QuickLinks
-- Click here to rapidly navigate through this document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
|
|
Filed by the Registrant ý
|
Filed by a Party other than the Registrant o
|
Check the appropriate box:
|
o
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
ý
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
o
|
|
Soliciting Material under §240.14a-12
|
|
|
|
|
|
Dover Motorsports, Inc.
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
|
ý
|
|
No fee required.
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
DOVER MOTORSPORTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 2020
DEAR STOCKHOLDER:
PLEASE
TAKE NOTICE that the 2020 Annual Meeting of Stockholders of DOVER MOTORSPORTS, INC., a Delaware corporation, will be held at the Dover Downs Hotel & Casino,
1131 N. DuPont Highway, Dover, Delaware, on Wednesday, April 29, 2020, at 9:00 A.M.
At
the meeting you will be asked to:
-
1.
-
elect
two Class III Directors to the Board of Directors;
-
2.
-
consider
and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting.
Stockholders
are invited to attend the Annual Meeting and to vote in person or to vote by proxy in accordance with the instructions on the enclosed proxy card. Please note that the meeting is limited to stockholders of record and proper
identification will be required of any stockholder that chooses to attend the Annual Meeting in
person. For more details, please refer to GENERAL INFORMATION ABOUT THE MEETINGVoting in Person at the Meeting.
|
|
|
|
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
KLAUS M. BELOHOUBEK
Senior Vice President-General Counsel and Secretary
|
Dover,
Delaware
March 30, 2020
Important Notice for Stockholders Intending to Attend the Meeting in Person
Please
note that as we go to print, we plan to hold our annual meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that
public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those
described herein) or may decide to hold the stockholder meeting in a different location or solely by means of remote communication (i.e., a virtual-only stockholder meeting). We would announce
any such updates through a press release and on our website, dovermotorsports.com.
PROXY STATEMENT
DOVER MOTORSPORTS, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 2020
INFORMATION CONCERNING SOLICITATION AND VOTING
Your vote is very important. For this reason, our Board of Directors is requesting that you permit your stock to be represented at our 2020
Annual Meeting of Stockholders by the proxies named on the enclosed proxy card. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought
before the Annual Meeting. Please read it carefully.
References
in this Proxy Statement to the "Company," "we," "us" and "our" shall mean DOVER MOTORSPORTS, INC., a Delaware corporation, and/or its wholly-owned subsidiaries, as
appropriate. This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of our Board of Directors. Proxies solicited by this Proxy Statement are to be voted at our
Annual Meeting or at any adjournment of the meeting.
The
mailing address for our principal executive office is P.O. Box 843, Dover, Delaware 19903. This Proxy Statement and the form of proxy were first sent to our
stockholders on or about March 30, 2020.
GENERAL INFORMATION ABOUT THE MEETING
Who May Vote
You may vote your stock if our records show that you owned your shares as of the close of business on March 20, 2020. On that date, our
outstanding capital stock consisted of 17,903,407 shares of common stock, par value $.10 per share (the "Common Stock"), and 18,509,975 shares of Class A common stock, par value $.10 per share
(the "Class A Common Stock"). Shares of Class A Common Stock are convertible at any time into shares of Common Stock on a share-for-share basis at the option of the holder.
Voting Rights in General
If you hold Common Stock, you are entitled to one vote for each share of Common Stock held. If you hold Class A Common Stock, you are
entitled to ten votes for each share of Class A Common Stock held, except to the extent that voting by class is required by law. At a meeting of stockholders at which a quorum is present, a
majority of the votes cast decides all questions, unless the matter is one upon which a different vote is required by express provision of law or our Certificate of Incorporation or By-Laws. Under the
General Corporation Law of the State of Delaware, holders of Common Stock and Class A Common Stock are only entitled to vote as a class with respect to certain limited matters, such as certain
amendments to our Certificate of Incorporation which would change the rights of only one class of stock.
Voting in Person at the Meeting
You may vote in person at the meeting or by proxy as described below under the heading Voting your
proxy. Attendance at the meeting is limited to stockholders of record and you will be asked to show a valid, government-issued photo identification, such as a driver's license
or passport, before being allowed into the meeting room. No recording or other electronic devices will be allowed in the meeting and attendees will be subject to a security inspection. If your shares
are not registered in your name but are held in the name of your broker, bank or other nominee, you must bring the voting instruction form you received from
1
your
broker, bank or other nominee or other evidence acceptable to our transfer agent, such as an account statement, indicating that you beneficially owned the shares on March 20, 2020, the
record date for the meeting.
Voting Your Proxy
Whether you hold shares in your name or through a broker, bank or other nominee, you may vote without attending the meeting. You may vote by
granting a proxy or, for shares held through a broker, bank or other nominee, by submitting voting instructions to that nominee. Instructions for voting are on your proxy card. For shares held through
a broker, bank or other nominee, follow the instructions on the voting instruction card included with your voting materials. If you provide specific voting instructions, your shares will be voted as
you have instructed and as the proxy holders may determine within their discretion with respect to any other matters that properly come before the meeting.
If
you hold shares in your name, and you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board on all matters
and as the proxy holders may determine in their discretion with respect to any other matters that properly come before the meeting. New York Stock Exchange ("NYSE") rules no longer allow broker
discretionary voting on non-routine items, such as the election of directors. So, if you hold shares through a broker and you do not provide instructions on how to vote, your broker will not have
authority to vote your shares on the matters described in this proxy statement.
Votes Needed to Hold the Meeting ("Quorum")
The meeting will be held if a majority of our outstanding shares on the record date entitled to vote is represented at the meeting. This is
called a quorum. Your shares will be counted for purposes of determining if there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the meeting, if
you:
-
-
are present and vote in person at the meeting; or
-
-
have properly submitted your vote as permitted by your proxy card.
Matters to be Voted on at the Meeting and Conduct of the Meeting
The following proposals will be presented for your consideration at the meeting:
-
-
to elect two Class III Directors to our Board of Directors;
-
-
to consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting.
We
currently are not aware of any business to be acted upon at the meeting other than as enumerated above. If other business is properly raised, your proxies have authority to vote as
they think best, including authority to adjourn the meeting.
Our
Chairman has broad authority to conduct the meeting so that the business of the meeting is carried out in an orderly and timely manner. We have not previously had any need to provide
rules of conduct in advance of our annual meetings and do not anticipate doing so for this meeting since the Chairman has broad discretion to establish reasonable rules for discussion, comments and
questions during the meeting and, if required, is entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the meeting proceeds in a manner that is fair to all
participants.
2
Vote Required
The election of our Board nominees will require a plurality of the votes cast by the shares entitled to vote. This means that the nominees
receiving the greatest number of votes will be elected. Accordingly, abstentions, broker non-votes and withheld votes will not affect the outcome of the election of directors. There is no class voting
or cumulative voting with respect to the election of directors.
Our
Chairman, Henry B. Tippie, owns or has the right to vote shares of Common Stock and Class A Common Stock that add up to more than fifty percent of the voting power of all of
our outstanding capital stock. This means that his vote is all that is needed to approve any of the proposals to be considered at the meeting. Mr. Tippie has indicated that he intends to vote
all shares under his control as the Board recommends.
Voting Recommendations
Our Board recommends that you vote "FOR" each of the nominees to our Board of Directors.
Cost of this Proxy Solicitation
We will pay the costs of the solicitation of proxies. We may reimburse brokerage firms and other persons representing beneficial owners of
shares for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions. In addition to soliciting proxies by mail, our
board members, officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone, or we may ask our proxy solicitor to solicit proxies on our behalf
for a nominal charge.
Changing Your Vote
You may revoke your proxy and change your vote at any time before the final vote at the meeting. You may do this by signing a new proxy card
with a later date, voting on a later date by telephone (if permitted by your proxy card), or by attending the meeting and voting in person. However, your attendance at the meeting will not
automatically revoke your proxy; you must specifically revoke your proxy.
