þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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: |
1. | Who is asking for my vote and why am I receiving this document? | |
The Board asks that you vote on the matters listed in the Notice of Annual Meeting, which are more fully described in this Proxy Statement. We are providing this Proxy Statement and related proxy card to our shareholders in connection with the solicitation by the Board of proxies to be voted at the Meeting. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions. | ||
2. | Who is entitled to vote? | |
Only holders of record of outstanding shares of our common stock (the Common Stock) at the close of business on December 5, 2007, are entitled to notice of and to vote at the Meeting. At the close of business on December 5, 2007, there were 27,800,740 outstanding shares of Common Stock. Each share of Common Stock is entitled to one vote. | ||
3. | What is a proxy? | |
A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document is called a proxy or a proxy card. Ms. Rhonda M. Figueroa and Mr. Laurence M. Downes have been designated as proxies or proxy holders for the Meeting. Proxies properly executed and received by our Corporate Secretary prior to the Meeting and not revoked will be voted in accordance with the terms thereof. | ||
4. | What is a voting instruction? | |
A voting instruction is the instruction form you receive from your bank, broker or its nominee if you hold your shares of Common Stock in street name. The instruction form instructs you how to direct your bank, broker or its nominee, as record holder, to vote your shares of Common Stock. |
5. | What am I voting on? | |
You will be voting on each of the following items of business: | ||
The election of three directors for terms expiring
in 2011;
|
||
The ratification of the appointment by the Audit
Committee of Deloitte & Touche LLP as our independent
registered public accounting firm for the fiscal year ending
September 30, 2008; and
|
||
Any other business that may properly come before the
Meeting or any adjournments or postponements thereof.
|
||
6. | How many votes must be present to hold the Meeting? | |
In order for the meeting to be conducted, a majority of the outstanding shares of Common Stock as of the record date must be present in person or represented by proxy at the meeting. This is referred to as a quorum. Abstentions, withheld votes and shares of record held by a broker or its nominee (broker shares) that are voted on any matter are included in determining the existence of a quorum. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present. | ||
7. | What vote is needed to elect the three directors? | |
The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of Common Stock voted in the election of directors. | ||
8. | What vote is needed to ratify the appointment by the Audit Committee of Deloitte & Touche LLP? | |
The ratification of the appointment by the Audit Committee of Deloitte & Touche LLP requires that the votes cast in favor of the ratification exceed the number of votes cast opposing the ratification. | ||
9. | What are the voting recommendations of the Board? | |
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED NOMINEES FOR THE BOARD AND FOR THE RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP. | ||
10. | How do I vote? | |
Registered shareholders (shareholders who hold Common Stock in certificated form as opposed to through a bank, broker, or other nominee) or employees who hold Common Stock through our New Jersey Resources Employees Retirement Savings Plan (401(k) Plan) may vote in person at the Meeting or by proxy. Registered shareholders and employees who own Common Stock through our 401(k) Plan have three ways to vote by proxy: | ||
By mail complete, properly sign,
date and mail the enclosed proxy card or voting instruction.
|
||
By Internet connect to the
Internet at
http://www.investorvote.com
and follow the instructions included on the enclosed
proxy card or voting instruction.
|
||
By telephone call
1-800-652-VOTE
(8683) and follow the instructions included on the
enclosed proxy card or voting instruction.
|
||
Registered shareholders and participants in plans holding shares of Common Stock are urged to deliver proxies and voting instructions by calling the toll-free telephone number, by using the Internet or by completing and mailing the enclosed proxy card or voting instruction. The telephone and Internet voting procedures are designed to authenticate shareholders and plan participants identities, to allow shareholders and plan participants to give their proxies or voting instructions and to confirm that such instructions have been recorded properly. Instructions for voting by telephone or over the Internet are set forth on the enclosed proxy card and voting instruction. Registered shareholders and plan participants may also send their proxies or voting instructions by completing, signing and dating the enclosed proxy card or voting instruction and returning it as promptly as possible in the enclosed postage-paid envelope. |
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Shareholders who hold Common Stock through banks, brokers or other nominees (street name shareholders) who wish to vote at the Meeting should be provided voting instructions from the institution that holds their shares. If this has not occurred, please contact the institution that holds your shares. Street name shareholders may also be eligible to vote their shares electronically by following the voting instructions provided by the bank, broker or other nominee that holds the shares, using either the toll-free telephone number or the Internet address provided on the voting instruction, or otherwise complete, date and sign the voting instruction and return it promptly in the enclosed pre-paid envelope. | ||
The deadline for voting electronically through the Internet or by telephone is 2:00 a.m., Eastern Standard Time, on January 23, 2008. The deadline for voting electronically through the Internet or by telephone for shareholders who hold Common Stock in our 401(k) Plan is 4:59 p.m. Eastern Standard Time, on January 22, 2008. | ||
11. | Can I attend the Meeting? | |
Yes. The Meeting is open to all holders of our Common Stock as of the record date, December 5, 2007. You may vote by attending the Meeting and voting in person. Even if you plan to attend the Meeting, however, we encourage you to vote your shares by proxy. We will not permit cameras, recording devices and other electronic devices at the Meeting. | ||
12. | How will my shares be voted if I sign, date and return my proxy card or voting instruction card, but do not provide complete voting instructions with respect to each proposal? | |
Shareholders should specify their choice for each matter on the enclosed proxy. The proxies solicited by this Proxy Statement vest in the proxy holders voting rights with respect to the election of directors (unless the shareholder marks the proxy to withhold that authority) and on all other matters voted upon at the Meeting. | ||
Unless otherwise directed in the enclosed proxy card, the persons named as proxies therein will vote all properly executed, returned and not revoked proxy cards or voting instruction cards (1) FOR the election of the three director nominees listed thereon and (2) FOR the proposal to ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2008, with the following two exceptions: | ||
shares of Common Stock held in our 401(k) Plan for
which no direction is provided on a properly executed, returned
and not revoked voting instruction card will be voted
proportionately in the same manner as those shares held in our
401(k) Plan for which timely and valid voting instructions are
received with respect to such proposals, and
|
||
shares of Common Stock held in our 401(k) Plan for
which timely and valid voting instructions are not received will
be considered to have been designated to be voted by the trustee
proportionately in the same manner as those shares held in our
401(k) Plan for which timely and valid voting instructions are
received.
