UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended June 30, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 001-32875
BURGER KING HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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75-3095469
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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5505 Blue Lagoon Drive, Miami, Florida
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33126
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code
(305) 378-3000
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
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No
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
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No
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The aggregate market value of the Common Stock held by non-affiliates of the registrant as of
December 31, 2009 was $1.7 billion.
The number of shares outstanding of the Registrants Common Stock as of September 13, 2010 was 136,465,856.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
EXPLANATORY NOTE
Burger King Holdings, Inc. (the Company, we, us or our) is filing this Amendment No. 1 on
Form 10-K/A (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended June 30,
2010 (the Original Filing or Form 10-K), which was originally filed with the Securities and
Exchange Commission (the SEC) on August 26, 2010 solely to include the information required in
Part III (Items 10, 11, 12, 13 and 14) of Form 10-K that was previously omitted from the Original
Filing. Except as expressly set forth herein, this Amendment does not reflect events occurring
after the date of the Original Filing or modify or update any of the other disclosures contained
therein in any way. Accordingly,
this Amendment should be read in conjunction with the Original Filing and the Companys other
filings with the SEC. This Amendment consists solely of the preceding cover page, this
explanatory note, Part III (Items 10, 11, 12, 13 and 14), the signature page and the certifications
required to be filed as exhibits to this Amendment.
3
PART III
Item 10. Directors, Executive Officers and Corporate Governance
CURRENT BOARD OF DIRECTORS
Our Amended and Restated Certificate of Incorporation provides
that the number of directors constituting the Board of Directors
shall not be fewer than three or more than 15, with the exact
number to be fixed by a resolution adopted by the affirmative
vote of a majority of the Board. The Board of Directors has
fixed the number of directors at 10. The term of office of each
director is one year and each director continues in office until
he resigns or until a successor has been elected and qualified.
John W. Chidsey, Richard W. Boyce, David A. Brandon, Ronald M.
Dykes, Peter R. Formanek, Manuel A. Garcia, Sanjeev K. Mehra,
Stephen G. Pagliuca, Brian T. Swette and Kneeland C. Youngblood
currently serve as directors. Messrs. Boyce, Pagliuca and
Mehra were appointed to the Board of Directors by certain
private equity funds affiliated with each of TPG Capital, Bain
Capital Partners and Goldman, Sachs & Co. (the
Goldman Sachs Funds) respectively, pursuant to the
Shareholders Agreement referred to below under
Shareholders Agreement.
4
The following table sets forth the name, age, principal
occupation of, and other information regarding, each of the
current directors of the Company:
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John W. Chidsey
Director since 2006
Age 48
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Mr. Chidsey has served as Chairman of our Board since July 1,
2008 and has served as Chief Executive Officer since April 2006.
From September 2005 until April 2006, he served as our President
and Chief Financial Officer and from June 2004 until September
2005, he was our President, North America. Mr. Chidsey
joined us as Executive Vice President, Chief Administrative and
Financial Officer in March 2004 and held that position until
June 2004. From January 1996 to March 2003, Mr. Chidsey served
in numerous positions at Cendant Corporation (a business and
consumer services provider), including Chief Executive Officer
of the Vehicle Services Division and the Financial Services
Division. Mr. Chidsey is a director of HealthSouth Corporation
(a healthcare services provider) and is also a member of the
Board of Trustees of Davidson College.
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Mr. Chidsey has extensive experience in managing and leading
franchised and branded businesses due to his long tenures at
Cendant, PepsiCo. and the Company. He also has experience in
matters of finance, corporate strategy and senior leadership
relevant to large public companies. Mr. Chidsey is a certified
public accountant and a member of the Georgia Bar.
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Richard W. Boyce
Director since 2002
Age 56
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Mr. Boyce has been a Partner of TPG Capital L.P. (formerly Texas
Pacific Group) based in San Francisco, California since
January 1997. Mr. Boyce is a director of LPL Investment
Holdings, Inc. (a holding company for one of the largest
brokerage firms in the U.S.) and Direct General Corporation (an
insurance provider). He has served as a director of On
Semiconductor Corp. (a provider of semiconductor and integrated
circuit devices) and Gate Gourmet (a provider of airline
catering and provisioning services).
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Mr. Boyce has financial, operating and management experience
gained through his roles as chief executive officer of J. Crew
Group, Inc. (a clothing retailer) and as a former chairman of
the board of directors of Burger King Corporation. He also has a
high level of financial literacy gained through his investment
experience as a partner at TPG Capital in addition to knowledge
and experience gained through service on the boards of numerous
public companies.
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David A. Brandon
Director since 2003
Age 58
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David A. Brandon has served on our Board since September 2003.
Mr. Brandon is Director of Athletics at The University of
Michigan and has served in that role since March 2010. He
previously served as the Chairman and CEO of Dominos Pizza
in Ann Arbor, Michigan from March 1999 through March 2010. Mr.
Brandon is a director of The TJX Companies (a discount retailer
of apparel and home fashion), Dominos Pizza, Kaydon
Corporation (a designer and manufacturer of engineered
performance products) and DTE Energy (a technology provider for
residential and commercial electric natural gas)
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He
previously served as a director of Northwest Airlines.
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Mr. Brandon has experience in senior leadership and management
roles in various businesses operating in global markets and
spanning a diverse range of products and services, including
retail pizza delivery and distribution through his role as the
CEO of Dominos Pizza for more than 10 years. The
Board benefits from Mr. Brandons breadth of knowledge and
insight into the management of rapid growth and global
expansion, marketing, advertising, brand management and
operations.
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Ronald M. Dykes
Director since 2007
Age 63
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Mr. Dykes has been a director since April 2007 and lead
independent director since April 2010. Mr. Dykes most
recently served as Chief Financial Officer of BellSouth
Corporation, a position he retired from in 2005. Prior to his
retirement, Mr. Dykes worked for BellSouth Corporation and its
predecessor entities in various capacities for over
34 years. Mr. Dykes is a director of American Tower
Corporation (an operator of wireless communication towers), and
from October 2000 through December 31, 2005, also served as a
director of Cingular Wireless, most recently as Chairman of the
Board.
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Mr. Dykes has management experience in communications network
operations and engineering, financial expertise with companies
in the wireless communications sector, substantial experience as
a director for public companies and years of experience
providing strategic development and advisory services to global
companies.
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Peter R. Formanek
Director since 2003
Age 67
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Mr. Formanek has been a private investor since May 1994. Mr.
Formanek is a co-founder and retired President of AutoZone,
Inc. He is a director and member of the audit committee of KAR
Auction Services (a leading wholesaler of used and salvaged
vehicles). He previously served as a director of Perrigo, Co.
(a manufacturer and marketer of over-the-counter drugs), Borders
Group, and The Sports Authority.
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Mr. Formanek has financial, operating and management experience
gained through his role as the co-founder and President of
Autozone, Inc. He also has experience as a director of private
and public companies and has served as a member of the audit
committee of another public company. His current role as a
private investor enables him to bring the investors
perspective to our Board.
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Manuel A. Garcia
Director since 2003
Age 67
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Mr. Garcia has served as President and Chief Executive Officer
of Atlantic Coast Management, Inc., an operator of various
restaurants in the Orlando, Florida area, since 1996. Mr. Garcia
is Chairman of the Board of Culinary Concepts, Inc. (a food
processing company) and is a member of the Board of Trustees of
Florida State University.
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Mr. Garcia has experience in the restaurant industry as a former
franchisee of Burger
King
®
and as an operator of other restaurant chains and concepts. The
Board benefits from Mr. Garcias breadth of knowledge and
insight into restaurant operations and his financial literacy
gained through his ownership and management of various business
enterprises.
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Sanjeev K. Mehra
Director since 2002
Age 51
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Mr. Mehra has been with Goldman, Sachs & Co. in New York,
New York since 1986, and has been a Managing Director since
1996. Mr. Mehra is a director of SunGard Capital Corp.
(SCC), SunGard Capital Corp. II (SCC
II), SCCs subsidiary, and SunGard Data Systems, Inc
(collectively, a software and processing solutions company),
ARAMARK Corporation (a provider of uniform and career apparel),
First Aviation Services, Inc. (a fixed base operator),
Sigma Electric Manufacturing Corp. (a manufacturer of
custom electric fittings), KAR Auction Services, Inc. and Hawker
Beechcraft, Inc. (a manufacturer of piston, turboprop and jet
aircraft). Mr. Mehra has served as a director of Hexcel Corp.
(a manufacturer of advance composite materials) and Nalco
Holding Co. (a water treatment and process improvement company).
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Mr. Mehra has management, leadership and financial expertise
gained through his experience in the financial services
industry. The Board benefits from Mr. Mehras
experience as a managing director in the private equity area and
the corporate finance department of Goldman, Sachs & Co and
his experience as a director of other multinational public and
private companies.
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Stephen G. Pagliuca
Director since 2010
Age 55
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Stephen G. Pagliuca served on our Board from December 2002
through September 21, 2009. He resigned briefly in September
2009 to run for political office and was reappointed on January
20, 2010. Mr. Pagliuca has served as a Managing Director of Bain
Capital Partners, LLC since 1989. Mr. Pagliuca is a director of
HCA (Hospital Corporation of America), Gartner, Inc. (a
technology research and advisory firm) and the Weather Channel.
Mr. Pagliuca has served as a director of Warner Chilcott Limited
(an international pharmaceutical company), Quintiles
Transitional Corp. (a contract research company for biotech and
pharmaceutical companies), FCI, S.A. (a manufacturer of
electronic and optical connectors) and Epoch Senior Living, Inc.
(an assisted living and senior healthcare company).
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Mr. Pagliuca has management and leadership experience as a
managing director of Bain Capital Partners, LLC. The Board
benefits from Mr. Pagliucas experience in developing the
turnaround practice at Bain Capital, his experience as a
director of other multinational public and private companies and
his experience as a senior accountant and tax specialist with a
public accounting firm.
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Brian T. Swette
Director since 2003
Age 56
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Mr. Swette served as Non-Executive Chairman of our Board from
April 2006 to June 30, 2008. Mr. Swette served as Chief
Operating Officer of eBay from 1998 to 2002 and has been a
private investor since 2002. Mr. Swette is a director of Jamba,
Inc. (a chain of smoothie restaurants) and Shutterfly Inc. (an
Internet-based social expression and personal publishing
service). Mr. Swette is also a director of the following private
companies: The FRS Company (maker of nutraceutical energy
products) and Care.com (an online source for caregiver
services). Mr. Swette previously served as a director of
TheLadders.com (an online marketplace for professional
employees).
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Mr. Swette brings to the Board his executive and management
experience as well as significant knowledge of Internet
companies and consumer industries. Mr. Swettes
marketing skills brings a relevant perspective to our Board of
Directors and management.
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Kneeland C. Youngblood
Director since 2004
Age 54
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Mr. Youngblood is a founding partner of Pharos Capital Group,
L.L.C., a private equity firm focused on health care, business
services and opportunistic investments, and has served as
managing partner since January 1998. Mr. Youngblood is a
director of Starwood Hotels and Resorts Worldwide, Inc., Gap
Inc. and Energy Future Holdings (formerly TXU) (an electric
utility company).
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Mr. Youngbloods experience on the boards of two other
consumer-facing public companies and several private companies
and his experience as the founding partner of Pharos Capital
Group, L.L.C. give him a wide range of experience in a number of
industries.
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7
Audit
Committee
The Board of Directors has established an Audit Committee.
The Audit Committee assists the Board in its oversight of
(i) the integrity of our financial statements,
(ii) the qualifications, independence and performance of
our independent registered public accounting firm,
(iii) the performance of our internal audit function, and
(iv) compliance by us with legal and regulatory
requirements and our compliance program. The Audit Committee is
responsible for the appointment, compensation, retention and
oversight of the work of our independent registered public
accounting firm.
The current members of the Audit Committee are
Messrs. Ronald M. Dykes (Chairman), Peter R. Formanek and
Manuel A. Garcia. The Board of Directors has determined that
(i) Messrs. Dykes, Formanek and Garcia are independent
directors under the Independence Standards and the Audit
Committee Independence Standards, and (ii) all of the
members of the Audit Committee are financially
literate as defined by the NYSE rules. The Board of
Directors also has determined that Mr. Dykes possesses
financial management
expertise under the NYSE rules and qualifies as an
audit committee financial expert as defined by the
applicable SEC regulations.
8
EXECUTIVE
OFFICERS
The following table sets forth the name, age and position with
the Company of each of our current executive officers who is not
also a director of the Company:
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Name
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Age
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Position
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Natalia Franco
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48
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Global Chief Marketing Officer
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Ben K. Wells
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56
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Chief Financial Officer
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Julio A. Ramirez
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56
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EVP, Global Operations
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Peter C. Smith
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54
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EVP, Chief Human Resources Officer
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Anne Chwat
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51
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EVP, General Counsel and Secretary
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Charles M. Fallon, Jr.
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48
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President, North America
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Kevin Higgins
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47
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President, EMEA
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Natalia Franco
has served as our Global Chief Marketing
Officer, since May 2010. From August 2006 until May 2010, she
was Vice President, Global Marketing and Innovation,
McDonalds Division, at The Coca Cola Company. Before
joining The
Coca-Cola
Company, Ms. Franco served as USA Vice President
Cereal Strategic Growth Channels with the Big G
Cereal Division at General Mills from July 2004 until July 2006.
From November 1995 until July 2004, Ms. Franco held various
marketing responsibilities at General Mills and Pillsbury.
Ben K. Wells
has served as our Chief Financial Officer
since April 2006. From May 2005 to April 2006, Mr. Wells
served as our Senior Vice President and Treasurer. From June
2002 to May 2005 he was a Principal and Managing Director at BK
Wells & Co., a corporate treasury advisory firm in
Houston, Texas. From June 1987 to June 2002, he was at
Compaq Computer Corporation, most recently as Vice President,
Corporate Treasurer. Before joining Compaq, Mr. Wells held
various finance and treasury responsibilities over a
10-year
period at British Petroleum.
Julio A. Ramirez
has served as our EVP, Global Operations
since September 2008. Mr. Ramirez has worked for Burger
King Corporation for 25 years. From January 2002 to
September 2008, Mr. Ramirez served as our President, Latin
America. During his tenure, Mr. Ramirez has held several
positions, including Senior Vice President of
U.S. Franchise Operations and Development from February
2000 to December 2001 and President, Latin America from 1997 to
2000.
Peter C. Smith
has served as our EVP, Chief Human
Resources Officer since December 2003. From September 1998 to
November 2003, Mr. Smith served as Senior Vice President of
Human Resources at AutoNation.
Anne Chwat
has served as our EVP, General Counsel and
Secretary since September 2004. In June 2008, Ms. Chwat
also began serving as a board member and President of the Have
It your
Way
®
Foundation, the charitable arm of the Burger King system. From
September 2000 to September 2004, Ms. Chwat served in
various positions at BMG Music (now SonyBMG Music
Entertainment), including as Senior Vice President, General
Counsel and Chief Ethics and Compliance Officer.
Charles M. Fallon, Jr.
has served as our President,
North America since June 2006. From November 2002 to June 2006,
Mr. Fallon served as Executive Vice President of Revenue
Generation for Cendant Car Rental Group, Inc. Mr. Fallon
served in various positions with Cendant Corporation, including
Executive Vice President of Sales for Avis
Rent-A-Car,
from August 2001 to October 2002.
Kevin Higgins
has served as our President, EMEA since
August 2009. From April 2004 through February 2009, he
served as General Manager, Yum! Brands Europe and Russia
Franchise Business Unit. From November 1, 2001 through
April 2004, Mr. Higgins served as Director of Development
and Franchise Recruitment for Yum! Brands Europe.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors,
executive officers and beneficial owners of more than 10% of any
class of our equity securities to file reports of ownership and
changes in ownership of our common stock. To the best of our
knowledge, all required reports were filed on time and all
transactions by our directors, executive officers and beneficial
owners of more than 10% of any class of our equity securities
were reported on time, except for an equity grant for Kevin
Higgins that should have been reported on a Form 4 in
August 2009 and an equity grant for Richard W. Boyce that should
have been reported on Form 4 in November 2009. The failures
to timely report were inadvertent and, as soon as the oversights
were discovered, Mr. Higgins reported the transaction on a
Form 5 and Mr. Boyce reported the transaction on
Form 4.
9
Item 11. Executive Compensation
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis, or CD&A,
describes our compensation philosophy, how the Compensation
Committee establishes executive compensation, the objectives of
our various compensation programs, how performance metrics are
selected and evaluated for the various components of our
compensation programs and how the performance of our CEO and
other NEOs is evaluated and results in the level of compensation
awarded under the various components of our compensation
program.
On September 2, 2010, the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with Blue Acquisition Holding Corporation, a
Delaware corporation (Parent), and Blue
Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(Purchaser). The Merger Agreement provides that, among other things, as soon as practicable
following completion of the tender offer for shares of the Companys common stock, and subject to
the satisfaction or waiver of certain conditions, the Purchaser will merge with and into the
Company (the Merger) in accordance with the Delaware General Corporation Law. In connection with our proposed Merger, the
Compensation Committee has made various decisions with respect
to outstanding cash and equity awards and employment agreements
that we have with certain of our NEOs which will be effective
upon consummation of the Merger. These actions are discussed in
the
Schedule 14d-9
filed by the Company with the SEC on September 16, 2010 (the
Schedule 14d-9) and are not reflected in this CD&A or the compensation
tables.
As used in this CD&A, the following terms have the
following meanings:
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BKC is Burger King Corporation, a Florida
corporation;
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the CEO is our Chief Executive Officer, John W.