Voting Results
The preliminary voting results will be announced at the meeting. The final voting results will be tallied by our Transfer Agent and Inspector of
Elections and promptly published in a report on Form 8-K.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2020
This proxy statement and our annual report to security holders are available at
https://www.doverspeedway.com/dover-motorsports-corporate/dover-motorsports-investor-relations/
3
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below, based on information we have received, shows the number of shares of Common Stock and Class A Common Stock owned as of
March 20, 2020 by:
-
-
each of our Directors or nominees for Director;
-
-
each of our Executive Officers named in the SUMMARY COMPENSATION TABLE;
-
-
our Executive Officers and Directors as a group; and
-
-
stockholders owning five percent or more of our Common Stock or Class A Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
and Nature of Beneficial
Ownership by Class(1)
|
|
Percentage Beneficially
Owned by Class
|
|
|
|
|
|
Percentage of
Combined
Voting Power
of Both
Classes
|
|
Names and Addresses
of Beneficial Owners
|
|
Common
Stock
|
|
Class A
Common Stock
|
|
Common
Stock
|
|
Class A
Common Stock
|
|
RMT Trust(2)
|
|
|
|
|
|
8,000,000
|
|
|
|
|
|
43.2
|
%
|
|
39.4
|
%
|
P.O. Box 26557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austin, TX 78755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry B. Tippie(2)
|
|
|
1,235,000
|
(3)
|
|
11,500,000
|
(3)
|
|
6.9
|
%
|
|
62.1
|
%
|
|
57.3
|
%
|
P.O. Box 26557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austin, TX 78755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Randall Rollins
|
|
|
290,700
|
|
|
2,503,500
|
|
|
1.6
|
%
|
|
13.5
|
%
|
|
12.5
|
%
|
2170 Piedmont Road, NE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta, GA 30324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey W. Rollins
|
|
|
65,540
|
(4)
|
|
1,153,975
|
(4)
|
|
0.4
|
%
|
|
6.2
|
%
|
|
5.7
|
%
|
One Walker's Mill Road
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington, DE 19807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denis McGlynn
|
|
|
346,997
|
(5)
|
|
762,528
|
(5)
|
|
1.9
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
1131 N. DuPont Highway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dover, DE 19901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick J. Bagley
|
|
|
24,271
|
|
|
|
|
|
0.1
|
%
|
|
|
|
|
< 0.1
|
%
|
1131 N. DuPont Highway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dover, DE 19901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy R. Horne
|
|
|
192,375
|
|
|
|
|
|
1.1
|
%
|
|
|
|
|
0.1
|
%
|
1131 N. DuPont Highway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dover, DE 19901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Klaus M. Belohoubek
|
|
|
200,193
|
|
|
|
|
|
1.1
|
%
|
|
|
|
|
0.1
|
%
|
3411 Silverside Road
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tatnall Bldg., Suite 201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmington, DE 19810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Tatoian
|
|
|
170,973
|
|
|
|
|
|
1.0
|
%
|
|
|
|
|
0.1
|
%
|
1131 N. DuPont Highway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dover, DE 19901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary W. Rollins
|
|
|
290,700
|
|
|
2,503,500
|
|
|
1.6
|
%
|
|
13.5
|
%
|
|
12.5
|
%
|
2170 Piedmont Road, NE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta, GA 30324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
and Nature of Beneficial
Ownership by Class(1)
|
|
Percentage Beneficially
Owned by Class
|
|
|
|
|
|
Percentage of
Combined
Voting Power
of Both
Classes
|
|
Names and Addresses
of Beneficial Owners
|
|
Common
Stock
|
|
Class A
Common Stock
|
|
Common
Stock
|
|
Class A
Common Stock
|
|
GAMCO Investors, Inc./Gabelli Funds LLC
|
|
|
1,186,762
|
|
|
|
|
|
6.6
|
%
|
|
|
|
|
0.6
|
%
|
One Corporate Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rye, NY 10580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nantahala Capital Management, LLC
|
|
|
1,695,541
|
|
|
|
|
|
9.5
|
%
|
|
|
|
|
0.8
|
%
|
19 Old Kings Highway S, Suite 200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darien, CT 06820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and Officers as a Group (9 persons)
|
|
|
2,669,428
|
|
|
15,920,003
|
|
|
14.9
|
%
|
|
86.0
|
%
|
|
79.7
|
%
|
-
(1)
-
Our
Class A Common Stock entitles the holder to ten votes per share and our Common Stock allows for one vote per share. Class A Common Stock is
convertible, at any time, on a share-for-share basis into Common Stock at the option of the holder. As a result, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, a stockholder is
deemed to have beneficial ownership of the shares of Common Stock which the stockholder may acquire upon conversion of Class A Common Stock. In order to avoid overstatement, the amount of
Common Stock shown above as beneficially owned does not take into account shares of Common Stock which may be acquired upon conversion of Class A Common Stock (an amount which is equal to the
number of shares of Class A Common Stock held by a stockholder). The percentages shown in this table are based on 17,903,407 shares of Common Stock and 18,509,975 shares of Class A
Common Stock outstanding as of March 20, 2020. The above numbers include the following shares of restricted Common Stock granted under our 2014 Stock Incentive Plan which have not vested: Denis
McGlynn, 80,000 shares; Timothy R. Horne, 51,000 shares; Michael A. Tatoian, 78,800 shares; Klaus M. Belohoubek, 51,000 shares; and all directors and officers as a group, 292,800 shares. Unvested
shares are included as beneficially owned because the grantees have the right to vote the shares.
-
(2)
-
Henry
B. Tippie is a trustee of the RMT Trust and has voting and dispositive control over shares held by the RMT Trust pursuant to a voting agreement with R. Randall
Rollins and Michele M. Rollins, the other two trustees. The agreement is described below under the heading CORPORATE GOVERNANCE AND BOARD OF DIRECTORS' COMMITTEES AND
MEETINGSControlled Corporation Status.
-
(3)
-
Includes
200,000 shares of Common Stock held by his wife, and 35,000 shares of Common Stock held as a trustee, and 8,000,000 shares of Class A Common Stock
held by the RMT Trust, as to all of which Mr. Tippie disclaims any beneficial interest.
-
(4)
-
Includes
32,750 shares of Common Stock owned by a limited liability corporation over which Mr. Rollins has sole voting and investment power and 5,550 shares
of Common Stock held indirectly as custodian for his children.
-
(5)
-
Includes
20,000 shares of Common Stock and 232,000 shares of Class A Common Stock held by his wife, as to which Mr. McGlynn disclaims any beneficial
interest.
5
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Two of our Directors are standing for reelection at the Annual Meeting to serve as Class III Directors for a term of three years, and
until the election and qualification of their successors. Our other four Directors are not standing for reelection because their terms as Directors extend past the Annual Meeting pursuant to
provisions of our Certificate of Incorporation which provide for the election of Directors for staggered terms, with each Director serving a three year term.
Upon
completion of this election we will have six members and four vacancies on our Board of Directors. There are positions for two Class I Directors, a Class II Director
and a Class III Director which will remain vacant immediately after the Annual Meeting. Our Board believes that it is in our and your best interests to keep these vacancies on the Board so that
the Board may, if the opportunity arises, appoint candidates in the future without amending our Certificate of Incorporation. A majority of the members of our Board of Directors may appoint an
individual to fill a vacancy.
Unless
you WITHHOLD AUTHORITY, the proxy holders will vote FOR the election of the nominees named below to the terms stated as Directors. Although our Board of Directors does not
contemplate the possibility, in the event a nominee is not a candidate or is unable to serve as a Director at the time of the election, unless you WITHHOLD AUTHORITY, the proxies will be voted for
such nominee as is designated by our Board of Directors to fill the vacancy.
The
name and age of each of our Directors and each of the nominees, his principal occupation, other board memberships and the period during which he has served us as a Director are set
forth below. We believe that each of our Directors and each of our nominees is well suited to serve on our Board for a variety of individual reasons and because collectively they bring a wealth of
experience from diverse backgrounds that has combined to provide us with an excellent mix of experiences and viewpoints: two are long standing executive officers of ours with considerable knowledge of
and insights into our company and our industry, five have served on our Board since we became a public company in 1996 and possess similar knowledge of and insights into our company and our industry;
each has served on the board of directors or been an executive officer of one or more other public companies and each brings with him experience from other industries; each has considerable financial
expertise in our industry and other industries; and each has held senior executive positions in various industries. In addition, five of our Directors have served as the Chairman, Chief Executive
Officer and/or Chief Financial Officer of one or more other publicly traded companies and two of our Directors have served on the board of a financial institution. Additional qualifications of the
members of our Audit Committee, all of whom qualify as audit committee financial experts, and the members of our Compensation and Stock Option Committee are noted elsewhere in this proxy statement
under the headings CORPORATE GOVERNANCE AND BOARD OF DIRECTORS' COMMITTEES AND MEETINGS AND COMPENSATION DISCUSSION AND
ANALYSIS.
