o Preliminary Proxy Statement | o Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o Definitive Proxy Statement | ||
þ Definitive Additional Materials | ||
o Soliciting Material Pursuant to Rule 14a-12 |
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: |
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• | $25,000 annual retainer; |
• | a grant of 1,500 shares of Common Stock (Ms. Rudy received 750 shares due to joining the Board in January 2012); |
• | in the case of the Audit Committee, a $5,000 annual retainer for the committee chairperson and $3,000 for the committee members; |
• | in the case of the Compensation and Corporate Governance Committees, a $3,000 annual retainer for the committee chairpersons and $2,500 for the committee members; |
• | up to $5,000 every two-year period for Board of Director education; and |
• | reasonable travel expenses to attend meetings. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | ||||||
James A. Cochran | $ | 29,500 | $ | 20,640 | $ | 50,140 | |||
Sam P. Cortez | $ | 28,125 | $ | 20,640 | $ | 48,765 | |||
William F. Garrett | $ | 5,875 | $ | — | $ | 5,875 | |||
Dr. Elizabeth J. Gatewood | $ | 29,500 | $ | 20,640 | $ | 50,140 | |||
Dr. G. Jay Gogue | $ | 27,750 | $ | 20,640 | $ | 48,390 | |||
A. Max Lennon | $ | 6,500 | $ | — | $ | 6,500 | |||
E. Erwin Maddrey, II | $ | 29,625 | $ | 20,640 | $ | 50,265 | |||
David T. Peterson | $ | 29,625 | $ | 20,640 | $ | 50,265 | |||
Suzanne B. Rudy | $ | 12,500 | $ | 10,320 | $ | 22,820 | |||
Robert E. Staton, Sr. | $ | 29,375 | $ | 20,640 | $ | 50,015 |
(1) | Except for Ms. Rudy, who received a pro rata amount of 750 shares of Common Stock because she joined the Board on January 9, 2012, each current non-employee director received 1,500 shares of Common Stock upon the filing of the Company’s Annual Report on Form 10-K for its fiscal year ended June 30, 2012. |