Chidsey, who also serves as Chairman of our Board of Directors;
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the NEOs are the following executives:
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John W. Chidsey, Chairman and CEO;
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Ben K. Wells, Chief Financial Officer;
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Anne Chwat, EVP, General Counsel and Secretary;
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Charles M. Fallon, Jr., President, North America;
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Peter C. Smith, EVP, Chief Human Resources Officer; and
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Russell B. Klein, former President, Global Marketing,
Strategy & Innovation;
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the CEO Direct Reports are our executives who report
directly to the CEO. All of the NEOs (other than the CEO) are
CEO Direct Reports; and
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Total Direct Compensation is annual base salary,
cash incentives and long-term equity incentives.
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Special
Note Regarding Determination of NEOs
Mr. Klein entered into a Separation and Release Agreement
with BKC, dated November 5, 2009 (the Separation
Agreement), in which the parties agreed that
Mr. Kleins employment would terminate effective
December 15, 2009. Mr. Klein is an NEO as a result of
his separation payment and a special equity award granted in
fiscal 2010 which was forfeited upon his separation from the
Company. The details of Mr. Kleins Separation
Agreement are discussed below in Agreements with
Mr. Klein.
Our
Compensation Philosophy and Objectives
We believe that compensation is an important tool to further our
long-term goal of creating shareholder value. As such, our
compensation philosophy is based on
pay-for-performance
principles, which incorporate the Companys achievement of
specific financial goals as well as achievement by employees of
individual performance goals. Our compensation programs are
designed to support our business initiatives by:
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rewarding superior financial and operational performance;
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placing a significant portion of compensation at risk if
performance goals are not achieved;
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aligning the interests of the CEO and the CEO Direct Reports
with those of our shareholders; and
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enabling us to attract, retain and motivate top talent.
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10
Our compensation policies are aligned with our business
strategy. The key elements of our business strategy are:
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expand worldwide development;
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invest in our restaurants to drive growth;
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develop innovative products that support both ends of our
barbell menu strategy;
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employ innovative marketing strategies;
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enhance restaurant margins and profitability by:
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achieving our comparable sales and average restaurant sales
potential;
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better utilizing our fixed cost base and exploring ways to
mitigate labor, commodity and energy costs; and
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use proactive portfolio management to drive growth.
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Our executive compensation program for all senior executives at
the Company, including the NEOs, consists of base salary, annual
cash incentives, long-term equity incentives and executive
benefits and perquisites. Annual cash and long-term equity
incentive programs reward our financial performance compared to
goals established for the year. Each year, the Compensation
Committee approves worldwide and regional financial goals for
these programs. We must achieve at least the minimum financial
goals with respect to the annual cash incentive program in order
for any payments to be made for that year.
Individual performance objectives are established at the
beginning of each fiscal year for all of our employees,
including the NEOs. These individual performance objectives are
intended to support our business strategy and inclusion and
leadership development initiatives. Our inclusion and leadership
development initiatives are designed to reinforce the importance
of developing our employees, while respecting and embracing all
of the differences we bring to the Burger
King
®
brand.
The Compensation Committee recommends, and the Board approves,
individual performance objectives for the CEO each fiscal year.
The CEO, assisted by the Chief Human Resources Officer, then
establishes individual performance objectives for each CEO
Direct Report, including the NEOs (other than the CEO, which is
determined by the Compensation Committee, and the Chief Human
Resources Officer, which is determined by the CEO) based on the
objectives that the Board has set for the CEO. Performance
against these pre-established objectives is evaluated by the
Compensation Committee following the end of each fiscal year.
The annual cash incentive for all participants (assuming we have
achieved at least our minimum financial goals) and the long-term
equity incentive for all participants other than the CEO may be
adjusted based on individual performance.
Oversight
of Executive Compensation Programs
Role
of Compensation Committee
The Compensation Committee is composed entirely of outside
directors and is responsible to the Board of Directors and our
shareholders for establishing and overseeing our compensation
philosophy and for overseeing our executive compensation
policies and programs generally. As part of this responsibility,
the Compensation Committee:
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administers our executive compensation programs;
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evaluates the performance of the CEO and the CEO Direct Reports;
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oversees and sets compensation for the CEO and the CEO Direct
Reports;
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makes decisions relating to the issuance of equity to executive
officers; and
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reviews our management succession plan.
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11
The Compensation Committee is responsible for all decisions
relating to the issuance of equity to our executive officers.
However, the Board of Directors approves all compensation
decisions relating to the CEO.
The Compensation Committees charter describes the
Compensation Committees responsibilities. The Compensation
Committee and the Board of Directors review the charter
annually. The charter was last revised on November 19, 2009.
Role
of Compensation Consultant
Under its charter, the Compensation Committee is authorized to
engage the services of outside advisors, experts and others. For
fiscal 2010, the Compensation Committee again engaged Mercer as
an outside compensation consultant to advise the Compensation
Committee on matters related to executive compensation. During
fiscal 2010, Mercer assisted the Compensation Committees
executive compensation-setting process by:
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Reviewing those companies that comprise our peer group and
advising the Compensation Committee on the appropriate levels of
adjustment necessary for comparative purposes;
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Providing a competitive analysis of Total Direct Compensation
for our CEO and the CEO Direct Reports against our peer group
(described below);
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Providing analysis and advice with respect to the evaluation of
the renewal of the employment agreements for our CEO and our CEO
Direct Reports;
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Assisting in the design of our compensation programs for
executives and Board members;
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Reviewing the effectiveness of our compensation programs,
including our annual and long-term incentive programs, against
those of our peer group;
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Providing data to support our current incentive plan parameters
and measures;
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Reviewing our compensation plans to ensure that the design for
fiscal 2010 will be competitive as compared to our industry and
peer group;
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Reviewing the Compensation Committees fiscal 2010 calendar;
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Assisting in compliance with SEC disclosures regarding executive
compensation; and
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Reviewing this CD&A.
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Peer
Group Comparison
To establish Total Direct Compensation levels for our CEO and
the CEO Direct Reports, the Compensation Committee compares our
compensation practices and Total Direct Compensation
opportunities with those of certain publicly-traded peer
companies selected by us. It also considers data reported in
various compensation surveys. In making determinations about
compensation, however, the Compensation Committee places greater
emphasis on the following factors specific to the relevant
individual and his or her role:
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performance and long-term potential;
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nature and scope of the individuals responsibilities and
his or her effectiveness in supporting our long-term
goals; and
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Total Direct Compensation of the individual in relation to other
CEO Direct Reports.
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We believe that the relative pay of each CEO Direct Report as
compared to the pay of each other CEO Direct Report and the CEO
is one factor of many to be considered in establishing
compensation for our CEO Direct Reports. We have not established
a policy regarding the numerical ratio of total compensation of
the CEO to that of the CEO Direct Reports, but we do review
compensation levels to ensure that appropriate internal pay
equity exists. The difference between the CEOs
compensation and that of the CEO Direct Reports reflects the
significant difference in the nature and scope of their relative
responsibilities. The CEOs
12
responsibilities for management and oversight of a global
enterprise are significantly higher than those of the other
executives. As a result, the CEOs compensation is
substantially higher than the compensation of our CEO Direct
Reports.
Our peer group is focused on other restaurant and franchise
companies. We also include companies in the broader consumer
products/services industry and companies with a strong global
footprint because we recruit executive talent from a more
diverse background and we consider international growth to be a
key driver of our success. Additionally, as a highly franchised
company, the complexity of managing the overall Burger
King
®
system may not be reflected in our actual revenue, so for peer
group purposes, we add 50% of the worldwide franchise sales of
our system to our total revenue numbers, thereby increasing our
annual revenue, for comparison purposes, to approximately
$9.3 billion in fiscal 2009. Taking into account this first
adjustment, our annual revenue is still less than the median of
the peer group. The median revenue for the peer group in
calendar year 2009 was $9.8 billion. Consequently, in
consultation with Mercer, we adjust the compensation data from
the peer group companies for differences in revenue to provide
comparable data for our analysis. We review the peer group and
make changes as we deem necessary on an annual basis. While the
Compensation Committee uses the adjusted compensation data from
our peer group as a reference point, it is not, and was not in
fiscal 2010, the determining factor in executive compensation
decisions. The adjusted compensation data is used primarily to
ensure that our executive compensation program as a whole is
competitive when the Company achieves targeted performance
levels.
For the fiscal 2010 analysis, the companies comprising the peer
group and their respective industry groups were:
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Peer Group Company
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GICS Industry Description
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Brinker International, Inc.
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Hotels, Restaurants & Leisure
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Darden Restaurants, Inc.
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Hotels, Restaurants & Leisure
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Dominos Pizza, Inc.
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Hotels, Restaurants & Leisure
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Marriott International, Inc.
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Hotels, Restaurants & Leisure
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McDonalds Corp.
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Hotels, Restaurants & Leisure
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Nike, Inc.
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Textiles, Apparel & Luxury Goods
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PepsiCo. Inc.
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Beverages
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Starbucks Corp.
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Hotels, Restaurants & Leisure
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Starwood Hotels & Resorts Worldwide, Inc.
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Hotels, Restaurants & Leisure
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The
Coca-Cola
Company
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Beverages
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Wendys/Arbys Group, Inc.
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Hotels, Restaurants & Leisure
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Wyndham Worldwide Corp.
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Hotels, Restaurants & Leisure
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Yum! Brands, Inc.
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Hotels, Restaurants & Leisure
|
For fiscal 2011, the peer group will be composed of the same
companies set forth above.
Role
of Executives in Establishing Compensation
Our Chief Human Resources Officer administers our retirement,
severance and other benefit plans and trusts, with oversight and
supervision by the Compensation Committee. In addition, our
Chief Human Resources Officer makes recommendations to the
Compensation Committee regarding job leveling and grading for
the CEO, the CEO Direct Reports and other senior level
employees. Our CEO and Compensation Committee work together to
review our management succession plan for these employees.
The CEO annually reviews the individual performance of each CEO
Direct Report and provides the Compensation Committee with
(i) evaluations of each CEO Direct Report, including an
evaluation of each persons performance against his or her
individual performance objectives and (ii) recommendations
regarding any increase in each persons base salary level,
the individual performance rating for purposes of calculating
his or her annual cash incentive payment and any long-term
equity award.
13
The CEO, Chief Human Resources Officer, General Counsel and Vice
President of Total Rewards attend Compensation Committee
meetings, although they leave the meetings during discussions
and deliberations of individual compensation actions affecting
them personally and during the Compensation Committees
executive sessions.
Elements
of Compensation and Benefit Programs
To achieve our policy goals, the Compensation Committee utilizes
the following components of compensation: base salary, annual
cash incentives, long-term equity incentives, benefits and
perquisites. Different elements of the total compensation
package serve different objectives. Competitive base salaries
and benefits are designed to attract and retain employees by
providing them with a stable source of income and security over
time. Annual cash incentives and long-term equity incentives are
performance-based and, in the case of annual cash incentives,
will only be paid if we achieve our minimum financial goals for
the fiscal year. Moreover, employees who contribute positively
towards our business strategy and inclusion and leadership
development initiatives can increase the amount of their annual
cash incentives and long-term equity incentives based on their
individual performance rating. However, the CEOs annual
equity incentive is not subject to adjustment based on
individual performance. The use of equity compensation supports
the objectives of encouraging stock ownership and aligning the
interests of the NEOs with those of our shareholders, as they
share in both the positive and negative stock price returns
experienced by our shareholders.
The only retirement programs we provide to our NEOs are the
ability to participate in BKCs 401(k) plan and the
Executive Retirement Program as described below in the
Executive Benefits and Perquisites section of this
CD&A.
The Compensation Committee uses Total Direct Compensation as its
measure when it determines the level and components of
compensation for the NEOs. The Compensation Committee reviews
the Total Direct Compensation of the NEOs using data provided by
Mercer and Company management. For the NEOs, the Compensation
Committee places more emphasis on the performance-based
components of Total Direct Compensation. Actual payments may
vary for the NEOs if the Company exceeds or fails to meet
financial and operational targets and may vary for an NEO if he
or she exceeds or fails to meet his or her individual
objectives. The table below sets forth the percentage of
targeted and actual components of Total Direct Compensation for
our current NEOs for fiscal 2010:
Total
Direct Compensation
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Long-Term Equity
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Base Salary
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Annual Cash Incentive
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Incentive
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Name
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Target
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Actual
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Target
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Actual
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Target
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Actual
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John W. Chidsey
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17
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%
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21
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%
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17
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%
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13
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%
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67
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%
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67
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%
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Ben K. Wells
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31
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%
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38
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%
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22
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%
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16
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%
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47
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%
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46
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%
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Anne Chwat
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31
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%
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37
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%
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22
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%
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19
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%
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47
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%
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45
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%
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Charles M. Fallon, Jr.
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31
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%
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38
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%
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22
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%
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16
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%
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47
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%
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46
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%
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Peter C. Smith
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31
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%
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38
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%
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22
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%
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16
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%
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|
47
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%
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46
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%
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The Compensation Committee has set the CEOs variable pay,
as a percentage of total pay, significantly higher than that of
the other NEOs due to the importance of aligning the interests
of the CEO with those of our shareholders and the nature of the
CEOs role and responsibilities as compared to the other
NEOs.
Our executive compensation program is designed to encourage and
reward behavior that promotes sustainable growth in shareholder
value through attainment of annual and long-term goals. For
example, our performance-based restricted stock awards are
subject to a three-year cliff vesting period, including a
one-year performance period. Consequently, executives are
incentivized to achieve annual financial targets in order to
maximize the number of shares of performance based restricted
stock that they will actually receive. The vesting period also
encourages executives to consider long-term growth in making
decisions, as they will not
14
be able to monetize the shares for three years. We believe that
this design limits speculative rewards and inappropriate risk
taking for short-term results.
Base
Salary
We provide base salaries to recognize the skills, competencies,
experience and individual performance that each NEO brings to
his or her position. The Compensation Committee annually reviews
and approves any changes to the base salary of the CEO and each
other NEO and submits the CEOs base salary to the Board of
Directors for approval. The Compensation Committee considers
various factors such as the relevant employment agreement, the
executives performance and responsibilities, leadership
and years of experience, competitive salaries within the
marketplace for similar positions, and his or her total
compensation package. In July 2009, in light of the recessionary
environment that the Company faced and in line with the
Companys implementation of cost containment strategies to
position the Company to effectively operate in the challenging
economic environment, the Compensation Committee decided to
forgo base salary increases for all executive officers
(including the NEOs) for fiscal 2010. In light of continuing
economic uncertainty, in July 2010 the Compensation
Committee again decided to forgo
across-the-board
base salary increases for the executive officers and decided to
make targeted base salary increases only in those situations
where the Compensation Committee believed that for retention
purposes it was necessary to bring the executives salary
into a competitive range. As part of these targeted increases,
the base salaries of Messrs. Wells and Fallon were
increased by $30,000 and $62,250, respectively, to $525,000 and
$500,000. These increases were effective as of July 2, 2010.
Annual
Cash Incentive Program
The NEOs are eligible to receive an annual performance-based
cash bonus based on the Companys financial performance,
which can be adjusted by their individual performance.
Approximately 1,600 Company employees are eligible to
participate in this annual cash incentive program. For fiscal
2010, annual cash incentives were awarded under the BKC Fiscal
Year 2010 Restaurant Support Incentive Program (the
RSIP), which was implemented under our 2006 Omnibus
Incentive Plan. This annual cash incentive is calculated for
each eligible employee as a percentage of his or her base
salary, based on Company financial performance and as may be
adjusted for individual performance, as set forth below. We must
achieve at least the minimum financial goals established for a
fiscal year in order for any payments to be made for that year.
The formula for determining an eligible employees cash
incentive under the RSIP (the Payout Amount) is:
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Annual
Base
Salary
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X
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T
arget Bonus Percentage
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X
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Overall Business Performance Factor
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X
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Individual
Performance Multiplier
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=
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Payment Amount
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Target Bonus Percentage:
The employment
agreement for each NEO establishes the annual target cash bonus
opportunity or target bonus for the NEO, expressed as a
percentage of his or her then current base salary. For
Mr. Chidsey, his target bonus is 100% of base salary, for
each of Messrs. Wells, Fallon and Smith and Ms. Chwat
their target bonus is 70% of base salary and for Mr. Klein
his targeted bonus was 80% of base salary.
Overall Business Performance Factor:
The
Overall Business Performance Factor is based on two Company
financial performance measures which are equally weighted, as
follows:
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50% on worldwide Company performance, and
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50% on the Companys performance in the employees
geographic area of responsibility, which is either worldwide or
regional.
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Given the roles and worldwide scope of responsibility of
Messrs. Chidsey, Wells, Smith and Klein and Ms. Chwat,
the Overall Business Performance Factor for those NEOs was
measured on a 100% worldwide basis. The Overall Business
Performance Factor for Mr. Fallon, who has regional
responsibilities, was measured 50% on a worldwide basis and 50%
on his geographic areas of responsibility, which is the North
America region.
15
In July 2009, the Compensation Committee approved using PBT
(profit before taxes) as the measure to determine the
Companys worldwide Company performance and EBITDA as the
measure to determine the Companys regional performance for
purposes of calculating the Overall Business Performance Factor
under the RSIP. The change was made to increase
managements focus on managing capital through operating
and financial decisions, as PBT holds management accountable for
controlling costs and increasing profits and is a key driver for
total shareholder return. PBT excludes the impact of taxes which
only a few employees have the ability to impact. For those
employees with regional responsibilities, the use of PBT
introduces a second measure for evaluating Company performance,
while preserving EBITDA as the measure for regional performance.