6
|
|
|
|
|
|
|
Names of
Nominees
|
|
Principal Occupation(1)
|
|
Service as
Director
|
|
Age
|
Class III (Term Expires 2020)
|
|
|
|
|
|
|
Denis McGlynn
|
|
President and Chief Executive Officer; President, Chief Executive Officer and Director, Dover Downs Gaming & Entertainment, Inc. through March 28, 2019
|
|
1979 to date
|
|
74
|
Jeffrey W. Rollins
|
|
Managing Member, Osprey Investment Partners; Senior Investment Officer, Ashford Capital Management
|
|
1993 to date
|
|
55
|
|
|
|
|
|
|
|
Names of Directors Whose
Terms Have Not Expired
|
|
|
|
|
|
|
Class I (Term Expires 2021)
|
|
|
|
|
|
|
Henry B. Tippie
|
|
Chairman of the Board; Chairman of the Board and Chief Executive Officer, Tippie Services, Inc.; Chairman of the Board, Dover Downs Gaming & Entertainment, Inc. through March 28,
2019
|
|
1996 to date
|
|
93
|
R. Randall Rollins
|
|
Chairman of the Board, Rollins, Inc.; Chairman of the Board, RPC, Inc.; Chairman of the Board, Marine Products Corporation
|
|
1996 to date
|
|
88
|
Class II (Term Expires 2022)
|
|
|
|
|
|
|
Patrick J. Bagley
|
|
RetiredFormer Senior Vice PresidentFinance and
Chief Financial Officer
|
|
1996 to date
|
|
72
|
Timothy R. Horne
|
|
Senior Vice PresidentFinance and Chief Financial Officer; Senior Vice PresidentFinance, Treasurer and Chief Financial Officer and Director, Dover Downs Gaming & Entertainment, Inc. through
March 28, 2019
|
|
2014 to date
|
|
54
|
-
(1)
-
The
nominees and other Directors have held the positions of responsibility set out in the above column for more than five years. In addition to the directorships
listed in the above column, the following Directors also serve on the Board of Directors of the following companies: Henry B. Tippie serves on the Boards of Rollins, Inc., RPC, Inc. and
Marine Products Corporation. R. Randall Rollins, Patrick J. Bagley and Jeffrey W. Rollins served on the Board of Dover Downs Gaming & Entertainment, Inc. until its acquisition by Twin
River Worldwide Holdings, Inc. on March 28, 2019. Jeffrey W. Rollins became a director of Twin River Worldwide Holdings, Inc. at the time of the acquisition. Dover Downs
Gaming & Entertainment, Inc. was spun-off from the Company on April 1, 2002 and is in the gaming and entertainment business. Twin River Worldwide Holdings, Inc. is also in
the gaming and entertainment business. In August 2013, Jeffrey W. Rollins joined Osprey Investment Partners and Ashford Capital Management, both are investment advisors. Previously, Mr. Rollins
was a principal of J.W. Rollins & Associates, LLC, a firm that he founded in 2007 that made direct investments in businesses. Prior to 2009, Jeffrey Rollins served as a director
of Delaware Sterling Bank. Prior to 2005, R. Randall Rollins served as a director of SunTrust Banks, Inc. Rollins, Inc. is a consumer services company engaged in residential and
commercial termite and pest control. RPC, Inc. is engaged in oil and gas field services. Marine Products Corporation is engaged in boat manufacturing. SunTrust Banks, Inc. and Delaware
Sterling Bank are financial institutions. Tippie Services, Inc. provides management services. Gary W. Rollins and R. Randall Rollins are brothers, and they are cousins of Jeffrey W. Rollins.
Our Board of Directors recommends a vote FOR the nominees listed.
7
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS'
COMMITTEES AND MEETINGS
Our Board of Directors held five meetings in 2019. All meetings were attended by all Directors. Board members are encouraged to attend our
Annual Meeting of Stockholders and all Board members were in attendance at last year's meeting.
Audit Committee
Our Audit Committee consists of Patrick J. Bagley, Chairman, R. Randall Rollins and Jeffrey W. Rollins. The Audit Committee held five meetings
in 2019. The Committee's functions are described below under the caption REPORT OF THE AUDIT COMMITTEE. Our Board has determined that each of our Audit
Committee members is an "independent director" and that each member qualifies as an "audit committee financial expert" as those terms are defined by applicable NYSE and Securities and Exchange
Commission ("SEC") rules and regulations.
We
have adopted Independence Guidelines for determining whether a director qualifies as independent. A copy of these guidelines may be found at our website
(www.dovermotorsports.com) under the heading Investor Relations. In accordance with the rules of the
NYSE, no director will qualify as independent unless our Board affirmatively determines that the director has no material relationship with the Company that would affect the director's independence.
Executive Committee
Our Executive Committee consists of Henry B. Tippie, Chairman, and Denis McGlynn. The Executive Committee held one meeting in 2019. The
Executive Committee has the power to exercise all of the powers and authority of our Board of Directors in the management of the business and affairs of the Company in accordance with the provisions
of our By-Laws.
Compensation and Stock Incentive Committee
Our Compensation and Stock Incentive Committee consists of Henry B. Tippie, Chairman, and R. Randall Rollins. The Compensation and Stock
Incentive Committee held three meetings in 2019. The Committee has authority to determine the compensation of the Company's executive officers and such other officers as the Committee may decide, to
administer the Company's Stock Incentive Plan, including the granting of restricted stock awards to various employees of the Company and its subsidiaries, and to adopt or modify policies that govern
the Company's compensation and benefits programs. The Committee has authority to engage attorneys, accountants and consultants, to solicit input from management concerning compensation matters, and to
delegate any of its responsibilities to one or more directors or members of management where it deems such delegation appropriate and permitted under applicable law. The Committee does not have a
formal charter and is not required to have one under NYSE rules since we are a controlled corporation as described below under the heading Controlled Corporation
Status.
Nominating & Corporate Governance Committee
Our Nominating & Corporate Governance Committee consists of Henry B. Tippie, Chairman, and R. Randall Rollins. The Committee does
not have a formal charter; it was formed by resolution of the full Board of Directors in 2002 for the following purposes:
-
-
to recommend to our Board of Directors nominees for director and to consider any nominations properly made by a stockholder;
8
-
-
upon request of our Board of Directors, to review and report to the Board with regard to matters of corporate governance; and
-
-
to make recommendations to our Board of Directors regarding the agenda for our annual stockholders' meetings and with respect to appropriate
action to be taken in response to any stockholder proposals.
The
Nominating & Corporate Governance Committee held one meeting in 2019. We are not required by law or by NYSE rules to have a nominating committee since we are a controlled
corporation as described below under the heading Controlled Corporation Status. We established the Nominating & Corporate Governance Committee to
promote responsible corporate governance practices and we currently intend to maintain the Committee going forward.
Controlled Corporation Status
We have elected to be treated as a "controlled corporation" as defined by NYSE Rule 303A. This Rule provides that a controlled
corporation need not comply with the requirements of Sections 303A.01, 303A.04 and 303A.05 of the NYSE Listed Company Manual. Section 303A.01 requires that listed companies have a
majority of independent directors. As a controlled corporation, this Section does not apply to us. We are only required to make an independence determination relative to our audit committee
membersall three of whom are independent. Two of our directors, Denis McGlynn and Timothy R. Horne, are employees of ours and, therefore, cannot be considered independent. No other
directors or their immediate family members are employees of ours. Our Board is not required to and has not formally made an assessment as to the independence of these directors.
Sections 303A.04 and 303A.05 require that listed companies have a nominating & corporate governance committee and a compensation and stock incentive committee, in each case composed
entirely of independent directors. In addition, each committee must have a charter that addresses both the committee's purpose and responsibilities and the need for an annual performance evaluation by
the committee. While we have a nominating & corporate governance committee and a compensation and stock incentive committee, we are not required to and do not comply with all of the provisions
of Sections 303A.04 and 303A.05. We are a controlled corporation because a single person, Henry B. Tippie, the Chairman of our Board of Directors, controls in excess of fifty percent of our
voting power. This means that he has the ability to determine the outcome of the election of directors at our annual meetings and to determine the outcome of many significant corporate transactions,
many of which only require the approval of a majority of our voting power. Such a concentration of voting power could also have the effect of delaying or preventing a third party from acquiring us at
a premium.
Mr. Tippie's
voting control emanates from his direct and indirect holdings of Common Stock and Class A Common Stock and from his status as a trustee of the RMT Trust (the
"Trust"), our largest stockholder. As of March 20, 2020, Mr. Tippie controls 57.3% of our voting power.
The
Trust was formed under the Last Will and Testament of John W. Rollins, Sr. Mr. Tippie was the executor of the Estate of John W. Rollins, Sr. (the "Estate"). In 2008, the
Estate transferred all of its equity securities held in the Company to the Trust. Mr. Tippie is one of three trustees of the Trust and has sole voting and sole dispositive power over any equity
securities of the Company held by the Trust (the "Trust Stock") pursuant to a Stockholders Agreement and Irrevocable Proxy entered into January 31, 2008 among the three trustees of the Trust.
We are not a party to this Agreement. A copy of the Agreement is attached as Exhibit A to a Schedule 13D dated January 31, 2008 and filed by Mr. Tippie with the SEC. The
Agreement has an initial one (1) year term and renews annually for successive one (1) year terms unless terminated earlier as provided therein. The Agreement was to have automatically
terminated on its tenth anniversary, but was amended January 30, 2018 such that automatic termination shall occur on January 30, 2028. The Agreement automatically terminates in the event
that Mr. Tippie ceases to be Chairman of the
9
Board
of Directors of the Company or ceases to control more than 50% of the voting power in the Company. Under the Agreement, Mr. Tippie agrees to vote Trust Stock in the same manner in which
he votes shares of stock that he owns in his individual capacity and also affords certain take along rights to the Trust whereby Mr. Tippie will not sell shares of stock that he owns in his
individual capacity unless, subject to certain enumerated exceptions, the Trust is afforded a reasonable opportunity to sell Trust Stock on comparable terms.
Director Nominations
Under Delaware law, there are no statutory criteria or qualifications for directors. The law does permit a corporation to prescribe reasonable
qualifications in its by-laws or certificate of incorporation. Our By-Laws require that at the time of nomination for a directorship, the nominee must own no less than 500 shares of our Common Stock.
