def14a
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.
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FILED BY THE REGISTRANT
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FILED BY A PARTY OTHER THAN THE REGISTRANT
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Check the appropriate box:
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o Preliminary
Proxy Statement
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þ Definitive
Proxy Statement
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o Definitive
Additional Materials
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o Soliciting
Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Psychemedics Corporation
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which
transaction applies:
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(2) |
Aggregate number of securities to which
transaction applies:
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(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):
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(4) |
Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1) |
Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Psychemedics |
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C O R P O R A T I O N
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BOSTONLOS ANGELESCHICAGO
DALLASATLANTA |
Dear Stockholders:
We cordially invite you to attend the Annual Meeting of Stockholders, which will be held at
the Seaport Hotel, 200 Seaport Boulevard, Boston, MA 02210 on May 15, 2008, at 3:00 P.M.
The notice of the Annual Meeting and the proxy statement on the following pages cover the
formal business of the meeting. At the Annual Meeting, stockholders will elect directors for the
forthcoming year. I will report on current operations and discuss our plans for growth. We will
also have plenty of time for your questions and comments.
I believe that the Annual Meeting provides an excellent opportunity for stockholders to become
better acquainted with the Company and its directors and officers. I hope that you will be able to
attend.
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Sincerely,
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Raymond C. Kubacki, Jr. |
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Chairman, Chief Executive Officer, and President |
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PSYCHEMEDICS CORPORATION
125 Nagog Park
Acton, Massachusetts 01720
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders will be held on May 15, 2008 at 3:00 P.M at the Seaport
Hotel, 200 Seaport Boulevard, Boston, MA 02210, for the following purposes:
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To elect directors of the Company for the ensuing year and until their
respective successors are chosen and qualified; and |
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To consider and act upon matters incidental to the foregoing and to transact
such other business as may properly come before the Annual Meeting. |
The Board of Directors has fixed the close of business on March 17, 2008 as the record date
for the determination of stockholders entitled to receive notice of, and to vote at, the Annual
Meeting of Stockholders.
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By order of the Board of Directors,
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Edward S. Brewer, Jr., |
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Secretary |
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The Companys Annual Report for 2007 containing a copy of the Companys Form 10-K (excluding
exhibits) for the year ended December 31, 2007 is enclosed herewith.
Please fill in, date, sign and mail promptly the accompanying proxy in the return
envelope furnished for that purpose, whether or not you plan to attend the Annual Meeting.
PSYCHEMEDICS CORPORATION
125 Nagog Park
Acton, Massachusetts 01720
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2008
This statement is furnished to the stockholders of PSYCHEMEDICS CORPORATION (hereinafter, the
Company) in connection with managements solicitation of proxies to be used at the Annual Meeting
of Stockholders on May 15, 2008 and at any adjournment of that meeting. The approximate date on
which this proxy statement and accompanying proxy are being sent to stockholders of the Company is
April 3, 2008. Each proxy delivered pursuant to this solicitation is revocable at the option of
the person executing the same by written notice delivered to the Secretary of the Company at any
time before the proxy is voted. A stockholder who attends the Annual Meeting in person may revoke
his or her proxy at that time and vote his or her shares if such stockholder so desires.
Most stockholders of the Company hold their shares through a stockbroker, bank, trustee or
other nominee rather than directly in their own name. As summarized below, there are some
distinctions between shares held of record and those owned beneficially.
Stockholders of Record. If your shares are registered directly in your name with the
Companys transfer agent, ComputerShare, you are considered the stockholder of record of
those shares and these proxy materials are being sent directly to you by the Company. As
the stockholder of record, you have the right to grant your voting proxy directly to the
Company or to vote in person at the Annual Meeting.
Beneficial Owner. If your shares are held in a stock brokerage account, by a bank,
trustee or other nominee, you are considered the beneficial owner of shares held in street
name and these proxy materials are being forwarded to you by your broker, trustee or nominee
who is considered the stockholder of record of those shares. As the beneficial owner, you
have the right to direct your broker, trustee or nominee on how to vote and are also invited
to attend the Annual Meeting. However, since you are not the stockholder of record, you may
not vote these shares in person at the Annual Meeting. Your broker, trustee or nominee is
obligated to provide you with a voting instruction card for you to use.
The presence in person or by proxy of stockholders entitled to cast a majority of the
outstanding shares, or 2,604,168 shares, shall constitute a quorum. With respect to the election
of Directors, the Company will treat votes withheld as shares that are present for purposes of
determining a quorum. A plurality is required to elect Directors, so the four persons receiving
the greatest number of votes will be elected. Withheld votes will not affect the outcome of the
election. If a broker indicates on a proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will be considered as present for
quorum purposes but not as shares entitled to vote with respect to that matter. Accordingly,
broker non-votes will have no effect on such a matter.
All shares represented by a properly executed proxy will be voted unless it is revoked and, if
a choice is specified, will be voted in accordance with such specification. If no choice is
specified, the proxies will be voted FOR the election of the four nominees named under Election of
Directors, unless authority to do so is withheld with respect to one or more of the nominees. In
addition, the proxy will be voted in the discretion of the proxy holders with respect to such other
business as may properly come before the Annual Meeting.
As of March 17, 2008, the Company had outstanding 5,208,335 shares of Common Stock. The
Common Stock is the only type of security entitled to vote at the Annual Meeting. Each share of
Common Stock entitles the holder of record thereof at the close of business on March 17, 2008 to
one vote on each of the matters to be voted upon at the Annual Meeting.
ELECTION OF DIRECTORS
At the Annual Meeting, directors are to be elected to hold office for the ensuing year and
until their respective successors are chosen and qualified. The Board of Directors has fixed the
size of the Board at four and has nominated four persons, all of whom are now directors of the
Company, to serve until the next Annual Meeting of Stockholders and until their successors are
elected and qualified. If the enclosed proxy is duly executed and received in time for the Annual
Meeting, and unless authority to do so is withheld, it will be voted to elect as directors the
following nominees: Raymond C. Kubacki, Jr., Harry F. Connick, Walter S. Tomenson and Fred J.
Weinert. In the event that any of the nominees becomes unavailable, then the proxy holders shall
have the right: (i) to vote for such substitute, if any, as the present Board of Directors may
designate; or (ii) to leave a vacancy on the Board.
BUSINESS EXPERIENCE OF NOMINEES AND
EXECUTIVE OFFICERS
Following is a list of names, ages and positions with the Company of all nominees for election
as directors and all executive officers of the Company.
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Raymond C. Kubacki, Jr.
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63 |
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Chairman of the Board,
Chief Executive Officer,
President, Director and Nominee |
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Harry F. Connick
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82 |
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Director and Nominee, Member of
Audit, Nominating and
Compensation Committees |
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Walter S. Tomenson
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61 |
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Director and Nominee, Member of
Audit, Nominating and
Compensation Committees |
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Fred J. Weinert
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60 |
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Director and Nominee, Member of
Audit, Nominating and
Compensation Committees |
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William R. Thistle
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Senior Vice President, General Counsel |
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Michael I. Schaffer, Ph.D.