In July 2009, the Compensation Committee established a target
performance level and a maximum performance level for worldwide
PBT and EBITDA for each region. In addition, the Compensation
Committee set a threshold performance level for each measure
which must be achieved in order for any payments to be made
under the RSIP. At the threshold performance level,
a payout of 50% of target bonus may be earned, at the
target performance level, a payout of 100% of target
bonus may be earned; and at the maximum performance
level, a payout of 200% of target bonus may be earned. To the
extent that the fiscal year worldwide PBT or EBITDA for a
region, after adjustment for foreign currency as discussed
below, falls between the threshold and target performance
levels, the Overall Business Performance Factor would be between
50% and 100%, and if either of these measures falls between the
target and maximum performance levels, the Overall Business
Performance Factor would be between 100% and 200%. If the
adjusted PBT falls below 75% of the target performance level,
there would be no payout under the RSIP for that fiscal year. If
the adjusted PBT falls below the threshold performance level,
there would be no payout for the worldwide portion and if the
adjusted EBITDA for a particular region falls below the
threshold performance level, then there would be no payment on
that portion of the bonus for any officer who had the relevant
regional performance included in determining the Overall
Business Performance Factor.
Our threshold performance level, target performance level and
maximum performance level under the RSIP are based on our
Board-approved budget and business plan for the upcoming fiscal
year. At the end of the fiscal year, the Compensation Committee
adjusts the actual worldwide PBT or regional EBITDA results to
bring actual results back to the forecasted currency exchange
rates, thereby eliminating any benefit or detriment due to
fluctuations in currency exchange rates, which we refer to as
Incentive PBT and Incentive EBITDA.
The tables below set forth the threshold performance level,
target performance level and maximum performance level, for
worldwide PBT and for North America EBITDA, and the Incentive
worldwide PBT and Incentive North America EBITDA for fiscal 2010:
FISCAL
2010 WORLDWIDE PBT PERFORMANCE LEVELS
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Threshold
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Target
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Maximum
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Performance Level
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Performance Level
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Performance Level
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Incentive PBT
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(In millions)
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$259
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$305
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$338
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$271
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FISCAL
2010 NORTH AMERICA EBITDA PERFORMANCE LEVELS UNDER
RSIP
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Threshold
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Target
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Maximum
|
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Performance Level
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Performance Level
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Performance Level
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Incentive EBITDA
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(In millions)
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$436
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$513
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$569
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$485
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Individual Performance Multiplier:
Assuming
that we have achieved at least the threshold financial
performance level established for a fiscal year, an eligible
employees annual cash incentive may be adjusted based on
individual performance. For fiscal 2010, our executives
individual performance was evaluated based on the achievement of
business objectives and inclusion and leadership development
objectives. In fiscal 2010, this list of individual performance
objectives (both quantitative and qualitative) for each NEO
other than the CEO included approximately 15 criteria relating
to broad business objectives and at least five criteria
16
addressing broad inclusion and people development objectives.
These business objectives differed for each NEO based on his or
her individual responsibilities and the business function,
division or group that he or she managed. For Mr. Wells,
the business objectives included initiatives to enhance
and/or
roll-out various P&L enhancements, rationalize global
general and administrative costs, and implement various Global
Financial Systems, financial reporting and accountability
enhancements; for Ms. Chwat, the business objectives
included qualitative measures relating to the adoption of
initiatives to address issues arising from the Companys
franchising and marketing activities and continued enhancement
of governance and compliance processes; for Mr. Fallon, the
business objectives included quantitative and qualitative
measures relating to the operational performance of the
restaurants in his respective region, continued expansion of the
regions restaurant portfolio and enhanced guest experience
and franchisee relationships; and for Mr. Smith, the
business objectives included qualitative measures designed to
increase the effectiveness of Human Resources processes, enhance
employee learning and development programs and build a
Company-wide culture of fiscal responsibility.
At the end of the fiscal year, the CEO, assisted by the Chief
Human Resources Officer, provides the Compensation Committee
with a performance rating, on a scale of between 1 and 5, with 5
being the highest possible rating, for each of the business,
inclusion and people development objectives for each NEO (other
than the CEO, which is determined by the Compensation Committee,
and the Chief Human Resources Officer, which is determined by
the CEO). Each NEO other than the CEO was then evaluated on 12
leadership and management competencies and the resulting scores
were weighted 2/3 for the business objectives and 1/3 for the
inclusion and people development objectives to determine their
final Individual Performance Multiplier.
For fiscal 2010, the individual performance objectives for the
CEO included company-wide financial and operational measures,
such as EBITDA, comparable sales and restaurant portfolio
growth, as well as initiatives relating to employee morale,
succession planning and leadership. However, the Compensation
Committee maintains complete discretion in assigning the CEO a
performance rating based on his performance and therefore the
determination of the CEOs Individual Performance
Multiplier is inherently subjective.
Individual Performance Multipliers range from 0 to 1.25, based
on an individuals performance rating. If the Company
achieves the Overall Business Performance Factor at the maximum
performance level, and the NEOs achieve the highest individual
performance rating, the annual cash bonus earned by each of the
NEOs would be as follows (expressed as a percentage of base
salary): Mr. Chidsey, 250%; Mr. Klein, 200%; and
Ms. Chwat and Messrs. Wells, Fallon and Smith, 175%.
For fiscal 2010, the Compensation Committee evaluated the CEO
and reviewed the individual performance evaluations that the CEO
completed for each other NEO at the end of fiscal 2010. All of
the NEOs rated Individual Performance Multipliers are equal to
1.0.
The fiscal 2010 RSIP payout amounts for the NEOs are set forth
in the following table:
2010 RSIP
CASH BONUS
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Target Bonus
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as
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Annual
|
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Percentage of
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|
Percentage Payout
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|
Payout
|
Name
|
|
Base Pay ($)
|
|
Base Salary
|
|
(% of Base Salary)
|
|
Amount ($)
|
|
John W. Chidsey
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|
|
1,042,875
|
|
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|
100
|
%
|
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|
62
|
%
|
|
|
649,967
|
|
Ben K. Wells
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|
|
494,709
|
|
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|
70
|
%
|
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|
44
|
%
|
|
|
215,828
|
|
Anne Chwat
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|
|
450,883
|
|
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|
70
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%
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|
44
|
%
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|
|
196,708
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|
Charles M. Fallon, Jr.
|
|
|
437,750
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|
|
|
70
|
%
|
|
|
50
|
%
|
|
|
220,750
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|
Peter C. Smith
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|
|
437,091
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|
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|
70
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%
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|
44
|
%
|
|
|
190,691
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|
Long-Term
Equity Incentives
We believe that long-term compensation is a critical component
of our executive compensation program as a way to foster a
long-term focus on our financial results. Long-term compensation
is an incentive tool that we and the Compensation Committee use
to align the financial interests of executives to the creation
of
17
sustained shareholder value. We believe that equity incentives
are preferable to cash in a long-term plan design because:
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the ultimate value is impacted by share price gains or losses,
linking executive returns to those of shareholders;
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|
equity incentives provide an opportunity for executives to
increase their stock ownership in us;
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|
once vested, stock options provide flexibility for executives in
deciding when to exercise their options and recognize
income; and
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|
equity incentives are a common form of pay in most publicly
traded companies, and we use these incentives to remain
competitive in attracting and retaining executives.
|
The Compensation Committee has adopted an Equity Grant Policy
and the Board of Directors has adopted Stock Ownership
Guidelines. These policies are described below in the
Additional Features of our Executive Compensation
Programs section of this CD&A.
We award annual long-term equity incentives to the NEOs and
approximately 200 other executives. For the NEOs, these awards
represent the largest component of their Total Direct
Compensation. The Compensation Committee established individual
target awards for fiscal 2010 based on the executives
level, base salary, and for all NEOs other than the CEO, the
Individual Performance Multiplier established for each
executive. Pursuant to his employment agreement, the CEOs
target award is not subject to adjustment based on his
individual performance.
For fiscal 2010, the Compensation Committee decided to award a
combination of equity grants, with 50% of the value earned paid
in the form of stock options and 50% of the value earned paid in
the form of performance-based restricted stock awards. This was
the same equity mix determined by the Compensation Committee for
fiscal 2009. The fiscal 2010 performance-based restricted stock
awards are subject to a
one-year
performance period and then, to the extent earned, will vest
100% on the third anniversary of the grant date, and the fiscal
2010 option awards will vest ratably over four years.
The fiscal 2010 performance-based restricted stock awards for
the CEO and other NEOs were subject to an increase or decrease
by up to 50% at fiscal year end, based upon the financial
performance of the Company during fiscal 2010. For fiscal 2010,
the Compensation Committee established PBT as the financial
metric by which Company performance would be measured and set
the threshold, target and maximum performance levels at the same
levels as those used for the RSIP.
For fiscal 2010, our Incentive PBT fell between the threshold
and target performance levels. Based on Company performance,
there was a 38% downward adjustment in the fiscal 2010
performance-based restricted stock awards granted to the NEOs.
Consequently, the number of shares of performance-based
restricted stock actually awarded for fiscal 2010, after
adjustment for Company performance and the resulting reduction
in the number of shares, was as follows: Mr. Chidsey,
70,996; Mr. Wells, 12,629; Ms. Chwat, 11,511;
Mr. Fallon, 11,175; and Mr. Smith, 11,158.
In June 2010, the Compensation Committee approved a change to
our long term equity incentive program. For fiscal 2011, the
Compensation Committee decided to bifurcate the annual
performance-based restricted stock grant which comprises 50% of
the annual equity award into 25% restricted stock and 25%
performance shares for the CEO and the executive vice presidents
of the Company, including all NEOs. The restricted stock and
performance shares will vest 100% on the third anniversary of
the grant date. For fiscal 2010, the target equity awards for
the NEOs, after application of the Individual Performance
Multiplier and as a percentage of their base salary are as
follows: Mr. Chidsey, 400%; Mr. Klein, 200%; and
Ms. Chwat and Messrs. Wells, Smith and Fallon, 150%.
18
Executive
Benefits & Perquisites
In addition to base salary, annual cash bonuses and long-term
equity incentives, we provide the following executive benefit
programs:
Executive
Retirement Program
The Executive Retirement Program (ERP) is a
non-qualified excess benefits program available to
senior-level U.S. employees. This program permits
voluntary deferrals of up to 50% of base salary and 100% of cash
bonus until retirement or termination of employment. Deferrals
become effective once an executive has reached his or her
applicable 401(k) contribution limit. Amounts deferred, up to a
maximum of 6% of base salary, are matched by us on a
dollar-for-dollar
basis. Depending on the level at which we achieve specified
financial performance goals, accounts under the plan also may be
credited by us with up to an additional 4% of base salary at the
target performance level and 6% of base salary at the maximum
performance level. The financial performance goals for fiscal
2010 were based on PBT to reflect the change made in the measure
of worldwide Company financial performance under the RSIP for
fiscal 2010. Prior to fiscal 2008, all accounts earned interest
at the same fixed interest rate. Beginning in fiscal 2008, all
amounts earned interest at a rate that reflects the performance
of investment funds that the employee selects from a pool of
funds. All of our contributions vest ratably over the three-year
period beginning on the date the employee commences employment.
After three years of employment, all future Company
contributions for the benefit of that employee are fully vested.
Our performance-based contribution for fiscal 2010 was 2.49% of
base salary for all participating employees.
On July 1, 2007, we established a rabbi trust to invest
compensation deferred under the ERP and fund future deferred
compensation obligations. We closed the rabbi trust for any new
contributions effective September 1, 2009, and all
contributions since that date have been and will continue to be
made on an unfunded basis. Further details are provided in the
2010 All Other Compensation Table and the 2010 Nonqualified
Deferred Compensation Table.
Executive
Life Insurance Program
The Executive Life Insurance Program provides life insurance
coverage which is paid by us and allows our U.S. executives
to purchase additional life insurance coverage at their own
expense. Coverage for our NEOs, which is paid by us, is limited
to the lesser of $1.3 million or 2.75 times base salary.
Further details are provided in the 2010 All Other Compensation
Table.
Executive
Health Plan
Until April 2010, we offered an Executive Health Plan to all of
our NEOs. The Executive Health Plan provided reimbursement for
out-of-pocket
costs and expenses for deductibles, coinsurance, dental care,
orthodontia, vision care, prescription drugs, and preventative
care for an NEO and his or her eligible dependents up to an
annual maximum of $100,000. Effective April 2010, this plan was
terminated and replaced with an increased perquisite allowance.
Perquisites
Each NEO is provided with an annual perquisite allowance to be
used at his or her discretion. Until March 30, 2010 , the
annual perquisite allowance was $50,000 for Mr. Chidsey and
$35,000 for each other NEO. Effective April 1, 2010, the
annual perquisite allowance was increased to $63,500 for
Mr. Chidsey and $48,500 for each other NEO. In addition to
Mr. Chidseys annual perquisite allowance, he is
entitled to personal use of private charter jet and private car
service, which are not subject to tax
gross-up.
Additional information regarding perquisites provided to the
NEOs is set forth in the 2010 Perquisites Table.
19
Certain
Other Benefits
BKC also maintains a comprehensive benefits program consisting
of retirement income and health and welfare plans. The objective
of the program is to provide full time employees with reasonable
and competitive levels of financial support in the event of
retirement, death, disability or illness, which may interrupt
the eligible employees employment or income received as an
active employee. BKCs health and welfare plans consist of
life, disability and health insurance benefit plans that are
available to all eligible full-time employees. BKC also provides
a 401(k) plan that is available to all eligible full-time
employees. The 401(k) plan includes a matching feature of up to
6% of the employees base salary.
Other
Compensation Committee Actions
From time to time, our Compensation Committee awards special
cash or equity grants for retention purposes or to recognize
extraordinary performance or disparities in pay. On
July 19, 2010, the Compensation Committee approved a
special equity grant with a grant date of August 25, 2010
and an aggregate grant date fair value of $360,000 for
Mr. Wells. The grant consisted of restricted stock which
vests ratably on the anniversary of the grant date over a three
year period.
Employment
Agreements
We currently have employment agreements with our CEO and each of
our officers. We believe that employment agreements provide us
protection in an extremely competitive environment by imposing
restrictions on an employees ability to engage in
competitive activities and solicit employees and franchisees.
Pursuant to his or her respective employment agreement, the CEO
and each of our CEO Direct Reports has agreed (i) not to
compete with us during the term of his or her employment and for
one year after termination of employment; (ii) not to
solicit our employees or franchisees during the term of his or
her employment and for one year after termination; and
(iii) to maintain the confidentiality of our information.
If an executive breaches any of these covenants, we will cease
providing any severance and other benefits to the executive and
we have the right to require the executive to repay any
severance amounts already paid to him or her. See the
Clawback Policy section of this CD&A for
information about our right to recoup economic gains from equity
grants if an employee violates any restrictive covenants
contained in his or her employment or separation agreement.
Employment
Agreement with Mr. Chidsey
We initially entered into an employment agreement with
Mr. Chidsey to serve as our Chief Executive Officer on
April 6, 2006, which was amended on December 16, 2008
and further amended on April 1, 2010. The initial term of
the agreement ended on April 6, 2009. At the end of the
term, the agreement automatically extends for additional
three-year periods, unless either party provides notice of
non-renewal to the other at least six months prior to the
expiration of the relevant period. Prior to the notice date, the
Compensation Committee evaluated the terms of
Mr. Chidseys employment agreement and decided that
the agreement should be renewed. Consequently, on April 7,
2009, the agreement automatically extended for a period of three
years. The current term of the agreement ends on April 6,
2012. Pursuant to his employment agreement, Mr. Chidsey is
eligible to receive an annual base salary of $1,042,875, subject
to increase by the Compensation Committee, in its sole
discretion. The employment agreement provides that
Mr. Chidseys target annual cash bonus opportunity is
100% of his base salary; however, Mr. Chidsey has the
opportunity to earn up to 250% of his base salary if we achieve
our financial objectives at the maximum performance level and
Mr. Chidsey receives the maximum individual performance
rating pursuant to the RSIP. Mr. Chidsey may elect to
receive up to 50% of his annual cash bonus in such non-cash form
as the Compensation Committee makes available to members of our
senior management team. On an annual basis, Mr. Chidsey
also is entitled to receive a target annual performance-based
equity grant (consisting of restricted stock, stock options or
any combination thereof as determined by the Compensation
Committee) with a grant date value equal to 400% of his base
salary as described in the Elements of Compensation and
Benefit Programs section of this CD&A.
Mr. Chidsey also is entitled to receive an annual
perquisite allowance of $63,500, private charter jet usage for
business travel (and up to $100,000 per year for personal use)
and personal use of a car service. Additional
20
information regarding Mr. Chidseys private charter
jet usage and car service is set forth in the 2010 Perquisites
Table.
If Mr. Chidseys employment is terminated without
cause or he terminates his employment with good reason or due to
his death or disability (as such terms are defined in the
employment agreement), he will be entitled to receive an amount
equal to the sum of four times his base salary if the separation
occurs prior to a change in control (or six times his base
salary if the separation occurs subsequent to a change in
control) and two times the annual amount of his annual
perquisites allowance if his separation occurs prior to a change
in control (or three times his annual perquisites allowance if
the separation occurs subsequent to the change in control). This
severance amount will be payable over a period of six months on
our regular payroll dates, commencing on the first business day
immediately following the six month anniversary of the
termination date and ending on the one year anniversary of the
termination date. Mr. Chidsey also will be entitled to
continued coverage under BKCs medical, dental and life
insurance plans for him and his eligible dependents during the
two-year period following termination (or three-year period, if
his termination occurs after a change in control). If
Mr. Chidseys employment is terminated due to his
death or disability or during the
24-month
period after a change in control of the Company either without
cause or for good reason, all options and other equity awards
held by Mr. Chidsey will vest in full. Upon termination of
his employment for any reason other than for cause,
Mr. Chidsey will have one year to exercise all vested
awards. Among other events, a resignation for any reason within
the
30-day
period immediately following the one-year anniversary of a
change in control involving a strategic buyer (as determined by
the Board) constitutes a termination by BKC without cause under
the employment agreement. If any payments due to
Mr. Chidsey in connection with a change in control would be
subject to an excise tax, we will provide Mr. Chidsey with
a related tax
gross-up
payment, unless a reduction in Mr. Chidseys payments
by up to 10% would avoid the excise tax. Mr. Chidsey is not
entitled to receive an annual bonus or prorated annual bonus for
the year of his termination of employment.
