 | –– | –– | 56,000 | ||||||||||||
Bill J. Dismuke
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51,000 | –– | –– | 51,000 | ||||||||||||
Gary W. Rollins
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38,500 | –– | –– | 38,500 | ||||||||||||
Larry L. Prince
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43,500 | –– | –– | 43,500 | ||||||||||||
Wilton Looney
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28,667 | –– | –– | 28,667 |
(1)
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Directors are eligible for grants of stock awards under the Company’s 2004 Stock Incentive Plan (“SIP”). No stock awards have been granted to the non-management directors under the 2004 SIP. |
●
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For meetings of the Board of Directors, $2,500.
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For meetings of the Compensation Committee, $2,000.
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For meetings of the Diversity Committee and Nominating and Governance Committee, $1,500.
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For meetings of the Audit Committee either in person or over the telephone, $2,500.
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In addition, the Chairman of the Audit Committee receives an additional $2,500 for preparing to conduct
each quarterly Board and Board Committee meetings.
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18 |
●
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Approved the terms of engagement of Grant Thornton LLP as the Company’s independent registered
public accounting firm for the year ended December 31, 2013;
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●
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Reviewed with management the interim financial information included in the Forms 10-Q prior to their
being filed with the SEC. In addition, the Committee reviewed all earnings releases with management and
the Company’s independent registered public accounting firm prior to their release;
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●
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Reviewed and discussed with the Company’s management and the independent registered public
accounting firm the audited consolidated financial statements of the Company as of December 31, 2013
and 2012 and for the three years ended December 31, 2013;
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●
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Reviewed and discussed with the Company’s management and the independent registered public
accounting firm, management’s assessment whether the Company maintained effective control over
financial reporting as of December 31, 2013;
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●
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Discussed with the independent registered public accounting firm matters required to be discussed by
Auditing Standard No. 16, “Communications with Audit Committees,” as adopted by the Public Company
Accounting Oversight Board; and
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●
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Received from the independent registered public accounting firm the written disclosures and the letter in
accordance with the requirements of the Public Company Accounting Oversight Board regarding the firm’s
communications with the Committee concerning independence, and discussed with such firm its
independence from the Company.
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Henry B. Tippie, Chairman | |
James B. Williams | |
Bill J. Dismuke | |
Larry L. Prince |
19 |
20 |
21 |
Name
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2014
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2013
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2012
|
|||||||||
Richard A. Hubbell
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– | 40,000 | 40,000 | |||||||||
Ben M. Palmer
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26,250 | 30,000 | 30,000 | |||||||||
R. Randall Rollins
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– | 40,000 | 40,000 | |||||||||
James A. Lane, Jr.
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26,250 | 35,000 | 30,000 | |||||||||
Linda H. Graham
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15,000 | 20,000 | 15,000 |
22 |
23 |
Henry B. Tippie, Chairman | |
James B. Williams | |
Larry L. Prince
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●
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our Principal Executive Officer and Principal Financial Officer; and
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●
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our three other executive officers:
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Change in
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||||||||||||||||||||||||||||||||
Pension Value
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||||||||||||||||||||||||||||||||
and
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||||||||||||||||||||||||||||||||
Non-Equity
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Nonqualified
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|||||||||||||||||||||||||||||||
Incentive
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Deferred
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|||||||||||||||||||||||||||||||
Stock
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Plan
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Compensation
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All Other
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|||||||||||||||||||||||||||||
Salary
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Bonus
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Awards
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Compensation
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Earnings
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Compensation
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Total
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||||||||||||||||||||||||||
Name and Principal
Position
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Year
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($)
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($)
(1)
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($)
(2)
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($)
(1)
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($)
(3)
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($)
(4)
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($)
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||||||||||||||||||||||||
Richard A. Hubbell
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2013 | 350,000 | –– | 256,000 | –– | –– | –– | 606,000 | ||||||||||||||||||||||||
President and
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2012 | 350,000 | –– | 223,600 | –– | –– | –– | 573,600 | ||||||||||||||||||||||||
Chief Executive Officer
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2011 | 275,000 | –– | 293,200 | –– | –– | –– | 568,200 | ||||||||||||||||||||||||
Ben M. Palmer
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2013 | 175,000 | –– | 192,000 | –– | –– | –– | 367,000 | ||||||||||||||||||||||||
Vice President,
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2012 | 175,000 | –– | 167,700 | –– | –– | –– | 342,700 | ||||||||||||||||||||||||
Chief Financial Officer
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2011 | 140,000 | –– | 219,900 | –– | –– | –– | 359,900 | ||||||||||||||||||||||||
and Treasurer
|
||||||||||||||||||||||||||||||||
R. Randall Rollins
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2013 | 300,000 | –– | 256,000 | –– | –– | –– | 556,000 | ||||||||||||||||||||||||
Chairman of the Board
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2012 | 300,000 | –– | 223,600 | –– | –– | –– | 523,600 | ||||||||||||||||||||||||
2011 | 225,000 | –– | 293,200 | –– | –– | –– | 518,200 | |||||||||||||||||||||||||
James A. Lane,
Jr.