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63 |
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Vice President, Laboratory Operations |
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Jennifer Chmieleski
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35 |
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Vice President, Controller |
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All directors hold office until the next Annual Meeting of Stockholders or until their
successors are elected. Officers serve at the discretion of the Board of Directors.
Mr. Kubacki has been the Companys President and Chief Executive Officer since 1991. He has
also served as Chairman of the Board since 2003. He is a Director of Protection One, Inc. He is
also a trustee of the Center for Excellence in Education based in Washington, DC. Mr. Kubacki has
been a director of the Company since 1991.
Mr. Connick served as District Attorney for Orleans Parish (New Orleans, LA) from 1974 to
2003. In 2002, Mr. Connick received from Drug Czar John P. Walters the Directors Award for
Distinguished Service in recognition of exemplary accomplishment and distinguished service in the
fight against illegal drugs. Mr. Connick has been a director of the Company since 2003.
Mr. Tomenson is a Senior Advisor to Integro Ltd. From 1998 until 2004 he served as Managing
Director and Chairman of Client Development of Marsh, Inc. From 1993 to 1998, he was Chairman of
FINPRO, the financial services division of Marsh, Inc. He is a director of the Trinity College
School Fund, Inc. He also serves on the Executive Council of the Inner-City Scholarship Fund. Mr.
Tomenson has been a director of the Company since 1999.
Mr. Weinert is an entrepreneur whose current business activities are concentrated in real
estate development, theatre and film development. He is the Chairman and Chief Executive Officer
of Bella Media, Inc. He is also the Chief Executive Officer of Barrington Services Group, Inc.,
Bella Cinema LLC, and San Telmo, Inc. He has served on the Business Advisory Council for the
University of Dayton for over 20 years. Mr. Weinert has been a director of the Company since 1991.
Mr. Thistle has been a Senior Vice President of the Company since 2001 and General Counsel of
the Company since 1995. He was a Vice President of the Company from 1995 to 2001. From 1993 to
1995, he served as Associate General Counsel for MGM Grand in Las Vegas. Mr. Thistle is a board
member of the Drug and Alcohol Testing Industry Association.
Dr. Schaffer has served as Vice President of Laboratory Operations since 1999. From 1990 to
1999, he served as Director of Toxicology, Technical Manager and Responsible Person for the
Leesburg, Florida laboratory of SmithKline Beecham Clinical Laboratories. From 1990 to 1999, he
was also a member of the Board of Directors of the American Board of Forensic Toxicologists. Dr.
Schaffer has been an inspector for the Substance Abuse and Mental Health Services Administrations
National Laboratory Certification Program since 1989.
Ms. Chmieleski joined Company as Vice President and Controller in October 2007. Prior to
joining the Company, she served as Controller and Assistant Controller of Edgewater Technology,
Inc. from 1999 to 2007.
CORPORATE GOVERNANCE
General
The Company believes that good corporate governance is important to ensure that the Company is
managed for the long-term benefit of its stockholders. The Board of Directors of the Company has
responsibility for establishing broad corporate policies and reviewing the overall performance of
the Company. The Companys officers are responsible for day-to-day operations. The Boards primary
responsibility is to oversee the management of the Company and, in so doing, serve the best
interests of the Company and its stockholders. The Board selects, evaluates and provides for the
succession of executive officers and, subject to stockholder election, directors. It reviews and
approves corporate objectives and strategies, and evaluates significant policies and proposed major
commitments of corporate resources. It participates in decisions that have a potential major
economic impact on the Company. Management keeps the directors informed of Company activity
through regular reports and presentations at Board and committee meetings.
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The Board of Directors has delegated certain of its oversight responsibilities to three
separate subcommittees: an Audit Committee, a Compensation Committee and a Nominating Committee,
each of which is comprised solely of independent directors (see Independence below). The Audit
Committee operates under an Audit Committee charter and the Nominating Committee operates under a
Nominating Committee charter, each of which has been approved by the Board of Directors of the
Company and is posted on the Companys web site at psychemedics.com. Each committee must review
the appropriateness of its charter and perform a self-evaluation at least annually. Mr. Kubacki is
the only director who is also an employee of the Company. He does not participate in any meeting
at which his compensation is evaluated. All members of all committees are non-employee directors.
The Company has in place a comprehensive Code of Ethics and Conduct. You may obtain a copy
of the Companys Code of Ethics and Conduct by writing to the Company at Investor Relations,
Psychemedics Corporation, 125 Nagog Park, Acton, Massachusetts 01720.
Independence
Under the rules of the American Stock Exchange, a majority of the directors and all of the
members of the Audit Committee must qualify as independent directors. The Board of Directors of
the Company conducts an annual review of the independence of the members of the Board and its
committees. Three of our four directors are nonemployee directors (all except Mr. Kubacki).
Although the Board has not adopted categorical standards of materiality for independence purposes
(other than those set forth in the American Stock Exchange listing standards), information provided
by the directors and the Company did not indicate any relationships (e.g., commercial, industrial,
banking, consulting, legal, accounting, charitable, or familial), which would impair the
independence of any of the nonemployee directors.
Certain Relationships and Related Transactions
The Board of Directors has a adopted a policy whereby the Companys Audit Committee is
responsible for reviewing any proposed related party transaction. The types of transactions
covered by the policy include payments for products or services to or indebtedness to or from,
related parties, as defined in Item 404(b) of Regulation S-K under the federal securities laws.
The Audit Committee has determined that there were no related party transactions with any related
party in fiscal 2007 that would require disclosure under Item 404(a) of Regulation S-K.
Board of Directors Meetings and Committees
The Board of Directors met eight times in fiscal year 2007 (including teleconference
meetings). In addition, the directors acted by unanimous written consent in lieu of meetings on
eight occasions during 2007. During fiscal year 2007, each of the directors attended at least 75%
of the total number of meetings of the Board of Directors and the committees of which such director
was a member.
The Company encourages all incumbent directors, as well as all nominees for election as
director, to attend the Annual Meeting of Stockholders. All of the Companys directors attended
the Companys Annual Meeting in May, 2007.
Audit Committee
The Audit Committee, whose members are Messrs. Connick, Tomenson and Weinert, reviews the
appropriateness, quality and acceptability of the Companys accounting policies and the integrity
of financial statements reported to the public, and compliance with legal and regulatory
requirements. The Board has determined that each member of the Audit Committee satisfies the
requirements of the American Stock Exchange regarding competency in financial matters. In
addition, the Board of Directors has determined that Mr. Weinert, the Chairman of the Audit
Committee, qualifies as an Audit Committee Financial Expert as defined by the Securities and
Exchange Commission rules. None of Messrs.
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Connick, Tomenson or Weinert serves on the audit committees of any other public company. The
responsibilities of the Audit Committee and its activities during fiscal year 2007 are described in
the Report of the Audit Committee set forth below in this proxy statement.
Compensation Committee
The Compensation Committee, whose members are Messrs. Connick, Tomenson and Weinert, held two
meetings during 2007. The Compensation Committee does not have a charter. The responsibilities of
the Compensation Committee and its activities during fiscal year 2007 are described below under the
caption Compensation Discussion and Analysis.