Employment
Agreements with Ms. Chwat and Messrs. Wells, Fallon
and Smith
We have entered into one-year employment agreements with each of
Ms. Chwat and Messrs. Wells, Fallon and Smith. At the
end of the term, each executives employment agreement
automatically extends for an additional one-year period and will
continue to be so extended unless BKC provides notice of
non-renewal at least 90 days prior to the expiration of the
relevant period. The employment agreements of each of
Ms. Chwat and Messrs. Wells, Fallon and Smith expired
on June 30, 2010 and, on July 1, 2010, these
agreements automatically extended for a period of one year each.
Pursuant to their respective employment agreements, these NEOs
are eligible to receive annual base salaries, which are subject
to increase by the Compensation Committee, in its sole
discretion. During fiscal 2010, each of Ms. Chwat and
Messrs. Wells, Fallon and Smith, was eligible to receive a
performance-based annual cash bonus with a target payment equal
to 70% of his or her annual base salary if we achieve the target
financial objectives set by the Compensation Committee for a
particular fiscal year; however, he or she is eligible to
receive a performance-based annual cash bonus of up to 175% of
his or her base salary if we achieve our financial objectives at
the maximum level and he or she receives the maximum individual
performance rating pursuant to the RSIP. Each executive also is
entitled to receive an annual perquisite allowance and is
eligible to participate in our long-term equity programs. Each
executive is entitled to receive outplacement services upon
termination of employment.
Pursuant to their respective employment agreements, if BKC
terminates the executives employment without cause or if
the executive terminates his or her employment with good reason
(as defined in the relevant agreement), he or she will be
entitled to receive his or her then current base salary and
perquisite allowance for one year, payable in equal installments
over a six-month period beginning on the first business day
following the six month anniversary of the termination date and
ending on the one year anniversary of the termination date and
continued coverage for one year under BKCs medical, dental
and life insurance plans for the executive and his or her
eligible dependents. In addition, each executive is entitled to
receive an additional severance amount equal to the pro-rata
bonus that would have been earned if the executive had been
employed at the end of the year. This additional severance
amount will only be paid to the extent, and when, the Company
pays the RSIP bonuses. Additionally, if
21
the executives employment is terminated at any time within
24 months after a change in control of the Company either
without cause or by the executive for good reason, all options
held by the executive will become fully vested upon termination
and he or she will have 90 days to exercise such options.
The potential payments and benefits to the NEOs in the event of
a termination of employment or change in control are described
below in the 2010 Potential Payments Upon Termination or Change
in Control Table.
Agreements
with Mr. Klein
Mr. Kleins service as President, Global Marketing,
Strategy and Innovation ended on December 15, 2009 (the
Separation Date). In connection with his separation,
BKC entered into the Separation Agreement which entitles
Mr. Klein to receive (i) a gross payment of $550,000
payable in thirteen equal, bi-weekly installments commencing on
BKCs first regular payroll following May 6, 2010;
(ii) a severance amount equal to a prorated cash bonus for
fiscal 2010 calculated in accordance with the terms of the RSIP
bonus plan, and payable to the extent and when, the Company pays
out RSIP bonuses to other employees; (iii) coverage under
BKCs medical, dental and life insurance plans for one year
following the Separation Date; and (iv) outplacement
services.
Additional
Features of our Executive Compensation Programs
Deductibility
of Compensation
Section 162(m) of the IRC and the related regulations and
other guidance promulgated thereunder, generally limit the tax
deductibility of non-performance based annual compensation paid
by a publicly-held company to $1,000,000 for the CEO and the
next four highest compensated officers of the Company (other
than the CFO). Since we became a public company in May 2006, our
existing compensation programs have generally been eligible for
special relief from this tax rule. While the Compensation
Committee takes the impact of 162(m) into consideration in
making its decisions, the Compensation Committee does not limit
its compensation decisions by the deductibility of such
compensation. The Compensation Committee recognizes that in
order to attract and retain individuals with superior talent, it
may be necessary to pay amounts that are not deductible. During
fiscal 2010, certain amounts paid to our CEO were not deductible.
Equity
Grant Policy
On February 28, 2007, the Compensation Committee adopted an
Equity Grant Policy governing the issuance of equity awards.
Under the Equity Grant Policy, the Compensation Committee may
delegate to one of our officers the authority to make grants to
any person other than the CEO, the CEO Direct Reports or our
executive officers.
Under the Equity Grant Policy, our annual employee grants are
made on August 21 of each year and our mid-year grants are made
on March 21 of each year. The Company, with the approval of the
Compensation Committee or pursuant to the delegation of
authority described above, also may make additional grants at
its discretion. These additional grants are generally made for
purposes of recognition and retention, and to newly hired
executives, and are to be awarded on the first day of the month
following the date of approval of the equity award, or at a
later date designated by the approving authority. No grants may
be made on any of these predetermined dates if the grant date
would fall on or within five days preceding our release of
material non-public information. In such event, the grant date
must be postponed until the first business day following the
release.
Under the Equity Grant Policy, we set the exercise price of
options and the fair market value of other equity awards at the
closing price of our common stock on the NYSE on the date of the
grant, or, if there is no reported sale on the grant date, then
on the last preceding date on which any reported sale occurred.
Executive
Stock Ownership Guidelines
On September 13, 2007, the Board adopted Executive Stock
Ownership Guidelines (the Guidelines) establishing
minimum equity ownership requirements for our CEO, executive
vice presidents and senior vice
22
presidents. The purposes of the Guidelines are to align the
interests of those executives with the interests of shareholders
and further promote our commitment to sound corporate
governance. The minimum required ownership is determined as a
multiple of the executives annual base salary, based upon
the executives level, as follows: 4 times base salary for
our CEO, 2 times base salary for all executive vice presidents,
1.75 times base salary for all regional presidents and one times
base salary for all other senior vice presidents.
The Guidelines identify the types of equity that may be
considered in determining whether an executive has met the
minimum ownership requirement. Executives will have between
three and five years to reach the minimum requirement, depending
upon the date they commenced employment with us. If an executive
does not meet his or her minimum required ownership within the
proscribed time period, then until he or she meets the
requirement, he or she must retain 100% of all net shares
received from the exercise or settlement of equity awards
granted under our incentive plans. Once an executive achieves
his or her minimum required ownership on or after the applicable
deadline, he or she must maintain the minimum required ownership
for as long as he or she is an employee.
Clawback
Policy
As described in our standard equity award agreements issued
after April 2006, the Compensation Committee has the right to
seek to recoup economic gains realized during the preceding year
from the vesting, exercise or settlement of equity grants from
an employee who violates any post-employment restrictive
covenants contained in his or her employment or separation
agreement, including non-compete and confidentiality obligations.
Compensation
Risks
Management and the Compensation Committee have examined the risk
profile of our compensation program to ensure that it does not
encourage excessive risk-taking. In addition to the risk
mitigation measures described in this CD&A, the
Compensation Committee believes that the following factors help
mitigate risk:
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Our annual incentive opportunities are capped for each of our
NEOs, which limit the incentive for excessive risk-taking;
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The vesting periods of our equity grants encourage executives to
focus on sustained stock price appreciation over the long-term;
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Performance targets are directly tied to the business plan that
is approved by our Board of Directors;
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Clawbacks are in place for long-term incentive awards;
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Minimum equity ownership requirements have been established for
our CEO, executive vice presidents and senior vice presidents
which mitigate the incentive to drive short-term results at the
cost of long-term value creation; and
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The Compensation Committee process provides for transparency and
an open dialogue among the members.
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23
COMPENSATION
COMMITTEE REPORT
We have reviewed and discussed the foregoing Compensation
Discussion and Analysis with management. Based on our review and
discussions with management, we have approved the inclusion of
the Compensation Discussion & Analysis in this
Amendment.
COMPENSATION
COMMITTEE
Stephen G. Pagliuca, Chairman
Peter R. Formanek
Sanjeev K. Mehra
September 9, 2010
24
EXECUTIVE
COMPENSATION
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Non-Equity
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Stock
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Option
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Incentive Plan
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All Other
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Name and
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Bonus
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Awards(2)
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Awards(3)
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Compensation(4)
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Compensation(5)
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Principal Position
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Year(1)
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Salary ($)
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($)
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($)
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($)
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($)
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($)
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Total ($)
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John W. Chidsey
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2010
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1,042,875
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0
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2,085,747
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2,054,332
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649,967
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358,419
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6,191,340
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Chief Executive Officer
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2009
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1,034,697
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0
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2,024,993
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1,967,403
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803,014
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316,943
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6,147,050
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2008
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1,012,500
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0
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2,024,982
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1,916,253
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1,306,125
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434,190
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6,694,050
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Ben K. Wells
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2010
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494,709
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0
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371,016
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365,442
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215,828
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115,336
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1,562,331
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Chief Financial Officer
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2009
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490,830
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50,000
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360,223
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349,978
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266,648
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115,336
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1,633,015
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2008
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479,147
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0
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360,220
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340,887
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433,711
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126,109
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1,740,074
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Anne Chwat(6)
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2010
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450,883
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0
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338,149
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333,069
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196,708
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107,033
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1,425,842
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EVP, General Counsel
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Charles M. Fallon, Jr.
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2010
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437,750
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0
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328,298
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323,364
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220,750
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104,029
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1,414,191
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President, North America
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2009
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434,317
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0
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350,622
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340,652
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222,158
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96,527
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1,444,276
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2008
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425,000
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0
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318,728
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301,625
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391,162
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128,575
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1,565,090
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Peter C. Smith(6)
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2010
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437,091
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0
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327,804
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322,880
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190,691
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104,016
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1,382,482
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EVP, HR
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Russell B. Klein(7)
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2010
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253,539
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0
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2,014,979
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(7)
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1,257,237
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(7)
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774,521
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4,300,276
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Former President, Global
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2009
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510,962
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0
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499,996
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485,772
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317,240
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121,650
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1,935,620
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Marketing, Strategy & Innovation
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2008
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500,000
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0
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499,994
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473,143
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516,000
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146,610
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2,135,747
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(1)
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Please refer to our fiscal 2008 and fiscal 2009 proxy statements
and accompanying footnotes for additional information relating
to fiscal 2008 and 2009 compensation.
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(2)
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Amounts shown in this column include the aggregate grant date
fair value of restricted stock awards and performance-based
restricted stock awards granted in fiscal 2008, fiscal 2009 and
fiscal 2010 in accordance with FASB ASC Topic 718. The amounts
previously reported for fiscal 2008 and fiscal 2009 have been
restated to reflect the aggregate grant date fair value of the
grants in accordance with new SEC rules. The amounts reported
for the performance-based restricted stock awards assume that
the awards are paid out at the probable level, which we
determine as our target amount. Assuming that the fiscal 2010
performance-based restricted stock awards are paid out at the
maximum level, the grant date fair value of the awards for each
NEO would be as follows: Mr. Chidsey, $3,128,621;
Mr. Wells, $556,523; Ms. Chwat, $507,224;
Mr. Fallon, $492,447; Mr. Smith $491,706; and
Mr. Klein, $772,487. The assumptions and methodology used
to calculate the grant date fair value for the restricted stock
awards are in Note 3 to our Consolidated Financial
Statements included in our
Form 10-K
for fiscal 2010.
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(3)
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Amounts shown in this column include the aggregate grant date
fair value of option awards granted in fiscal 2008, fiscal 2009
and fiscal 2010. The amounts previously reported for fiscal 2008
and fiscal 2009 have been restated in accordance with new SEC
rules. The assumptions and methodology used to calculate the
grant date fair value for the options are in Note 3 to our
Consolidated Financial Statements included in our
Form 10-K
for fiscal 2010.
|
|
(4)
|
|
The amounts reported in this column reflect compensation earned
for fiscal 2010, fiscal 2009 and fiscal 2008 performance under
the RSIP. We pay cash incentives under the RSIP in the fiscal
year following the fiscal year in which they were earned. For
fiscal 2010, the Compensation Committee determined that
worldwide PBT and North America Incentive EBITDA was between the
threshold and target performance levels. Based on these results,
the Compensation Committee approved each NEOs individual
performance measures and cash incentive payment, and submitted
the CEOs individual performance measures and cash
incentive payment for approval to the Board of Directors. In
August 2010, the Board approved the Compensation
Committees recommendations. Fiscal 2010 cash incentive
payments were made in September 2010.
|
|
(5)
|
|
This column includes the fiscal 2010 perquisites described below
in the 2010 Perquisites Table. This column also includes
executive medical expenses for all NEOs, life insurance
premiums, dividend payments and dividend equivalents earned as
described in Footnote 3 to the 2010 All Other Compensation
Table, and the Companys matching and performance-based
contributions to the Companys 401(k) plan and ERP, as
described below in the 2010 All Other Compensation Table. This
column also includes Mr. Kleins severance payment in
the amount of $618,891 as described below in Footnote 4 to the
2010 All Other Compensation Table.
|
25
|
|
|
(6)
|
|
Ms. Chwat and Mr. Smith became NEOs in fiscal 2010.
Since they were not NEOs in fiscal 2008 and fiscal 2009, the
Summary Compensation Table includes only their fiscal 2010
compensation.
|
|
(7)
|
|
Mr. Kleins employment terminated on December 15,
2009. The stock and option awards shown in the Summary
Compensation Table were forfeited immediately upon his
termination.
|
Our NEOs received the following perquisites during fiscal 2010:
2010
PERQUISITES TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto
|
|
|
|
|
|
|
|
|
Perquisite
|
|
Personal
|
|
Expenses/
|
|
|
|
Total
|
|
|
|
|
Allowance
|
|
Travel
|
|
Car Service
|
|
Miscellaneous
|
|
Perquisites
|
Name
|
|
Year
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)(4)
|
|
($)
|
|
John W. Chidsey
|
|
|
2010
|
|
|
|
52,908
|
|
|
|
122,597
|
|
|
|
6,848
|
|
|
|
0
|
|
|
|
182,353
|
|
Ben K. Wells
|
|
|
2010
|
|
|
|
37,908
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
37,908
|
|
Anne Chwat
|
|
|
2010
|
|
|
|
37,908
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
37,908
|
|
Charles M. Fallon, Jr.
|
|
|
2010
|
|
|
|
37,908
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
37,908
|
|
Peter C. Smith
|
|
|
2010
|
|
|
|
37,908
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,696
|
|
|
|
41,604
|
|
Russell B. Klein
|
|
|
2010
|
|
|
|
20,442
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
20,442
|
|
|
|
|
(1)
|
|
These perquisite allowances were paid to the NEOs in accordance
with their respective employment agreements. Each NEO uses the
perquisite allowance at his or her discretion. The amount was
calculated at an annual rate of $50,000 for Mr. Chidsey and
$35,000 for Messrs Wells, Fallon, Smith and Klein and
Ms. Chwat from July 1, 2009 until March 31, 2010
(December 15, 2009 for Mr. Klein). The amount was
calculated at an annual rate of $63,500 for Mr. Chidsey and
$48,500 for Messrs Wells, Fallon and Smith and Ms. Chwat
from April 1, 2010 until June 30, 2010.
|
|
(2)
|
|
Pursuant to his employment agreement, Mr. Chidsey is
entitled to private charter jet usage for personal use of up to
$100,000 per year. However, under his employment agreement, only
hourly charges and fuel surcharges are to be considered for
purposes of this $100,000 allowance. In accordance with SEC
guidance, the amounts included in this column have been
calculated utilizing the actual invoice amount, which we believe
more accurately reflects the incremental cost to the Company for
this perquisite. Mr. Chidsey is fully responsible for all
taxes associated with his personal use of the Company aircraft.
Due to timing of invoicing, Mr. Chidseys fiscal 2010
amount exceeded this allowance.
|
|
(3)
|
|
Mr. Chidsey is entitled to personal use of a car service,
and the charges for this perquisite totaled $6,848.