|
||
As to any other business that may properly come before the Meeting, the persons named in the enclosed proxy card or voting instruction will vote the shares of Common Stock represented by the proxy in the manner as the Board may recommend, or otherwise in the proxy holders discretion. The Board does not presently know of any other such business. | ||
13. | How will my shares be voted if I do not return my proxy card or my voting instruction? | |
It will depend on how your ownership of shares of Common Stock is registered. If you own your shares as a registered holder, which means that your shares of Common Stock are registered in your name, your unvoted shares will not be represented at the Meeting and will not count toward the quorum requirement, as explained under How many votes must be present to hold the Meeting above, unless you attend the Meeting to vote them in person. | ||
If you own your shares of Common Stock in street name, which means that your shares are registered in the name of your bank, broker or its nominee, your shares may be voted even if you do not provide your bank, broker or other nominee with voting instructions. Under the rules of the New York Stock Exchange, or NYSE, your bank, broker or other nominee may vote your shares in its discretion on routine matters. The rules of the |
3
NYSE, however, do not permit your broker to vote your shares on proposals that are not considered routine. When a proposal is not a routine matter and your bank, broker or other nominee has not received your voting instructions with respect to such proposal, your bank, broker or other nominee cannot vote your shares on that proposal. When a bank, broker or other nominee does not cast a vote for a routine or a non-routine matter, it is called a broker non-vote. | ||
Based on the rules of the NYSE, we believe that the election of directors and the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP are routine matters for which brokerage firms may vote on behalf of their clients if no voting instructions are provided. Therefore, if you are a shareholder whose shares of Common Stock are held in street name with a bank, broker or other nominee and you do not return your voting instruction card, your bank, broker or other nominee may vote your shares (1) FOR the election of the three director nominees named in the Proxy Statement and (2) FOR the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm. | ||
14. | How are abstentions and broker non-votes counted? | |
For purposes of determining the votes cast with respect to any matter presented for consideration at the Meeting, only those votes cast for or against are included. As described above, where brokers do not have discretion to vote or do not exercise such discretion, the inability or failure to vote is referred to as a broker non-vote. Proxies marked as abstaining, and any proxies returned by brokers as non-votes on behalf of shares held in street name because beneficial owners discretion has been withheld as to one or more matters to be acted upon at the Meeting, will be treated as present for purposes of determining whether a quorum is present at the Meeting. Broker non-votes and withheld votes will not be included in the vote total for the proposal to elect the nominees for director and will not affect the outcome of the vote for this proposal. In addition, under New Jersey law and the rules of the NYSE, abstentions are not counted as votes cast on a proposal. Therefore, abstentions and broker non-votes will not count either in favor of or against the ratification of the appointment of Deloitte & Touche LLP. | ||
15. | What if I change my mind after I vote? | |
Whether you vote by telephone, Internet or by mail, you may later change or revoke your proxy at any time before it is exercised by (i) submitting a properly signed proxy with a later date, (ii) voting by telephone or the Internet at a later time or (iii) voting in person at the Meeting. See the enclosed proxy card for instructions. Attendance at the Meeting will not by itself revoke a previously granted proxy. | ||
If you are a shareholder whose stock is held in street name with a bank, broker or other nominee, you must follow the instructions found on the voting instruction card provided by the bank, broker or other nominee, or contact your bank, broker or other nominee in order to change or revoke your previously given proxy. | ||
16. | Who pays the cost of proxy solicitation? | |
All expenses of soliciting proxies, including clerical work, printing and postage will be paid by us. Proxies may be solicited personally or by mail, telephone, facsimile or Internet, by our officers and other regular employees, but we will not pay any compensation for such solicitations. In addition, we have agreed to pay The Altman Group, Inc. a fee of $5,500, plus reasonable expenses, for proxy solicitation services. We will also reimburse banks, brokers and other persons holding shares in their names or in the names of nominees for their expenses for sending material to beneficial owners and obtaining proxies from beneficial owners. | ||
17. | Could other matters be decided in the Meeting? | |
The Board does not know of any other business that may be brought before the Meeting. However, if any other matters should properly come before the Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote on such matters as they, in their discretion, may determine. |
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18. | How do I make a shareholder proposal for the fiscal year 2008 Annual Meeting of Shareholders occurring in 2009? | |
We must receive proposals from shareholders intended to be presented at the fiscal year 2008 Annual Meeting of Shareholders occurring in 2009 on or before August 23, 2008, to be considered for inclusion in our Proxy Statement and for consideration at that meeting. Shareholders submitting such proposals are required to be the beneficial owners of shares of the Common Stock amounting to at least $2,000 in market value and to have held such shares for at least one year prior to the date of submission. | ||
Our By-Laws also set forth the procedures a shareholder must follow to nominate directors or to bring other business before shareholder meetings. For a shareholder to nominate a candidate for director at the fiscal year 2008 Annual Meeting of Shareholders occurring in 2009, we must receive notice of the nomination no later than by November 9, 2008. The notice must describe various matters regarding the nominee, including name, address, occupation and shares held. (See INFORMATION ABOUT THE BOARDS COMMITTEES Nominating/Corporate Governance Committee for more information regarding the director nomination process.) Additionally, under our By-Laws, for a shareholder to bring other matters before the fiscal year 2008 Annual Meeting of Shareholders occurring in 2009, we must receive notice no later than November 9, 2008. The notice must include a description of the proposed business, the reasons therefor and other matters specified in our By-Laws. In each case, the notice must be timely given to our Corporate Secretary, whose address is Office of the Corporate Secretary, 1415 Wyckoff Road, Wall, New Jersey 07719. A copy of the By-laws is available free of charge on our website at http://investor.njresources.com under the caption Corporate Governance. A printed copy is available free of charge to any shareholder who requests it by contacting the Corporate Secretary in writing at Office of the Corporate Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, NJ 07719. |
5
Number of |
Percent of |
|||||||
Name and Address of Beneficial Owners
|
Shares | Class(1) | ||||||
Barclays Global Investors, NA
45 Fremont Street San Francisco, CA 94105 |
1,504,955 | (2) | 5.4 | % |
(1) | The percentage shown in the table is based on 27,800,740 shares of Common Stock outstanding on December 5, 2007. | |
(2) | As reported on a Schedule 13G filed with the Securities and Exchange Commission (the SEC) on January 23, 2007. The Schedule 13G indicates that Barclays Global Investors, NA, acting as a bank, reported that it held sole voting power over 465,128 shares of Common Stock and sole dispositive power over 593,049 shares of Common Stock; Barclays Global Fund Advisors, acting as an investment adviser, reported that it held sole voting and dispositive power over 894,218 shares of Common Stock and Barclays Global Investors, LTD, acting as a bank, reported that it held sole voting and dispositive power over 17,688 shares of Common Stock. The Schedule 13G states that the shares of Common Stock reported are held by the reporting persons in trust accounts for the economic benefit of the beneficiaries of those accounts. |