Compensation Committee Interlocks and Insider Participation
None of Messrs. Connick, Tomenson or Weinert has ever been an officer or employee of the
Company or any subsidiary of the Company and no executive officer of the Company serves on the
board of directors of any company at which any of the Compensation Committee members is employed.
Nominating Committee
The Nominating Committee, whose members are Messrs. Connick, Tomenson and Weinert, held one
meeting during 2007. The Nominating Committee is charged with identifying and screening
candidates, consistent with criteria approved by the Board of Directors, and making recommendations
to the Board of Directors as to persons to be nominated by the Board of Directors for election
thereto by the stockholders or to be chosen by the Board of Directors to fill newly created
directorships or vacancies on the Board of Directors. The Board of Directors has determined that
each of the members of the Nominating Committee is independent as defined in the American Stock
Exchanges listing standards.
The Nominating Committee identifies Board candidates through numerous sources, including
recommendations from Directors, executive officers and stockholders of the Company. The Nominating
Committee evaluates identified Board candidates based on the criteria established by and
periodically reviewed by the Nominating Committee. The Nominating Committee seeks to identify
those individuals most qualified to serve as Board members and will consider many factors with
regard to each candidate, including judgment, integrity, diversity, prior experience, the interplay
of the candidates experience with the experience of other Board members, the extent to which the
candidate would be desirable as a member of any committees of the Board, and the candidates
willingness to devote the time and effort required for Board responsibilities. Selected candidates
are interviewed by members of the Nominating Committee and certain other Board members. Based on
the foregoing, the Nominating Committee makes recommendations to the Board with respect to director
nominees.
The Companys stockholders may recommend individuals to the Nominating Committee for
consideration as potential director candidates at the Companys 2009 Annual Meeting by submitting
their names and appropriate background and biographical information to the Companys Nominating
Committee, Psychemedics Corporation, 125 Nagog Park, Acton, Massachusetts 01720 not later than
December 3, 2008. Assuming that the appropriate information has been timely provided, the
Nominating Committee will consider these candidates substantially in the same manner as it
considers other Board candidates it identifies.
Stockholder Communications
Historically, the Company has not adopted a formal process for stockholder communications with
the Board. Nevertheless, every effort has been made to ensure that the Board or individual
directors, as applicable, hear the views of stockholders and that appropriate responses are
provided to stockholders in a timely manner. Any matter intended for the Board, or for any
individual member or members of the Board, should be directed to the Secretary of the Company,
Psychemedics Corporation, 125 Nagog Park, Acton, Massachusetts 01720, with a request to forward the
same to the intended recipient.
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Report of the Audit Committee
The Audit Committee of the Board of Directors is responsible for providing independent,
objective oversight of the Companys accounting functions and internal controls. Management has the
primary responsibility for the financial statements and the reporting process, including the system
of internal controls. The Audit Committee oversees the financial reporting process on behalf of the
Board of Directors, reviews financial disclosures, and meets privately, outside the presence of
management, with the independent auditors to discuss internal accounting control policies and
procedures. In fulfilling its oversight responsibilities, the Audit Committee reviews the audited
financial statements in the Annual Report on Form 10-K with management including a discussion of
the quality, not just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial statements. The Audit
Committee reports on these meetings to the Board of Directors. The Audit Committee also selects and
appoints the independent auditors, reviews the performance of the independent auditors in the
annual audit and in assignments unrelated to the audit, and pre-approves the independent auditors
services. The Audit Committee operates under a written charter adopted by the Board of Directors, a
copy of which can be viewed on the Companys website under Corporate Governance.
The Audit Committee is composed of three non-employee directors, Messrs. Connick, Tomenson and
Weinert, each of whom is an independent director under the rules of the American Stock Exchange
governing the qualifications of the members of audit committees. The Audit Committee held five
meetings during 2007. Mr. Weinert qualifies as an Audit Committee Financial Expert under the
rules of the Securities and Exchange Commission. In addition, the Board of Directors has
determined that each member of the Audit Committee meets the minimum standards regarding competency
in financial matters required under the rules of the American Stock Exchange. None of Messrs.
Connick, Tomenson and Weinert serves on the audit committee of any other public company.
The Audit Committee reviewed with the independent auditors their judgments as to the quality,
not just the acceptability, of accounting principles and such other matters as are required to be
discussed with the Audit Committee under the standards of the Public Company Accounting Oversight
Board (United States). In addition, the Audit Committee has discussed with the independent
auditors (i) the matters required to be discussed under Codification of Statements on Auditing
Standards, AU§380, and (ii) the auditors independence from the Company and its management,
including the matters in the written disclosures we received from the auditors as required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The
Audit Committee considered and determined that the provision of non-audit services by BDO Seidman,
LLP was compatible with maintaining auditor independence.
Based on its review and discussions, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal
year ended December 31, 2007.
Members of the Audit Committee:
Harry F. Connick
Walter S. Tomenson
Fred J. Weinert
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Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees paid to BDO Seidman, LLP for services rendered during fiscal
years 2007 and 2006.
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Fiscal Year |
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2007 |
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2006 |
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Audit Fees (1) |
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142,500 |
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131,500 |
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Audit-Related Fees (2) |
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11,000 |
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11,000 |
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Tax Fees (3) |
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26,500 |
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25,000 |
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All Other Fees (4) |
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0 |
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0 |
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Total |
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$ |
180,000 |
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$ |
167,500 |
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Audit Fees Fees for professional services rendered to the Company (or
estimates of fees for services to be rendered ) in connection with auditing the
Companys annual financial statements and reviewing the interim financial information
included in the Companys Quarterly Reports on Form 10-Q, and consents and assistance
with the review of documents filed with the Securities and Exchange Commission. |
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Audit-Related Fees Fees billed to the Company for services related to the
audit of the Companys financial statements, that are not reported under Audit Fees,
which include audit work performed on certain of the Companys benefit plans. |
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Tax Fees Fees billed to the Company related to tax compliance and
consultation. |
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All other Fees Fees billed to the Company for other permissible services
that do not fit within the aforementioned categories. |
Audit Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm
The Audit Committees policy is to pre-approve all audit and permissible non-audit services
provided by the Companys independent registered public accounting firm. These services may
include audit services, audit-related services, tax services and other services. Any pre-approval
is detailed as to the particular service or category of services and is generally subject to a
specific budget. The Audit Committee may delegate pre-approval authority to one or more of its
members when expedition of services is necessary. The independent registered public accounting
firm and management are required to periodically report to the full Audit Committee regarding the
extent of services provided, in accordance with this pre-approval policy, and the fees for the
services performed to date.
Director Compensation
Mr. Kubacki receives no additional compensation for serving on the Companys Board of
Directors. Each of the Companys outside (non-employee) directors receives cash compensation of
$35,000. In addition, Mr. Weinert, the Chairman of the Audit Committee, receives additional cash
compensation of $10,000.