Mr. Chidsey is fully responsible for all taxes associated
with this perquisite.
|
|
(4)
|
|
Represents event tickets paid or provided by the Company.
|
2010 ALL
OTHER COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to Retirement
|
|
Dividend
|
|
|
|
|
|
|
|
|
|
|
Welfare
|
|
and 401(k)
|
|
Equivalents
|
|
|
|
|
|
|
|
|
Perquisites
|
|
Plans(1)
|
|
Plans(2)
|
|
Earned(3)
|
|
Severance
|
|
|
Name
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Total ($)
|
|
John W. Chidsey
|
|
|
2010
|
|
|
|
182,353
|
|
|
|
18,424
|
|
|
|
90,978
|
|
|
|
66,664
|
|
|
|
0
|
|
|
|
358,419
|
|
Ben K. Wells
|
|
|
2010
|
|
|
|
37,908
|
|
|
|
22,270
|
|
|
|
43,299
|
|
|
|
11,859
|
|
|
|
0
|
|
|
|
115,336
|
|
Anne Chwat
|
|
|
2010
|
|
|
|
37,908
|
|
|
|
19,203
|
|
|
|
38,293
|
|
|
|
11,630
|
|
|
|
0
|
|
|
|
107,033
|
|
Charles M. Fallon, Jr.
|
|
|
2010
|
|
|
|
37,908
|
|
|
|
18,255
|
|
|
|
37,178
|
|
|
|
10,688
|
|
|
|
0
|
|
|
|
104,029
|
|
Peter C. Smith
|
|
|
2010
|
|
|
|
41,604
|
|
|
|
14,812
|
|
|
|
37,122
|
|
|
|
10,478
|
|
|
|
0
|
|
|
|
104,016
|
|
Russell B. Klein
|
|
|
2010
|
|
|
|
20,442
|
|
|
|
9,038
|
|
|
|
15,962
|
|
|
|
9,235
|
|
|
|
719,844
|
(4)
|
|
|
774,521
|
|
|
|
|
(1)
|
|
Amounts in this column reflect life insurance premiums paid by
us and payments made by us under the Executive Health Plan. The
amounts for each NEO for fiscal 2010 life insurance premiums and
executive health plan are as follows: Mr. Chidsey, $2,336
and $16,089, respectively; Mr. Wells, $6,181 and $16,089,
|
26
|
|
|
|
|
respectively; Ms. Chwat, $3,114 and $16,089, respectively;
Mr. Fallon, $2,167 and $16,089, respectively;
Mr. Smith $4,102 and $10,710 respectively; and
Mr. Klein, $3,666 and $16,089 respectively.
|
|
(2)
|
|
The amounts in this column represent Company matching
contributions to the 401(k) plan and the ERP and the
Companys profit sharing contribution to the ERP for fiscal
2010 for the NEOs except for Mr. Klein, for whom the
amounts represent only the Companys matching contribtions
to the ERP due to his termination on December 15, 2009, as
follows:
|
Company
Matching Contributions to 401 (k) and ERP and Company
Profit Sharing Contribution to ERP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2010 Company
|
|
|
Fiscal 2010 Company
|
|
|
|
|
|
|
Matching Contributions
|
|
|
Matching Contributions
|
|
|
Fiscal 2010 Profit Sharing
|
|
NEO
|
|
401(k) ($)
|
|
|
ERP ($)
|
|
|
Contribution ERP ($)
|
|
|
John W. Chidsey
|
|
|
14,440
|
|
|
|
50,539
|
|
|
|
25,999
|
|
Ben K. Wells
|
|
|
14,700
|
|
|
|
16,266
|
|
|
|
12,333
|
|
Anne Chwat
|
|
|
14,246
|
|
|
|
12,807
|
|
|
|
11,240
|
|
Charles M. Fallon, Jr.
|
|
|
14,700
|
|
|
|
11,565
|
|
|
|
10,913
|
|
Peter C. Smith
|
|
|
14,146
|
|
|
|
12,079
|
|
|
|
10,897
|
|
Russell B. Klein
|
|
|
0
|
|
|
|
15,962
|
|
|
|
0
|
|
|
|
|
(3)
|
|
Quarterly dividends and dividend equivalents in the amount of
$0.0625 per share were paid by the Company to record owners of
shares, in the case of dividends, and accrued by the Company for
the holders of unvested restricted stock units, restricted stock
and performance-based restricted stock, in the case of dividend
equivalents, as of September 14, 2009, December 10,
2009, March 16, 2010 and June 14, 2010 in fiscal 2010.
The amounts in this column represent accrued dividend
equivalents earned on unvested restricted stock units,
restricted stock and performance-based restricted stock. All
Executive Officers had restricted stock units settle during
fiscal 2010, Mr. Chidsey was paid $84,294; Mr. Wells
was paid $17,547; Ms. Chwat was paid $8,771;
Mr. Fallon was paid $15,951; Mr. Smith was paid
$8,505; and Mr. Klein was paid $27,524, which represents
dividends that accrued on these restricted stock units during
fiscal 2008, fiscal 2009 and fiscal 2010.
|
|
(4)
|
|
Includes amounts payable pursuant to the Separation Agreement
with Mr. Klein.
|
2010
GRANTS OF PLAN-BASED AWARDS TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
Exercise
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
or Base
|
|
|
Date Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Price of
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under
|
|
|
Estimated Possible Payouts Under
|
|
|
Number of
|
|
|
Option
|
|
|
Stock and
|
|
|
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards(2)
|
|
|
Equity Incentive Plan Awards(3)
|
|
|
Securities
|
|
|
Awards
|
|
|
Option
|
|
|
|
Grant
|
|
|
Approval
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Underlying
|
|
|
($/sh)
|
|
|
Awards ($)
|
|
Name
|
|
Date
|
|
|
Date(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
Options (#)(4)
|
|
|
(5)
|
|
|
(7)
|
|
|
John W. Chidsey
|
|
|
8/26/2009
|
|
|
|
8/20/2009
|
|
|
|
521,438
|
|
|
|
1,042,875
|
|
|
|
2,085,750
|
|
|
|
56,957
|
|
|
|
113,913
|
|
|
|
170,870
|
|
|
|
314,118
|
|
|
|
18.31
|
|
|
|
4,140,079
|
|
Ben K. Wells
|
|
|
8/26/2009
|
|
|
|
8/20/2009
|
|
|
|
173,148
|
|
|
|
346,296
|
|
|
|
692,593
|
|
|
|
10,132
|
|
|
|
20,263
|
|
|
|
30,395
|
|
|
|
55,878
|
|
|
|
18.31
|
|
|
|
736,458
|
|
Anne Chwat
|
|
|
8/26/2009
|
|
|
|
8/20/2009
|
|
|
|
157,809
|
|
|
|
315,618
|
|
|
|
631,236
|
|
|
|
9,234
|
|
|
|
18,468
|
|
|
|
27,702
|
|
|
|
50,928
|
|
|
|
18.31
|
|
|
|
671,218
|
|
Charles M. Fallon, Jr.
|
|
|
8/26/2009
|
|
|
|
8/20/2009
|
|
|
|
153,213
|
|
|
|
306,425
|
|
|
|
612,850
|
|
|
|
8,965
|
|
|
|
17,930
|
|
|
|
26,895
|
|
|
|
49,444
|
|
|
|
18.31
|
|
|
|
651,662
|
|
Peter C. Smith
|
|
|
8/26/2009
|
|
|
|
8/20/2009
|
|
|
|
152,982
|
|
|
|
305,964
|
|
|
|
611,927
|
|
|
|
8,952
|
|
|
|
17,903
|
|
|
|
26,855
|
|
|
|
49,370
|
|
|
|
18.31
|
|
|
|
650,684
|
|
Russell B. Klein(6)
|
|
|
8/26/2009
|
|
|
|
8/20/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,063
|
|
|
|
28,126
|
|
|
|
42,189
|
|
|
|
77,560
|
|
|
|
18.31
|
|
|
|
1,022,229
|
|
Russell B. Klein(6)
|
|
|
8/26/2009
|
|
|
|
8/20/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/a
|
|
|
|
81,922
|
|
|
|
n/a
|
|
|
|
114,678
|
|
|
|
18.31
|
|
|
|
2,249,986
|
|
|
|
|
(1)
|
|
The Compensation Committee recommended and the Board approved
the fiscal 2010 grants at meetings held on August 20, 2009.
The approvals required that the grants be made on
August 26, 2009 in accordance with the Companys
Equity Grant Policy described in the CD&A.
|
|
(2)
|
|
The amounts reported in this column reflect possible payments
based on fiscal 2010 performance under the RSIP. The
Maximum estimated possible payout reflects what an
NEO would earn if the Company met or exceeded its financial
performance goals at the maximum level. If the NEO received the
highest individual performance rating the possible payout would
be increased by 25% at the Threshold,
Target and Maximum levels. A description
of the RSIP and our Threshold, Target
and Maximum Payout
|
27
|
|
|
|
|
Amounts is included in the CD&A. Fiscal 2010 cash incentive
payments were made in September 2010. The actual amounts
paid under the RSIP are the amounts reflected in the Non-Equity
Incentive Plan Compensation column of the 2010 Summary
Compensation Table.
|
|
(3)
|
|
In August 2009, we made grants of option and performance-based
restricted stock awards to each NEO. The amounts reported under
the Threshold, Target and
Maximum columns above relate only to the
performance-based restricted stock awards made under our 2006
Omnibus Incentive Plan. The performance-based restricted stock
awards granted to the NEOs, other than the CEO, were calculated
as follows: the NEOs current salary, multiplied by the
target equity award as a percentage of base salary, adjusted by
the NEOs individual performance factor (which may result
in an award adjustment of up to plus or minus 20%), divided by
two, then divided by the closing stock price on the grant date.
For the CEO, the number of performance-based restricted shares
is calculated similarly; however, his percentage of base salary
is not subject to adjustment based on his individual
performance. The actual number of performance-based restricted
shares granted is reflected in the Target column
above. If the Company achieves its target PBT, this is the
number of performance-based restricted shares that will be
earned at the end of the one-year performance period. The number
of performance-based restricted shares that will be earned by
the NEO at the end of the one-year performance period is then
subject to a decrease of up to 50% for all NEOs if the Company
achieves PBT between the Threshold and
Target levels or an increase of up to 50% for all
NEOs if the Company achieves PBT between the Target
and Maximum levels. For fiscal 2010, Incentive PBT
fell between the threshold and target performance levels. As a
result, the awards for all NEOs were reduced by 38%, which was
the downward adjustment for the CEO and all executive vice
presidents. The actual number of performance-based restricted
shares earned for fiscal 2010, after taking into consideration
the downward adjustment for Company performance and the
resulting reduction in the number of shares, is set forth in
Footnote 7 below.
|
|
(4)
|
|
The options awarded to the NEOs, other than the CEO, were
calculated as follows: the NEOs current salary, multiplied
by the target equity award as a percentage of base salary,
adjusted by the NEOs individual performance factor (which
may result in an award adjustment of up to plus or minus 20%),
divided by two, then divided by the economic value of our stock
options on the grant date, which was $6.64 per share. For the
CEO, the number of options is calculated similarly; however, his
target equity award is not subject to adjustment based on his
individual performance.
|
|
(5)
|
|
Reflects the closing price of our common stock on the NYSE on
August 26, 2009, the fiscal 2010 annual equity grant date.
|
|
(6)
|
|
Mr. Kleins employment terminated on December 15,
2009. He received two grants on August 26, 2009, his
regular annual equity grant and a special retention grant. These
shares and options were forfeited immediately upon the date of
his termination.
|
|
(7)
|
|
The amounts reflect the fair market value of (1) the
probable possible payout of performance-based restricted stock,
which we determine as our target amount, and (2) the
options awarded (which were not subject to any increase or
decrease based on individual or Company performance) on
August 26, 2009 (the grant date). The actual amounts for
the performance-based restricted stock awards were determined in
August 2010, based upon the Companys Incentive PBT for
fiscal 2010, as discussed above in the CD&A. The actual
amounts of performance-based restricted stock earned, after
taking into account the downward adjustment for Company
performance and the corresponding fair value of such shares
using the closing price on the grant date of August 26,
2009 ($18.31 per share) and June 30, 2010 ($16.84 per
share) for the NEOs (other than Mr. Klein whose
performance-based restricted stock awards were forfeited in
connection with his termination), are as follows:
|
28
Post
Leverage PBRS Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of
|
|
|
Fair Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
PBRS
|
|
|
PBRS
|
|
|
|
Original PBRS
|
|
|
PBRS
|
|
|
PBRS
|
|
|
on Grant
|
|
|
at Fiscal
|
|
NEO
|
|
Granted (#)
|
|
|
Leveraged (#)
|
|
|
Earned (#)
|
|
|
Date ($)
|
|
|
Year End ($)
|
|
|
John W. Chidsey
|
|
|
113,913
|
|
|
|
(42,917
|
)
|
|
|
70,996
|
|
|
|
2,085,747
|
|
|
|
1,195,573
|
|
Ben K. Wells
|
|
|
20,263
|
|
|
|
(7,634
|
)
|
|
|
12,629
|
|
|
|
371,016
|
|
|
|
212,672
|
|
Anne Chwat
|
|
|
18,468
|
|
|
|
(6,957
|
)
|
|
|
11,511
|
|
|
|
338,149
|
|
|
|
193,845
|
|
Charles M. Fallon, Jr.
|
|
|
17,930
|
|
|
|
(6,755
|
)
|
|
|
11,175
|
|
|
|
328,298
|
|
|
|
188,187
|
|
Peter C. Smith
|
|
|
17,903
|
|
|
|
(6,745
|
)
|
|
|
11,158
|
|
|
|
327,804
|
|
|
|
187,901
|
|
2010
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
|
|
Market
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
Shares
|
|
Value of
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
or Units
|
|
Shares or
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
|
of Stock
|
|
Units of
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Stock
|
|
That
|
|
Stock That
|
|
|
Option
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
Award
|
|
have not
|
|
have not
|
|
|
Grant
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Grant
|
|
Vested
|
|
Vested(4)
|
Name
|
|
Date(1)
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
Date
|
|
(#)
|
|
($)
|
|
John W. Chidsey
|
|
|
3/1/04
|
|
|
|
166,922
|
|
|
|
0
|
|
|
|
3.80
|
|
|
|
3/1/14
|
|
|
|
5/17/06
|
|
|
|
42,154
|
(2)
|
|
|
709,873
|
|
|
|
|
3/1/04
|
|
|
|
289,807
|
|
|
|
0
|
|
|
|
11.39
|
|
|
|
3/1/14
|
|
|
|
8/21/06
|
|
|
|
80,071
|
(3)
|
|
|
1,348,396
|
|
|
|
|
6/8/04
|
|
|
|
177,573
|
|
|
|
0
|
|
|
|
3.80
|
|
|
|
6/8/14
|
|
|
|
8/27/07
|
|
|
|
103,200
|
(3)
|
|
|
1,737,894
|
|
|
|
|
6/8/04
|
|
|
|
94,715
|
|
|
|
0
|
|
|
|
11.39
|
|
|
|
6/8/14
|
|
|
|
8/22/08
|
|
|
|
49,542
|
(3)
|
|
|
834,287
|
|
|
|
|
8/1/04
|
|
|
|
236,746
|
|
|
|
0
|
|
|
|
3.80
|
|
|
|
8/1/14
|
|
|
|
8/26/09
|
|
|
|
113,913
|
(3)
|
|
|
1,918,295
|
|
|
|
|
8/27/07
|
|
|
|
120,823
|
|
|
|
120,823
|
|
|
|
23.35
|
|
|
|
8/26/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/22/08
|
|
|
|
57,593
|
|
|
|
172,782
|
|
|
|
26.16
|
|
|
|
8/21/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/26/09
|
|
|
|
0
|
|
|
|
314,118
|
|
|
|
18.31
|
|
|
|
8/25/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ben K. Wells
|
|
|
8/21/05
|
|
|
|
28,612
|
|
|
|
10,539
|
|
|
|
10.25
|
|
|
|
8/21/15
|
|
|
|
8/27/07
|
|
|
|
18,358
|
(3)
|
|
|
309,151
|
|
|
|
|
2/14/06
|
|
|
|
105,384
|
|
|
|
26,347
|
|
|
|
21.64
|
|
|
|
2/14/16
|
|
|
|
8/22/08
|
|
|
|
8,813
|
(3)
|
|
|
148,411
|
|
|
|
|
5/17/06
|
|
|
|
55,275
|
|
|
|
15,808
|
|
|
|
17.00
|
|
|
|
5/16/16
|
|
|
|
8/26/09
|
|
|
|
20,263
|
(3)
|
|
|
341,229
|
|
|
|
|
8/27/07
|
|
|
|
21,493
|
|
|
|
21,494
|
|
|
|
23.35
|
|
|
|
8/26/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/22/08
|
|
|
|
10,245
|
|
|
|
30,736
|
|
|
|
26.16
|
|
|
|
8/21/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/26/09
|
|
|
|
0
|
|
|
|
55,878
|
|
|
|
18.31
|
|
|
|
8/25/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anne Chwat
|
|
|
9/27/04
|
|
|
|
36,461
|
|
|
|
0
|
|
|
|
3.80
|
|
|
|
9/27/14
|
|
|
|
8/21/06
|
|
|
|
13,144
|
(3)
|
|
|
221,345
|
|
|
|
|
1/1/05
|
|
|
|
17,154
|
|
|
|
0
|
|
|
|
3.80
|
|
|
|
1/1/15
|
|
|
|
8/27/07
|
|
|
|
17,234
|
(3)
|
|
|
290,213
|
|
|
|
|
8/27/07
|
|
|
|
20,176
|
|
|
|
20,177
|
|
|
|
23.35
|
|
|
|
8/26/17
|
|
|
|
8/22/08
|
|
|
|
8,273
|
(3)
|
|
|
139,317
|
|
|
|
|
8/22/08
|
|
|
|
9,617
|
|
|
|
28,854
|
|
|
|
26.16
|
|
|
|
8/21/18
|
|
|
|
12/1/08
|
|
|
|
1,273
|
(3)
|
|
|
21,437
|
|
|
|
|
8/26/09
|
|
|
|
0
|
|
|
|
50,928
|
|
|
|
18.31
|
|
|
|
8/25/19
|
|
|
|
8/26/09
|
|
|
|
18,468
|
(3)
|
|
|
311,001
|
|
Charles M. Fallon, Jr.