No other criteria or qualifications have been prescribed by us at this time. Our Nominating & Corporate Governance Committee does not have a formal charter or a formal policy with regard to the
consideration of director candidates. As such, there is no policy relative to diversity, although as noted below, it is one of many factors that the Nominating & Corporate Governance Committee
has the discretion to factor into its decision making. This discretion would extend to how the Committee might define diversity in a particular instancewhether in terms of background,
viewpoint, experience, education, race, gender, national origin or other considerations. Our Nominating & Corporate Governance Committee acts under the guidance of the Corporate Governance
Guidelines approved by our Board and posted on our website (www.dovermotorsports.com) under the heading Investor
Relations. We believe that we should preserve maximum flexibility in order to select directors with sound judgment and other qualities which are desirable in corporate
governance. According to our Corporate Governance Guidelines, we believe our Board of Directors should be responsible for selecting its own members. Our Board delegates the
screening process involved to the Nominating & Corporate Governance Committee. This Committee is responsible for determining the appropriate skills and characteristics required of Board members
in the context of the then current make-up of our Board. This determination should take into account all factors which the Committee considers appropriate, such as independence, experience, strength
of character, mature judgment, technical skills, diversity, age and the extent to which the individual would fill a present need on the Board. Our By-Laws provide that nominations for the election of
directors may be made by any stockholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires that written notice be
received by our Secretary not less than ninety days prior to the anniversary of the prior year's annual meeting and set forth the name, age, business address and, if known, residence address of the
nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years and evidence that the nominee owns not less than 500 shares of our Common Stock. We have
not engaged, nor do we believe that it is necessary to engage, any third party to assist us in identifying director candidates. We have not received a recommendation for a director nominee from a
stockholder. All of the nominees to be voted on at our Annual Meeting are existing directors standing for reelection.
Corporate Governance Guidelines and Codes of Business Conduct and Ethics
We have adopted Corporate Governance Guidelines to promote better understanding of our policies and procedures. At least annually, the Board
reviews these guidelines. A copy of our current Corporate Governance Guidelines may be found at our website (www.dovermotorsports.com) under the heading Investor
Relations. As required by the rules of the NYSE, our Corporate Governance Guidelines require that our non-management directors meet in at least
two regularly scheduled executive sessions per year without management. Our Chairman will generally act as the presiding director but our guidelines provide that the meetings may be chaired by other
directors depending on the nature of the matter to be considered.
10
At
our website (www.dovermotorsports.com), under the heading Investor Relations, you may
access a copy of our Corporate Governance Guidelines, our Audit Committee Charter, our Code of Business Conduct and our Code of Business Conduct and Ethics for Directors and Executive Officers and
Related Party Transactions Policy. We will also provide a copy of any of these documents, free of charge, to any record or beneficial stockholder. Please make your request in writing, addressed to
Timothy R. Horne, Senior Vice President-Finance and Chief Financial Officer, Dover Motorsports, Inc., P.O. Box 843, Dover, DE 19903.
Board Leadership
Since becoming a public company, we have had both a non-employee Chairman of the Board and a separate Chief Executive Officer. This has worked
well for us in the past and we believe that it represents the appropriate structure for us at this time. Henry B. Tippie is our Chairman and chairs our Board meetings. Denis McGlynn is our President
and Chief Executive Officer. Many authorities on corporate governance are of the view that a company's principal executive officer should not also be chairman of its board and that it is best to keep
board leadership separate from management.
Risk Oversight by Board
Our Board's oversight of risk has not been delegated to any Board Committee. "Risk" is an extremely broad concept that extends to multiple
functional areas and crosses multiple disciplines. As such, risk may be addressed from time to time by the full Board or by one or more of our Committees. Senior management is responsible for
identifying and managing material risks that we face. Insurable risks and litigation risks are handled primarily by the legal department which regularly reports on such risks to the Audit Committee
and to the full Board. Liquidity risk, credit risk and risks associated with our credit facilities and cash management are handled primarily by our finance department which regularly provides a
financial report to both the Audit Committee and to the full Board. Operational, business, regulatory, political and cyber risks are handled primarily by senior executive management which regularly
provides various operational reports to the full Board or to the Executive Committee.
Director Communications
We have a process for interested parties, including stockholders, to send communications to our Board. Communications to any member of our Board
of Directors, to the entire Board of Directors or to any Committee or group of Directors, such as our non-management Directors, should be mailed as follows:
{designate Director(s), Committee(s) or group to whom you wish your communication sent}
c/o Klaus M. Belohoubek
Senior Vice President-General Counsel
Dover Motorsports, Inc.
3411 Silverside Road
Tatnall Bldg., Suite 201
Wilmington, DE 19810
These instructions are posted on our website (www.dovermotorsports.com) under the heading Investor
Relations. All communications received from interested parties will be forwarded, as appropriate.
11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the Directors who serve on our Compensation and Stock Incentive Committee are or have ever been our employees. There are no Compensation
Committee interlocks requiring disclosure.
DIRECTOR COMPENSATION
Directors that are our employees do not receive any additional compensation for services rendered as a director. Directors who are not our
employees are each paid a retainer for Board service of $6,000 per quarter, an attendance fee of $1,500 for each Board of Directors or Committee meeting attended ($2,500 for Audit Committee meetings)
and are offered coverage under our health plans, which is fully paid by the Company. In addition to the Board of Directors or Committee meeting attendance fees, the following fees are paid quarterly
for the chairmanships noted:
Chairman of the Board, $6,000; Chairman of the Audit Committee, $4,000; Chairman of the Executive Committee, $4,000; Chairman of the Compensation and Stock Incentive Committee, $2,000; and Chairman of
the Nominating & Corporate Governance Committee, $1,000. These fees have not increased from the fees that were in place during 2015.
The
following table sets forth compensation to our Directors for services rendered as a director during fiscal year 2019. Two of our Directors, Denis McGlynn and Timothy R. Horne, are
employees of ours. Mr. McGlynn's and Mr. Horne's compensation is set forth in the SUMMARY COMPENSATION TABLE below. Other than Patrick
Bagley, the Directors listed below have never been employed by us or paid a salary or bonus by us, have never been granted any of our options or other stock based awards, and do not participate in any
of our sponsored retirement plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned
or Paid in
Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
Henry B. Tippie(1)
|
|
$
|
91,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
91,000
|
|
Patrick J. Bagley
|
|
$
|
61,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
61,500
|
|
Jeffrey W. Rollins
|
|
$
|
45,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
45,500
|
|
R. Randall Rollins
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50,000
|
|
-
(1)
-
We
entered into a non-compete agreement with the Chairman of our Board of Directors, Henry B. Tippie, on June 16, 2004. This agreement is only operative in
the event of a change in control. Change in control is defined in this agreement in the same manner as defined in the Employment and Non-Compete
Agreements described below in our COMPENSATION DISCUSSION AND ANALYSIS. Mr. Tippie's agreement has no expiration date and
shall continue in effect as long as he remains a Director. In the event of a change in control during the term of the agreement and provided that Mr. Tippie serves as a director of ours when
the change in control occurs, the Company must pay to Mr. Tippie a $750,000 change in control fee. For the one (1) year period following the change in control, Mr. Tippie agrees
not to compete with the Company in the motorsports business or to solicit the Company's customers and employees. The scope of the non-competition covenants and the territory covered are the same as
provided in the Employment and Non-Compete Agreements described below in our COMPENSATION DISCUSSION AND
ANALYSIS. The agreement contains no provision relative to continuing Mr. Tippie's tenure with the Company for any fixed period of time. The agreement contains the same
tax gross-up as provided in the Employment and Non-Compete Agreements described below in our COMPENSATION DISCUSSION AND
ANALYSIS to the extent that the payment to Mr. Tippie may constitute an excess "parachute payment" under the Internal Revenue Code. We estimate that a tax gross-up of
$374,431 would have been paid to Mr. Tippie under
12
his
agreement in the event this agreement would have been triggered due to a hypothetical change in control on December 31, 2019.
Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, that
might incorporate future filings, including this Proxy Statement, in whole or in part, the REPORT OF THE AUDIT COMMITTEE shall not be incorporated by reference into any such
filings.
REPORT OF THE AUDIT COMMITTEE
Our Audit Committee is established pursuant to our By-Laws and the Audit Committee Charter adopted by the Board of Directors and last reaffirmed
by it on January 29, 2020. A copy of our Audit Committee Charter is available at our website (www.dovermotorsports.com)under the heading Investor Relations.
Management
is responsible for our internal controls, assessing the effectiveness of these controls and the financial reporting process. Our independent registered public accounting firm
is responsible for
performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and for issuing a
report on such consolidated financial statements. The Audit Committee's responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the
duty of the Audit Committee to determine that our financial statements are complete and accurate and in accordance with U.S. generally accepted accounting principles or to plan or conduct audits;
these are the responsibility of our management and independent registered public accounting firm, respectively.
Each
member of our Audit Committee is independent in the judgment of our Board of Directors and as required by the listing standards of the NYSE.