On May 10, 2007, Messrs. Connick, Tomenson and Weinert, who constituted the Companys outside
directors, were each issued 2,000 stock unit awards, each such stock unit award representing the
right to receive one share of Common Stock of the Company. The stock unit awards were granted
under the Companys 2006 Equity Incentive Plan. Each such award vests with respect to 50% of the
shares covered thereby on April 30, 2008 and with respect to the balance of the shares on April 30,
2009, in each case, so long as the recipient remains in continuous service as a member of the Board
of Directors of the Company through each such vesting date. Any unvested stock unit awards
terminate upon the cessation of a recipients service as a member of the Board of Directors,
subject to partial vesting in the case of termination on account of death or permanent disability.
In the event of a change in control of the
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Company (as defined in the restricted stock agreement evidencing the award) the stock unit
awards become fully vested immediately prior to the effective date of such change in control.
The following table shows, for the fiscal year ended December 31, 2007, the compensation paid
by the Company or accrued for such year, to the Companys non-employee directors. The compensation
paid to Mr. Kubacki for his service as Chairman, Chief Executive Officer and President, is reported
in the Summary Compensation Table under the caption Executive Compensation below.
Director Compensation For Fiscal Year Ended December 31, 2007
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(f) |
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(g) |
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Non-qualified |
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Fees Earned |
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Non-Equity |
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Deferred |
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or Paid in |
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Stock |
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Option |
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Incentive Plan |
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Compensation |
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All other |
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Cash |
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Compensation |
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Earnings |
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Compensation |
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Total |
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($) |
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($)(1) |
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($) |
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($) |
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($) |
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($) |
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($) |
|
Harry Connick |
|
|
35,000 |
|
|
|
22,603 |
(2) |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
(3) |
|
|
|
57,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter Tomenson |
|
|
35,000 |
|
|
|
22,603 |
(2) |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
(3) |
|
|
|
57,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred J. Weinert |
|
|
45,000 |
|
|
|
22,603 |
(2) |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
(3) |
|
|
|
67,603 |
|
|
|
|
(1) |
|
The amounts in column (c) reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R)
of stock unit awards made in May, 2006 and May, 2007 under the Companys 2006 Equity
Incentive Plan. On May 11, 2006, each non-employee director was issued 1,300 stock unit
awards. Each such award vested with respect to 50% of the shares covered thereby on April
30, 2007 and the balance of the shares will vest on April 30, 2008 so long as the recipient
remains in continuous service as a member of the Board of Directors of the Company through
such date. The grants of stock unit awards to the non-employee directors in 2007 is
described above. Assumptions used in the calculation of these amounts are included in
footnote 4 to the Companys audited financial statements for the fiscal year ended December
31, 2007, included in the Companys Annual Report on Form 10-K filed with the Securities and
Exchange Commission on or around March 31, 2008. |
|
(2) |
|
The grant date fair value of the 1,300 awards to the named individual in 2006 was $26,710.
The grant date fair value of the 2,000 awards to the named individual in 2007 was $36,820.
The portions of the stock unit awards vested as of the record date for the 2008 Annual
Meeting (or within 60 days of such record date) are reflected in the stock ownership table on
page 17. |
|
(3) |
|
Any perquisites or other personal benefits received from the Company by the named director
were less than the reporting thresholds established by the Securities and Exchange Commission
($10,000). |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview of Compensation Program
The Compensation Committee of the Board has responsibility for establishing, implementing and
continually monitoring adherence with the Companys compensation philosophy. The Compensation
Committee ensures that the total compensation paid to the executive officers is fair, reasonable
and competitive.
Throughout this proxy statement, the individual who served as the Companys Chief Executive
Officer during fiscal 2007, as well as the other individuals included in the Summary Compensation
Table on page 13, are referred to as the named executive officers.
8
Compensation Philosophy and Objectives
The Compensation Committee believes that the most effective executive compensation program is
one that is designed to reward the achievement of specific annual performance goals by the Company,
and which aligns executives interests with those of the stockholders by rewarding performance with
the ultimate objective of improving stockholder value. The Compensation Committee evaluates both
performance and compensation to ensure that the Company maintains its ability to attract and retain
superior employees in key positions and that compensation provided to key employees remains
competitive relative to the compensation paid to similarly situated executives of similarly sized
public companies. To that end, the Compensation Committee believes executive compensation packages
provided by the Company to its executives, including the named executive officers, should include
both cash and stock-based compensation and that its executives performance should be rewarded as
measured against established goals.
Role of Executive Officers in Compensation Decisions
The Compensation Committee makes all compensation decisions for the Chief Executive Officer,
but takes into account his recommendations when making compensation decisions with respect to the
other executive officers.
The Chief Executive Officer annually reviews the performance of each other executive officer.
The conclusions reached and recommendations based on these reviews, including with respect to
salary adjustments and annual award amounts, are presented to the Compensation Committee. The
Compensation Committee can exercise its discretion in modifying any recommended adjustments or
awards to executives.
Setting Executive Compensation
Based on the foregoing objectives, the Compensation Committee has structured the Companys
annual and long-term incentive-based cash and non-cash executive compensation to motivate
executives to achieve the business goals set by the Company and reward the executives for achieving
such goals.
In making compensation decisions, the Compensation Committee compares each element of total
compensation against what the Compensation Committee believes to be the average amount paid to
similarly situated executives at publicly-traded and privately-held companies.
A significant percentage of total compensation is allocated to incentives as a result of the
philosophy mentioned above. The Compensation Committee determines the appropriate level and mix of
incentive compensation. Income from such incentive compensation is realized as a result of the
performance of the Company or the individual, depending on the type of award, compared to
established goals. Historically, the Compensation Committee granted a significant portion of each
executive officers total compensation in the form of stock options. More recently, reflecting in
part the recent change in the accounting treatment of option grants, the Company began awarding a
significant portion of its total compensation payable to executive officers in the form of cash
bonus awards tied to achievement of performance goals and to the award of restricted stock units
that would become vested over a period of time.
2007 Executive Compensation Components
For the fiscal year ended December 31, 2007, the principal components of compensation for
named executive officers were:
|
|
|
base salary |
|
|
|
|
performance-based cash incentive compensation; and |
|
|
|
|
long-term equity incentive compensation
|
9
Base Salary
The Company provides named executive officers and other employees with base salary to
compensate them for services rendered during the fiscal year. Base salary ranges for named
executive officers are determined for each executive based on his or her position and
responsibility.
During its review of base salaries for executives, the Compensation Committee primarily
considers:
|
|
|
internal review of the executives compensation, both individually and relative to
other executive officers; and |
|
|
|
|
individual performance of the executive |
Salary levels are typically considered annually as part of the Companys performance review
process as well as upon a promotion or other change in job responsibility. Merit based increases to
salaries of executive officers are based on the Compensation Committees assessment of the
individuals performance.
Based on the application of the above described factors, in May, 2007, the Compensation
Committee approved the following adjustments to annual base salary rates for the Companys senior
executives:
|
|
|
Raymond C. Kubacki increase of 10% to $380,000 |
|
|
|
|
William Thistle increase of 7% to $267,000 |
|
|
|
|
Michael Schaffer increase of 7% to $220,000 |
In September, 2007, DeMarche Associates, Inc., a leading investment research and financial
consulting firm, recognized Mr. Kubacki as one of best chief executive officers in the nation,
based on the amount of shareholder value generated per unit of compensation paid to him.
