- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 21 2012 - 6:05AM
Edgar (US Regulatory)
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ]
|
|
|
|
|
|
Check the appropriate
box:
|
|
|
[ ]
|
|
Preliminary Proxy
Statement
|
[ ]
|
Soliciting Material Under Rule
14a-12
|
[ ]
|
|
Confidential, For Use of
the
Commission Only (as permitted
by Rule 14a-6(e)(2))
|
|
|
[ ]
|
|
Definitive Proxy
Statement
|
|
[X]
|
|
Definitive Additional
Materials
|
|
|
Photronics, Inc.
|
|
|
(Name of Registrant as
Specified In Its Charter)
|
|
|
|
|
|
|
|
|
(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
|
|
Payment of Filing Fee (Check
the appropriate box):
|
[X]
|
|
No fee required.
|
[
]
|
|
Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
|
|
1)
|
|
Title of each class of
securities to which transaction applies:
|
|
|
|
|
|
|
|
2)
|
|
Aggregate number of
securities to which transaction applies:
|
|
|
|
|
|
|
|
3)
|
|
Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
|
|
|
|
|
|
|
|
4)
|
|
Proposed maximum
aggregate value of transaction:
|
|
|
|
|
|
|
|
5)
|
|
Total fee
paid:
|
|
|
|
|
|
[
]
|
|
Fee paid previously
with preliminary materials:
|
[
]
|
|
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
|
|
|
1)
|
|
Amount previously
paid:
|
|
|
|
|
|
|
|
2)
|
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
|
|
|
3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
4)
|
|
Date Filed:
|
|
|
|
|
|
Photronics, Inc. (the Company) is scheduled to hold its Annual
Meeting of Shareholders on March 28,
2012.
The Board of Directors and the management of the Company values
direct interaction and
communication with
shareholders. During fiscal 2011, the Board encouraged senior
management
to solicit feedback from shareholders. Accordingly,
senior
management attended numerous meetings, telephone and conference calls with
the
Companys shareholders. Such communications covered subjects such as the Companys financial and operating performance,
corporate
governance, and executive compensation policies and practices. Some shareholders
have
a policy of not participating in such management meetings.
For the Companys 2011 proxy season, two issues were addressed with a few
of the Companys
significant shareholders,
the excise tax gross up in the Companys executive employment
agreements and shareholder desire to see the Board of Directors appoint a Director with
technical
and semiconductor industry experience as well as someone of Asian descent. This
communication
with shareholders and the Companys response was discussed on page 6 and
15 of the Companys Proxy Statement filed with the Securities and Exchange Commission on
February
23, 2012.
Page 6 of the Proxy Statement states that the Company is open to and receptive
to shareholder
communication. In January of 2012,
the Company announced that Dr. L.C. Hsia, a Taiwanese
national,
with many years of experience in the semiconductor industry joined the Board of
Directors
of Photronics.
Furthermore, Page 15 of the Companys Proxy Statement filed with
the Securities and Exchange Commission on February 23, 2012, states that the Compensation Committee of the Board of Directors
of the Company (the Compensation Committee) understands that excise tax gross up payments upon a change of control
is considered to be a pay practice that is not favored by shareholders. This issue was among several issues analyzed by the Compensation
Committee in the past that was influenced by communications with shareholders.
The Compensation Committee met on March 15, 2012 and decided that
prospectively the
Company will not include tax gross
up provisions in its employment agreements and proposed
the
removal of the excise tax gross up from the Companys current employment agreements.
On
March 16, 2012, the Compensation Committee reached agreement with each of the
Executives
to make such removal.
Please see the Companys Form 8-K filed with the
SEC on March 16, 2012.
During fiscal 2011, management did not receive any other material
feedback about executive
compensation
and practices to report to the Compensation Committee. Furthermore, the Company did
not receive any shareholder proposals for the 2011 and 2012 proxy season.
Photronics (NASDAQ:PLAB)
Historical Stock Chart
From Jul 2024 to Aug 2024
Photronics (NASDAQ:PLAB)
Historical Stock Chart
From Aug 2023 to Aug 2024