Revised Proxy Soliciting Materials (definitive) (defr14a)
July 01 2019 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material pursuant to §240.14a‑12
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KEMET CORPORATION
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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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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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_
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY NOTE
On June 18, 2019, KEMET Corporation (the “Corporation”) filed with the Securities and Exchange Commission its definitive proxy statement for the 2019 Annual Meeting of Stockholders to be held on July 31, 2019 (the “Proxy Statement”). This Amendment No. 1 is being filed to amend the Summary Compensation Table appearing on pages 36 and 37 of the Proxy Statement in order to correct certain inadvertent errors in the transposition of amounts from the footnote to the “All-Other Compensation” column to the body of the table (as well as certain inadvertent errors in that footnote) and the resulting amounts in the “Total” column, as well as certain inadvertent errors in the footnote to the “Non-Equity Incentive Plan Compensation” column (which did not impact the information in the body of the table), and to correct or add certain information for fiscal years prior to 2019 inadvertently omitted.
Except as described below, this Amendment No. 1 does not modify or update any disclosures presented in the Proxy Statement. In addition, this Amendment No. 1 does not reflect events occurring after the date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on July 31, 2019:
This Amendment No. 1, our Notice of Annual Meeting of Stockholders, our Proxy Statement and our Annual Report are available at
http://www.kemet.com/proxymaterials
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CHANGE TO PROXY STATEMENT
All material reported on pages 36 and 37 of the Proxy Statement are hereby amended and restated in its entirety as follows:
SUMMARY COMPENSATION TABLE
The table below summarizes the total compensation earned by each of the Named Executive Officers for each of the last three fiscal years.
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Name and Principal Position
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Year
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Salary ($)
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Bonus ($)(1)
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Stock Awards ($)(2)
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Non-Equity Incentive Plan Compensation ($)(3)
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All-Other Compensation ($)(4)
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Total ($)
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William M. Lowe, Jr. Chief Executive
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2019
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611,392
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326,250
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1,106,409
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1,521,049
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21,256
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3,586,356
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Officer, former Executive Vice President and
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2018
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565,088
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180,660
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224,911
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1,053,363
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13,614
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2,037,636
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Chief Financial Officer
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2017
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549,995
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236,156
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218,360
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518,703
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19,030
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1,542,244
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Per-Olof Loof
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2019
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668,095
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—
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—
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—
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41,305
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709,400
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former Chief Executive Officer
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2018
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886,250
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552,000
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2,657,001
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2,338,000
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177,039
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6,610,290
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2017
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875,000
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525,000
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350,000
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1,072,381
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191,344
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3,013,725
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Gregory C. Thompson
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2019
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191,667
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199,238
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2,048,000
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563,500
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52,712
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3,055,117
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Executive Vice President
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Chief Financial Officer
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Claudio Lollini
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2019
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337,425
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102,465
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97,335
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498,375
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69,040
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1,104,640
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Senior Vice President,
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2018
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312,863
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93,442
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92,700
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487,757
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21,958
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1,008,720
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Global Sales and Marketing
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2017
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307,250
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78,424
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90,000
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200,229
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189,401
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865,304
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Charles C. Meeks, Jr.
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2019
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443,545
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189,000
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174,836
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822,924
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55,585
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1,685,890
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Executive Vice President,
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2018
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427,542
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156,041
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169,744
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799,149
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49,290
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1,601,766
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Solid Capacitors -Tantalum
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2017
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415,090
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125,653
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164,800
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398,361
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43,973
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1,147,877
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Stefano Vetralla
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2019
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305,333
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89,100
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90,697
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420,639
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1,838,826
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2,744,595
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Senior Vice President,
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Chief Human Resources Officer
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(1)
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Amounts reflected under the “Bonus” column for 2017, 2018 and 2019 represent the discretionary portion of each NEO’s KAIP payable on account of the NEO’s individual performance.