Incentive Cash Bonus Compensation
The Company provides its named executive officers with the opportunity to earn cash incentive
bonuses. Bonuses are determined based on a combination of qualitative and quantitative, Company
and individual measures, the details of which are established annually in the form of business
objectives. The business objectives may vary for each executive based upon his or her
responsibilities and may include financial and/or strategic measures. In 2007, the named executive
officers bonuses were computed as follows: (i) up to up to five percent (5%) of base salary would
be payable if the Company achieved a pre-determined revenue target; (ii) up to an additional five
percent (5%) of base salary would be payable if a pre-determined level of earnings per share of the
Company were achieved; (iii) up to an additional five percent (5%) of base salary would be payable
if the threshold amounts in both (i) and (ii) above are achieved; and (iv) up to an additional ten
percent (10%) of base salary would be payable based on achievement of individual written
performance objectives for 2007, as determined by Mr. Kubacki (for named executive officers other
than himself) and as determined by the Compensation Committee (with respect to achievement of the
bonus award by Mr. Kubacki). The Compensation Committee retained sole discretion over all matters
relating to the 2007 bonus payments, including, without limitation, the decision to pay any
bonuses, the amount of each bonus, if any, the ability to increase or decrease any bonus payment
and make changes to any financial and/or strategic measures. The same arrangement is in place for
2008, using performance objectives based on the Companys 2008 budget. The actual bonus amounts
awarded for 2007 reflected no payment attributable to the revenue or earnings per share components,
but only the achievement of individual performance targets.
10
Long-Term Equity Incentive Compensation
It is the philosophy of the Company to provide executives with incentives to receive equity in
the Company and, thus, align their financial interests with those of the Companys shareholders.
The Companys 2006 Equity Incentive Plan provides long-term rewards and incentives to the Companys
named executive officers, as well as other participants. The 2006 Equity Incentive Plan permits
the grant of options, restricted stock, stock bonus awards, and other stock-based awards that may
be denominated or payable in, valued in whole or in part by reference to or otherwise based on the
Common Stock, including, but not limited to performance units, stock appreciation rights,
restricted stock units or dividend equivalents, each of which may be subject to certain vesting
requirements or to the attainment of certain pre-established performance goals.
Restricted Stock Awards.
Beginning in 2006, the Company implemented a stock unit award program for the named executive
officers under the 2006 Equity Incentive Plan. The stock unit awards (Awards) represent a right
to receive shares of the Companys Common Stock in varying amounts subject to satisfaction of
certain time-based vesting requirements. The amount of stock unit awards granted to the named
executive officers vary based upon their levels of responsibility.
In May, 2007, the Compensation Committee granted Awards in the form of restricted stock units
to each of its executive officers. Each of the units vests over the four-year period following the
date of grant and is convertible into shares of Common Stock of the Company upon vesting. The
number of units awarded to each of the named executive officers in 2007 and the value of such
awards is set forth below in the Grants of Plan Based Awards Table on page 14. In addition, the
value of the awards accrued as an expense on the Companys financial statements for both the 2007
Awards and Awards granted to each such named executive officer in 2006 is reflected in the Summary
Compensation Table on page 13.
Stock Options.
Certain named executive officers continue to hold stock options granted in prior years under
the Companys 2000 Stock Option Plan which was discontinued in connection with the adoption of the
2006 Equity Incentive Plan. The stock options allow the named executive officers, as well as other
key employees, the right to acquire shares of Company stock at a price equal to the fair market
value of the Companys stock on the date of grant. The stock options are subject to various
vesting periods ranging from zero to four years. No stock options were granted to the named
executive officers in 2007.
Retirement and Other Benefits
The Company maintains a 401(k) profit sharing plan for the benefit of all employees who have
satisfied minimum age and service requirements. Employees have the opportunity to contribute to
the plan on a before tax basis, subject to limits prescribed under the Internal Revenue Code. The
Company will match 50% of the first 6% of pay that is contributed to the plan, subject to limits
prescribed for highly compensated employees. All employee contributions to the 401(k) plan are
fully vested upon contribution. The Companys matching contributions vest ratably over a five year
period. The Company does not maintain any separate non-qualified retirement plans.
Perquisites and Other Personal Benefits
Any perquisites or other personal benefits that the Company offers to its executive officers
are below the threshold limit ($10,000 per executive, per annum) for reporting under SEC rules.
The Company has entered into Change of Control Severance Agreements with Messrs. Kubacki and
Thistle. The Change of Control Severance Agreements are designed to promote stability and
continuity of senior management. Information regarding applicable payments under such agreements
for such executive officers is provided under the heading Potential Payments Upon Termination or
Change in Control on page 15.
11
Tax and Accounting Implications
Deductibility of Executive Compensation
As part of its role, the Compensation Committee reviews and considers the deductibility of
executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the
Company may not deduct compensation of more than $1,000,000 per year to named executive officers
except to the extent it constitutes performance-based compensation. The Company believes that all
compensation paid to its executive officers is, or will be when paid, fully deductible for federal
income tax purposes.
Nonqualified Deferred Compensation
On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the
tax rules applicable to nonqualified deferred compensation arrangements. The Company believes it
is operating in good faith compliance with the statutory provisions.
Accounting for Stock-Based Compensation
Beginning on January 1, 2006, the Company began accounting for stock-based payments including
Awards under its Equity Incentive Plan in accordance with the requirements of FASB Statement
123(R).
Compensation Committee Report
The Compensation Committee of the Company has reviewed and discussed the Compensation
Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on
such review and discussions, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this Proxy Statement.
|
|
|
|
|
THE COMPENSATION COMMITTEE |
Fred J. Weinert
Harry Connick
Walter Tomenson
12
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal year ended December 31, 2007, the total compensation
earned by the Companys Chief Executive Officer, and the Companys other executive officers
(collectively the named executive officers).