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2013 | 250,000 | –– | 224,000 | 1,528,466 | –– | 9,168 | 2,011,634 | ||||||||||||||||||||||||
Executive Vice President,
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2012 | 250,000 | –– | 167,700 | 1,397,235 | 39,488 | 13,630 | 1,868,053 | ||||||||||||||||||||||||
and President,
Chaparral
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2011 | 250,000 | –– | 219,900 | 912,589 | 22,050 | 11,772 | 1,416,311 | ||||||||||||||||||||||||
Boats, Inc.
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||||||||||||||||||||||||||||||||
Linda H. Graham
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2013 | 115,000 | –– | 128,000 | –– | –– | –– | 243,000 | ||||||||||||||||||||||||
Vice President and
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2012 | 115,000 | –– | 83,850 | –– | –– | –– | 198,850 | ||||||||||||||||||||||||
Secretary
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2011 | 95,000 | –– | 109,950 | –– | –– | –– | 204,950 |
(1) | Bonuses are determined and paid during the first quarter of the following fiscal year earned at the discretion of the Compensation Committee. In addition, Mr. James A. Lane, Jr. is paid monthly in accordance with his performance-based compensation agreement with a subsidiary of the Company. |
24 |
(2) | Represents the fair value of the award at the date of grant computed in accordance with ASC Topic 718. Please refer to Note 10 to our Financial Statements contained in our Form 10-K for the period ended December 31, 2013 for a discussion of the assumptions used in these computations. For this computation, we do not include an assumption for estimated forfeitures. Our Form 10-K has been included in our Annual Report and provided to our stockholders. |
(3) | The actuarial present value of Mr. Jim Lane’s accumulated benefit under the defined benefit plan decreased during 2013 by $67,787. Change represents the impact of changes in discount rate only as no additional benefits are being accrued. |
(4) |
All other compensation for 2013 includes the following items for:
Mr. James A. Lane, Jr.: Use of Company provided automobile and related vehicle costs, the cost of club dues, and 401(k) Plan Company match of $5,000. |
Estimated Future Payouts
|
All Other
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Grant Date
|
||||||||||||||||||||
Under Non-Equity
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Stock Awards:
|
Fair Value
|
||||||||||||||||||||
Incentive Plan Awards
(1)
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Number of Shares
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of Stock and
|
||||||||||||||||||||
Grant
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Threshold
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Target
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Maximum
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of Stock or Units
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Option Awards
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|||||||||||||||||
Name
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Date
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($)
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($)
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($)
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(#) (2) |
($)
(2)
|
||||||||||||||||
Mr. Richard A. Hubbell
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1/22/2013
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–– | –– | –– | 40,000 | 256,000 | ||||||||||||||||
Mr. Ben M. Palmer
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1/22/2013
|
–– | –– | –– | 30,000 | 192,000 | ||||||||||||||||
Mr. R. Randall Rollins
|
1/22/2013
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–– | –– | –– | 40,000 | 256,000 | ||||||||||||||||
Mr. James A. Lane,
Jr.