In
fulfilling its oversight responsibilities with respect to the year ended December 31, 2019, our Audit Committee:
-
-
Approved the terms of the engagement of KPMG LLP as our independent registered public accounting firm for the year ended
December 31, 2019;
-
-
Reviewed and discussed with our management and the independent registered public accounting firm our audited consolidated financial statements
as of December 31, 2019 and for the year then ended;
-
-
Discussed with the independent registered public accounting firm the matters required to be discussed by PCAOB Auditing Standard
No. 1301, Communications with Audit Committees, the rules of the SEC and the standards of the PCAOB;
-
-
Received from the independent registered public accounting firm written affirmation of their independence and discussed the firm's independence
from us;
-
-
Reviewed and discussed with the independent registered public accounting firm and our internal auditors, with and without management present,
the overall scope and plan for their respective audits, the results of their audits and the overall quality of our accounting principles;
-
-
Reviewed and discussed with our internal auditors their evaluation of our internal controls; and
-
-
Reviewed and discussed with management its assessment as to the effectiveness of our internal control over financial reporting as of our year
end.
13
Based
upon the review and discussions referred to above, the Committee recommended to our Board of Directors that our audited consolidated financial statements, as of December 31,
2019 and for the year then ended, and management's assessment of our internal control over financial reporting, be included in our Annual Report on Form 10-K for the year ended
December 31, 2019 for filing with the SEC. In giving this recommendation to our Board of Directors, the Audit Committee has relied in part on:
-
-
management's representation that such consolidated financial statements have been prepared with integrity and objectivity and in conformity
with U.S. generally accepted accounting principles; and
-
-
the report of our independent registered public accounting firm with respect to such consolidated financial statements.
Audit Committee
Patrick J. Bagley, Chairman
R. Randall Rollins
Jeffrey W. Rollins
COMPENSATION DISCUSSION AND ANALYSIS
Compensation and Stock Incentive Committee
During the fiscal year ended December 31, 2019, the members of our Compensation and Stock Incentive Committee held primary responsibility
for determining executive compensation levels. The Committee is composed of two of our non-employee directors who do not participate in the Company's compensation plans. The Committee determines each
year the compensation of our executive officers, administers our Stock Incentive Plan, and adopts or modifies policies that govern our compensation and benefit programs.
The
members of our Compensation and Stock Incentive Committee have extensive and varied experience with various public and private corporationsas investors and stockholders,
as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels. Henry B. Tippie, the non-executive Chairman of our Board of Directors
and the Chairman of our Compensation and Stock Incentive Committee, has served on the board of directors of twelve different publicly traded companies and has been involved in setting executive
compensation levels at all of these companies. R. Randall Rollins has served on the board of directors of seven different publicly traded companies and has similarly been involved in setting executive
compensation levels at a majority of these companies.
Our
Compensation and Stock Incentive Committee has full authority to engage attorneys, accountants and consultants, including executive compensation consultants, to solicit input from
management concerning compensation matters, and to delegate any of its responsibilities to one or more Directors or members of management where it deems such delegation appropriate and permitted under
applicable law.
Our
Compensation and Stock Incentive Committee believes that determinations relative to executive compensation levels are best left to the discretion of the Committee and our Board of
Directors. In addition to the extensive experience and expertise of the Committee's members and their familiarity with our performance and the performance of our executive officers, the Committee is
able to draw on the experience of other Directors and on various legal and accounting executives employed by us, and the Committee has access to the wealth of readily available public information
relative to structuring executive compensation programs and setting appropriate compensation levels. The Committee also believes that
14
the
structure of our executive compensation programs should not become overly complicated or difficult to understand.
In
connection with structuring various Employment and Non-Compete Agreements with certain of our executive officers and directors in 2004, the Committee instructed outside counsel to
engage an executive compensation consultant. The compensation consultant had no ties to us or our executives, had not performed any services for us previously and has not been retained for any purpose
since 2004. The agreements are discussed in more detail below. The Committee has not otherwise relied on the advice of outside consultants to structure our executive compensation programs, nor has it
engaged in formally benchmarking compensation levels of our executive officers.
The Role of Stockholder Say-on-Pay Votes
We provide our stockholders with the opportunity to cast an advisory vote on executive compensation every three years (a "say-on-pay" vote'). At
our annual meeting of stockholders held in April 2019, 99% of the votes cast on the say-on-pay proposal at the meeting were voted in favor of the proposal. We believe this affirms stockholder support
of our approach to executive compensation. The stockholders voted to hold an advisory say-on-pay vote every three years, and we have accepted this recommendation. We will continue to consider the
outcome of our say-on-pay votes in the future.
General Compensation Objectives and Guidelines
We are engaged in a highly competitive industry. We believe that our success depends on our ability to attract and retain highly qualified and
motivated executives. In order to accomplish this objective, we have endeavored to structure our executive compensation in a fashion that gives our Compensation and Stock Incentive Committee the
flexibility to take into account our operating performance and the individual performance of the executive.
Our
Compensation and Stock Incentive Committee endorses the philosophy that executive compensation should reflect our performance and the contribution of executive officers to that
performance. Our compensation policy is designed to achieve three fundamental objectives: (i) attract and retain qualified executives, (ii) motivate performance to achieve our
objectives, and (iii) align the interests of our executives with the long-term interests of our stockholders.
The
Committee recognizes that there are many intangibles involved in evaluating performance and in motivating performance, and that determining an appropriate compensation level is a
highly subjective endeavor. The analysis of the Committee is not based upon a structured formula and the objectives referred to above are not weighted in any formal manner.
Pursuant
to our compensation philosophy, the total annual compensation of our executive officers is made up of one or more of three elements. The three elements are salary, discretionary
incentive payments and grants of stock based awards such as restricted stock.
We
believe a competitive base salary is important to attract, retain and motivate top executives. We believe discretionary incentive payments are valuable in recognizing and rewarding
individual achievement. Finally, we believe equity-based compensation makes executives "think like owners" and, therefore, aligns their interests with those of our stockholders.
We
have historically maintained a defined benefit pension plan and a 401(k) savings plan for the benefit of all regular full-time employees. Participation and benefit accruals under our
pension plan were
15
frozen
July 31, 2011 in favor of enhanced 401(k) benefits. These plans are discussed in more detail below under the heading PENSION BENEFITS.
We
do not have any formal stock ownership requirements for our executive officers but note that our Directors and executive officers are significant stockholders of the Company, as is
disclosed elsewhere in this Proxy Statement. The Committee is mindful of the stock ownership of our Directors and executive officers but does not believe that it is appropriate to provide a mechanism
or formula to take stock ownership (or gains from prior stock awards) into account when setting compensation levels. As do many public companies, we have historically provided in our insider trading
policies that Directors and executive officers may not sell our securities short and may not sell puts, calls or other derivative securities tied to our stock.
We
expect that, as in past years, the salary and other compensation paid to our executive officers will qualify for income tax deductibility under the limits of Section 162(m) of
the Internal Revenue Code. However, it is possible that, where merited, the Committee may authorize compensation which may not, in a specific case, be fully deductible by us.
We
do not have a formal policy relative to the adjustment or recovery of incentives or awards in the event that the performance measures upon which incentives or awards were based are
later restated or otherwise adjusted in a manner that would have reduced the size of an incentive or award, nor do we currently have any incentive plans that are tied to any particular financial
metric or performance measure. However, as all incentives and awards remain within the discretion of the Compensation and Stock Incentive Committee, the Committee has the ability to take any such
restatements or adjustments into account in subsequent years. In addition, the Sarbanes-Oxley Act requires in the case of accounting restatements that result from material non-compliance with
Securities Exchange Commission financial reporting requirements, that chief executive officers and chief financial officers must disgorge bonuses and other incentive-based compensation and profits on
stock sales, if the non-compliance results from misconduct.
Salary and Incentive
The salary of each executive officer, including our Chief Executive Officer, is determined by our Compensation and Stock Incentive Committee. In
making its determinations, the Committee gives consideration to our operating performance for the prior fiscal year and the individual executive's performance.
Cash
incentives for our executive officers are at the discretion of the Committee, are not formula-based, and depend upon the Committee's subjective evaluation of our performance and
each individual officer's performance. Discretionary incentives are not subject to any plan or program.
Equity Based Awards
Our Stock Incentive Plan allows for a wide variety of stock based awards such as stock options and restricted stock awards. We last issued stock
options in fiscal year ended 2003 and as of January 2011 all such options expired. We have no immediate plans to issue additional stock options. We have never issued any stock appreciation rights.
Since 2004 we have awarded time-based restricted stock in lieu of granting stock options. The terms and conditions of these awards are described in more detail below.
Awards
under our Stock Incentive Plan are purely discretionary, are not based upon any specific formula and may or may not be granted in any given fiscal year. Historically, we have
granted time-based restricted stock to various employees, including our executive officers, in early January. Consistent with
16
this
practice, we granted restricted stock awards to our executive officers in January 2020 as follows: Denis McGlynn: 20,000 shares; Michael A. Tatoian: 20,000 shares; Timothy R. Horne: 15,000
shares; and Klaus M. Belohoubek: 15,000 shares. It is our expectation to continue yearly grants of restricted stock awards although we reserve the right to modify or discontinue this or any of our
other compensation practices at any time.
