Revised Proxy Soliciting Materials (definitive) (defr14a)

Date : 07/01/2019 @ 9:18PM
Source : Edgar (US Regulatory)
Stock : Kemet Corporation (KEM)
Quote : 19.78  0.0 (0.00%) @ 8:59AM

Revised Proxy Soliciting Materials (definitive) (defr14a)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material pursuant to §240.14a‑12
 
 
KEMET CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
(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:





EXPLANATORY NOTE
On June 18, 2019, KEMET Corporation (the “Corporation”) filed with the Securities and Exchange Commission its definitive proxy statement for the 2019 Annual Meeting of Stockholders to be held on July 31, 2019 (the “Proxy Statement”). This Amendment No. 1 is being filed to amend the Summary Compensation Table appearing on pages 36 and 37 of the Proxy Statement in order to correct certain inadvertent errors in the transposition of amounts from the footnote to the “All-Other Compensation” column to the body of the table (as well as certain inadvertent errors in that footnote) and the resulting amounts in the “Total” column, as well as certain inadvertent errors in the footnote to the “Non-Equity Incentive Plan Compensation” column (which did not impact the information in the body of the table), and to correct or add certain information for fiscal years prior to 2019 inadvertently omitted.

Except as described below, this Amendment No. 1 does not modify or update any disclosures presented in the Proxy Statement. In addition, this Amendment No. 1 does not reflect events occurring after the date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on July 31, 2019: This Amendment No. 1, our Notice of Annual Meeting of Stockholders, our Proxy Statement and our Annual Report are available at http://www.kemet.com/proxymaterials .

CHANGE TO PROXY STATEMENT
All material reported on pages 36 and 37 of the Proxy Statement are hereby amended and restated in its entirety as follows:

    




1



SUMMARY COMPENSATION TABLE
The table below summarizes the total compensation earned by each of the Named Executive Officers for each of the last three fiscal years.
Name and Principal Position
 
Year
 
Salary ($)
 
Bonus ($)(1)
 
Stock Awards ($)(2)
 
Non-Equity Incentive Plan Compensation ($)(3)
 
All-Other Compensation ($)(4)
 
Total ($)
William M. Lowe, Jr. Chief Executive
 
2019
 
611,392

 
326,250

 
1,106,409

 
1,521,049

 
21,256

 
3,586,356

  Officer, former Executive Vice President and
 
2018
 
565,088

 
180,660

 
224,911

 
1,053,363

 
13,614

 
2,037,636

  Chief Financial Officer
 
2017
 
549,995

 
236,156

 
218,360

 
518,703

 
19,030

 
1,542,244

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per-Olof Loof
 
2019
 
668,095

 

 

 

 
41,305

 
709,400

   former Chief Executive Officer
 
2018
 
886,250

 
552,000

 
2,657,001

 
2,338,000

 
177,039

 
6,610,290

 
 
2017
 
875,000

 
525,000

 
350,000

 
1,072,381

 
191,344

 
3,013,725

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gregory C. Thompson
 
2019
 
191,667

 
199,238

 
2,048,000

 
563,500

 
52,712

 
3,055,117

  Executive Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Claudio Lollini
 
2019
 
337,425

 
102,465

 
97,335

 
498,375

 
69,040

 
1,104,640

   Senior Vice President,
 
2018
 
312,863

 
93,442

 
92,700

 
487,757

 
21,958

 
1,008,720

  Global Sales and Marketing
 
2017
 
307,250

 
78,424

 
90,000

 
200,229

 
189,401

 
865,304

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Charles C. Meeks, Jr.
 