6
Amount and |
||||
Nature of |
||||
Beneficial |
||||
Name
|
Ownership(1)(2)(3)(4) | |||
Nina Aversano
|
24,540 | |||
Lawrence R. Codey
|
9,503 | |||
Laurence M. Downes
|
136,813 | (5) | ||
Mariellen Dugan
|
7,591 | |||
Kathleen T. Ellis
|
20,160 | |||
M. William Howard, Jr.
|
1,867 | |||
Jane M. Kenny
|
1,147 | |||
Alfred C. Koeppe
|
8,301 | |||
Glenn C. Lockwood
|
86,198 | |||
Joseph P. Shields
|
87,827 | (6) | ||
J. Terry Strange
|
11,192 | |||
David A. Trice
|
9,043 | |||
William H. Turner
|
23,107 | |||
Gary W. Wolf
|
19,093 | |||
George R. Zoffinger
|
48,904 | (7) | ||
All Directors and Executive Officers as a Group (24 Persons)
|
568,586 | (8) |
(1) | Information as to the amount and nature of beneficial ownership not within our knowledge has been furnished by each individual. | |
(2) | Includes shares subject to currently exercisable options or any options exercisable within the next 60 days, as follows: Ms. Aversano 18,750 options; Mr. Codey 4,500 options; Mr. Downes 39,000 options; Ms. Dugan 4,500 options; Ms. Ellis 16,500 options; Mr. Koeppe 5,500 options; Mr. Lockwood 59,500 options; Mr. Shields 70,375 options; Mr. Strange 8,000 options; Mr. Trice 1,000 options; Mr. Turner 14,250 options; Mr. Wolf 3,000 options; Mr. Zoffinger 12,750 options and all directors and executive officers as a group 295,630 options. | |
(3) | This column lists voting securities, including restricted stock held by the executive officers over which they have sole voting power but no investment power. Otherwise, except to the extent noted below, each director or executive officer has sole voting and investment power over the shares reported. Includes shares of restricted stock held by the executive officers over which they have sole voting power, but no investment power, as follows: Mr. Downes 10,605 shares; Mr. Shields 4,286 shares; Ms. Ellis 2,879 shares; Mr. Lockwood 2,719 shares; Ms. Dugan 2,282 shares, and all directors and executive officers as a group 34,908 shares. | |
(4) | Includes deferred shares of Common Stock held by the directors and executive officers pursuant to the Directors Deferred Compensation Plan or the Officers Deferred Compensation Plan over which they have sole voting power but no investment power, as follows: Ms. Aversano 1,326 shares; Mr. Codey 3,677 shares; Mr. Downes 41,437 shares; Mr. Lockwood 16,121 shares; Mr. Shields 9,676 shares; Mr. Strange 2,756 shares; Mr. Trice 4,325 shares; Mr. Turner 7,807 shares; Mr. Wolf 9,494 shares; Mr. Zoffinger 14,002 shares and all directors and executive officers as a group 117,503 shares. |
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(5) | Includes 184 shares of Common Stock held by Mr. Downes as custodian for the benefit of a relative. | |
(6) | Includes 20 shares of Common Stock held by Mr. Shields as custodian for the benefit of a relative. | |
(7) | Includes 300 shares of Common Stock owned by Mr. Zoffingers wife and 450 shares of Common Stock held by Mr. Zoffinger as custodian for the benefit of a relative, all as to which Mr. Zoffinger disclaims beneficial ownership. | |
(8) | Includes (a) 1,012 shares of Common Stock indirectly owned by certain of the directors and executive officers as a group, (b) 117,503 deferred shares of Common Stock held by certain of the directors and executive officers pursuant to the Directors Deferred Compensation Plan or the Officers Deferred Compensation Plan over which they have sole voting power but no investment power and (c) 34,908 shares of restricted stock held by certain of the executive officers over which they have sole voting power but no investment power. |
Number of |
||||||||||||
Securities to |
Number of |
|||||||||||
be Issued |
Weighted Average |
Securities Remaining |
||||||||||
Upon Exercise |
Exercise Price |
Available for |
||||||||||
of Outstanding |
of Outstanding |
Future Issuance |
||||||||||
Options, Warrants |
Options, Warrants |
Under Equity |
||||||||||
Plan Category
|
and Rights(1) | and Rights | Compensation Plans(2) | |||||||||
Equity Compensation Plans Approved by Shareholders
|
468,554 | $ | 35.65 | 1,406,325 | ||||||||
Equity Compensation Plans Not Approved by Shareholders(3)
|
| | | |||||||||
Total
|
468,554 | $ | 35.65 | 1,406,325 |
(1) | There are no outstanding warrants or rights. | |
(2) | Amounts exclude any securities to be issued upon exercise of outstanding options. | |
(3) | We do not have any equity compensation plans that have not been approved by shareholders. |
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Name, Period |
||
Served as |
||
Director and Age
|
Business Experience During Past Five Years and Other
Affiliations
|
|
Nina Aversano Director since 1998 Age 62 |
President and CEO, Aversano Consulting, LLC, providing consulting services to companies in the telecommunications industry since June 2002; Advisor and Executive Vice President, Worldwide Field Operations, Apogee Networks, a content building and service creation software company, from May 2001 through March 2002; President, North America Global Service Provider Division, Lucent Technologies, a designer, developer and manufacturer of telecommunications systems, software and products, from 1993 to December 2000, formerly AT&T Network Systems Division; Member of the Board of Advisors and Adjunct Professor of Management, The Peter J. Tobin College of Business, St. Johns University; Executive Faculty Member, The Katz School of Business, University of Pittsburgh. | |
Jane M. Kenny Director since 2006 Age 56 |
Senior Vice President, The Whitman Strategy Group, a consulting firm specializing in governmental relations and environmental and energy issues, since January 2005; Regional Administrator of the U.S. Environmental Protection Agency (the EPA), overseeing the federal agencys work in New York, New Jersey, Puerto Rico, and the Virgin Islands, from November 2001 to December 2004; Commissioner of New Jersey Department of Community Affairs from May 1996 to November 2001; Trustee, NJ Future; Trustee, The New Jersey Sustainable State Institute. | |
David A. Trice Director since 2004 Age 59 |