To
date, all of our restricted stock awards have had the same features. The shares vest one-fifth per year beginning on the second anniversary of the grant date. Restricted shares have
full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other
than due to death or retirement on or after age 65), the unvested shares will be forfeited. Upon an executive's death, a pro rata portion of the restrictions pertaining to continued employment would
lapse, based on the number of full months the executive was employed during the restriction period divided by the total number of months in the restriction period. In the case of retirement on or
after age 65, the vesting would continue as if the executive remained in our employ. Restricted stock award agreements contain a change of control provision that would accelerate the vesting of
restricted shares in the event we have a
change of control, provided that the executive officer is employed by us when the change of control occurs, "Change of control" is defined in these agreements in a manner consistent with the
Employment and Non-Compete Agreements described below. If the vesting of restricted stock had been triggered due to a change in control on December 31, 2019, our executive officers would have
received the number of shares set forth below under the heading, OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END.
Grants
are made under our Stock Incentive Plan and the plan is administered pursuant to Rule 16b-3 of the Securities Exchange Act of 1934. When considering the grant of stock
based awards, the Committee gives consideration to our overall performance and the performance of individual employees.
Employment and Non-Compete Agreements
We initially entered into employment and non-compete agreements with all of our executive officers in June 2004. These agreements had two
(2) year terms and were superseded by new agreements dated February 13, 2006. We subsequently entered into two additional agreements with similar termsone with Michael A.
Tatoian dated July 26, 2007, amended April 24, 2019, and one with Timothy R. Horne dated January 3, 2008 and effective April 1, 2008. Technical amendments to these
agreements were made by an agreement dated as of January 1, 2008 to comply with Internal Revenue Code 409A. The agreements were amended again on June 15, 2011 due to the freezing of
participation and benefit accruals under our defined benefit pension plan in order to preserve certain benefits under the agreements that might otherwise have been diminished by such action. The
agreements are substantially identical in the following respects.
The
agreements are only operative in the event of a change in control. The agreements do not obligate us to employ any executive officer for any period of time prior to a change in
control. All of our executive officers can be terminated at our will at any time prior to a change in control with or without cause. The agreements all have a two (2) year term and shall
automatically renew for successive two (2) year terms, provided that at any time prior to any such renewal, the Compensation and Stock Incentive Committee has discretion to terminate the
automatic renewal provision. "Change in control" is defined under the agreements to mean the earlier to occur of (a) ten (10) days following the closing of a tender offer for our stock
or (b) the closing of a merger or similar transaction involving us and any other entity; provided that it shall not be a change in control if our stockholders immediately prior to the
transaction own, directly or indirectly in substantially the same proportion, at least 60% of the voting securities of the survivor of such transaction immediately following the transaction.
17
There
are no other agreements or understandings between us and any executive officer which guarantee continued employment or guarantee any level of compensation, including incentive or
bonus payments, to the executive officer.
In
the event of a change in control during the term of the agreements and provided that the executive officer is employed by us when the change in control occurs, we must pay to the
executive officer a certain change in control fee in the amount described below. Each agreement specifies an "extension period" for a certain number of months, also as described below, during which
the executive officer shall receive a monthly payment equal to one-twelfth of the sum of (a) the executive officer's then-current annual base salary (excluding any incentive or bonus), and
(b) the amount of any cash bonus awarded to the executive officer for the then-most recently concluded fiscal year of the Company. The agreements for our Chief Executive Officer and our
Executive Vice President provide that for purposes of calculating this monthly amount, the executive officer's cash bonus shall be the actual cash bonus for our then most recently concluded fiscal
year, but not less than 75% and not greater than 125% of the average cash bonus awarded to the executive officer for our then most recently concluded fiscal year and the preceding two fiscal years.
The executive officer shall also be entitled to health, welfare and certain fringe benefits on terms no less favorable than those which he had prior to the change in control.
During
the extension period, the executive officer agrees not to, directly or indirectly, engage in any capacity in the motorsports business or to assist any business that is in the
motorsports business and that competes with us within a 100 mile radius of any of our facilities. The executive officer is also prohibited, during the extension period, from soliciting our customers
and employees.
During
the extension period, the executive officer shall continue as an employee. We are free to terminate the executive officer with or without cause. If termination is without cause,
we shall continue to pay the monthly amount for the extension period. If the termination is for cause, we shall continue to pay one-half of the monthly amount since the agreement allocates 50% of the
monthly amount post-termination to severance and 50% is paid in consideration of the executive officer's non-compete covenants. "Cause" is defined under the agreement to mean a unanimous determination
by our Board of Directors that the executive officer has been convicted of a felony, has embezzled from or committed fraud against us, which embezzlement or fraud has a material adverse financial
impact on us, or gross insubordination which has continued after written notice from the Board of Directors which determination is upheld by a final, non-appealable arbitration award.
The
executive officer shall be entitled to continue receiving the monthly amount during the extension period if he voluntarily terminates his employment for good reason. "Good reason" is
defined under the agreements to mean a (i) reduction in title, responsibilities, administrative support or support
services, (ii) relocation of executive officer's office, (iii) travel at a level that exceeds the travel requirements before the change in control, (iv) any breach by us of our
obligations under the agreement, (v) any breach by the purchaser under a merger or acquisition agreement pursuant to which the change in control takes place relating to employee benefits or
directors' and officers' insurance or indemnification provisions, or (vi) any reason whatsoever two months after the change in control.
Upon
the change of control, the executive officer shall also be entitled to receive a pension benefit equal to the amount which he would have received under our retirement program had
payments to him under the agreement been treated as covered compensation under the retirement program, which benefit will be paid in a lump sum using actuarial assumptions and the discount rate which
would be utilized for purposes of funding a plan termination.
If
these employment and non-compete agreements had been triggered due to a change in control on December 31, 2019, the agreements would have provided for the following based on
compensation levels
18
for
fiscal year ended 2019: Denis McGlynn, President and Chief Executive Officer(a) $500,000 change in control fee;
(b) 60 month extension period paying up to an aggregate of $1,250,000 over the term of the extension period; and (c) $310,967 for the lump sum pension benefit calculated on the
amounts paid under clauses (a) and (b). Mr. McGlynn's agreement also requires that for a 24 month period following a change in control he will provide certain assistance to us
with respect to legislative matters within the State of Delaware. Michael A. Tatoian, Executive Vice President and Chief Operating
Officer(a) $250,000 change in control fee; (b) 24 month extension period paying up to an aggregate of $470,000 over the term of the extension
period; and (c) $143,671 for the lump sum pension benefit calculated on the amounts paid under clauses (a) and (b). Timothy R. Horne, Senior Vice
President-Finance and Chief Financial Officer(a) $250,000 change in control fee; (b) 24 month extension period paying up to an aggregate of
$400,000 over the term of the extension period; and (c) $105,210 for the lump sum pension benefit calculated on the amounts paid under clauses (a) and (b). Klaus
M. Belohoubek, Senior Vice President-General Counsel and Secretary(a) $250,000 change in control fee; (b) 24 month extension period paying up to an
aggregate of $400,000 over the term of the extension period; and (c) $136,904 for the lump sum pension benefit calculated on the amounts paid under clauses (a) and (b).
To
the extent that any of the payments or benefits due to the executive officer constitute an excess "parachute payment" under the Internal Revenue Code and result in the imposition of
an excise tax, each agreement requires that we pay the executive the amount of such excise tax plus any additional amounts necessary to place the executive officer in the same after-tax position as he
would have been had no excise tax been imposed. We estimate that the tax gross up that would have been paid to each executive officer under the agreements in the event the agreements had been
triggered due to a change in control on December 31, 2019 as follows: Denis McGlynn, from $696,030 to $1,063,138; Michael A.
Tatoian, $0 to $377,322; Timothy R. Horne, from $238,752 to $356,227; and Klaus M. Belohoubek, from $0 to $353,310. These are estimated tax gross ups. Each agreement provides that fifty percent of the
monthly amount paid during the extension period is paid in consideration of the executive officer's non-compete covenants. The exclusion of these amounts would reduce the calculated amount of excess
parachute payments subject to tax. However, as we are unable to conclude whether the Internal Revenue Service would characterize all or some of these non-compete payments as reasonable compensation
for services rendered, we have included a range for the tax gross up.
Other Compensation
Other compensation to our executive officers include employee benefits made available on the same terms to all of our full-time employees, such
as group medical, dental and vision coverage, group life insurance, pension and a 401(k) savings plan. Pension benefits are described in more detail below under the heading PENSION BENEFITS. Perquisites
offered to our executive officers are fairly modest compared to those provided to senior executives at other public
companies. We provide an automobile (or an automobile allowance) to Messrs. McGlynn, Tatoian and Horne. Other perquisites are noted in the notes to our SUMMARY
COMPENSATION TABLE or are below the threshold for which disclosure is required.
Three
of our executive officers, Denis McGlynn, Timothy R. Horne and Klaus M. Belohoubek, were also executive officers of Dover Downs Gaming & Entertainment, Inc. in 2019
until its acquisition by Twin River Worldwide Holdings, Inc. on March 28, 2019 and received compensation directly from Dover Downs Gaming & Entertainment, Inc. The members
of our Compensation and Stock Incentive Committee also constituted the Compensation and Stock Incentive Committee of Dover Downs Gaming & Entertainment, Inc. until March 28, 2019.