2019
 
443,545

 
189,000

 
174,836

 
822,924

 
55,585

 
1,685,890

   Executive Vice President,
 
2018
 
427,542

 
156,041

 
169,744

 
799,149

 
49,290

 
1,601,766

   Solid Capacitors -Tantalum
 
2017
 
415,090

 
125,653

 
164,800

 
398,361

 
43,973

 
1,147,877

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stefano Vetralla
 
2019
 
305,333

 
89,100

 
90,697

 
420,639

 
1,838,826

 
2,744,595

   Senior Vice President,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Chief Human Resources Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Amounts reflected under the “Bonus” column for 2017, 2018 and 2019 represent the discretionary portion of each NEO’s KAIP payable on account of the NEO’s individual performance.
(2)
Amounts reflected under the “Stock Awards” column for 2017, 2018 and 2019 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the time-vesting RSUs. Includes a special Award granted to Mr. Lowe by the Board for 50,000 RSUs on January 1, 2019. Also, Mr. Thompson was granted a special award by the Board on December 1, 2018, upon his hire of 100,000 RSUs.
(3)
The amounts shown in this column for 2017, 2018 and 2019 reflect awards under the KAIP on account of the Corporation’s performance and, if applicable, the applicable business group’s performance (as noted above, the individual performance component of the KAIP is included in the “Bonus” column) and the portion of the LTIP payable in cash. The table below summarizes the breakdown between KAIP and LTIP received by each NEO. Non-equity incentive plan compensation for each of our NEOs for fiscal years 2019, 2018 and 2017 consists of the following:






2



 
 
2019
 
2018
 
2017
Named Executive Officer
 
Non-Discretionary
KAIP ($)
 
2018/2019 LTIP ($)(a)
 
Non-Discretionary
KAIP ($)
 
2017/2018 LTIP ($)(b)
 
KAIP ($)
 
2016/2017 LTIP ($)(c)
William M. Lowe
 
1,015,000

 
506,049

 
562,053

 
491,310

 
388,323

 
130,380

Per-Olof Loof
 

 

 
1,288,000

 
1,050,000

 
863,281

 
209,100

Gregory C. Thompson
 
563,500

 

 
 
 
 
 
 
 
 
Charles C. Meeks, Jr.
 
441,000

 
381,924

 
428,349

 
370,800

 
299,961

 
98,400

Claudio Lollini
 
289,800

 
208,575

 
272,538

 
215,219

 
182,917

 
17,312

Stefano Vetralla
 
252,000

 
168,639

 
 
 
 
 
 
 
 
(a)
The amount shown reflects the total amount of cash paid in June 2019 under the cash portion of the 2018/2019 LTIP due to the Corporation’s performance.
(b)
The amount shown reflects the total amount of cash paid in May 2018 under the cash portion of the 2017/2018 LTIP due to the Corporation’s performance.
(c)
The amount shown reflects the total amount of cash paid in May 2017 under the cash portion of the 2016/2017 LTIP due to the Corporation’s performance.
(4)
All other compensation for each of the Named Executive Officers for fiscal year 2019 consists of the following:
    
Name
Year
 
Corporate Contributions to Retirement and 401(k) Plans
($)(a)
 
Executive Travel Service
(b)
 
Company Car
($)
 
Tax Reimburse-ments ($)
 
Other
($)
 
Total
($)
William M. Lowe, Jr.
2019
 
16,456

 
4,800

 

 

 

 
21,256

Per-Olof Loof
2019
 
35,267

 
3,600

 

 

 
2,438

(c)
41,305

Gregory C. Thompson
2019
 
51,512

 
1,200

 

 

 

 
52,712

Charles C. Meeks, Jr.
2019
 
55,585

 

 

 

 

 
55,585

Claudio Lollini
2019
 
64,240

 
4,800

 
 
 

 

 
69,040

Stefano Vetralla
2019
 
30,207

 

 
11,204

(d)

 
1,797,415

(d)
1,838,826

(a)
Includes company match contributions (the aggregate of which is not to exceed 6% of base salary and bonus) for the deferred compensation plan, the Secured Benefit Plan, and defined contribution retirement plan.
(b)
Represents fees paid for an elevated tier of service offered by our business travel management provider to assist in expediting travel arrangements, avoiding travel disruptions and rescheduling as required.
(c)
Represents amounts for spousal travel in connection with attendance at Corporation events and events sponsored by Corporation-supported charitable organizations, as well as amounts paid for home office phone expenses, and supplies.
(d)
Represents amounts for Auto ($11,204), Housing ($30,700) and Tax Equalization ($1,766,415) all related to his expatriate assignment within the U.S. Mr. Vetralla's expatriate assignment ended 12/31/2018 and he is now a US employee. All items that need to be converted from Euros to USD were converted using the Exchange factor as of 12/31/2018.


3

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