|
1/22/2013
|
–– | 1,528,466 | –– | 35,000 | 224,000 | ||||||||||||||||
Ms. Linda H. Graham
|
1/22/2013
|
–– | –– | –– | 20,000 | 128,000 |
(1) | Amounts determined monthly in accordance with the performance-based compensation agreement between Mr. James A. Lane, Jr. and a subsidiary of the Company. |
(2) | These amounts represent aggregate grant date fair value for grants of restricted shares of Common Stock awarded in fiscal year 2013 under our Stock Incentive Plan computed in accordance with ASC Topic 718. Please refer to Note 10 to our Financial Statements contained in our Form 10-K for the period ended December 31, 2013 for a discussion of assumptions used in this computation. We do not include an estimate of forfeitures as one of our assumptions. Our Form 10-K has been included in our Annual Report and provided to our stockholders. |
25 |
Option Awards |
Stock Awards
|
|||||||||||||||||||||||
Number of
|
Number of
|
Number of
|
Market Value
|
|||||||||||||||||||||
Securities
|
Securities
|
Shares or
|
of Shares or
|
|||||||||||||||||||||
Underlying
|
Underlying
|
Units of
|
Units of
|
|||||||||||||||||||||
Unexercised
|
Unexercised
|
Option
|
Stock That
|
Stock That
|
||||||||||||||||||||
Options
|
Options
|
Exercise
|
Option
|
Have Not
|
Have Not
|
|||||||||||||||||||
(#) | (#) |
Price
|
Expiration
|
Vested
|
Vested
|
|||||||||||||||||||
Name
|
Exercisable
|
Un-exercisable
|
($)
|
Date
|
(#) |
($)
|
||||||||||||||||||
Richard A. Hubbell
|
–– | –– | –– | –– | 157,000 | (1) | 1,577,850 | |||||||||||||||||
Ben M. Palmer
|
–– | –– | –– | –– | 114.000 | (1) | 1,145,700 | |||||||||||||||||
R. Randall Rollins
|
–– | –– | –– | –– | 157,000 | (1) | 1,577,850 | |||||||||||||||||
James A. Lane,
Jr.
|
–– | –– | –– | –– | 127,000 | (1) | 1,276,350 | |||||||||||||||||
Linda H. Graham
|
–– | –– | –– | –– | 62,200 | (1) | 625,110 |
(1) | The Company has granted employees time lapse restricted shares that vest one-fifth per year beginning on the second anniversary of the grant date. Shares of restricted stock granted to the executive officers that have not vested as of December 31, 2013 are summarized in the table that follows: |
Date fully
|
||||||||
Name
|
Number of shares
|
Grant date
|
vested
|
|||||
Richard A. Hubbell
|
6,000 |
1/22/2008
|
1/22/2014
|
|||||
18,000 |
1/27/2009
|
1/27/2015
|
||||||
21,000 |
1/26/2010
|
1/26/2016
|
||||||
32,000 |
1/25/2011
|
1/25/2017
|
||||||
40,000 |
1/24/2012
|
1/24/2018
|
||||||
40,000 |
1/22/2013
|
1/22/2019
|
||||||
Ben M. Palmer
|
3,000 |
1/22/2008
|
1/22/2014
|
|||||
12,000 |
1/27/2009
|
1/27/2015
|
||||||
15,000 |
1/26/2010
|
1/26/2016
|
||||||
24,000 |
1/25/2011
|
1/25/2017
|
||||||
30,000 |
1/24/2012
|
1/24/2018
|
||||||
30,000 |
1/22/2013
|
1/22/2019
|
||||||
R. Randall Rollins
|
6,000 |
1/22/2008
|
1/22/2014
|
|||||
18,000 |
1/27/2009
|
1/27/2015
|
||||||
21,000 |
1/26/2010
|
1/26/2016
|
||||||
32,000 |
1/25/2011
|
1/25/2017
|
||||||
40,000 |
1/24/2012
|
1/24/2018
|
||||||
40,000 |
1/22/2013
|
1/22/2019
|
||||||
James A. Lane, Jr.
|
4,000 |
1/22/2008
|
1/22/2014
|
|||||
16,000 |
1/27/2009
|
1/27/2015
|
||||||
18,000 |
1/26/2010
|
1/26/2016
|
||||||
24,000 |
1/25/2011
|
1/25/2017
|
||||||
30,000 |
1/24/2012
|
1/24/2018
|
||||||
35,000 |
1/22/2013
|
1/22/2019
|
||||||
Linda H. Graham
|
2,000 |
1/22/2008
|
1/22/2014
|
|||||
6,000 |
1/27/2009
|
1/27/2015
|
||||||
7,200 |
1/26/2010
|
1/26/2016
|
||||||
12,000 |
1/25/2011
|
1/25/2017
|
||||||
15,000 |
1/24/2012
|
1/24/2018
|
||||||
20,000 |
1/22/2013
|
1/22/2019
|
26 |
●
|
the number of shares of Common Stock acquired by the executives named in the Summary Compensation
Table upon the exercise of stock options during the fiscal year ended December 31, 2013;
|
● | the aggregate dollar amount realized on the exercise date for such options computed by multiplying the number of shares acquired by the difference between the market value of the shares on the exercise date and the exercise price of the options; |
●
|
the number of restricted shares of Common Stock acquired by the executives named in the Summary Compensation Table upon the vesting of shares during the fiscal year ended December 31, 2013; and |
●
|
the aggregate dollar amount realized on the vesting date for such restricted stock computed by multiplying the number of shares which vested by the market value of the shares on the vesting date. |
Option Awards | Stock Awards | |||||||||||||||
Number of
|
Number of
|
|||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
|||||||||||||
Acquired
|
Realized on
|
Acquired
|
Realized on
|
|||||||||||||
on Exercise
|
Exercise
|
on Vesting
|
Vesting
|
|||||||||||||
Name
|
(#) |
($)
|
(#) |
($)
|
||||||||||||
Richard A. Hubbell
|
–– | –– | 33,000 | 209,970 | ||||||||||||
Ben M. Palmer
|
–– | –– | 21,200 | 134,820 | ||||||||||||
R. Randall Rollins
|
–– | –– | 33,000 | 209,970 | ||||||||||||
James A. Lane,
Jr.