Chairman since September 2004, President and CEO since 2000, President and Chief Operating Officer from 1999 to 2000 and Vice President Finance and International from 1997 to 1999, Newfield Exploration Company, an independent crude oil and natural gas exploration and production company; Director, Hornbeck Offshore Services, Inc., an operator of tugs and tank barges that transport crude and refined petroleum products and supply vessels that support offshore oil and gas drilling and production; Director, Grant Prideco, Inc., a manufacturer and supplier of oilfield products and provider of high-performance connections and tubular products; Trustee, Houston Museum of Natural Science; Chairman, American Exploration & Production Council. |
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Name, Period |
||
Served as |
||
Director and Age
|
Business Experience During Past Five Years and Other
Affiliations
|
|
Lawrence R. Codey Director since 2000 Age 63 |
Retired. President and Chief Operating Officer, Public Service Electric & Gas Company from September 1991 through February 2000; Director, United Water Resources, Inc., a utility holding company with subsidiaries providing water and wastewater services; Director, Horizon Blue Cross Blue Shield of New Jersey, a health care insurance provider; Director, Sealed Air Corporation, a manufacturer and seller of food and specialty packaging materials and systems. | |
Laurence M. Downes Director since 1995 Age 50 |
Chairman of the Board of Directors of the Company since September 1996 and President and Chief Executive Officer since July 1995; Director and past Chairman, American Gas Association; Member, Natural Gas Council; Trustee, American Gas Foundation; Chairman, New Jersey Commission on Higher Education; Member, Board of Directors and Chairman of Audit Committee, New Jersey Schools Development Authority; Member, Governors Economic Growth Council; Member, Center for Energy Workforce Development; Chairman of Finance Council, Catholic Diocese of Trenton; Trustee, Iona College. | |
Alfred C. Koeppe Director since 2003 Age 61 |
President and Chief Executive Officer, Newark Alliance, a non-profit organization whose mission is to improve the City of Newark, New Jersey, since October 2003; President and Chief Operating Officer from March 2000 to October 2003 and Senior Vice President Corporate Services from 1996 to 2000, Public Service Electric & Gas Company; CEO, Bell Atlantic New Jersey from 1990 to 1995; Director, Horizon Blue Cross Blue Shield of New Jersey; Member of the Board of Governors of the National Conference for Community and Justice. | |
William H. Turner Director since 2000 Age 67 |
Chairman, International College since 1985; Dean of the College of Business at Stony Brook University, Stony Brook, New York, from January 2004 to November 2007; Senior Partner, Summus Limited, a consulting firm specializing in the financial services industry, from September 2002 to January 2004; Chairman from September 1999 to September 2002, and President from August 1997 to September 2002 PNC Bank, N.A., New Jersey and Northeast Region, and retired as Vice Chairman and Director, Chase Bank in 1996; Director, Ameriprise Financial, a financial services company; Director, Franklin Electronic Publishers, an electronics reference products company; Director, Standard Motor Products, Inc., an automotive replacement parts company; Director, Volt Information Sciences, Inc., a staffing services, telecommunications and information solutions company; Trustee, NJN Foundation; Trustee, Trinity College. |
Name, Period |
||
Served as |
||
Director and Age
|
Business Experience During Past Five Years and Other
Affiliations
|
|
M. William Howard, Jr. Director since 2005 Age 61 |
Pastor of Bethany Baptist Church, Newark, New Jersey, since 2000; President, New York Theological Seminary from 1992 to 2000; Chairman, Rutgers University Board of Governors; Founding Member and Board Secretary, Newark Community Foundation; 2006-07 Chair of the New Jersey Death Penalty Study Commission; Chair of Newark Mayor Cory Bookers Transition Team in 2005; Trustee, Southern Vermont Art Center. | |
J. Terry Strange Director since 2003 Age 63 |
Retired. Vice Chair and Managing Partner of U.S. Audit Practice from 1996 to 2002 and Global Managing Partner of Audit Practice from 1998 to 2002, KPMG LLP, an independent accounting firm; Director, Compass Bancshares, a financial institution; Director, Bearing Point, a business consulting, systems integration and managed services firm; Director, Newfield Exploration Company, an independent crude oil and natural gas exploration and production company; Director, Group 1 Automotive, Inc., a specialty retailer with automobile dealer franchises, collision service centers, financing, insurance and service contracts. |
10
Name, Period |
||
Served as |
||
Director and Age
|
Business Experience During Past Five Years and Other
Affiliations
|
|
George R. Zoffinger Director since 1996 Age 59 |
Retired. President and CEO, New Jersey Sports & Exposition Authority from March 2002 to November 2007; President & CEO, Constellation Capital Corp., from March 1998 to March 2002, a financial services company; Director, Virgin Media, Inc., a United Kingdom media company; Director, New Brunswick Development Corporation, a not-for-profit urban real estate development company; Member of the Rutgers University Board of Governors. |
| the director has directly or indirectly received any compensation, during any twelve-month period within the last three years, other than Board or committee meeting fees from us, or the director is our employee or has an immediate family member who is one of our executive officers; | |
| the director is a partner in, or controlling shareholder or executive officer of, any organization to which we or any of our subsidiaries have made, or from which we or any of our subsidiaries have received, payments in any material amount or otherwise has a material relationship. For clarification, the following are examples of material relationships which would render the director not independent: (i) the member of the Board or an immediate family member is a current partner of a firm that is our internal or external auditor; (ii) the member of the Board is a current employee of such a firm; (iii) the member of the Board has an immediate family member who is a current employee of such a firm and who participates in the firms audit, assurance or tax compliance (but not tax planning) practice; (iv) the member of the Board or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally |
11
| the director had a relationship listed under either of the two paragraphs above during the past three years which would have prevented that person from being an independent member of the Board at that time. |