Summary Compensation Table
|
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|
|
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|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Change in |
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|
|
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|
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|
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|
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|
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Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
Value and |
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|
|
|
|
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|
|
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Nonquali- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
fied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Compen- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Plan |
|
sation |
|
All Other |
|
|
Name and Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compen- |
|
Earnings |
|
Compensa- |
|
|
Position |
|
Year |
|
($) |
|
($)(1) |
|
($)(2) |
|
($)(3) |
|
sation |
|
($) |
|
tion ($)(4) |
|
Total ($) |
Raymond C. Kubacki, Jr. |
|
|
2007 |
|
|
|
366,788 |
|
|
|
40,000 |
|
|
|
79,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,750 |
|
|
|
493,469 |
|
Chairman, CEO,
& President |
|
|
2006 |
|
|
|
333,668 |
|
|
|
69,000 |
|
|
|
26,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600 |
|
|
|
435,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle
|
|
|
2007 |
|
|
|
260,900 |
|
|
|
6,675 |
|
|
|
38,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,750 |
|
|
|
312,822 |
|
Senior Vice
President and General Council |
|
|
2006 |
|
|
|
243,728 |
|
|
|
50,000 |
|
|
|
13,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600 |
|
|
|
313,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael I. Schaffer
Vice President |
|
|
2007 |
|
|
|
214,558 |
|
|
|
16,500 |
|
|
|
24,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,750 |
|
|
|
262,081 |
|
Laboratory
Operations |
|
|
2006 |
|
|
|
199,423 |
|
|
|
41,000 |
|
|
|
7,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,644 |
|
|
|
253,060 |
|
|
|
|
(1) |
|
The amounts in column (d) reflect cash bonus awards made to the executive
officers based on achievement of certain financial and individual objectives,
as described in more detail on page 10 under the heading Incentive Cash Bonus
Compensation. |
|
(2) |
|
The amounts in column (e) reflect the dollar amount recognized for
financial statement reporting purposes for the indicated fiscal year, in
accordance with FAS 123(R) of stock unit awards under the Companys 2006 Equity
Incentive Plan in 2006 and 2007. Assumptions used in the calculation of these
amounts are included in footnote 4 to the Companys audited financial
statements for the fiscal year ended December 31, 2007, included in the
Companys Annual Report on Form 10-K filed with the Securities and Exchange
Commission on or around March 31, 2008. |
|
(3) |
|
The amounts in column (f) reflect the dollar amount recognized for
financial statement reporting purposes for the indicated fiscal year, in
accordance with FAS 123(R) of stock option awards. No stock options were
granted to any of the named executive officers in either 2006 or 2007 and no
grants of options from prior years to the named executive officers became
vested in 2006 or 2007. |
|
(4) |
|
The amount shown in column (i) reflects for each named executive officer
matching contributions allocated by the Company to each of the named executive
officers pursuant to the Companys 401(k) Plan (which is more fully described
on page 11 under the heading Retirement and Other Benefits); the amount of
perquisites attributable to each named executive officer did not exceed $10,000
in either 2006 or 2007. |
13
Grants of Plan-Based Awards
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All |
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Other |
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|
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|
|
Stock |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future |
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Option |
|
|
|
|
|
|
|
|
|
|
|
|
Payouts Under Non- |
|
Estimated Future Payouts |
|
Number |
|
Awards: |
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
Equity Incentive Plan |
|
Under Equity Incentive |
|
of |
|
Number of |
|
Exercise or |
|
Fair Value |
|
|
|
|
|
|
Awards |
|
Plan Awards |
|
Shares |
|
Securities |
|
Base Price |
|
of Stock |
|
|
|
|
|
|
Thresh |
|
|
|
|
|
Maxi- |
|
Thresh- |
|
|
|
|
|
Maxi- |
|
of Stock |
|
Underlying |
|
of Option |
|
and Option |
|
|
|
|
|
|
-old |
|
Target |
|
mum |
|
old |
|
Target |
|
mum |
|
or Units |
|
Options |
|
Awards |
|
Awards |
Name |
|
Grant Date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
(#)(1) |
|
(#) |
|
($/Sh) |
|
($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
(k) |
|
(l) |
Raymond C.
Kubacki, Jr. |
|
|
5/10/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,000 |
|
|
|
|
|
|
|
|
|
|
|
239,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle |
|
|
5/10/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
110,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Michael I. Schaffer |
|
|
5/10/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
73,640 |
|
|
|
|
(1) |
|
The amounts in column (i) reflect the grant of Stock Unit Awards under
the Companys 2006 Equity Incentive Plan. The Units vest with respect to 25%
of the shares covered thereby on the first anniversary date of the date of
grant, and with respect to an additional 25% of the shares covered thereby on
each of the three anniversary dates thereafter. |
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Equity |
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Incentive Plan |
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards: |
|
Awards: |
|
|
Number |
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
Number |
|
Market |
|
Number of |
|
Market or |
|
|
of |
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
of Shares |
|
Value of |
|
Unearned |
|
Payout Value |
|
|
Securities |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
|
|
|
or Units |
|
Shares or |
|
Shares, Units |
|
of Unearned |
|
|
Underlying |
|
Unexercised |
|
Unexer- |
|
Option |
|
|
|
|
|
of Stock |
|
Units of |
|
or Other |
|
Shares, Units |
|
|
Unexercised |
|
Options |
|
cised |
|
Exer- |
|
|
|
|
|
That |
|
Stock That |
|
Rights That |
|
or Other Rights |
|
|
Options |
|
(#) |
|
Unearned |
|
cise |
|
Option |
|
Have Not |
|
Have Not |
|
Have Not |
|
That Have Not |
|
|
(#) |
|
Unexercis- |
|
Options |
|
Price |
|
Expiration |
|
Vested |
|
Vested |
|
Vested |
|
Vested |
Name |
|
Exercisable |
|
able |
|
(#) |
|
($) |
|
Date |
|
(#) |
|
($) |
|
(#) |
|
($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Raymond
C. Kubacki, Jr. |
|
|
77,300 |
|
|
|
|
|
|
|
|
|
|
$ |
14.40 |
|
|
|
05/24/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
11.85 |
|
|
|
05/13/2014 |
|
|
|
20,500 |
|
|
|
329,025 |
|
|
|
|
|
|
|
|
|
|
|
|
8,751 |
|
|
|
|
|
|
|
|
|
|
$ |
13.68 |
|
|
|
05/09/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,751 |
|
|
|
|
|
|
|
|
|
|
$ |
18.00 |
|
|
|
05/06/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500 |
|
|
|
|
|
|
|
|
|
|
$ |
20.24 |
|
|
|
05/04/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
R. Thistle |
|
|
40,600 |
|
|
|
|
|
|
|
|
|
|
$ |
14.40 |
|
|
|
05/24/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
$ |
11.85 |
|
|
|
05/13/2014 |
|
|
|
9,750 |
|
|
|
156,487 |
|
|
|
|
|
|
|
|
|
|
|
|
12,500 |
|
|
|
|
|
|
|
|
|
|
$ |
13.68 |
|
|
|
05/08/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,750 |
|
|
|
|
|
|
|
|
|
|
$ |
19.76 |
|
|
|
05/11/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500 |
|
|
|
|
|
|
|
|
|
|
$ |
18.00 |
|
|
|
05/06/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,750 |
|
|
|
|
|
|
|
|
|
|
$ |
20.24 |
|
|
|
05/04/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
I. Schaffer |
|
|
16,600 |
|
|
|
|
|
|
|
|
|
|
$ |
14.40 |
|
|
|
05/24/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
$ |
11.85 |
|
|
|
05/13/2014 |
|
|
|
7,000 |
|
|
|
112,350 |
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
$ |
13.68 |
|
|
|
05/09/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,250 |
|
|
|
|
|
|
|
|
|
|
$ |
19.76 |
|
|
|
05/11/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
$ |
18.00 |
|
|
|
05/06/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,750 |
|
|
|
|
|
|
|
|
|
|
$ |
17.36 |
|
|
|
04/21/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
Option Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
Number |
|
|
|
|
|
|
|
|
|
|
of |
|
|
|
|
|
Number of Shares |
|
|
|
|
Shares Acquired |
|
Value Realized |
|
Acquired on |
|
Value Realized on |
|
|
on Exercise |
|
on Exercise |
|
Vesting |
|
Vesting |
Name |
|
(#) |
|
($) |
|
(#) |
|
($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
Raymond C. Kubacki, Jr. |
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
45,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle |
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
22,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael I. Schaffer |
|
|
|
|
|
|
|
|
|
|
750 |
|
|
|
13,725 |
|
The Company does not have any non-qualified deferred compensation plans or other plans that
provide for the deferral of compensation on a basis that is not tax-qualified.