|
–– | –– | 26,000 | 165,380 | ||||||||||||
Linda H. Graham
|
–– | –– | 11,200 | 71,250 |
Present
|
||||||||||||||
Number of
|
Value of
|
Payments
|
||||||||||||
Years Credited
|
Accumulated
|
During Last
|
||||||||||||
Service
|
Benefit
|
Fiscal Year
|
||||||||||||
Name
|
Plan Name
|
(#) (1) |
($)
|
($)
|
||||||||||
Mr. Richard A. Hubbell
|
Retirement Income Plan
|
–– | –– | –– | ||||||||||
Mr. Ben M. Palmer
|
Retirement Income Plan
|
–– | –– | –– | ||||||||||
Mr. R. Randall Rollins
|
Retirement Income Plan
|
–– | –– | –– | ||||||||||
Mr. James A. Lane,
Jr.
|
Retirement Income Plan
|
14 | 498,972 | 34,008 | ||||||||||
Ms. Linda H. Graham
|
Retirement Income Plan
|
–– | –– | –– |
(1) | All of the executive officers with the exception of Mr. James A. Lane, Jr., are eligible to receive benefits under the RPC Retirement Income Plan and do not participate in the Company’s Retirement Income Plan. The difference in years of credited and actual service for Mr. Lane is due to the freezing of benefit accruals in 2002. See discussion below for further details. |
27 |
Executive
|
Registrant
|
Aggregate
|
Aggregate
|
Aggregate
|
||||||||||||||||
Contributions in
|
contributions in
|
earnings in
|
withdrawals/
|
balance at
|
||||||||||||||||
Name
|
last FY ($)
(1)
|
last FY ($)
|
last FY ($)
|
distributions ($)
|
last FYE ($)
|
|||||||||||||||
Richard A. Hubbell
|
–– | –– | –– | –– | –– | |||||||||||||||
Ben M. Palmer
|
–– | –– | –– | –– | –– | |||||||||||||||
R. Randall Rollins
|
–– | –– | –– | –– | –– | |||||||||||||||
James A. Lane, Jr.
|
–– | –– | –– | –– | 1,109,326 | |||||||||||||||
Linda H. Graham
|
28,750 | –– | 35,827 | –– | 421,175 |
(1) | Represents amounts related to the base salary paid in 2013 which have been deferred by the executive officer that are included in the Summary Compensation Table on page 24. |
28 |
Stock Awards | |||||||||
Number of shares underlying
|
Unrealized value of
|
||||||||
Name
|
unvested stock (#) |
unvested stock ($)
|
|||||||
Richard A. Hubbell
|
|||||||||
●
|
Retirement
|
34,833 | 350,070 | ||||||
●
|
Disability
|
54,638 | 549,110 | ||||||
●
|
Death
|
157,000 | 1,577,850 | ||||||
●
|
Change in control
|
157,000 | 1,577,850 | ||||||
Ben M. Palmer
|
|||||||||
●
|
Retirement
|
–– | –– | ||||||
●
|
Disability
|
38,443 | 386,350 | ||||||
●
|
Death
|
114,000 | 1,145,700 | ||||||
●
|
Change in control
|
114,000 | 1,145,700 | ||||||
R. Randall Rollins
|
|||||||||
●
|
Retirement
|
34,833 | 350,070 | ||||||
●
|
Disability
|
54,638 | 549,110 | ||||||
●
|
Death
|
157,000 | 1,577,850 | ||||||
●
|
Change in control
|
157,000 | 1,577,850 | ||||||
James A. Lane, Jr.