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14
15
16
17
Change in |
||||||||||||||||||||||||||||
Pension Value |
||||||||||||||||||||||||||||
Fees |
and Non- |
|||||||||||||||||||||||||||
Earned or |
Non-Equity |
Qualified |
||||||||||||||||||||||||||
Paid in |
Stock |
Option |
Incentive Plan |
Deferred |
All Other |
|||||||||||||||||||||||
Cash(1) |
Awards (2) |
Awards (3) |
Compensation |
Compensation |
Compensation(4) |
Total |
||||||||||||||||||||||
Name |
($) |
($) |
($) |
($) |
Earnings |
($) |
($) |
|||||||||||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
Nina Aversano
|
73,750 | 37,452 | | | 3,738 | (6) | 2,079 | 117,019 | ||||||||||||||||||||
Lawrence R. Codey
|
90,277 | 37,452 | | | | 2,079 | 129,808 | |||||||||||||||||||||
M. William Howard, Jr.
|
52,000 | 37,452 | | | | 79 | 89,531 | |||||||||||||||||||||
Jane M. Kenny
|
50,500 | 44,580 | | | | 79 | 95,159 | |||||||||||||||||||||
Alfred C. Koeppe
|
83,250 | 37,452 | 4,060 | | | 79 | 124,841 | |||||||||||||||||||||
Dorothy K. Light(5)
|
12,667 | 11,245 | | | | 229 | 24,141 | |||||||||||||||||||||
J. Terry Strange
|
76,000 | 37,452 | 3,880 | | | 79 | 117,411 | |||||||||||||||||||||
David A. Trice
|
63,750 | 37,452 | 3,820 | | | 79 | 105,101 | |||||||||||||||||||||
William H. Turner
|
58,243 | 37,452 | | | | 79 | 95,774 | |||||||||||||||||||||
Gary W. Wolf
|
72,000 | 37,452 | | | | 79 | 109,531 | |||||||||||||||||||||
George R. Zoffinger
|
60,000 | 37,452 | | | 14,297 | (7) | 79 | 111,828 |
(1) | This column reports the amount of cash compensation earned in fiscal year 2007 for Board and committee service. For fiscal year 2007, each nonemployee director received an annual cash retainer of $25,000. | |
(2) | Amounts shown represent the dollar amounts of the expense recognized in fiscal year 2007 for financial statement reporting purposes in accordance with Statement of Financial Accounting Standards No. 123(R), Share-Based Payments (SFAS 123(R)) (excluding estimates for forfeitures related to service-based vesting conditions) of the annual retainer of 800 shares paid to each director in January of each year in accordance with SFAS 123(R) and, accordingly, include amounts from awards granted in and prior to fiscal year 2007. Three months of expense for the retainer for fiscal year 2006 paid in January 2006 and nine months of expense for fiscal year 2007 paid in January 2007 are included because our fiscal year ends on September 30 of each year. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that will be recognized by each of the nonemployee directors. | |
(3) | Amounts shown represent the dollar amounts of the expense recognized in fiscal year 2007 for financial statement reporting purposes in accordance with SFAS 123(R) (excluding estimates for forfeitures related to service-based vesting conditions) of stock options previously granted to the directors. The fair value was estimated using the Black-Scholes option pricing model in accordance with SFAS 123(R). We ceased granting options to directors in fiscal year 2004. The assumptions used in the calculation of these award amounts are included in Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2007, and incorporated by reference into this Proxy Statement. | |
(4) | Amounts in this column do not represent compensation paid to the directors. These amounts comprise (a) our matching contributions of the nonmanagement directors charitable donations to eligible organizations, up to a $2,000 maximum per donor, made in fiscal year 2007 as part of our overall support of charitable organizations under our Matching Gift Program for the Board of Directors and (b) premiums we paid in fiscal |
18
year 2007 for a Directors and Officers Travel Insurance Policy in the amount of $78.58 per director. SEC rules require disclosure of these amounts in this table. |
(5) | Ms. Light retired from the Board at the fiscal year 2006 Annual Meeting held on January 24, 2007. | |
(6) | Includes $2,600.57 contributed by us in fiscal year 2007 as we guarantee a return on directors deferred compensation of the federal Prime Rate plus 2.0 percent. | |
(7) | Includes $9.946.98 contributed by us in fiscal year 2007 as we guarantee a return on directors deferred compensation of the federal Prime Rate plus 2.0 percent. | |
(8) | The aggregate number of stock options held by each nonemployee director and the aggregate number of shares of Common Stock held by each nonemployee director (including deferred stock) as of September 30, 2007, was as follows: |
Directors
|
Number of Options | Common Stock | ||||||
Nina Aversano
|
18,750 | 5,790 | ||||||
Lawrence R. Codey
|
4,500 | 5,003 | ||||||
M. William Howard, Jr.
|
| 1,867 | ||||||
Jane M. Kenny
|
| 1,147 | ||||||
Alfred C. Koeppe
|
6,500 | 2,801 | ||||||
J. Terry Strange
|
8,000 | 3,192 | ||||||
David A. Trice
|
3,000 | 8,043 | ||||||
William H. Turner
|
14,250 | 8,857 | ||||||
Gary W. Wolf
|
3,000 | 16,093 | ||||||
George R. Zoffinger
|
12,750 | 36,154 | * |
* | Includes 300 shares of Common Stock owned by Mr. Zoffingers wife and 450 shares of Common Stock held by Mr. Zoffinger as custodian for the benefit of a relative, all as to which Mr. Zoffinger disclaims beneficial ownership. |
19
| our executive compensation and benefits should attract, motivate, reward and retain the management talent necessary to achieve our business objectives, at compensation levels that are fair, equitable, and competitive with those of comparable companies; | |
| compensation should be set based on the leadership of each executive officer, which is based on skill, experience and achievement, taking into account market rates; | |
| compensation should also be based on the results of each executive officers Commitment to Stakeholders key performance measures including measures for Safe, Reliable and Competitively Priced Service, Customer Service, Growth, Quality, Corporate Citizenship and Superior Return. | |
| compensation should be linked to individual and corporate performance by aligning our executive compensation program to company-wide performance, which is defined in terms of financial performance and increases in shareholder value; and | |
| there should be an appropriate mix and weighting between base salary, annual cash incentive awards and long-term equity incentive awards such that an adequate amount of each executive officers total compensation is performance-based or at risk. Further, as an executives responsibilities increase, the portion of at risk compensation for the executive should increase as a percentage of total compensation. |
| approved a new Officer Incentive Plan for fiscal year 2007, which we refer to as the 2007 OIP, relating to annual cash incentive awards, | |
| adopted a new long-term equity incentive program with the ability to make performance share awards and restricted stock awards and suspended the use of stock option awards for fiscal year 2007, | |
| modified the terms of certain agreements with executive officers providing for rights upon a change of control, and | |
| modified executive share ownership goals. |
20
How this Element |
||||
Promotes Company |
||||
Element of Compensation
|
Description
|
Objectives
|
||
Annual Compensation:
|
||||
Base Salary
|
Fixed annual compensation that is certain in payment and provides continuous income. | Aids in both recruitment and retention; designed to be competitive in the marketplace. | ||
Annual Cash Incentive Awards
|