Potential Payments Upon Termination or Change in Control
The Company has entered into change-in-control severance agreements with Messrs. Kubacki and
Thistle providing for severance benefits for a period of up to 12 months in the event of
termination within 12 months following a change in control (as defined in the agreements). The
agreements provide for severance benefits only if (1) the Company undergoes a change in control (as
defined in the agreement) and (2) within 12 months thereafter either (a) the Company (or
its successor) terminates the employee (other than termination for cause), or (b) the employee
terminates his employment for good reason (as defined in his agreement). The agreements do not
provide for severance benefits in the event of an employees death or disability, or in the event
of his voluntary termination without good reason, or on account of termination for any reason if
not preceded within 12 months by a change in control. The agreements provide that the employee
shall not compete with the Company during the period in which he is entitled to receive severance
payments. Except for such change-in-control severance agreements, none of the named executive
officers has an employment agreement with the Company.
On May 10, 2007, Messrs. Kubacki, Thistle and Schaffer entered into stock unit award
agreements pursuant to which each such executive officer was issued the stock unit awards described
above in the Grants of Plan-Based Awards table. On May 11, 2006, Messrs. Kubacki, Thistle and
Schaffer also entered into stock unit award agreements pursuant to which each such executive
officer was issued certain stock unit awards. Each of the foregoing stock unit award agreements
provided that the vesting would accelerate upon a change in control.
In the event the Company had incurred a change in control on December 31, 2007 and terminated
the employment of Messrs. Kubacki, Thistle and Schaffer on such date, the amounts paid out to such
named executive officers would have been as follows:
15
Payments and Benefits Upon Separation and/or Change in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration |
|
|
|
|
Salary |
|
|
|
|
|
|
|
|
|
Of |
|
|
|
|
and Bonus |
|
Accrued |
|
Health |
|
Equity |
|
|
|
|
Continuation |
|
Vacation |
|
Benefits |
|
Awards |
|
Total |
Name |
|
($)(1) |
|
($)(2) |
|
($)(3) |
|
($)(4) |
|
($) |
Raymond C.
Kubacki, Jr.
12 month
Change in Control
Termination Payments (5) |
|
|
405,000 |
|
|
|
36,538 |
|
|
|
21,544 |
|
|
|
329,025 |
|
|
|
792,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 month Change in
Control Termination
Payments
(change of location only) (5) |
|
|
202,500 |
|
|
|
36,538 |
|
|
|
10,772 |
|
|
|
329,025 |
|
|
|
578,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle
12 month
Change in Control
Termination Payments (6) |
|
|
266,221 |
|
|
|
25,673 |
|
|
|
21,544 |
|
|
|
156,487 |
|
|
|
469,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael I. Schaffer (7) |
|
|
|
|
|
|
16,923 |
|
|
|
|
|
|
|
112,350 |
|
|
|
129,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts in column (b) reflect the total amount of Base Salary and Bonus compensation that would continue
to be paid to the Executive during the indicated period following a termination in connection with a
change-in-control. Such amounts are calculated based on the actual base salary and bonus compensation earned or
paid during the prior 6 or 12 month period preceding such termination. |
|
(2) |
|
Accrued vacation is payable upon separation of service whether or not in connection with a change in control. |
|
(3) |
|
The amounts in column (d) represent the amount payable by the Corporation during the applicable period for
continuation of health benefits. |
|
(4) |
|
The amounts in column (e) reflect the acceleration of the vesting under stock unit awards granted under the
Companys 2006 Equity Incentive Plan triggered by a change in control, as provided in each executive officers
respective stock unit award agreement with the Company. The valuation is determined by multiplying the number of
stock unit awards that would have become vested on December 31, 2007 pursuant to such acceleration provision,
times the closing price of the Company stock on such date ($16.05 per share). |
|
(5) |
|
Mr. Kubackis arrangement provides for 12 months of salary and bonus continuation in the event of a
termination by the Company without cause (as defined in his agreement) or a termination by him for good reason (as
defined in his agreement) in either case, within a 12 month period following a change in control of the Company
(as such term is defined in the agreement), provided, however, that in the event of termination by Mr. Kubacki for
good reason solely on account of a change in his required place of employment, following a change in control, then
in lieu of 12 months of salary and bonus compensation, his benefits would be limited to 6 months of salary and
bonus compensation. |
|
(6) |
|
Mr. Thistles arrangement provides for 12 months of salary and bonus continuation in the event of a
termination by the Company without cause (as defined in his agreement) or a termination by him for good reason (as
defined in his agreement) in either case, within a 12 month period following a change in control of the Company
(as such term is defined in the agreement). |
|
(7) |
|
Mr. Schaffer did not enter into a change in control severance agreement with the Company. The benefits
reflected in the table are derived solely from his grant of stock unit awards under the Companys 2006 Equity
Incentive Plan and normal accrued vacation. |
16
PRINCIPAL STOCKHOLDERS AND
STOCKHOLDINGS OF MANAGEMENT
The following table shows, as of March 17, 2008, the number of shares beneficially owned (i)
by those stockholders who are known to the Company to own beneficially more than five percent of
the outstanding Common Stock of the Company, (including their addresses) (ii) by each director and
nominee for director of the Company, (iii) by each named executive officer, and (iv) by all
directors and executive officers as a group.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of |
|
Percentage |
Name |
|
Beneficial Ownership(1) |
|
Owned(2) |
H. Wayne Huizenga |
|
|
589,135 |
(3) |
|
|
11.3 |
% |
450 E. Las Olas Blvd. Suite 1500
Fort Lauderdale, FL 33301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lord, Abbott & Co, LLC |
|
|
398,900 |
(4) |
|
|
7.7 |
% |
90 Hudson St.
Jersey City, NJ 07302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cortina Asset Management, LLC |