|
|||||||||
●
|
Retirement
|
27,500 | 276,380 | ||||||
●
|
Disability
|
38,249 | 384,400 | ||||||
●
|
Death
|
127,000 | 1,276,350 | ||||||
●
|
Change in control
|
127,000 | 1,276,350 | ||||||
Linda H. Graham
|
|||||||||
●
|
Retirement
|
12,283 | 123,440 | ||||||
●
|
Disability
|
20,326 | 204,280 | ||||||
●
|
Death
|
62,200 | 625,110 | ||||||
●
|
Change in control
|
62,200 | 625,110 |
29 |
|
●
|
Accrued salary and vacation pay.
|
|
●
|
Distributions of plan balances under the 401(k) Plan.
|
30 |
2013
|
2012
|
|||||||
Audit fees and quarterly reviews
(1)
|
$ | 671,030 | $ | 705,150 | ||||
Audit related fees
|
–– | –– | ||||||
Tax fees
|
–– | –– | ||||||
All other fees
|
–– | –– |
31 |
BY ORDER OF THE BOARD OF DIRECTORS
|
|||
Linda H. Graham, Secretary
|
|||
Atlanta, Georgia
|
|||
March 17, 2014 |
32 |
1.
|
“Affiliate” means any entity other than the Company and its Subsidiaries that is designated by the Board as a participating employer under this Plan, provided that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 50% of the ownership interests in such entity.
|
2.
|
“Award” shall mean any award or benefit granted under this Plan, including, without limitation, the grant of Options, SARs, Restricted Stock Unit Awards, Restricted Stock Awards, Performance Stock Awards and Performance Unit Awards. “Award Agreement” shall have the meaning provided in Section 10(h) below.
|
3.
|
“Board” means the Board of Directors of the Company.
|
4.
|
“Book Value” means, at any given date, (i) the consolidated stockholders’ equity in the Company and its Subsidiaries, as shown on the Company’s consolidated balance sheet as of the end of the immediately preceding fiscal year, subject to such adjustments as the Committee shall in good faith specify at grant, divided by (ii) the number of shares of Outstanding Stock as of such year-end date (as adjusted by the Committee for subsequent events).
|
5.
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings, regulations and guidance thereunder, and any successors to such Code and applicable rulings, regulations and guidance.
|
6.
|
“Committee” means the Committee referred to in Section 2 of this Plan. If at any time no Committee shall be in office, then the functions of the Committee specified in this Plan may be exercised by the Board or the Compensation Committee of the Board, as set forth in Section 2 hereof.
|
7.
|
“Company” means Marine Products Corporation, a corporation organized under the laws of the State of Delaware, or any successor corporation.
|
8.
|
“Disability” means disability as determined under procedures established by the Committee for purposes of this Plan and shall in all events be consistent with the definition of “disabled” provided in Sections 422(c)(6) and 22(e)(3) of the Code; provided, however, that with respect to an Award subject to Section 409A of the Code that is paid or settled on account of a Participant’s “disability,” the payment or settlement of the Award shall be made only if the Participant has a “disability” as defined in Section 409A of the Code.
|
9.
|
“Early Retirement” means retirement with the express written consent of the Committee (given for purposes of this Plan only at or before the time of such retirement) from active employment with the Company and/or any Subsidiary or Affiliate or pursuant to the early retirement provisions of the applicable pension plan of such entity.
|
10. | “Fair Market Value” means, unless otherwise determined by the Committee, in good faith and having due regard to Section 409A of the Code, as of any given date (the “Valuation Date”): |
A-1 |
A-2 |
A-3 |
(i) | the Award is forfeited or canceled; | |
(ii) | the Award is settled in cash; | |
(iii) |
such shares are withheld from the Award or otherwise tendered, physically or by attestation, to pay the exercise or purchase price of an Award granted under this Plan, or to satisfy applicable tax withholding obligations incurred in connection with the Award.
|
(i) | The full number of shares of Stock available for delivery under this Plan may be delivered pursuant to Incentive Stock Options; | ||
(ii) | The maximum number of shares of Stock that may be covered by Awards granted to any one individual pursuant to Sections 5 and 6 (relating to Options and SARs) shall be 200,000 during any fiscal year; and | ||
(iii) | The maximum number of shares of Stock that may be covered by Awards granted to any one individual pursuant to Section 7 (relating to Other Stock-Based Awards) shall be 200,000 during any fiscal year. |
A-4 |
A-5 |
A-6 |
(i) |
The term of each Stock Appreciation Right shall be fixed by the Committee at grant, and no such Stock Appreciation Right shall be exercised more than ten years after the date it is granted, except that, to the extent a Stock Appreciation Right cannot be exercised during its initial term because such exercise would violate Federal, state or local laws, then the expiration of such Award shall automatically be tolled for the period during which such exercise would violate applicable law, but no more than 30 days.