Performance-based compensation for achieving pre-set annual goals based on adjusted net financial earnings, individual leadership and our Commitment to Stakeholders. | Motivates and rewards achievement of annual corporate objectives by providing at-risk, comprehensive pay opportunities linked to individual and company performance. | ||
Long-term Compensation:
|
||||
Performance Unit/Share Awards
|
Grants of shares or units which are payable in Common Stock and based on relative Total Shareholder Return (TSR) performance. The most recently granted performance unit awards granted in fiscal year 2005 vested in part on September 30, 2007, based upon our TSR performance compared to a peer group at the end of a 30-month performance period. | Increases long-term equity ownership and provides strong incentives to executives by aligning a portion of their compensation to the future value of our Common Stock. | ||
Restricted Stock Awards
|
Grants of our Common Stock that are based on special recognition and superior performance; ratable vesting over a specified period. | Promotes retention, increases long-term equity ownership and provides strong incentives to executives by aligning a portion of their compensation to the future value of our stock. | ||
Other Compensation Elements:
|
||||
Retirement Benefits
|
Qualified and non-qualified defined benefit and defined contribution plans providing for the partial replacement of annual compensation upon retirement. | Provides basic retirement benefits through programs that are competitive in the marketplace. | ||
Deferred Compensation
|
Opportunity to defer receipt of specified portions of compensation and to have such deferred amounts treated as if invested in specified investment vehicles. | Encourages executive retention at minimal cost to us. |
21
How this Element |
||||
Promotes Company |
||||
Element of Compensation
|
Description
|
Objectives
|
||
Severance Payments and Benefits (including after a change in
control)
|
Payments and benefits upon termination of an executives employment in specified circumstances. | Provides assurance of financial security which is desirable in lateral recruiting and executive retention and permits objective evaluation by executives of potential changes to our strategy and structure. | ||
Other Benefits
|
Executives participate in employee benefit plans generally available to our employees, including our Employees Retirement Savings Plan (401(k) Plan) medical, health, dental, life, accidental death and dismemberment, travel and accident and long-term disability insurance; other certain perquisites. | Fair and competitive programs to provide family protection, facilitate recruitment and retention and are part of our broad-based total compensation. |
22
AGL Resources Inc. Atmos Energy Corporation Laclede Group Inc. Nicor Inc. |
Northwest Natural Gas Co. Peoples Energy Corporation Piedmont Natural Gas Co., Inc. South Jersey Industries, Inc. |
Southwest Gas Corporation Vectren Corporation WGL Holdings, Inc. |
23
Target Annual Cash |
Target Total Long-Term |
Target Total Direct |
||||||||||||||
Name
|
Salary | Incentive Amount | Equity Incentive Value* | Remuneration | ||||||||||||
Laurence M. Downes
|
$ | 650,000 | $ | 650,000 | $ | 800,000 | $ | 2,100,000 | ||||||||
Glenn C. Lockwood
|
240,000 | 108,000 | 340,000 | 688,000 | ||||||||||||
Joseph P. Shields
|
300,000 | 135,000 | 405,000 | 840,000 | ||||||||||||
Kathleen T. Ellis
|
225,000 | 101,250 | 350,000 | 676,250 | ||||||||||||
Mariellen Dugan
|
220,000 | 99,000 | 330,000 | 649,000 |
* | Represents full grant date fair market value of restricted stock award calculated in accordance with FAS 123(R). Also represents full grant date fair market value of target number of performance shares which were not actually granted in fiscal year 2007. For more information regarding the grant of performance shares in fiscal year 2008, please see Long-term Equity Incentive Awards Performance Share Awards below. |
24
Percent of Targeted Payout |
||||
Performance as a Percent of Adjusted |
Amount for ANFE |
|||
Net Financial Earnings (ANFE) Target
|
Component | |||
Less Than 90%
|
0 | % | ||
90% (threshold)
|
50 | % | ||
100% (target) ($80.5 million)
|
100 | % | ||
110%
|
150 | % |
| achievement of the goals and objectives enumerated in our fiscal year 2007 business and financial plan; | |
| implementation of the initiatives contained in our Commitment to Stakeholders; |
25
| evaluation of new growth initiatives; | |
| a reasonable conclusion of the management audit of NJNG; | |
| focusing on the continued development of our leadership team; | |
| ensuring continued progress in corporate governance; and | |
| improving our relationships with all key external stakeholders. |
| vision, strategy and innovation; | |
| implementation of the initiatives contained in our Commitment to Stakeholders program; | |
| decision-making and judgment; | |
| breadth of knowledge about our business; | |
| execution and performance of their job responsibilities; | |
| managing their subordinates; and | |
| collaboration and teamwork. |
Percent of Targeted Payout Amount |
||||
Performance as a Percent of |
for Commitment to Stakeholders |
|||
Commitment to Stakeholders Target
|
Target Component | |||
Less Than 80%
|
0 | % | ||
80% (threshold)
|
50 | % | ||
100% (target)
|
100 | % | ||
120%
|
150 | % |
26
Amount Earned |
||||||||||||||||||
as Percent of |
||||||||||||||||||
Total Annual |
||||||||||||||||||
Actual |
Target |
Percent |
Percent of Target |
Component |
Cash Incentive |
|||||||||||||
ANFE
|
ANFE | of Target | Payout Amount | Percentage | Award | |||||||||||||
$93.4 million
|
$80.5 million | 116 | % | 150 | % | 50 | % | 75 | % |
Actual Performance |
||||||||||||||
as a |
Amount Earned as |
|||||||||||||
Percentage of |
Percent of |
Percent of Total |
||||||||||||
Commitment to |
Target Payout |
Component |
Annual Cash |
|||||||||||
Stakeholders Target
|
Amount
|
Percentage
|
Incentive Award
|
|||||||||||
109 | % | 122.5 | % | 20 | % | 24.5 | % |
Name
|
Fiscal Year 2007 Performance Highlights
|
|
Laurence M. Downes
|
Strong financial performance by the
company
|
|
Substantially achieved the goals and
enumerated in the fiscal year 2007 business and financial plan |
||
Implemented the majority of the
initiatives contained in the Commitment to Stakeholders program |
||
Oversaw the reorganization of
NJNGs marketing function
|
||
Oversaw Steckman Ridge investment, which
represents a new growth opportunity for the company
|
||
A reasonable resolution of the
management audit of NJNG
|
||
Focused on continued development of the
leadership team
|
||
Worked as a part of the team that
improved our corporate governance practices
|
||
The company received numerous awards and
distinctions in fiscal year 2007 highlighting the continued
strong relationships with important external stakeholders |
||
Glenn C. Lockwood
|
Successfully completed the
reorganization of the financial area
|
|
Improved financial department operations
|
||
Focused department on compliance with
Sarbanes-Oxley requirements
|
||
Successfully chaired Risk Management
Committee
|
||
Joseph P. Shields
|
Strong financial performance by NJR
Energy Services Company (NJRES)
|
|
Continued team development at NJRES
|
27
Name
|
Fiscal Year 2007 Performance Highlights
|
|
Strong annual Basic Gas Supply Service
savings
|
||
Successful management of equity
investments
|
||
Kathleen T. Ellis
|
Successfully oversaw implementation of
initiatives in regulatory, customer and community relations,
environmental and safety and governmental affairs.