|
|
|
5/17/06
|
|
|
|
168,615
|
|
|
|
42,154
|
|
|
|
17.00
|
|
|
|
5/16/16
|
|
|
|
8/27/07
|
|
|
|
16,244
|
(3)
|
|
|
273,541
|
|
|
|
|
6/2/06
|
|
|
|
23,205
|
|
|
|
5,802
|
|
|
|
18.91
|
|
|
|
6/1/16
|
|
|
|
8/22/08
|
|
|
|
8,578
|
(3)
|
|
|
144,454
|
|
|
|
|
8/27/07
|
|
|
|
19,018
|
|
|
|
19,018
|
|
|
|
23.35
|
|
|
|
8/26/17
|
|
|
|
8/26/09
|
|
|
|
17,930
|
(3)
|
|
|
301,941
|
|
|
|
|
8/22/08
|
|
|
|
9,972
|
|
|
|
29,917
|
|
|
|
26.16
|
|
|
|
8/21/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/26/09
|
|
|
|
0
|
|
|
|
49,444
|
|
|
|
18.31
|
|
|
|
8/25/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter C. Smith
|
|
|
8/1/04
|
|
|
|
26,347
|
|
|
|
0
|
|
|
|
3.80
|
|
|
|
8/1/14
|
|
|
|
8/21/06
|
|
|
|
13,608
|
(3)
|
|
|
229,159
|
|
|
|
|
8/21/05
|
|
|
|
10,833
|
|
|
|
2,709
|
|
|
|
10.25
|
|
|
|
8/21/15
|
|
|
|
8/27/07
|
|
|
|
16,220
|
(3)
|
|
|
273,140
|
|
|
|
|
8/27/07
|
|
|
|
18,989
|
|
|
|
18,990
|
|
|
|
23.35
|
|
|
|
8/26/17
|
|
|
|
8/22/08
|
|
|
|
7,787
|
(3)
|
|
|
131,133
|
|
|
|
|
8/22/08
|
|
|
|
9,052
|
|
|
|
27,156
|
|
|
|
26.16
|
|
|
|
8/21/18
|
|
|
|
8/26/09
|
|
|
|
17,903
|
(3)
|
|
|
301,487
|
|
|
|
|
8/26/09
|
|
|
|
0
|
|
|
|
49,370
|
|
|
|
18.31
|
|
|
|
8/25/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell B. Klein(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
All stock options granted prior to August 21, 2006 vest 20%
per year on the anniversary date. All stock options granted on
August 21, 2006 and thereafter vest 25% per year on the
anniversary date.
|
|
(2)
|
|
This restricted stock unit award vests in equal installments
over five years, on each anniversary date.
|
29
|
|
|
(3)
|
|
These performance-based restricted stock awards vest 100% on the
third anniversary of the grant date with the following
exception: Messrs. Chidseys and Smiths and
Ms. Chwats awards granted on August 21, 2006
vest 50% on the third anniversary of the grant date, and 50% on
the fourth anniversary of the grant date.
|
|
(4)
|
|
The market value of unvested restricted stock unit awards and
unvested performance-based restricted stock awards has been
established by multiplying the number of unvested shares by
$16.84, which was the closing price of our stock on
June 30, 2010, the last business day of our 2010 fiscal
year.
|
|
(5)
|
|
Mr. Kleins unvested equity grants were forfeited on
the date of his termination and his unexercised options were
cancelled 90 days after his termination.
|
2010
OPTION EXERCISES AND STOCK VESTED TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
Value Realized on
|
|
|
Number of Shares
|
|
|
Value Realized on
|
|
|
|
Acquired on Exercise
|
|
|
Exercise(1)
|
|
|
Acquired on Vesting
|
|
|
Vesting(2)
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
John W. Chidsey
|
|
|
150,000
|
|
|
|
2,730,081
|
|
|
|
122,225
|
|
|
|
2,245,672
|
|
Anne Chwat
|
|
|
25,000
|
|
|
|
393,450
|
|
|
|
14,416
|
|
|
|
251,178
|
|
Russell B. Klein
|
|
|
209,542
|
|
|
|
1,857,877
|
|
|
|
44,039
|
|
|
|
769,802
|
|
Charles M. Fallon, Jr.
|
|
|
0
|
|
|
|
0
|
|
|
|
25,522
|
|
|
|
446,125
|
|
Peter C. Smith
|
|
|
0
|
|
|
|
0
|
|
|
|
13,608
|
|
|
|
237,868
|
|
Ben K. Wells
|
|
|
0
|
|
|
|
0
|
|
|
|
28,075
|
|
|
|
490,751
|
|
|
|
|
(1)
|
|
Values Realized are based on the prices at which the NEO sold
the shares, which were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Per Share Value
|
|
|
|
Acquired on
|
|
|
Exercise
|
|
|
Realized on Exercise
|
|
NEO
|
|
Exercise
|
|
|
Price ($)
|
|
|
Date ($)
|
|
|
John W. Chidsey
|
|
|
41,800
|
|
|
|
3.80
|
|
|
|
22.00
|
|
John W. Chidsey
|
|
|
73,800
|
|
|
|
3.80
|
|
|
|
22.00
|
|
John W. Chidsey
|
|
|
3,900
|
|
|
|
3.80
|
|
|
|
22.00
|
|
John W. Chidsey
|
|
|
30,500
|
|
|
|
3.80
|
|
|
|
22.00
|
|
Anne Chwat
|
|
|
5,000
|
|
|
|
3.80
|
|
|
|
18.50
|
|
Anne Chwat
|
|
|
5,000
|
|
|
|
3.80
|
|
|
|
19.00
|
|
Anne Chwat
|
|
|
5,000
|
|
|
|
3.80
|
|
|
|
19.50
|
|
Anne Chwat
|
|
|
5,000
|
|
|
|
3.80
|
|
|
|
20.00
|
|
Anne Chwat
|
|
|
5,000
|
|
|
|
3.80
|
|
|
|
20.69
|
|
Russell B. Klein
|
|
|
79,038
|
|
|
|
17.00
|
|
|
|
17.98
|
|
Russell B. Klein
|
|
|
12,125
|
|
|
|
10.25
|
|
|
|
18.26
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
18.13
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
18.21
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
17.65
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
17.95
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
17.99
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
18.11
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
18.21
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
18.00
|
|
Russell B. Klein
|
|
|
12,056
|
|
|
|
3.80
|
|
|
|
17.88
|
|
Russell B. Klein
|
|
|
9,875
|
|
|
|
3.80
|
|
|
|
18.07
|
|
|
|
|
(2)
|
|
Value Realized is based on our closing market price on the
vesting date which are as follows:
|
30
|
|
|
|
|
|
|
|
|
|
|
Closing Market Prices on
|
|
NEO
|
|
Vesting Date
|
|
Vesting Date ($)
|
|
|
John W. Chidsey
|
|
May 17, 2010
|
|
|
20.07
|
|
Anne Chwat
|
|
June 30, 2010
|
|
|
16.84
|
|
John W. Chidsey
|
|
August 21, 2009
|
|
|
17.48
|
|
Anne Chwat
|
|
August 21, 2009
|
|
|
17.48
|
|
Russell B. Klein
|
|
August 21, 2009
|
|
|
17.48
|
|
Charles M. Fallon, Jr.
|
|
August 21, 2009
|
|
|
17.48
|
|
Peter C. Smith
|
|
August 21, 2009
|
|
|
17.48
|
|
Ben K. Wells
|
|
August 21, 2009
|
|
|
17.48
|
|
2010
NONQUALIFIED DEFERRED COMPENSATION TABLE
This table reports the fiscal 2010 contributions by the NEOs and
the Company to the ERP and the aggregate account balances for
the NEOs. Details of the ERP are discussed in the CD&A.
Further details for the NEOs are provided in the 2010 All Other
Compensation Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Company
|
|
|
|
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Aggregate
|
|
Aggregate
|
|
Balance at Last
|
|
|
Last Fiscal Year
|
|
Last Fiscal Year
|
|
Earnings in Last
|
|
Withdrawals/
|
|
Fiscal Year-End
|
Name
|
|
($)
|
|
($)(1)
|
|
Fiscal Year($)(2)
|
|
Distributions ($)
|
|
($)
|
|
John W. Chidsey
|
|
|
50,539
|
|
|
|
76,538
|
|
|
|
136,754
|
|
|
|
0
|
|
|
|
824,580
|
|
Ben K. Wells
|
|
|
16,266
|
|
|
|
28,599
|
|
|
|
19,827
|
|
|
|
0
|
|
|
|
186,991
|
|
Anne Chwat
|
|
|
12,981
|
|
|
|
24,047
|
|
|
|
62,412
|
|
|
|
0
|
|
|
|
395,519
|
|
Charles M. Fallon, Jr.
|
|
|
122,644
|
|
|
|
22,478
|
|
|
|
86,868
|
|
|
|
0
|
|
|
|
668,722
|
|
Peter C. Smith
|
|
|
12,104
|
|
|
|
22,976
|
|
|
|
64,853
|
|
|
|
0
|
|
|
|
424,739
|
|
Russell B. Klein
|
|
|
15,962
|
|
|
|
15,962
|
|
|
|
49,741
|
|
|
|
0
|
|
|
|
358,062
|
|
|
|
|
(1)
|
|
Amounts in this column include profit sharing contributions
which were paid in fiscal 2010 but were earned in fiscal 2009.
|
|
(2)
|
|
All amounts deferred by the NEO, or credited to his account by
us, earned interest at a rate that reflects the performance of
investment funds that the NEO selected from a pool of funds.
Each NEO may change his selections at any time, subject to any
individual fund restrictions.
|
2010
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
TABLE
The potential payments and benefits that would be provided to
each NEO, other than Mr. Klein, as a result of certain
termination events are set forth in the table below. Information
regarding payments due to Mr. Klein pursuant to the terms
of his Separation Agreement is included under the
Employment Agreements Agreements with
Mr. Klein section of the CD&A. Calculations for
this table are based on the assumption that the termination took
place on June 30, 2010 for Mr. Chidsey,
Mr. Wells, Ms. Chwat, Mr. Fallon and
Mr. Smith. The employment agreements we entered into with
Messrs. Chidsey, Wells, Fallon and Klein and Ms. Chwat
define cause, good reason and
change in control for purposes of determining
severance payments and benefits. Please refer to the
Employment Agreements, and Clawback
Policy sections of the CD&A for additional details on
the severance payments and benefits and change in control
provisions that affect our NEOs. As a condition to receiving any
severance payments and benefits, the NEO must sign a separation
agreement and release in a form approved by the Company. For a
description of potential payments and benefits that would be
provided upon consummation of the Merger, see
Item 3 Arrangements with Current
Executive Officers and Directors of the Company
Potential Payments Upon a
Change-In-Control
of the
Schedule 14D-9.
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
Termination w/o
|
|
Cause or
|
|
|
|
|
|
|
Cause or for Good
|
|
for Good Reason After
|
|
Death and
|
|
|
|
|
Reason
|
|
Change in Control
|
|
Disability
|
Name
|
|
Benefit
|
|
($)(1)(2)
|
|
($)(3)(4)(5)
|
|
($)(6)
|
|
John W. Chidsey
|
|
Salary(7)
|
|
|
4,171,500
|
|
|
|
6,257,250
|
|
|
|
4,171,500
|
|
|
|
Bonus
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
Accelerated Vesting(8)
|
|
|
N/A
|
|
|
|
6,548,745
|
|
|
|
6,548,745
|
|
|
|
Value of Benefits Continuation
|
|
|
63,003
|
|
|
|
94,505
|
|
|
|
63,003
|
|
|
|
Perquisite Allowance(9)
|
|
|
127,000
|
|
|
|
190,500
|
|
|
|
127,000
|
|
|
|
Outplacement Services(10)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
Tax Gross-up
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
Total
|
|
|
4,361,503
|
|
|
|
13,091,000
|
|
|
|
10,910,248
|
|
Ben K. Wells
|
|
Salary(7)
|
|
|
494,709
|
|
|
|
494,709
|
|
|
|
N/A
|
|
|
|
Bonus
|
|
|
346,296
|
|
|
|
346,296
|
|
|
|
346,296
|
|
|
|
Accelerated Vesting(8)
|
|
|
N/A
|
|
|
|
868,243
|
|
|
|
N/A
|
|
|
|
Value of Benefits Continuation
|
|
|
35,347
|
|
|
|
35,347
|
|
|
|
N/A
|
|
|
|
Perquisite Allowance(9)
|
|
|
48,500
|
|
|
|
48,500
|
|
|
|
N/A
|
|
|
|
Outplacement Services(10)
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
N/A
|
|
|
|
Total
|
|
|
953,352
|
|
|
|
1,821,595
|
|
|
|
346,296
|
|
Anne Chwat
|
|
Salary(7)
|
|
|
450,883
|
|
|
|
450,883
|
|
|
|
N/A
|
|
|
|
Bonus
|
|
|
315,618
|
|
|
|
315,618
|
|
|
|
315,618
|
|
|
|
Accelerated Vesting(8)
|
|
|
N/A
|
|
|
|
983,314
|
|
|
|
N/A
|
|
|
|
Value of Benefits Continuation
|
|
|
32,280
|
|
|
|
32,280
|
|
|
|
N/A
|
|
|
|
Perquisite Allowance(9)
|
|
|
48,500
|
|
|
|
48,500
|
|
|
|
N/A
|
|
|
|
Outplacement Services(10)
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
N/A
|
|
|
|
Total
|
|
|
875,781
|
|
|
|
1,859,095
|
|
|
|
315,618
|
|
Charles M. Fallon, Jr.
|
|
Salary(7)
|
|
|
437,750
|
|
|
|
437,750
|
|
|
|
N/A
|
|
|
|
Bonus
|
|
|
306,425
|
|
|
|
306,425
|
|
|
|
306,425
|
|
|
|
Accelerated Vesting(8)
|
|
|
N/A
|
|
|
|
719,935
|
|
|
|
N/A
|
|
|
|
Value of Benefits Continuation
|
|
|
31,333
|
|
|
|
31,333
|
|
|
|
N/A
|
|
|
|
Perquisite Allowance(9)
|
|
|
48,500
|
|
|
|
48,500
|
|
|
|
N/A
|
|
|
|
Outplacement Services(10)
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
N/A
|
|
|
|
Total
|
|
|
852,508
|
|
|
|
1,572,443
|
|
|
|
306,425
|
|
Peter C. Smith
|
|
Salary(7)
|
|
|
437,091
|
|
|
|
437,091
|
|
|
|
N/A
|
|
|
|
Bonus
|
|
|
305,964
|
|
|
|
305,964
|
|
|
|
305,964
|
|
|
|
Accelerated Vesting(8)
|
|
|
N/A
|
|
|
|
952,770
|
|
|
|
N/A
|
|
|
|
Value of Benefits Continuation
|
|
|
23,474
|
|
|
|
23,474
|
|
|
|
N/A
|
|
|
|
Perquisite Allowance(9)
|
|
|
48,500
|
|
|
|
48,500
|
|
|
|
N/A
|
|
|
|
Outplacement Services(10)
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
N/A
|
|
|
|
Total
|
|
|
843,529
|
|
|
|
1,796,299
|
|
|
|
305,964
|
|
|
|
|
(1)
|
|
If Mr. Chidseys employment is terminated without
cause or he resigns for good reason or due to his death or
disability (as such terms are defined in his employment
agreement), he will be entitled to receive (i) an amount
equal to four times his annual base salary and two times his
annual perquisite allowance payable over six months commencing
on the first business day following the six month anniversary of
termination, and (ii) continued coverage under our medical,
dental and life insurance plans for him and his eligible
dependents during the two-year period following termination.
|
|
(2)
|
|
If any of the NEOs, other than Mr. Chidsey, is terminated
without cause (as such term is defined in the relevant
employment agreement), he or she will be entitled to receive
(i) his or her then current base salary and his or her
perquisite allowance for one year, payable in the case of
Messrs. Wells and Fallon and Ms. Chwat, over six
months commencing on the first business day following the six
month anniversary of the termination date, (ii) a pro-rata
bonus for the year of termination, which will only be paid to
the extent, and when, the Company pays the RSIP bonuses, and
(iii) continued coverage for one year under our medical,
dental and life insurance
|
32
|
|
|
|
|
plans for the executive and his or her eligible dependents.
Additionally, each of the NEOs will receive these benefits if he
or she resigns for good reason (as such term is defined in the
relevant employment agreement).
|
|
(3)
|
|
A change in control, without a termination of employment, will
not in itself trigger any severance payments or vesting of
equity. Any payments or equity due upon a change in control and
subsequent termination of employment, either without cause or
for good reason (as defined in the relevant employment
agreement) is included in the Termination w/o Cause or for
Good Reason After Change in Control column of this table.
|
|
(4)
|
|
If Mr. Chidseys employment is terminated without
cause or he terminates his employment with good reason after a
change in control (as defined in his employment agreement), he
will be entitled to receive an amount equal to six times his
annual base salary and three times his annual perquisite
allowance. He also will be entitled to continued coverage under
our medical, dental and life insurance plans for him and his
eligible dependents during the three-year period following
termination. Additionally, if Mr. Chidseys employment
is terminated during the
24-month
period after a change in control of the Company either without
cause or for good reason, all options and other equity awards
held by him will vest in full. If Mr. Chidsey resigns for
any reason within the
30-day
period immediately following the one-year anniversary of a
change in control involving a strategic buyer (as determined by
the Board), his resignation would constitute a termination by us
without cause under his employment agreement.
|
|
(5)
|
|
All equity granted to each of Messrs. Wells, Fallon and
Smith and Ms. Chwat will fully vest upon termination if his
or her employment is terminated at any time within
24 months after a change in control either without cause or
by him or her for good reason.
|
|
(6)
|
|
If an NEO dies or becomes disabled (as such term is defined in
the relevant employment agreement), the NEO is entitled to
receive his or her target bonus, as if he or she had been
employed for the entire fiscal year. For Mr. Chidsey, any
severance payments made by BKC as a result of his termination
upon his death or disability will be reduced by the value of any
BKC paid life and disability benefits he or his family are
entitled to receive. The term disability is defined
in all NEO employment agreements as a physical or mental
disability that prevents or would prevent the performance by the
NEO of his or her duties under the employment agreement for a
continuous period of six months or longer.
|
|
(7)
|
|
Pursuant to the terms of the respective NEOs employment
agreement, each NEO has agreed to non-competition,
non-solicitation and confidentiality restrictions that last for
one year after termination. If the NEO breaches any of these
covenants, we will cease providing any severance and other
benefits to him or her, and we have the right to require him or
her to repay any severance amounts already paid. In addition, as
a condition to receiving the separation benefits, each NEO must
sign a separation agreement and release in a form approved by
us, which includes a waiver of all potential claims.