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(2)
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Amounts reflected under the “Stock Awards” column for 2017, 2018 and 2019 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the time-vesting RSUs. Includes a special Award granted to Mr. Lowe by the Board for 50,000 RSUs on January 1, 2019. Also, Mr. Thompson was granted a special award by the Board on December 1, 2018, upon his hire of 100,000 RSUs.
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(3)
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The amounts shown in this column for 2017, 2018 and 2019 reflect awards under the KAIP on account of the Corporation’s performance and, if applicable, the applicable business group’s performance (as noted above, the individual performance component of the KAIP is included in the “Bonus” column) and the portion of the LTIP payable in cash. The table below summarizes the breakdown between KAIP and LTIP received by each NEO. Non-equity incentive plan compensation for each of our NEOs for fiscal years 2019, 2018 and 2017 consists of the following:
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2019
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2018
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2017
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Named Executive Officer
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Non-Discretionary
KAIP ($)
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2018/2019 LTIP ($)(a)
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Non-Discretionary
KAIP ($)
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2017/2018 LTIP ($)(b)
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KAIP ($)
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2016/2017 LTIP ($)(c)
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William M. Lowe
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1,015,000
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506,049
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562,053
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491,310
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388,323
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130,380
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Per-Olof Loof
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—
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—
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1,288,000
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1,050,000
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863,281
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209,100
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Gregory C. Thompson
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563,500
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—
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Charles C. Meeks, Jr.
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441,000
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381,924
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428,349
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370,800
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299,961
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98,400
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Claudio Lollini
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289,800
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208,575
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272,538
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215,219
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182,917
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17,312
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Stefano Vetralla
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252,000
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168,639
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(a)
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The amount shown reflects the total amount of cash paid in June 2019 under the cash portion of the 2018/2019 LTIP due to the Corporation’s performance.
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(b)
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The amount shown reflects the total amount of cash paid in May 2018 under the cash portion of the 2017/2018 LTIP due to the Corporation’s performance.
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(c)
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The amount shown reflects the total amount of cash paid in May 2017 under the cash portion of the 2016/2017 LTIP due to the Corporation’s performance.
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(4)
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All other compensation for each of the Named Executive Officers for fiscal year 2019 consists of the following:
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Name
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Year
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Corporate Contributions to Retirement and 401(k) Plans
($)(a)
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Executive Travel Service
(b)
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Company Car
($)
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Tax Reimburse-ments ($)
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Other
($)
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Total
($)
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William M. Lowe, Jr.
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2019
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16,456
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4,800
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—
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—
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—
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21,256
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Per-Olof Loof
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2019
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35,267
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3,600
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—
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—
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2,438
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(c)
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41,305
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Gregory C. Thompson
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2019
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51,512
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1,200
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—
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—
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—
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52,712
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Charles C. Meeks, Jr.
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2019
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55,585
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—
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—
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—
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—
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55,585
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Claudio Lollini
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2019
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64,240
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4,800
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—
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—
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69,040
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Stefano Vetralla
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2019
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30,207
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—
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11,204
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(d)
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—
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1,797,415
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(d)
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1,838,826
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(a)
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Includes company match contributions (the aggregate of which is not to exceed 6% of base salary and bonus) for the deferred compensation plan, the Secured Benefit Plan, and defined contribution retirement plan.
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(b)
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Represents fees paid for an elevated tier of service offered by our business travel management provider to assist in expediting travel arrangements, avoiding travel disruptions and rescheduling as required.
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(c)
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Represents amounts for spousal travel in connection with attendance at Corporation events and events sponsored by Corporation-supported charitable organizations, as well as amounts paid for home office phone expenses, and supplies.
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(d)
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Represents amounts for Auto ($11,204), Housing ($30,700) and Tax Equalization ($1,766,415) all related to his expatriate assignment within the U.S. Mr. Vetralla's expatriate assignment ended 12/31/2018 and he is now a US employee. All items that need to be converted from Euros to USD were converted using the Exchange factor as of 12/31/2018.
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