|
|
Oversaw positive positioning of company
through continued improvement in external and internal
communication
|
||
Successfully led Conserve To
Preserve®
program implementation across the company
|
||
Managed remediation efforts and
strengthened relationships with New Jersey Department of
Environmental Protection
|
||
Initiated implementation of a more
rigorous and responsive marketing plan
|
||
Expanded and maintained external
relationships
|
||
Mariellen Dugan
|
Successfully completed the
reorganization of the General Counsels department,
resulting in a significantly enhanced legal capability
|
|
Successfully restructured our
relationships with outside counsel
|
||
Worked with outside counsel to achieve a
successful outcome to certain outstanding litigation | ||
Drafted new and expanded Equal
Employment Opportunity policy
|
||
Worked as a part of the team that
improved our corporate governance practices
|
Amount Earned as |
||||||||||
Percent of Target Payout |
Component |
Percent of Total Annual |
||||||||
Amount
|
Percentage
|
Cash Incentive Award
|
||||||||
150 | % | 30 | % | 45 | % |
Fiscal Year 2007 Annual Cash |
||||
Name
|
Bonus Award Paid ($) | |||
Laurence M. Downes
|
650,000 | |||
Glenn C. Lockwood
|
120,000 | |||
Joseph P. Shields
|
400,000 | |||
Kathleen T. Ellis
|
125,000 | |||
Mariellen Dugan
|
110,000 |
28
| restricted stock, a grant of actual shares subject to a risk of forfeiture and restrictions on transfer, | |
| performance shares or other stock-based performance awards (these include deferred stock or restricted stock awards that may be earned by achieving specific performance objectives), | |
| deferred stock, a contractual commitment to deliver shares at a future date, which may or may not be subject to a risk of forfeiture (forfeitable deferred stock is sometimes called restricted stock units), | |
| enumeration of the business criteria on which an individuals performance goals are to be based, | |
| maximum share grants or awards (or, in the case of incentive awards, the maximum compensation) that can be paid to a participant in the 2007 Plan, | |
| cash-based performance awards tied to achievement of specific performance objectives, | |
| other awards based on Common Stock, | |
| dividend equivalents, | |
| stock options (incentive stock options and nonqualified stock options), | |
| stock appreciation rights, and | |
| shares issuable in lieu of rights to cash compensation. |
| attract, retain, motivate and reward officers, employees, directors, consultants and advisors to the company and our subsidiaries and affiliates; | |
| strengthen our capability to develop, maintain and direct a competent management team; | |
| provide equitable and competitive compensation opportunities; | |
| recognize individual contributions and reward achievement of our goals; and | |
| promote creation of long-term value for shareholders by closely aligning the interests of participants with the interests of shareholders. |
| select long-term equity incentive levels and vehicles that are competitive with members of our comparator group, | |
| distribute shares of Common Stock with meaningful vesting periods to encourage retention of key executives, | |
| link compensation to company performance criteria that is meaningful to shareholders, and | |
| provide flexibility for granting awards. |
29
30
Relative TSR Percentile
|
% of Target Award to Vest | |||
<27th
|
0 | |||
27th (threshold)
|
50% | |||
36th
|
60% | |||
45th
|
70% | |||
55th
|
85% | |||
64th
|
100% | |||
73rd
|
120% | |||
82nd
|
135% | |||
>91st
|
150% |
Number of Shares of |
Grant Date Fair |
|||||||
Name
|
Restricted Stock Granted | Market Value | ||||||
Laurence M. Downes
|
10,370 | $ 496,827 | ||||||
Glenn C. Lockwood
|
2,298 | $ 110,097 | ||||||
Joseph P. Shields
|
4,191 | $ 200,791 | ||||||
Kathleen T. Ellis
|
2,311 | $ 110,720 | ||||||
Mariellen Dugan
|
2,231 | $ 106,887 |
31
32
| Health and dental insurance (portion of costs); | |
| Basic life insurance; |
33
| Long-term disability insurance; | |
| Participation in our 401(k) Plan, including company matching; | |
| Participation in our Non-Represented Plan; and | |
| Matching charitable contributions. |
Nina Aversano
|
David A. Trice, Chair | |
William H. Turner
|
George R. Zoffinger | |
Alfred C. Koeppe
|
34
Change in |
||||||||||||||||||||||||||||||||||||
Pension |
||||||||||||||||||||||||||||||||||||
Value |
||||||||||||||||||||||||||||||||||||
and |
||||||||||||||||||||||||||||||||||||
Non-Equity |
Nonqualified |
|||||||||||||||||||||||||||||||||||
Incentive |
Deferred |
All |
||||||||||||||||||||||||||||||||||
Stock |
Option |
Plan |
Compensation |
Other |
||||||||||||||||||||||||||||||||
Name and Principal |
Salary(1) |
Bonus |
Awards(2) |
Awards(2) |
Compensation (3) |
Earnings(4) |
Compensation(5) |
Total |
||||||||||||||||||||||||||||
Position |
Year |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
|||||||||||||||||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Laurence M. Downes
Chairman, CEO and President |
2007 | 650,000 | | 280,184 | 76,020 | 650,000 | 163,461 | 42,232 | 1,861,897 | |||||||||||||||||||||||||||
Glenn C. Lockwood
Senior Vice President and Chief Financial Officer |
2007 | 237,231 | | 63,370 | 17,910 | 120,000 | 27,539 | 17,060 | 483,110 | |||||||||||||||||||||||||||
Joseph P. Shields
Senior Vice President, Energy Services, New Jersey Natural Gas Company |
2007 | 293,077 | | 110,969 | 29,970 | 400,000 | 82,708 | 18,959 | 935,683 | |||||||||||||||||||||||||||
Kathleen T. Ellis
Senior Vice President, Corporate Affairs |
2007 | 207,750 | 35,000 | (6) | 65,186 | 34,457 | 125,000 | 17,243 | 21,259 | 505,895 | ||||||||||||||||||||||||||
Mariellen Dugan
Vice President and General Counsel |
2007 | 216,538 | 7,500 | (7) | 72,207 | 12,510 | 110,000 | 21,954 | 14,929 | 455,638 |
(1) | Salary amounts include cash compensation earned by each named executive officer during fiscal year 2007, as well as any amounts earned in fiscal year 2007, but contributed under our 401(k) Plan and/or deferred at the election of the named executive officer under our deferred compensation program. For a discussion of the deferred compensation program and amounts deferred by the named executive officers in fiscal year 2007, including earnings on amounts deferred, please see Nonqualified Deferred Compensation starting on page 42 of this Proxy Statement. | |
(2) | The amounts included are the dollar amounts of the expense recognized in fiscal year 2007 for financial statement reporting purposes in accordance with SFAS 123(R) (excluding estimates for forfeitures related to service-based vesting conditions) and, accordingly, include amounts from awards granted in and prior to fiscal year 2007. These amounts reflect our accounting expense for these awards and do not correspond to the actual cash value that will be recognized by each of the named executive officers when received. Assumptions used in the calculation of these award amounts are included in Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2007, and incorporated by reference into this Proxy Statement. Information on individual equity awards granted to the named executive officers in fiscal year 2007 is set forth in the section entitled Grants of Plan Based Awards on page 37 of this Proxy Statement. Information on the vesting of restricted stock in fiscal year 2007 is set forth in the section entitled Option Exercises and Stock Vested on page 40 of this Proxy Statement. | |
(3) | The amounts represent cash awards to the named executive officers under our performance-based annual cash incentive plan for fiscal year 2007, which is discussed in the section entitled Annual Cash Incentive Awards beginning on page 24 of this Proxy Statement. While such amounts were earned for fiscal year 2007 performance, they were not paid to the named executive officers until November 2007. | |
(4) | The amounts shown in this column represents the change in the pension value for the named executive officers. The change in the pension value was calculated using the same actuarial assumptions, with the exception of turnover, retirement, disability and pre-retirement mortality, as used to compute the accumulated benefit |
35