|
||
(ii) |
Stock Appreciation Rights shall be exercised at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its sole discretion, that any Stock Appreciation Right is exercisable only in installments, the Committee may waive such installment exercise provisions at any time after grant in whole or in part, based on such factors as the Committee shall determine in its sole discretion.
|
||
(iii) |
Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive an amount in cash and/or shares of Stock equal in value to the excess of Fair Market Value of the Stock on the date of exercise over the Fair Market Value of the Stock on the date of grant (the “Base Price”) multiplied by the number of Stock Appreciation Rights exercised, with the Committee having the right to determine the form of payment.
|
||
(iv) |
Subject to whatever installment exercise provisions or other restrictions apply hereunder, Stock Appreciation Rights may be exercised in whole or in part at any time during the term thereof by giving written notice of exercise to the Company specifying the number of rights to be exercised.
|
||
(v) |
Sections 5(e) through (j) hereof shall apply equally to all Stock Appreciation Rights granted pursuant to this Plan, as if each reference therein to a “Stock Option” was instead a reference to a “Stock Appreciation Right.”
|
A-7 |
SECTION 7. OTHER STOCK-BASED AWARDS. | ||||
(a)
|
ADMINISTRATION. The Committee may grant such Other Stock-Based Awards not described above that the Committee determines to be consistent with the purpose of this Plan and the interests of the Company. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Other Stock- Based Awards shall be made, the number of shares of Stock to be awarded pursuant to such Other Stock-Based Awards, and all other conditions of the Other Stock-Based Awards. The Committee may also provide for the grant of Stock upon the completion of a specified performance period or event. | |||
The Committee may designate whether any such Awards being granted to any Participant are intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Awards designated as intended to be “performance-based compensation” shall be conditioned on the achievement of one or more performance measures. The performance measures that may be used by the Committee for such Awards shall be based on any one or more of the following, as selected by the Committee: increase in stock price, return on capital or increase in pretax earnings of the Company and/or one or more divisions and/or subsidiaries, return on stockholders’ equity of the Company, increase in earnings per share of the Company, sales of the Company and/or one or more divisions and/or subsidiaries, pretax earnings of the Company and/or one or more divisions and/or subsidiaries, net earnings of the Company and/or one or more divisions and/or subsidiaries, control of operating and/or non-operating expenses of the Company and/or one or more divisions and/or subsidiaries, margins of the Company and/or one or more divisions and/or subsidiaries, cash flow of the Company and/or one or more divisions and/or subsidiaries, market price of the Company’s securities, and solely for an Award not intended to constitute “performance-based compensation” under Section 162(m) of the Code, other factors directly tied to the performance of the Company and/or one or more divisions and/or subsidiaries or other performance criteria. For Awards intended to be “performance-based compensation,” the grant of the Awards and the establishment of the performance measures shall be made during the period required under Code Section 162(m). | ||||
The provisions of Other Stock-Based Awards need not be the same with respect to each recipient. | ||||
(b)
|
TERMS AND CONDITIONS. Other Stock-Based Awards made pursuant to this Section 7 shall be subject to the following terms and conditions: | |||
(i)
|
Transferability.
Subject to the provisions of this Plan and the Award Agreement, Other Stock-Based Awards and shares subject to such Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, in the case of shares of Stock, prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses, and in all other cases, not at all.
|
|||
(ii)
|
Dividends and Interest.
Subject to the provisions of this Plan and the Award Agreement and unless otherwise determined by the Committee at grant, the recipient of an Award under this Section 7 shall be entitled to receive interest or dividends or interest or dividend equivalents with respect to the number of shares covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Stock or otherwise reinvested.
|
|||
(iii)
|
Vesting and Forfeiture.
Any Award under this Section 7 and any Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion, at grant.
|
|||
(iv)
|
Settlement.
In the case of any Other Stock-Based Award that is not subject to Section 8(a) below and that is subject to Section 409A of the Code, and that provides for a distribution upon the lapse of a risk of forfeiture, if the timing of such distribution is not otherwise specified in this Plan or Award Agreement or other governing document, the distribution shall be made no later than March 15 of the year following the calendar year in which receipt of such distribution is no longer subject to a “
substantial risk of forfeiture
” within the meaning of Section 409A of the Code.
|
|||
(v)
|
Waivers and Acceleration.