Mr. Chidsey, unlike the other NEOs, is entitled to receive
severance upon his death. In the case of his death, his estate
must sign the release in order to receive severance benefits.
|
|
(8)
|
|
The amounts in this table represent the fair market value on
June 30, 2010 of the unvested portion of
Mr. Chidseys, Mr. Wells,
Ms. Chwats, Mr. Fallons and
Mr. Smiths equity that would vest upon the occurrence
of a triggering event. The fair market value of the
Companys common stock on June 30, 2010 was $16.84 per
share.
|
|
(9)
|
|
The perquisites allowance will be paid to the NEO during the
relevant severance period specified in Footnotes 1 and 2 above.
|
|
(10)
|
|
Each NEO, other than Mr. Chidsey, is entitled to receive
outplacement services upon termination of employment without
cause or for good reason. As of June 30, 2010, eligible
NEOs are entitled to receive outplacement services from our
third party service provider for up to one year, which is
currently valued at $28,500.
|
DIRECTOR
COMPENSATION
Under our director compensation program, each non-management
director receives an annual deferred stock award with a grant
date fair value of $85,000. The annual deferred stock grant
vests in quarterly installments over a 12 month period. On
November 19, 2009, the non-management directors received
their annual grant of deferred stock for calendar year 2010. In
addition, the non-management directors receive an
33
annual retainer of $65,000, an increase of $15,000 from fiscal
2009. The chair of the Audit Committee receives an additional
$20,000 fee and the chairs of the Compensation Committee and the
Nominating and Corporate Governance Committee each receive an
additional $10,000 fee. In April 2010, Mr. Dykes was
named lead independent director, at which time he became
eligible to receive an additional $25,000 commencing
July 1, 2010. Directors have the option to receive their
annual retainer and their chair fees either 100% in cash or 100%
in shares of deferred stock. Directors who elected to receive
their 2010 calendar year annual retainer
and/or
chair
fees in deferred stock will receive these deferred stock awards
on November 18, 2010, which is the date of the fiscal 2010
annual shareholders meeting. These awards will be fully
vested on the grant date.
All deferred stock grants, whether the annual grant or deferred
stock granted in lieu of a cash retainer or chair fees, will be
settled upon termination of Board service. No separate committee
fees are paid and no compensation is paid to management
directors for Board or committee service. All directors or their
employers, in the case of the Sponsor directors, are reimbursed
for reasonable travel and lodging expenses incurred by them in
connection with attending Board and committee meetings.
FISCAL
2010 DIRECTOR COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
or Paid in
|
|
Stock
|
|
All Other
|
|
|
|
|
Cash(1)
|
|
Awards(2)(3)
|
|
Compensation
|
|
Total
|
Name
|
|
($)
|
|
($)
|
|
($)(4)
|
|
($)
|
|
Richard W. Boyce
|
|
|
57,500
|
|
|
|
84,988
|
|
|
|
5,767
|
|
|
|
148,255
|
|
David A. Brandon
|
|
|
57,500
|
|
|
|
84,988
|
|
|
|
5,767
|
|
|
|
148,255
|
|
Ronald M. Dykes
|
|
|
77,500
|
|
|
|
84,988
|
|
|
|
5,427
|
|
|
|
167,915
|
|
Peter R. Formanek
|
|
|
57,500
|
|
|
|
84,988
|
|
|
|
4,073
|
|
|
|
146,561
|
|
Manuel A. Garcia
|
|
|
57,500
|
|
|
|
84,988
|
|
|
|
5,287
|
|
|
|
147,775
|
|
Sanjeev K. Mehra
|
|
|
72,500
|
|
|
|
84,988
|
|
|
|
5,583
|
|
|
|
158,071
|
|
Stephen G. Pagliuca(5)
|
|
|
47,500
|
|
|
|
84,985
|
|
|
|
1,737
|
|
|
|
132,972
|
|
Brian T. Swette
|
|
|
57,500
|
|
|
|
84,988
|
|
|
|
7,087
|
|
|
|
149,575
|
|
Kneeland C. Youngblood
|
|
|
57,500
|
|
|
|
84,988
|
|
|
|
4,073
|
|
|
|
146,561
|
|
|
|
|
(1)
|
|
Board service fees are calculated based on a calendar year
(January through December), but our fiscal year runs from
July 1st through June 30th. Our non-employee directors
must make their deferral elections prior to January 1 in order
to defer their annual retainers and chair fees for that year.
Therefore, the amounts in this column represent annual retainers
and chair fees for a portion of two calendar years, one from
July 1, 2009 through December 31, 2009 and the other
from January 1, 2010 through June 30, 2010. The
following chart identifies our directors deferral
elections for the portions of calendar years 2009 and 2010
comprising our fiscal year and the fair market value of the 2009
deferred stock award paid in fiscal 2010, which was based on the
closing market price of a share of our common stock on
November 20, 2009. The calendar year 2009 deferred stock
award was granted on November 20, 2009 and the calendar
year 2010 deferred stock award will be granted on
November 19, 2010, and such award will be based on the
closing market price of a share of our common stock on such date.
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34
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|
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|
|
|
|
Deferral Elections for July 1, 2009
|
|
Deferral Election for January 1, 2010
|
|
|
through December 31, 2009
|
|
through June 30, 2010
|
Director
|
|
Retainer and Chair Fees
|
|
Retainer and Chair Fees
|
|
Richard W. Boyce, David A.
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|
|
|
|
Brandon, Manuel A. Garcia
|
|
|
|
|
and Brian Swette
|
|
Deferred Retainer: $25,000 value
|
|
Deferred Retainer: $32,500 value
|
Sanjeev Mehra
|
|
Deferred Retainer and Chair Fee: $30,000 value
|
|
Deferred Retainer and Chair Fees: $42,500 value
|
Stephen G. Pagliuca
|
|
Deferred Retainer and Chair Fee: $15,000 value
|
|
Deferred Retainer: $29,375 value
|
Ronald M. Dykes
|
|
Deferred Retainer and Chair Fee: $35,000 value
|
|
Deferred Retainer and Chair Fee: $42,500 value
|
Peter R. Formanek and Kneeland C. Youngblood
|
|
No Deferral: Cash $25,000
|
|
No Deferral: Cash $32,500
|
|
|
|
(2)
|
|
The grant date fair value of these awards is based on the
closing market price of a share of our common stock on the
November 19, 2009 grant date ($17.48 per share) for all
directors, except for Mr. Pagliucas, which is based
on the closing market price of a share of our common stock on
the February 5, 2010 grant date ($17.72 per share), which
is also the compensation cost for this grant recognized for
financial statement reporting purposes in accordance with
FAS 123R. The assumptions and methodology used to calculate
the compensation cost are set forth in Note 3 to our
Consolidated Financial Statements included in our
Form 10-K
for fiscal 2010.
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|
(3)
|
|
As of June 30, 2010, Mr. Formanek was the only
director to have options outstanding. As of such date,
Mr. Formanek held 75,587 vested options. As of
June 30, 2010, all of our directors had the following
deferred stock awards outstanding: Messrs, Boyce and Brandon
25,000 shares, Mr. Dykes, 23,925 shares;
Messrs. Formanek and Youngblood, 17,507 shares;
Mr. Garcia, 23,078; Mr. Mehra, 24,478 shares;
Mr. Pagliuca, 4,796 shares; and Mr. Swette,
30,277 shares.
|
|
(4)
|
|
Quarterly dividends in the amount of $0.0625 per share were paid
by the Company to shareholders of record as of
September 14, 2009, December 10, 2009, March 16,
2010, and June 14, 2010. The amounts reflected in this
column represent dividend equivalents accrued on vested and
unvested deferred stock issued by the Company to the directors.
|
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(5)
|
|
Mr. Pagliuca resigned from the Board effective
September 21, 2009. Mr. Pagliuca elected to defer his
calendar 2009 annual retainer, but because his resignation was
effective prior to the date his deferred stock award was issued,
he received a cash payment of $38,681 in lieu of deferred stock.
This amount represented his retainer for the period commencing
January 1, 2009 through September 21, 2009, including
the chair fee for the period commencing July 1, 2009
through September 21, 2009. Upon termination of service,
his vested deferred stock settled and the unvested portion was
forfeited. Upon his resignation, we issued 17,051 shares of
stock to Mr. Pagliuca in settlement of his vested deferred
stock, and the remaining 1,153 shares of unvested deferred
stock issued to Mr. Pagliuca were forfeited.
Mr. Pagliuca also received $7,742.45 in dividend
equivalents accrued on his vested and unvested deferred stock.
Mr. Pagliuca was reappointed to the Board on
January 20, 2010.
|
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-management directors currently serve on the
Compensation Committee of the Board of Directors: Peter R.
Formanek, Sanjeev K. Mehra and Stephen G. Pagliuca. On
September 21, 2009, Mr. Pagliuca resigned from the
Board of Directors and the Compensation Committee to run for
political office. He was reappointed to the Board of Directors
and to the Compensation Committee effective January 20,
2010. No directors on the Compensation Committee are or have
been officers or employees of the Company or any of its
subsidiaries. None of our executive officers served on the board
of directors or compensation committee of another entity, one of
whose executive officers served on the Companys Board of
Directors or its Compensation Committee.
35
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
STOCK
OWNERSHIP INFORMATION
Security
Ownership of Certain Beneficial Owners, Directors and
Management
The following table sets forth certain information as of
September 13, 2010, regarding the beneficial ownership of our
common stock by:
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Each of our directors and NEOs;
|
|
|
|
All directors and executive officers as a group; and
|
|
|
|
Each person or entity who is known to us to be the beneficial
owner of more than 5% of our common stock.
|
As of September 13, 2010, our outstanding equity securities
consisted of 136,465,856 shares of common stock. The number
of shares beneficially owned by each stockholder is determined
under rules promulgated by the SEC and generally includes voting
or investment power over the shares. The information does not
necessarily indicate beneficial ownership for any other purpose.
Under the SEC rules, the number of shares of common stock deemed
outstanding includes shares issuable upon the conversion of
other securities, as well as the exercise of options or the
settlement of restricted stock units held by the respective
person or group that may be exercised or settled on or within
60 days of September 13, 2010. For purposes of
calculating each persons or groups percentage
ownership, shares of common stock issuable pursuant to stock
options and restricted stock units that may be exercised or
settled on or within 60 days of September 13, 2010 are
included as outstanding and beneficially owned by that person or
group but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person or group.
Unless otherwise indicated, the address for each listed
stockholder is:
c/o Burger
King Holdings, Inc., 5505 Blue Lagoon Drive, Miami, Florida
33126. To our knowledge, except as indicated in the footnotes to
this table and pursuant to applicable community property laws,
the persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially
owned by them.
36
|
|
|
|
|
|
|
|
|
|
|
Common Stock, par Value
|
|
|
$.01 Per Share
|
|
|
|
|
Percentage
|
Name and Address of Beneficial Owner
|
|
Number
|
|
of Class
|
|
John W. Chidsey(1)
|
|
|
1,831,834
|
|
|
|
1.3
|
%
|
Ben K. Wells(1)
|
|
|
300,660
|
|
|
|
*
|
|
Russell B. Klein(1)
|
|
|
124,778
|
|
|
|
*
|
|
Charles M. Fallon, Jr.(1)
|
|
|
305,154
|
|
|
|
*
|
|
Anne Chwat(1)
|
|
|
363,292
|
|
|
|
*
|
|
Peter Smith(1)
|
|
|
195,357
|
|
|
|
*
|
|
Richard W. Boyce(1)
|
|
|
25,000
|
|
|
|
*
|
|
David M. Brandon(1)
|
|
|
35,000
|
|
|
|
*
|
|
Ronald M. Dykes(1)
|
|
|
23,925
|
|
|
|
*
|
|
Peter R. Formanek(1)
|
|
|
233,094
|
|
|
|
*
|
|
Manuel A. Garcia(1)
|
|
|
64,641
|
|
|
|
*
|
|
Sanjeev K. Mehra(1)(2)(6)
|
|
|
13,946,647
|
|
|
|
10.2
|
%
|
Stephen G. Pagliuca(1)
|
|
|
13,601,924
|
|
|
|
10.0
|
%
|
Brian T. Swette(1)
|
|
|
130,902
|
|
|
|
*
|
|
Kneeland C. Youngblood(1)
|
|
|
17,507
|
|
|
|
*
|
|
All Executive Officers and Directors as a group
(18 persons)(1)
|
|
|
31,297,015
|
|
|
|
22.9
|
%
|
5% Stockholders
|
|
|
|
|
|
|
|
|
FMR LLC(3)
|
|
|
7,824,558
|
|
|
|
5.7
|
%
|
Investment funds affiliated with Artisan Partners Holdings LLC(4)
|
|
|
7,971,200
|
|
|
|
5.8
|
%
|
Investment funds affiliated with Bain Capital Investors, LLC(5)
|
|
|
10,403,858
|
|
|
|
7.6
|
%
|
Investment funds affiliated with The Goldman Sachs Group, Inc.(6)
|
|
|
14,046,089
|
|
|
|
10.3
|
%
|
TPG BK Holdco LLC(7)
|
|
|
15,131,497
|
|
|
|
11.1
|
%
|
|
|
|
*
|
|
Less than one percent (1%)
|
|
(1)
|
|
Includes beneficial ownership of shares of common stock for
which the following persons hold options currently exercisable
or exercisable on or within 60 days of September 13,
2010: Mr. Chidsey, 1,340,714 shares; Mr. Wells,
266,509 shares; Mr. Fallon, 252,653 shares;
Ms. Chwat, 284,462 shares; and Mr. Smith,
98,819 shares; and all directors and executive officers as
a group, 2,311,985 shares. Also includes beneficial
ownership of shares of common stock underlying deferred stock
units held by the following persons that are currently vested or
will vest on or within 60 days of September 13, 2010
and will be settled upon termination of Board service: each of
Messrs. Boyce and Brandon, 25,000 shares;
Mr. Dykes, 23,925 shares; each of Mr. Formanek
and Mr. Youngblood, 17,507 shares; Mr. Garcia,
23,078 shares; Mr. Mehra, 24,478 shares;
Mr. Pagliuca, 3,597 shares; Mr. Swette,
30,277 shares; and all non-employee directors as a group,
189,153 shares. See Footnotes 2 and 6 below for more
information regarding the deferred stock held by Mr. Mehra.
Mr. Kleins employment terminated on December 15,
2009 and his shares included in the table are based on the
Form 4 filed with the SEC on December 16, 2009. None
of the executive officers have restricted stock units or
performance-based restricted stock units that will vest on or
within 60 days of September 13, 2010, except 11,565
restricted stock units held by a non-NEO executive officer.
|
|
(2)
|
|
Mr. Mehra is a managing director of Goldman,
Sachs & Co. Mr. Mehra and The Goldman Sachs
Group, Inc. each disclaims beneficial ownership of the shares of
common stock owned directly or indirectly by the Goldman Sachs
Funds and Goldman, Sachs & Co., except to the extent
of his or its pecuniary interest therein, if any. Goldman,
Sachs & Co. disclaims beneficial ownership of the
shares of common stock owned directly or indirectly by the
Goldman Sachs Funds, except to the extent of its pecuniary
interest therein, if any. Mr. Mehra has an understanding
with The Goldman Sachs Group, Inc. pursuant to which he holds
the
|
37
|
|
|
|
|
deferred stock units he receives in his capacity as a director
of the Company for the benefit of The Goldman Sachs Group, Inc.
See Footnote 6 below for information regarding The Goldman Sachs
Group, Inc.
|
|
(3)
|
|
The shares included in the table are based solely on Amendment
No. 3 to the Schedule 13G filed with the SEC on
January 11, 2010 by FMR LLC. FMR LLC filed the amended
Schedule 13G on a voluntary basis as if all of the shares
are beneficially owned by FMR LLC and Fidelity International
Limited (FIL) on a joint basis, but each is of the
view that the shares held by the other need not be aggregated
for purposes of Section 13(d). FMR LLC has the sole power
to vote or to direct the vote regarding 4,857,828 of these
shares and the sole power to dispose or to direct the
disposition of 7,824,558 of these shares. The business address
of FMR LLC is 82 Devonshire Street, Boston, MA 02109.
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|
(4)
|
|
The shares included in the table are based solely on the
Schedule 13G filed with the SEC on February 11, 2010
by Artisan Partners Holdings LP (Artisan Holdings),
Artisan Investment Corporation (Artisan Corp.),
Artisan Partners Limited Partnership (Artisan
Partners), Artisan Investments GP LLC (Artisan
Investments), ZFIC, Inc. (ZFIC), Andrew A.