A discussion of the compensation paid to Messrs. McGlynn, Horne and Belohoubek at Dover Downs Gaming & Entertainment, Inc. is contained in its annual proxy statement filed with
the SEC.
19
EXECUTIVE COMPENSATION
Shown below is information concerning the annual compensation for the fiscal years ended December 31, 2019, 2018 and 2017 of those
persons who were, at December 31, 2019:
-
-
our Principal Executive Officer and Principal Financial Officer; and
-
-
our two other most highly compensated executive officers whose total annual salary exceeded $100,000:
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position(1)
|
|
Year
|
|
Salary
($)
|
|
Bonus(2)
($)
|
|
Stock
Awards(3)
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation(4)
($)
|
|
Total
($)
|
|
Denis McGlynn
|
|
|
2019
|
|
$
|
250,000
|
|
$
|
20,000
|
|
$
|
39,800
|
|
|
|
|
|
|
|
|
|
|
$
|
13,192
|
|
$
|
322,992
|
|
President & Chief Executive Officer
|
|
|
2018
|
|
$
|
250,000
|
|
$
|
30,000
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
18,217
|
|
$
|
338,217
|
|
{Principal Executive Officer}
|
|
|
2017
|
|
$
|
250,000
|
|
|
|
|
$
|
45,400
|
|
|
|
|
|
|
|
|
|
|
$
|
17,699
|
|
$
|
313,099
|
|
Timothy R. Horne
|
|
|
2019
|
|
$
|
150,000
|
|
$
|
30,000
|
|
$
|
23,880
|
|
|
|
|
|
|
|
|
|
|
$
|
24,426
|
|
$
|
228,306
|
|
Senior Vice President-Finance &
|
|
|
2018
|
|
$
|
150,000
|
|
$
|
30,000
|
|
$
|
24,000
|
|
|
|
|
|
|
|
|
|
|
$
|
23,260
|
|
$
|
227,260
|
|
Chief Financial Officer
|
|
|
2017
|
|
$
|
140,000
|
|
|
|
|
$
|
27,240
|
|
|
|
|
|
|
|
|
|
|
$
|
17,519
|
|
$
|
184,759
|
|
{Principal Financial Officer}
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Tatoian
|
|
|
2019
|
|
$
|
235,000
|
|
$
|
10,000
|
|
$
|
39,800
|
|
|
|
|
|
|
|
|
|
|
$
|
38,780
|
|
$
|
323,580
|
|
Executive Vice President and
|
|
|
2018
|
|
$
|
235,000
|
|
|
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
35,906
|
|
$
|
310,906
|
|
Chief Operating Officer
|
|
|
2017
|
|
$
|
235,000
|
|
|
|
|
$
|
45,400
|
|
|
|
|
|
|
|
|
|
|
$
|
31,742
|
|
$
|
312,142
|
|
Klaus M. Belohoubek
|
|
|
2019
|
|
$
|
200,000
|
|
$
|
10,000
|
|
$
|
23,800
|
|
|
|
|
|
|
|
|
|
|
$
|
27,922
|
|
$
|
261,802
|
|
Senior Vice President-General
|
|
|
2018
|
|
$
|
200,000
|
|
$
|
35,000
|
|
$
|
24,000
|
|
|
|
|
|
|
|
|
|
|
$
|
29,846
|
|
$
|
288,846
|
|
Counsel & Secretary
|
|
|
2017
|
|
$
|
190,000
|
|
|
|
|
$
|
27,240
|
|
|
|
|
|
|
|
|
|
|
$
|
21,201
|
|
$
|
238,441
|
|
-
(1)
-
Denis
McGlynn, Timothy R. Horne and Klaus M. Belohoubek held the same executive officer titles with Dover Downs Gaming & Entertainment, Inc. (spun-off
from the Company on April 1, 2002) until its acquisition by Twin River Worldwide Holdings, Inc. on March 28, 2019. As noted above in our COMPENSATION
DISCUSSION AND ANALYSIS, Messrs. McGlynn, Horne and Belohoubek were separately compensated by that entity.
-
(2)
-
2018
and 2019 bonus payments are excluded from the calculation of monthly benefits payable to executive officers under their Employment and Non-Compete Agreements
described in our COMPENSATION DISCUSSION AND ANALYSIS.
-
(3)
-
These
amounts represent the aggregate grant date fair value of restricted Common Stock awarded under our Stock Incentive Plan during the fiscal year computed in
accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation.
-
(4)
-
These
amounts include matching contributions made by us under our 401(k) plan ($1,442, $3,621, $8,225, $3,867 respectively for Messrs. McGlynn, Horne, Tatoian
and Belohoubek), contributions to our SERP ($11,933, $21,782, $24,055 respectively for Messrs. Horne, Tatoian and Belohoubek), as more fully described under the heading PENSION BENEFITS, and as
applicable, the cost of a company provided automobile or an automobile allowance ($11,750, $8,872, $8,773 respectively for
Messrs. McGlynn, Horne and Tatoian).
20
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The table below sets forth the total number of restricted shares of Common Stock that were granted in prior years to the executives named in our SUMMARY
COMPENSATION TABLE but which have not yet vested, together with the market value of these unvested shares based on the $1.86 closing price of
our Common Stock on December 31, 2019. We have no options outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
|
Denis McGlynn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
$
|
148,800
|
|
|
|
|
|
|
|
Timothy R. Horne
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,000
|
|
$
|
89,280
|
|
|
|
|
|
|
|
Michael A. Tatoian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,000
|
|
$
|
143,220
|
|
|
|
|
|
|
|
Klaus M. Belohoubek
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,000
|
|
$
|
89,280
|
|
|
|
|
|
|
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the years ended December 31, 2019, 2018 and 2017, Dover Downs Gaming & Entertainment, Inc. ("Gaming"), a company
previously related through common ownership, allocated costs of $430,000, $1,775,000 and $1,862,000, respectively, to us for certain administrative and operating services, including leased space. We
allocated certain administrative and operating service costs of $110,000, $189,000 and $187,000, respectively, to Gaming for the years ended December 31, 2019, 2018 and 2017. The allocations
were based on an analysis of each company's share of the costs. In connection with our NASCAR event weekends at Dover International Speedway, Gaming provided certain services, primarily catering, for
which we were invoiced $847,000 and $903,000 during the years ended December 31, 2018 and 2017, respectively. Additionally, we invoiced Gaming $15,000, and $211,000 and $224,000, respectively,
during 2019, 2018 and 2017, respectively, for tickets, our commission for suite catering and other services to the NASCAR events. As of December 31, 2018, our consolidated balance sheet
included a $9,000 payable to Gaming for the aforementioned items. We settled these items in January of 2019. Effective March 28, 2019, Gaming became part of Twin River Worldwide
Holdings, Inc. as a result of a merger, and therefore, was no longer related through common ownership. Accordingly, the amounts reflected above for the year ended December 31, 2019 are
only through March 28, 2019. The net costs incurred by each company for these services are not necessarily indicative of the costs that would have been incurred if the companies had been
unrelated entities and/or had otherwise independently managed these functions; however, management believes that these costs are reasonable.
Prior
to the spin-off of Gaming from our company in 2002, both companies shared certain real property in Dover, Delaware. At the time of the spin-off, some of this real property was
transferred to Gaming to ensure that the real property holdings of each company were aligned with its past uses and future business needs. During its harness racing season, Gaming has historically
used the 5/8-mile harness racing track that is located on our property and is on the inside of our one-mile motorsports superspeedway. In order to continue this historic use, we granted a perpetual
easement to the harness track to Gaming at the time of the spin-off. This perpetual easement allows Gaming to have exclusive use
21
of
the harness track during the period beginning November 1 of each year and ending April 30 of the following year, together with set up and tear down rights for the two weeks before and
after such period. The easement requires that Gaming maintain the harness track but does not require the payment of any rent.
Various
easements and agreements relative to access, utilities and parking have also been entered into between us and Gaming relative to our respective Dover, Delaware facilities. We pay
rent to Gaming for the lease of our principal executive office space.
Our
Chairman, Henry B. Tippie, controls in excess of fifty percent of our voting power. Please refer to the above discussion under the heading CORPORATE
GOVERNANCE AND BOARD OF DIRECTORS' COMMITTEES AND MEETINGSControlled Corporation Status.
Our
Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in
Regulation S-K, Item 404(a), must be reviewed, approved and/or ratified by our Nominating & Corporate Governance Committee. As set forth in our Code, our Nominating &
Corporate Governance Committee has the responsibility to ensure that it only approve or ratify related party transactions that are in compliance with applicable law, consistent with our corporate
governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to us. The Committee has the authority to hire
legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to our executive officers in connection with discharging its duties. A copy of
the Code is available at our website (www.dovermotorsports.com) under the heading Investor Relations.
All related party transactions for fiscal year ended December 31, 2019 were reviewed, approved and/or ratified by the Nominating & Corporate Governance Committee in accordance with the
Code.