|
|
395,924 |
(5) |
|
|
7.6 |
% |
330 East Kilbourn Avenue
Suite 850
Milwaukee, WI 53202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Murphy |
|
|
342,650 |
(6) |
|
|
6.6 |
% |
Douglas Donohue
Discovery Group I, LLC
191 N. Wacker Dr.
Chicago, IL 60606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Simons |
|
|
270,000 |
(7) |
|
|
5.2 |
% |
Renaissance Technologies LLC
800 Third Avenue
New York, NY 10022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond C. Kubacki, Jr. |
|
|
205,022 |
(8)(9) |
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
Fred J. Weinert |
|
|
161,034 |
(8)(9)(10) |
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
William R. Thistle |
|
|
81,704 |
(8)(9) |
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
Walter S. Tomenson |
|
|
44,838 |
(8)(9) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Michael I. Schaffer |
|
|
41,862 |
(8)(9) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Harry F. Connick |
|
|
19,038 |
(8)(9) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
All Executive Officers and |
|
|
553,498 |
(11) |
|
|
9.9 |
% |
Directors as a group (7 persons) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
denotes ownership of less than 1% |
|
(1) |
|
Shares are considered beneficially owned, for the purpose of this table only, if
held by the person indicated as beneficial owner, or if such person, directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise
has or shares the power to vote, to direct the voting of and/or to dispose of or to
direct the disposition of |
17
|
|
|
|
|
such security, or if the person has the right to acquire beneficial ownership within sixty
(60) days, unless otherwise indicated in these footnotes. |
|
(2) |
|
Pursuant to the rules of the Securities and Exchange Commission, shares of Common
Stock which an individual or group has a right to acquire within 60 days pursuant to the
exercise of options or pursuant to the vesting of stock unit awards are deemed to be
outstanding for the purpose of computing the percentage ownership of such individual or
group, but with respect to options and stock unit awards, are not deemed outstanding for
the purpose of computing the percentage ownership of any other person shown in this
table. |
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Includes: (i) 395,866 shares held by a limited partnership controlled by said
individual and (ii) 2,035 shares owned by said individuals spouse. |
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(4) |
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Based on the statement on Schedule 13G dated February 14, 2008, Lord, Abbott, & Co,
LLC, a registered investment adviser, has sole voting power over 233,800 shares of Common
Stock and sole dispositive power over 398,900 shares of Common Stock. |
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(5) |
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Based on the statement on Schedule 13G/A dated January 25, 2008, Cortina Asset
Management, LLC, a registered investment adviser, has sole voting power over 385,526
shares of Common Stock and sole dispositive power over 395,924 shares of Common Stock. |
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(6) |
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Based on the statement on Schedule 13G/A filed with the Securities and Exchange
Commission on February 14, 2008, Discovery Equity Partners, L.P., has sole shared voting
and dispositive power over 291,545 shares of Common Stock, and each of Discovery Group I,
LLC, Douglas Donoghue and Michael R. Murphy has shared voting and dispositive power over
342,650 shares of Common Stock. |
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(7) |
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Based on the statement on Schedule 13G dated February 13, 2008, each of Renaissance
Technologies, LLC, a registered investment adviser, and James H. Simons has sole voting
and dispositive power over 270,000 shares of Common Stock. |
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(8) |
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Includes the following number of shares of Common Stock which the individual had a
right to acquire within 60 days pursuant to the exercise of options: Mr. Kubacki
132,302; Mr. Weinert 45,350; Mr. Thistle 78,100; Mr. Tomenson 42,538; Dr. Schaffer
49,600; and Mr. Connick 16,738. |
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(9) |
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Includes the following number of shares of Common Stock which the individual had
the right to receive within 60 days pursuant to the vesting of stock unit awards: Mr.
Kubacki 5,750; Mr. Weinert 1,650; Mr. Thistle 2,750; Mr. Tomenson 1,650; Dr.
Schaffer 1,750; and Mr. Connick 1,650. |
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Includes 89,832 shares held by Mr. Weinert as trustee under the Fred J. Weinert,
Jr. Revocable Insurance Trust u/t/a dated May 17, 1982. |
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(11) |
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Includes 354,628 shares which the executive officers and directors had the right to
acquire within 60 days pursuant to the exercise of options, and 15,200 shares which were
issuable to the executive officers and directors within 60 days pursuant to the vesting
of stock unit awards. |
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on its review of copies of reports filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or written representations from
persons required to file such reports (Reporting Persons), except as described below, the Company
believes that all such filings required to be made by such Reporting Persons with respect to fiscal
year 2007 were timely made in accordance with the requirements of the Exchange Act.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Companys Audit Committee has approved BDO Seidman, LLP as the Companys independent
registered public accounting firm for fiscal year 2008. Notwithstanding such approval, the Audit
Committee in its discretion may direct the appointment of a different firm at any time during the
year if it determines that such a change would be in the best interests of the Company and its
stockholders. Representatives of BDO Seidman, LLP will be available at the Annual Meeting to
respond to questions.
18
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2009 Annual Meeting of Stockholders
must comply with Rule 14a-8 of the Securities and Exchange Commission issued under the Securities
Exchange Act of 1934, and must be received at the principal executive offices of the Company not
later than December 3, 2008.
OTHER MATTERS
The Board of Directors knows of no other matters which may come before the Annual Meeting.
However, if any matter not now known is presented at the Annual Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote said proxy in accordance with their
judgment on such matter.
The Company will bear the cost of solicitation of proxies. Solicitations of proxies by mail
may be followed by telephone or other personal solicitation of certain stockholders by officers or
other employees of the Company.
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By order of the Board of Directors, |
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EDWARD S. BREWER, JR., |
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Secretary |
April 3, 2008
19
PSYCHEMEDICS
CORPORATION
[CARD]
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. þ
Annual Meeting Proxy Card
(A) |
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Election of Directors |
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The Board of Directors recommends a vote FOR all the nominees listed. |
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(01) Raymond C. Kubacki, Jr. (02) Harry F. Connick (03) Walter S. Tomenson, Jr. (04) Fred J. Weinert |
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o Mark here to vote FOR all nominees |
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o Mark here to WITHHOLD vote from all nominees |
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o For all EXCEPT To withhold a vote with respect to one or more nominees, mark
the box to the left and the corresponding numbered box(es) to the right. |
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(01)
o
(02)
o (03)
o (04)
o |
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(B) |
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Non-Voting Items |
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Change of Address Please print your new address below. |
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Comments- Please print your comments below. |
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(C) |
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Authorized Signatures This section must be completed for your vote to be counted. Date
and Sign Below. |
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian,
please give full title. |
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Date:
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Signature 1:
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Signature 2: |
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Dear Stockholder:
Please
take note of the important information enclosed with this Proxy
Ballot.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares will be voted.
Then sign the card and return your proxy in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May 15, 2008.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Psychemedics Corporation
Proxy Psychemedics Corporation
PROXY FOR 2008 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2008
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Raymond C. Kubacki, Jr. attorney of the undersigned (with
full power of substitution), to vote for and in the name of the undersigned, at the 2008
Annual Meeting of Stockholders of Psychemedics Corporation (the Company) to be held on
Thursday, May 15, 2008 at 3:00 p.m. at the Seaport Hotel, 200 Seaport Boulevard, Boston, MA
02210 and any adjournments thereof, according to the number of shares and as fully as the
undersigned would be entitled to vote if personally present.
Without limiting the general authorization hereby given, said proxy is instructed to vote or
act as follows on the proposal set forth in the Companys Proxy Statement dated April 3,
2008 and on such other matters as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR each of the nominees
listed on proposal A set forth on the reverse side.
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.