Ziegler and Carlene M. Ziegler. Artisan Holdings, a registered
investment adviser, is the sole limited partner of Artisan
Partners, a registered investment adviser. Artisan Investments
is the general partner of Artisan Partners. Artisan Corp. is the
general partner of Artisan Holdings. ZFIC is the sole
stockholder of Artisan Corp. and Mr. Ziegler and
Ms. Ziegler are the principal stockholders of ZFIC. Of the
shares reported, each of Artisan Holdings, Artisan Corp., ZFIC,
Mr. Ziegler and Ms. Ziegler reported that they had
shared voting power with respect to 7,811,200 shares and
shared dispositive power with respect to 7,971,200 shares.
Artisan Partners and Artisan Investments each reported that it
had shared voting power over 7,754,000 shares and shared
dispositive power over 7,914,000 shares. The shares
reported were acquired on behalf of discretionary clients of
Artisan Partners and Artisan Holdings. The business address of
Artisan Holdings is 875 East Wisconsin Avenue, Suite 800,
Milwaukee, WI 53202.
|
|
(5)
|
|
The shares included in the table consist of:
(i) 10,403,858 shares of common stock owned by Bain
Capital Integral Investors, LLC, whose administrative member is
Bain Capital Investors, LLC (BCI);
(ii) 3,117,905 shares of common stock owned by Bain
Capital VII Coinvestment Fund, LLC, whose managing and sole
member is Bain Capital VII Coinvestment Fund, L.P., whose
general partner is Bain Capital Partners VII, L.P., whose
general partner is BCI and (iii) 59,513 shares of
common stock owned by BCIP TCV, LLC, whose administrative member
is BCI. The shares included in the table are based solely on the
Amendment No. 3 to Schedule 13G filed with the SEC on
February 16, 2010 by BCI on behalf of itself and its
reporting group. The business address of BCI is 111 Huntington
Avenue, Boston, MA 02199.
|
|
(6)
|
|
The Goldman Sachs Group, Inc., and certain affiliates,
including, Goldman, Sachs & Co., may be deemed to
directly or indirectly own the shares of common stock which are
owned directly or indirectly by investment partnerships, which
The Goldman Sachs Group, Inc. refers to as the Goldman Sachs
Funds, of which affiliates of The Goldman Sachs Group, Inc. and
Goldman Sachs & Co. are the general partner, managing
limited partner or the managing partner. Goldman,
Sachs & Co. is the investment manager for certain of
the Goldman Sachs Funds. Goldman, Sachs & Co. is a
direct and indirect, wholly owned subsidiary of The Goldman
Sachs Group, Inc. The Goldman Sachs Group, Inc., Goldman,
Sachs & Co. and the Goldman Sachs Funds share voting
and investment power with certain of their respective
affiliates. Shares beneficially owned by the Goldman Sachs Funds
consist of: (i) 7,262,660 shares of common stock owned
by GS Capital Partners 2000, L.P.;
(ii) 2,638,973 shares of common stock owned by GS
Capital Partners 2000 Offshore, L.P.;
(iii) 303,562 shares of common stock owned by GS
Capital Partners 2000 GmbH & Co. Beteiligungs KG;
(iv) 2,306,145 shares of common stock owned by GS
Capital Partners 2000 Employee Fund, L.P.;
(v) 106,837 shares of common stock owned by Bridge
Street Special Opportunities Fund 2000, L.P.;
(vi) 213,675 shares of common stock owned by Stone
Street Fund 2000, L.P.; (vii) 356,124 shares of
common stock owned by Goldman Sachs Direct Investment
Fund 2000, L.P.; (viii) 412,941 shares of common
stock owned by GS Private Equity Partners 2000, L.P.;
(ix) 141,944 shares of common stock owned by GS
Private Equity Partners 2000 Offshore Holdings, L.P.; and
(x) 157,364 shares of common stock owned by GS Private
Equity Partners
2000-Direct
Investment Fund, L.P.
|
|
|
|
Goldman Sachs Execution & Clearing, L.P. beneficially
owns directly and The Goldman Sachs Group, Inc. may be deemed to
beneficially own indirectly 3,520 shares of common stock.
Goldman, Sachs & Co. beneficially owns directly and
The Goldman Sachs Group, Inc. may be deemed to beneficially own
indirectly 10,100 shares of common stock. Goldman,
Sachs & Co. and The Goldman Sachs Group, Inc. may
|
38
|
|
|
|
|
each be deemed to beneficially own indirectly, in the aggregate,
13,900,225 shares of common stock through certain limited
partnerships described in this footnote, of which affiliates of
Goldman, Sachs & Co. and The Goldman
|
|
|
|
Sachs Group, Inc. are the general partner, managing general
partner, managing partner, managing member or member. Goldman,
Sachs & Co. is a wholly-owned subsidiary of The
Goldman Sachs Group, Inc. Goldman, Sachs & Co. is the
investment manager of certain of the limited partnerships.
|
|
|
|
The Goldman Sachs Group, Inc. may be deemed to beneficially own
24,478 shares of common stock pursuant to the 2006 Omnibus
Incentive Plan, which are deferred shares granted to Sanjeev K.
Mehra, a managing director of Goldman, Sachs & Co. in
his capacity as a director of the Company. Mr. Mehra has an
understanding with The Goldman Sachs Group, Inc. pursuant to
which he holds such deferred shares for the benefit of The
Goldman Sachs Group, Inc. The grant of 24,478 deferred shares is
currently vested or will vest within 60 days of
September 13, 2010. The deferred shares granted to
Mr. Mehra will be settled upon termination of Board
service. Each of Goldman, Sachs & Co. and The Goldman
Sachs Group, Inc. disclaims beneficial ownership of the deferred
shares of common stock except to the extent of its pecuniary
interest therein.
|
|
|
|
The shares included in the table are based solely on the
Schedule 13G filed with the SEC on February 16, 2010
by The Goldman Sachs Group, Inc. on behalf of itself and its
reporting group. The business address for The Goldman Sachs
Group, Inc. is 85 Broad Street, New York, NY 10004.
|
|
(7)
|
|
The shares included in the table are directly held by TPG BK
Holdco LLC. TPG Advisors III, Inc., a Delaware corporation
(Advisors III), is the sole general partner of TPG
GenPar III, L.P., a Delaware limited partnership, which in turn
is the sole general partner of TPG Partners III, L.P., a
Delaware limited partnership, which in turn is the managing
member of TPG BK Holdco LLC. David Bonderman and James Coulter
are directors, officers and sole shareholders of Advisors III,
and therefore, David Bonderman, James Coulter and
Advisors III may each be deemed to beneficially own the
shares directly held by TPG BK Holdco LLC. The shares included
in this table are based solely on the Amendment No. 2 to
Schedule 13G filed with the SEC on February 13, 2009
on behalf of Advisors III, Mr. Bonderman and
Mr. Coulter. The business address for TPG BK Holdco LLC is
c/o TPG
Capital, L.P., 301 Commerce Street, Suite 3300,
Fort Worth, TX 76102.
|
39
Item 13. Certain Relationships and Related Transactions, and Director Independence
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Related
Person Transactions Policy
In May 2007, our Board of Directors adopted a written related
person transactions policy, which is administered by the Audit
Committee. This policy applies to any transaction or series of
related transactions or any material amendment to any such
transaction involving a related person and the Company or any
subsidiary of the Company. For the purposes of the policy,
related persons consist of executive officers,
directors, director nominees, any shareholder beneficially
owning more than 5% of the Companys common stock, and
immediate family members of any such persons. In reviewing
related person transactions, the Audit Committee takes into
account all factors that it deems appropriate, including whether
the transaction is on terms no less favorable than terms
generally available to an unaffiliated third party under the
same or similar circumstances and the extent of the related
persons interest in the transaction. No member of the
Audit Committee may participate in any review, consideration or
approval of any related person transaction in which the director
or any of his immediate family members is the related person.
The related person transactions discussed below were entered
into before the adoption of this written policy.
Shareholders
Agreement
In connection with our acquisition of Burger King Corporation
(BKC), we entered into a shareholders
agreement dated June 27, 2003 with BKC and the private
equity funds affiliated with TPG Capital, Bain Capital Partners and the Goldman
Sachs Funds (collectively, the Sponsors), which was amended and
restated on May 17, 2006 (the Shareholders
Agreement). The Shareholders Agreement provides for
(i) the right of each Sponsor to appoint two members to our
Board, (ii) the right of each Sponsor, with respect to each
committee of the Board other than the Audit Committee, to have
at least one Sponsor director on each committee, for Sponsor
directors to constitute a majority of the membership of each
committee and for the chairmen of the committees to be Sponsor
directors, to the extent that such directors are permitted to
serve on such committees under SEC and NYSE rules applicable to
the Company, (iii) drag-along and tag-along rights and
transfer restrictions, (iv) shelf, demand and piggyback
registration rights and (v) the payment of expenses and the
grant of certain indemnities relating to those registration
rights. A Sponsors right to appoint directors will be
reduced to one director if the stock ownership of the private
equity funds controlled by that Sponsor drops to 10% or less of
our outstanding common stock, and will be eliminated if the
stock ownership of the private equity funds controlled by that
Sponsor drops to 2% or less of our outstanding common stock. The
right to appoint directors to board committees terminates if the
private equity funds controlled by the Sponsors no longer
collectively beneficially own 30% or more of our outstanding
common stock. Three of our current directors,
Messrs. Boyce, Mehra and Pagliuca, were appointed pursuant
to the Shareholders Agreement.
The Shareholders Agreement also includes customary
indemnification provisions against liabilities under the
Securities Act incurred in connection with the registration of
our debt or equity securities. We agreed to reimburse legal or
other expenses incurred in connection with investigating or
defending any such liability, action or proceeding, except that
we will not be required to indemnify or reimburse related legal
or other expenses if such loss or expense arises out of or is
based on any untrue statement or omission made in reliance upon
and in conformity with written information provided by these
persons.
Expense
Reimbursement to the Sponsors
We have reimbursed the Sponsors for certain travel-related
expenses of their employees who are members of our Board in
connection with meetings of the Board of Directors in amounts
that are consistent with amounts reimbursed to the non-Sponsor
directors.
40
DIRECTOR
INDEPENDENCE
The NYSE listing standards require that a majority of the
members of our Board of Directors be independent and that our
Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee be composed of only independent
directors. As of November 19, 2008, each of those
committees was and continues to be composed entirely of
independent directors.
The Board of Directors is responsible for determining the
independence of our directors. Under the NYSE listing standards,
a director qualifies as independent if the Board of Directors
affirmatively determines that the director has no material
relationship with us. While the focus of the inquiry is
independence from management, the Board is required to broadly
consider all relevant facts and circumstances in making an
independence determination. The NYSE listing standards permit
the Board to adopt and disclose standards to assist the Board in
making determinations of independence. Accordingly, the Board
has adopted, as a part of our Corporate Governance Guidelines,
director independence standards to assist it in making
independence determinations. The Board also considers the
recommendations of the Nominating and Corporate Governance
Committee which reviews information disclosed by the directors
on annual director and officer questionnaires prepared by us and completed by the directors.
On August 19, 2010, our Board conducted evaluations of
Richard W. Boyce, David A. Brandon, Ronald M. Dykes, Peter R.
Formanek, Manuel A. Garcia, Sanjeev K. Mehra, Stephen G.
Pagliuca, Brian T. Swette and Kneeland C. Youngblood under the
NYSE listing standards and the director independence standards
set forth in our Corporate Governance Guidelines (collectively,
the Independence Standards) and other applicable
independence standards as described below. The Board
affirmatively determined that each of Messrs. Boyce,
Brandon, Dykes, Formanek, Garcia, Mehra, Pagliuca, Swette and
Youngblood is independent. The Corporate Governance Guidelines are
posted on our website at
www.bk.com
in the Company
Info Investor Relations section and are available in
print to any shareholder who requests a copy by contacting our
Investor Relations department at
305-378-7696
or by sending a written request to Burger King Holdings, Inc.,
Investor Relations, 5505 Blue Lagoon Drive, Miami, Florida 33126.
In conducting its evaluations of Messrs. Brandon, Dykes,
Formanek, Swette and Youngblood, the Board determined that none
of these directors has a direct or indirect material
relationship with us and that each satisfies the Independence
Standards. In connection with determining Mr. Garcias
independence, the Board considered lease payments for a
B
urger
K
ing
®
restaurant in the amount of $110,661.72 paid by our subsidiary
Burger King Corporation to Mr. Garcias sister. Our Board determined that the receipt of the lease payments by
Mr. Garcias sister does not constitute a direct or
indirect material relationship with us and that Mr. Garcia
satisfies the Independence Standards discussed above.
In conducting its evaluations of Messrs. Boyce, Mehra and
Pagliuca, the Board determined that none of these directors has
a direct or indirect material relationship with us and that each
satisfies the Independence Standards. In making its
determinations the Board considered Messrs. Boyce, Mehra
and Pagliucas positions with TPG Capital, Goldman
Sachs & Co, and Bain Capital Partners, respectively;
the Shareholders Agreement with the Sponsors and other
related person transactions involving Goldman, Sachs &
Co. and the Sponsors previously disclosed in our SEC filings. As
a result of this evaluation and the recommendation of the
Nominating and Corporate Governance Committee, the Board
affirmatively determined that Messrs. Boyce, Mehra and
Pagliuca do not have any direct or indirect material
relationship with us and satisfy the Independence Standards.
Since Messrs. Dykes, Formanek and Garcia serve on our Audit
Committee, the Board also considered whether they satisfied the
independence standards mandated by Section 301 of the
Sarbanes-Oxley Act and those set forth in
Rule 10A-3
of the Exchange Act, which we refer to as the Audit Committee
Independence Standards. Our Board also considered the
recommendation of the Nominating and Corporate Governance
Committee. As a result of this evaluation and the recommendation
of the Nominating and Corporate Governance Committee, our Board
affirmatively determined that Messrs. Dykes, Formanek and
Garcia are independent under the Audit Committee Independence
Standards.
41
Item 14. Principal Accounting Fees and Services
AUDIT
FEES AND SERVICES
The following table sets forth fees for professional services
rendered by KPMG for the annual audit of our financial
statements for the years ended June 30, 2010 and 2009 and
fees billed for other services rendered by KPMG for such years.
There were no fees billed by KPMG for the years ended
June 30, 2010 and 2009 that would fall under the categories
of Tax Fees or All Other Fees.
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
Fee Category
|
|
2010
|
|
2009
|
|
|
(In thousands)
|
|
(In thousands)
|
|
Audit Fees(1)
|
|
$
|
3,267
|
|
|
$
|
3,643
|
|
Audit-Related Fees(2)
|
|
|
129
|
|
|
|
151
|
|
Total Fees
|
|
|
3,396
|
|
|
|
3,794
|
|
|
|
|
(1)
|
|
Annual audit fees primarily consist of fees for the audits of
the consolidated financial statements and the review of the
interim condensed quarterly consolidated financial statements.
This category also includes fees for statutory audits required
by the tax authorities of various countries and accounting
consultations and research work necessary to comply with Public
Company Accounting Oversight Board standards. In fiscal 2010 and
2009, audit fees also included amounts related to the audit of
the effectiveness of internal controls over financial reporting
and attestation services.
|
|
(2)
|
|
Audit-Related Fees primarily consist of the fees for financial
statement audits of our marketing fund and gift card subsidiary.
|
Pre-approval
Policy
Pursuant to its written charter, the Audit Committee
pre-approves all audit services and permitted non-audit services
to be performed by our independent registered public accounting
firm. The Audit Committee has adopted a pre-approval policy
under which the Audit Committee has delegated to its chairman
the authority to approve services valued at up to $50,000 per
engagement. All such decisions to pre-approve audit and
permitted non-audit services are presented to the full Audit
Committee at the next scheduled meeting.
All audit and permitted non-audit services and all fees
associated with such services performed by our independent
registered public accounting firm in fiscal 2010 were approved
by the full Audit Committee or approved by the chairman of the
Audit Committee consistent with the policy described above.
42
PART IV
Item 15. Exhibits, Financial Statement Schedules.
|
|
|
31.1
|
|
Certification of Chief Executive Officer of Burger King Holdings,
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer of Burger King Holdings,
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer of Burger King Holdings,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference to Exhibit 32.1 to the Companys Form
10-K for the fiscal year ended June 30, 2010)
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer of Burger King
Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (incorporated by reference to Exhibit 32.1 to the
Companys Form 10-K for the fiscal year ended June 30, 2010)
|
43
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
BURGER KING HOLDINGS, INC.
|
|
|
By:
|
/s/ John W. Chidsey
|
|
|
|
Name:
|
John W. Chidsey
|
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
Date:
|
September 17, 2010
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ John W. Chidsey
John W. Chidsey
|
|
Chairman and Chief Executive Officer
(principal executive officer)
|
|
September 17, 2010
|
|
|
|
|
|
/s/ Ben K. Wells
Ben K. Wells
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
September 17, 2010
|
|
|
|
|
|
/s/ Richard W. Boyce
Richard W. Boyce
|
|
Director
|
|
September 17, 2010
|
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ Ronald M. Dykes
Ronald M. Dykes
|
|
Director
|
|
September 17, 2010
|
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ Manuel A. Garcia
Manuel A. Garcia
|
|
Director
|
|
September 17, 2010
|
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ Stephen G. Pagliuca
Stephen G. Pagliuca
|
|
Director
|
|
September 17, 2010
|
|
|
|
|
|
/s/ Brian T. Swette
Brian T. Swette
|
|
Director
|
|
September 17, 2010
|
|
|
|
|
|
/s/ Kneeland C. Youngblood
Kneeland C. Youngblood
|
|
Director
|
|
September 17, 2010
|
44
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