PENSION BENEFITS
We have historically maintained a non-contributory qualified defined benefit plan and a non-qualified, defined benefit plan which provides
benefits that would otherwise be provided under the qualified pension plan but for maximum benefit and compensation limits applicable under federal tax law.
Participation
and benefit accruals under these pension plans were frozen effective July 31, 2011.
Effective
January 1, 2012, we increased benefits under our defined contribution 401(k) savings plan. The Company match under the 401(k) savings plan was previously limited to
$250, primarily because of the existence of our pension plan. The Company match is now a dollar for dollar match on the first one percent (1%) of eligible compensation contributed by the employee each
pay period, and a fifty cents on the dollar match on the next five percent (5%) of eligible compensation per pay period.
In
order to mitigate the effect of the pension plan freeze on certain highly compensated employees for whom an enhanced 401(k) savings plan is unable to make up for the loss of pension
benefits, we created a non-elective, non-qualified supplemental executive retirement plan (or "SERP") at the end of 2012 and made an initial contribution to it on January 2013. The purpose of the SERP
is to provide deferred compensation to certain highly compensated employees that roughly approximate the value of benefits being lost by the freezing of the pension plan which are not offset by the
enhanced 401(k) savings plan. However, the SERP is a discretionary defined contribution plan that will not be comparable to the pension plan and contributions made to the SERP on behalf of highly
compensated employees in any given year are not guaranteed and will be at the sole discretion of the Compensation and Stock Incentive Committee. Distributions to participants under the SERP will be
structured to satisfy the requirements of Section 409A of the Internal Revenue Code and will be made in a single lump sum upon the employee's separation from
22
service
(but delayed for six months following separation for certain key employees). The SERP is funded through a "rabbi" trust in order to set aside funds to pay accrued benefits and the investment
of funds will be participant directed; however, investments in the trust will remain the property of the Company and subject to creditor's claims.
Amounts
we contribute to the accounts of our Named Executive Officers under our 401(k) plan and SERP are reported in the "All Other Compensation" column of the SUMMARY COMPENSATION TABLE.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Board of Directors has not selected or recommended the name of an independent registered public accounting firm for approval or ratification
by the stockholders. Our Board of Directors believes that it will be in our and your best interests if it is free to make such determination based upon all factors that are then relevant.
KPMG LLP
served as our independent registered public accounting firm for the fiscal years ended December 31, 2019 and 2018. A representative of KPMG LLP will be
present at the Annual Meeting and will have the opportunity to make a statement should the representative so desire. The representative also will be available to answer appropriate questions from
stockholders.
During
the fiscal years ended December 31, 2019 and 2018, KPMG LLP's services rendered to us primarily consisted of auditing our consolidated financial statements, as well
as performing reviews of our quarterly financial statements.
AUDIT AND NON-AUDIT FEES
The following table sets forth fees for services KPMG LLP provided during fiscal years 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Audit fees
|
|
$
|
270,000
|
|
$
|
303,850
|
|
Audit-related fees
|
|
|
|
|
|
|
|
Tax fees
|
|
|
|
|
|
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
270,000
|
|
$
|
303,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Audit Committee has determined that the provision of non-audit services by KPMG LLP is compatible with maintaining KPMG LLP's independence. In accordance with its
charter, the Audit Committee approves in advance all audit and non-audit services to be provided by KPMG LLP. In other cases, the Chairman of the Audit Committee has the delegated authority
from the Committee to pre-approve certain additional services, and such pre-approvals are communicated to the full Committee at its next meeting. During the fiscal years ended December 31, 2019
and 2018, KPMG LLP did not provide to us any non-audit services.
STOCKHOLDER PROPOSALS
Appropriate proposals of eligible stockholders intended to be presented at our next Annual Meeting of Stockholders must be received by us no
later than December 1, 2020 for inclusion in the Proxy Statement and form of proxy relating to that meeting. An eligible stockholder must be a record or
23
beneficial
owner of at least one percent (l%) or $2,000 in market value of securities entitled to be voted at the meeting, must have held such securities for at least one year, and must continue to
hold the securities through the date of the meeting. Proposals must comply with SEC regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials. Stockholders are also
advised to review our By-Laws, which contain additional requirements, including the need to provide advance notice of stockholder proposals and Director nominations. Under our By-Laws, in order for a
stockholder to properly bring business before the meeting, the stockholder must have given timely notice thereof in writing to our Secretary. To be timely, the stockholder's notice must be in writing,
delivered or mailed by first class United States mail, postage prepaid, to our Secretary and received not less than ninety days prior to the anniversary of the prior year's annual meeting of
stockholders. Such notice may be addressed to Klaus M. Belohoubek, Senior Vice President-General Counsel and Secretary, 3411 Silverside Road, Tatnall Building, Suite 201, Wilmington, DE 19810,
and shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting; (b) as to the
stockholder giving such notice (i) the name and address, as they appear on our stock ledger, of such stockholder, (ii) the class and number of our shares which are beneficially owned by
such stockholder, and (iii) if the stockholder intends to solicit proxies in support of such stockholder's proposal, a representation to that effect; and (c) any material interest of the
stockholder in such business. For Director nominations, please refer to CORPORATE GOVERNANCE AND BOARD OF DIRECTORS' COMMITTEES AND MEETINGSDirector
Nominations above.
ANNUAL REPORT
Our Annual Report as of and for the year ended December 31, 2019 is being provided to you with this Proxy Statement. The Annual Report
includes our Form 10-K (without exhibits). The Annual Report is not considered proxy soliciting material.
FORM 10-K
On written request of any record or beneficial stockholder, we will provide, free of charge, a copy of our Annual Report
on Form 10-K for the year ended December 31, 2019, which includes our consolidated financial statements. Requests should be made in writing and addressed to: Timothy R. Horne, Senior
Vice President-Finance and Chief Financial Officer, Dover Motorsports, Inc., P. O. Box 843, Dover, DE 19903. We will charge reasonable out-of-pocket expenses for the reproduction of
exhibits to Form 10-K should a stockholder request copies of such exhibits.
OTHER MATTERS
Our Board of Directors knows of no business other than the matters set forth herein which will be presented at the meeting. Since matters not
known at this time may come before the meeting, the enclosed proxy gives discretionary authority with respect to such matters as may properly come before the meeting and it is the intention of the
persons named in the proxy to vote in accordance with their judgment on such matters.
|
|
|
|
|
By Order of the Board of Directors
|
|
|
Klaus M. Belohoubek
Senior Vice PresidentGeneral Counsel and Secretary
|
Dover,
Delaware
March 30, 2020
24
DOVER MOTORSPORTS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, APRIL 29, 2020, 9:00 A.M.
The undersigned hereby constitutes and appoints Henry B. Tippie and Denis McGlynn, and each of them jointly and severally, proxies with full power of substitution, to vote all shares of Common Stock and Class A Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Dover Motorsports, Inc. to be held on April 29, 2020 at 9:00 A.M., Dover Downs Hotel & Casino, 1131 N. DuPont Highway, Dover, Delaware, or at any adjournment thereof, on all matters set forth in the Notice of Annual Meeting and Proxy Statement dated March 30, 2020, as follows:
1.
|
ELECTION OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
Withhold
|
|
FOR
|
Withhold
|
|
|
Denis McGlynn
|
o
|
o
|
Jeffrey W. Rollins
|
o
|
o
|
|
|
|
|
|
2.
|
At their discretion, upon such matters as may properly come before the Annual Meeting or any adjournment thereof.
|
Stockholders are invited to attend the Annual Meeting and to vote in person or to vote in accordance with the instructions on this proxy card.
(OVER)
(CONTINUED FROM OTHER SIDE)
The undersigned acknowledges receipt of the aforesaid Notice of Annual Meeting and Proxy Statement, each dated March 30, 2020, grants authority to any of said proxies, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting, and hereby ratifies and confirms all that said proxies, or their substitutes, may lawfully do in the undersigneds name, place and stead.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DOVER MOTORSPORTS, INC. AND THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF NO CHOICE IS SPECIFIED BY YOU, THIS PROXY WILL BE VOTED AS THE BOARD RECOMMENDS.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2020:
This proxy statement and our annual report to security holders are available at https://www.doverspeedway.com/dover-motorsports-corporate/dover-motorsports-investor-relations/
|
Please sign below, date and return promptly.
|
|
|
|
|
|
Signature(s) of Stockholder(s)
|
|
|
|
DATED: , 2020
|
|
|
|
Signature(s) should conform to name(s) and title(s) stenciled hereon. Executors, administrators, trustees, guardians and attorneys should add their title(s) on signing.
|
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES
QuickLinks
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL INFORMATION ABOUT THE MEETING
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS' COMMITTEES AND MEETINGS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
DIRECTOR COMPENSATION
REPORT OF THE AUDIT COMMITTEE
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PENSION BENEFITS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT AND NON-AUDIT FEES
STOCKHOLDER PROPOSALS
ANNUAL REPORT
FORM 10-K
OTHER MATTERS
Dover Motorsports (NYSE:DVD)
Historical Stock Chart
From Apr 2024 to May 2024
Dover Motorsports (NYSE:DVD)
Historical Stock Chart
From May 2023 to May 2024