In the event of the Participant’s Retirement, Disability or death, and in other instances, the Committee may, in its sole discretion, waive in whole or in part any or all of the remaining limitations, performance requirements or restrictions imposed (if any) with respect to any or all of an Award under this Section 7 and/or accelerate the payment of cash or Stock pursuant to any such Award; provided, however, that such acceleration of payment shall not result in such Award violating Section 409A of the Code.
|
|||
(vi)
|
Consideration.
Stock (including securities convertible into Stock) issued on a bonus basis under this Section 7 may be issued for no cash consideration, subject to Section 11(a) below.
|
A-8 |
(vii)
|
Restricted Stock - Disability or death.
Unless otherwise determined by the Committee at grant, and except as otherwise provided by the Committee or permitted by this Plan, if a Participant’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of (i) permanent Disability in which case a portion of such unvested Restricted Stock may vest as determined by the Committee or (ii) death, in which case all unvested Restricted Stock shall vest immediately.
|
|||
(viii)
|
Other Termination of Employment.
Unless otherwise determined by the Committee (or pursuant to procedures established by the Committee) at grant, and except as otherwise provided by the Committee or permitted by this Plan, all unvested Other Stock-Based Awards shall be immediately forfeited upon the termination of a Participant’s employment by the Company and/or any Subsidiary or Affiliate for any reason other than Disability or death, including without limitation in the case of voluntary or involuntary resignation of employment by the Participant.
|
|||
(ix)
|
Repurchase.
The Committee may at any time offer to buy out for a payment in cash or Stock an Other Stock-Based Award previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.
|
(a)
|
Settlement.
In all cases, payment of any Restricted Stock Unit, share of Performance Stock or Performance Unit will be made no later than March 15 of the year following the calendar year in which receipt of the payment thereon is no longer subject to a “
substantial risk of forfeiture
” within the meaning of Section 409A of the Code.
|
|
(b)
|
Performance Stock and Units – death or Disability.
Unless otherwise determined by the Committee at grant, and except as otherwise provided by the Committee or permitted by this Plan, if a Participant’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of death or Disability, the estate of the Participant or the Participant, as applicable, will receive a pro rata portion of the payment or Stock the Participant would have received for Performance Stock or Performance Units, based on the number of full months in the performance period prior to the Participant’s death or Disability, divided by the total number of months in the performance period. All such pro rata payments with respect to Performance Stock and Units shall be made no later than 90 days following the date of the Participant’s death or Disability, as applicable.
|
|
(c)
|
Restricted Stock Units – death and Disability.
Unless otherwise determined by the Committee at grant and except as otherwise provided by the Committee or permitted by this Plan, if a Participant’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of death or Disability, a pro rata portion of the restrictions pertaining to continued employment on any time-vested Restricted Stock Unit will lapse, based on the number of full months the Participant was employed during the restriction period divided by the total number of months in the restriction period. To the extent that any Restricted Stock Unit is subject to performance conditions, the estate of the Participant or the Participant, as applicable, will receive a pro rata portion of the payment or Stock the Participant would have received based on the number of full months in the performance period prior to the Participant’s death or Disability, divided by the total number of months in the performance period. All such pro rata payments of Restricted Stock Units shall be made no later than 90 days following the date of the Participant’s death or Disability, as applicable.
|
|
(i)
|
increase the number of shares that may be issued under this Plan (except by certain adjustments provided for under this Plan);
|
|
(ii)
|
change the class of persons eligible to receive Incentive Stock Options under this Plan;
|
|
(iii)
|
change the requirements of Section 5 hereof regarding the exercise price; or
|
|
(iv)
|
amend this Plan in a manner that would require approval of the Company’s shareholders under applicable law, regulation or rule.
|
A-9 |
(a)
|
Compliance with Applicable Law.
Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Stock under any Award if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter_dealer quotation system or other forum in which shares of Stock are quoted or traded (including, without limitation, Sections 162(m) and 409A or 422 of the Code), and, as a condition of any sale or issuance of shares of Stock under an Award, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. This Plan, the grant and exercise of Awards hereunder, and the obligation of the Company to sell and deliver shares of Stock, shall be subject to all applicable laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.
|
|
In particular, the Company shall not be obligated to sell or issue any shares pursuant to any Option or other Award unless the shares underlying the Award are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The Company shall have no obligation to register pursuant to the 1933 Act any shares of Stock issued pursuant to this Plan. The Committee may require each person acquiring shares pursuant to an Award under this Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares for investment and without a view to distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.
|
||
All certificates for shares of Stock or other securities delivered under this Plan shall be subject to such conditions, stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
||
The Company shall not issue any shares of Stock under this Plan before the Company has received the consideration to be paid therefor, to the extent required in order for such shares to be
“
fully paid
”
under Section 152 of the Delaware General Corporations Law, such consideration to have a value not less than the par value of such shares to the extent required by Section 153 of the Delaware General Corporation Law.
|
||
(b)
|
Other Compensation.
Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.
|
|
(c)
|
No Right to Employment.
The adoption of this Plan shall not confer upon any employee of the Company or of any Subsidiary or Affiliate any right to continued employment with the Company or a Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary or Affiliate to terminate the employment of any of its employees at any time.
|
|
(d)
|
Tax Withholding.
No later than the date as of which an amount first becomes includable in the gross income of the Participant for federal income tax purposes with respect to the exercise of any Option or Stock Appreciation Right or any Award under this Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Subsidiaries or Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.
|
A-10 |
(e)
|
Dividend Reinvestment.
The actual or deemed reinvestment of dividends or dividend equivalents in additional types of Awards at the time of any dividend payment shall only be permissible if sufficient shares of Stock are available under Section 3 for such reinvestment, taking into account other Awards then outstanding.
|
|
(f)
|
Governing Law.
This Plan and all Awards made and actions taken hereunder shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, and in accordance with the laws of the State of Georgia in all other respects.
|
|
(g)
|
Other Benefits.
The value of Awards made pursuant to this Plan shall not be included as part of the definition of “cash compensation” in connection with any other benefit offered by the Company.
|
|
(h)
|
Award Agreements; Electronic Delivery.
An Award under this Plan shall be subject to such terms and conditions, not inconsistent with this Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document or other evidence (including evidence in an electronic medium) as is approved by the Committee. A copy of such document or evidence shall be provided to the Participant. Such document or evidence is referred to in this Plan as an “Award Agreement” regardless of whether any Participant signature is required.
|
|
The Company may deliver by email or other electronic means (including posting on a web site maintained by the Company or by a third party under contract with the Company) all documents relating to this Plan or any Award thereunder (including without limitation prospectuses required by the SEC) and all other documents that the Company is required to deliver to its security holders (including without limitation annual reports and proxy statements).
|
||
(i)
|
Severability.
If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of this Plan and any such Award shall remain in full force and effect.
|
|
(j)
|
No Liability.
Subject to applicable law: (i) no Director shall be liable for anything whatsoever in connection with the exercise of authority under this Plan or the administration of this Plan except such Director’s own willful misconduct; (ii) under no circumstances shall any Director be liable for any act or omission of any other Director; and (iii) in the performance of its functions with respect to this Plan, the Board of Directors or Committee, as the case may be, shall be entitled to rely upon information and advice furnished by the Company’s officers, the Company’s accountants, the Company’s counsel and any other party the Board or Committee deems necessary, and no Director shall be liable for any action taken or not taken in good faith reliance upon any such advice.
|
A-11 |
o |
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
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Please detach along perforated line and mail in the envelope provided .
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20330303040000000000
9
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042214
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “ FOR ” ALL THE NOMINEES LISTED ON PROPOSAL 1, |
“
FOR
”
PROPOSALS 2, 3 AND 4, AND FOR “ONCE EVERY THREE YEARS” ON PROPOSAL 5.
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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Signature of Stockholder
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Date:
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Signature of Stockholder
|
Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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PROXY VOTING INSTRUCTIONS
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INTERNET
-
Access “
www.voteproxy.com
” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE
-
Call toll-free
1-800-PROXIES
(1-800-776-9437) in the United States or
1-718-921-8500
from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
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Vote online/phone until 11:59 PM EST the day before the meeting. |
COMPANY NUMBER
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MAIL
- Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON
- You may vote your shares in person by attending the Annual Meeting.
GO GREEN
- e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.
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ACCOUNT NUMBER
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CONTROL NUMBER
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SHARES
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL
:
The Proxy Statement and 2013 Annual Report
are available at http://www.astproxyportal.com/ast/26232/
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Please detach along perforated line and mail in the envelope provided
IF
you are not voting via telephone or the Internet.
|
|
20330303040000000000 9
|
042214
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “ FOR ” ALL THE NOMINEES LISTED ON PROPOSAL 1, |
“
FOR
”
PROPOSALS 2, 3 AND 4, AND FOR
“
ONCE EVERY THREE YEARS
”
ON PROPOSAL 5.
|
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
|
Signature of Stockholder
|
Date:
|
Signature of Stockholder
|
Date:
|
Note:
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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