obligations as of September 30, 2007, as stated in our Annual Report on Form 10-K for the year ended September 30, 2007, as filed on December 10, 2007, and as stated in our Annual Report on Form 10-K for the year ended September 30, 2006, as filed on November 22, 2006. These assumptions included an interest rate of 6 percent as of September 30, 2006, and 6.25 percent as of September 30, 2007. The present value of the benefits has been calculated assuming the named executive officers stay in employment until the earliest age the executive could collect a benefit without reduction for early retirement. The assumed age of payment is 60 for Mr. Downes, Mr. Lockwood, Mr. Shields and Ms. Dugan. The assumed age of payment is age 65 for Ms. Ellis. Ms. Ellis will be awarded an additional five years of service upon completion of five years of service. The additional benefit for this service has not been reflected above since it has not yet been accrued. If the service were recognized ratably over the five-year period, the increase in the value of Ms. Ellis benefit would be twice the amount shown. Ms. Dugan was not eligible to participate in the Pension Plan as of September 30, 2006, because she had not completed one year of service. Upon attaining eligibility, she was granted service back to her date of hire. Therefore, the amount shown for Ms. Dugan as change in pension value reflects two years of accruals. |
(5) | The table below reflects the types and dollar amounts of perquisites, additional compensation and other personal benefits provided to the named executive officers during fiscal year 2007. For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us. Each perquisite and personal benefit included in the table below is described in more detail in the narratives immediately following the table: |
Company-Paid |
401(k) Plan |
Charitable |
||||||||||||||||||
Car |
Insurance |
Matching |
Matching |
|||||||||||||||||
Name
|
Allowance ($)(i) | Premiums ($)(ii) | Contribution ($)(iii) | Contribution ($)(iv) | Total ($) | |||||||||||||||
Laurence M. Downes
|
5,365 | 1,327 | 6,750 | 28,790 | 42,232 | |||||||||||||||
Glenn C. Lockwood
|
8,595 | 828 | 6,877 | 760 | 17,060 | |||||||||||||||
Joseph P. Shields
|
8,595 | 1,025 | 8,299 | 1,040 | 18,959 | |||||||||||||||
Kathleen T. Ellis
|
8,595 | 781 | 6,233 | 5,650 | 21,259 | |||||||||||||||
Mariellen Dugan
|
8,595 | 765 | 4,569 | 1,000 | 14,929 |
(i) | We provide a car allowance to certain executive officers, including our named executive officers other than Mr. Downes. The purpose of the car allowance is to make our compensation program competitive with other companies and because cars are predominantly used for business purposes. The amount shown for Mr. Downes represents the portion of the cost of a company-owned automobile used by Mr. Downes that relates to his personal use. | |
(ii) | The amounts listed represent aggregate premiums we paid in fiscal year 2007 for our group life insurance policy and for a Directors and Officers Travel Insurance Policy. | |
(iii) | Each named executive officer is eligible to participate in our 401(k) Plan, which offers them an opportunity to defer income and receive matching contributions from us subject to certain limits. The amounts set forth in the table above represent company contributions under our 401(k) Plan for fiscal year 2007. Information about the 401(k) Plan is set forth in the section entitled Defined Contribution Plan beginning on page 42 of this Proxy Statement. |
(iv) | Each named executive officer is eligible to participate in our matching gifts programs in we match employees contributions to charities and qualified educational institutions. Each of the named executive officers participated in the matching gifts program in amounts equal to or below the maximum amount. |
(6) | This amount represents a special cash bonus paid to Ms. Ellis following the implementation of environmental and regulatory initiatives. | |
(7) | This amount represents a special cash bonus paid to Ms. Dugan following the settlement of a significant litigation matter. |
36
All Other |
||||||||||||||||||||||||||||
Stock |
All Other |
|||||||||||||||||||||||||||
Awards: |
Option |
|||||||||||||||||||||||||||
Number |
Awards: |
Grant Date |
||||||||||||||||||||||||||
of Shares |
Number of |
Fair Value |
||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan |
of Stock |
Securities |
of Stock |
|||||||||||||||||||||||||
Grant |
Awards(1) |
or |
Underlying |
and Option |
||||||||||||||||||||||||
Name
|
Date | Threshold | Target | Maximum | Units(2) | Options | Awards(3) | |||||||||||||||||||||
($) |
($) |
($) |
(#) |
(#) |
($/Sh) |
|||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (i) | (j) | (k) | |||||||||||||||||||||
Laurence M. Downes
|
1/24/2007 | | | | 10,370 | | 496,827 | |||||||||||||||||||||
0 | 650,000 | 975,000 | | | | |||||||||||||||||||||||
Glenn C. Lockwood
|
1/24/2007 | | | | 2,298 | | 110,097 | |||||||||||||||||||||
0 | 108,000 | 160,131 | | | | |||||||||||||||||||||||
Joseph P. Shields
|
1/24/2007 | | | | 4,191 | | 200,791 | |||||||||||||||||||||
0 | 135,000 | 202,500 | | | | |||||||||||||||||||||||
Kathleen T. Ellis
|
1/24/2007 | | | | 2,311 | | 110,720 | |||||||||||||||||||||
0 | 101,250 | 151,875 | | | | |||||||||||||||||||||||
Mariellen Dugan
|
1/24/2007 | | | | 2,231 | | 106,887 | |||||||||||||||||||||
0 | 99,000 | 148,500 | | | |
(1) | Represents the potential fiscal year 2007 target and maximum annual cash incentive award amounts for each of the named executive officers as set by the LDCC. The actual amount of the annual cash incentive award earned by each named executive officer for fiscal year 2007 is reported in Column (g), Non-Equity Incentive Plan Compensation, in the Summary Compensation Table on page 35 of this Proxy Statement. For additional information with respect to the fiscal year 2007 annual cash incentive awards please see Compensation Discussion and Analysis beginning on page 20 of this Proxy Statement. | |
(2) | This column displays the number of shares of restricted stock granted to the named executive officers pursuant to the 2007 Plan. Shares vest in equal annual installments over three years beginning on the first anniversary of the date of grant (January 24, 2008), subject to the continued employment of the named executive officer, except under certain conditions. | |
(3) | Amounts shown represent the grant date fair value of each equity award computed in accordance with SFAS 123(R). For a full description of the assumptions used by us in computing these amounts, see Note 9 to our consolidated financial statements, which is included in our Annual Report on Form 10-K for the year ended September 30, 2007, and incorporated by reference into this Proxy Statement. The actual value a named executive officer may receive depends on market prices, and there can be no assurance that the amounts reflected in the Grant Date Fair Value of Stock and Option Awards column will actually be realized. |
| attract, retain, motivate and reward officers, employees, directors, consultants and advisors to the company and our subsidiaries and affiliates; | |
| strengthen our capability to develop, maintain and direct a competent management team; | |
| provide equitable and competitive compensation opportunities; | |
| recognize individual contributions and reward achievement of our goals; and |
37
| promote creation of long-term value for shareholders by closely aligning the interests of participants with the interests of shareholders. |
| restricted stock, a grant of actual shares subject to a risk of forfeiture and restrictions on transfer; | |
| performance shares or other stock-based performance awards (these include deferred stock or restricted stock awards that may be earned by achieving specific performance objectives); | |
| deferred stock, a contractual commitment to deliver shares at a future date, which may or may not be subject to a risk of forfeiture (forfeitable deferred stock is sometimes called restricted stock units); | |
| cash-based performance awards tied to achievement of specific performance objectives; | |
| other awards based on Common Stock; | |
| dividend equivalents; | |
| stock options (incentive stock options and nonqualified stock options); | |
| stock appreciation rights (SARs); and | |
| shares issuable in lieu of rights to cash compensation. |
38
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity |
||||||||||||||||||||||||||||||||||||
Equity |
Incentive |
|||||||||||||||||||||||||||||||||||
Incentive |
Plan Awards: |
|||||||||||||||||||||||||||||||||||
Equity |
Plan |
Market or |
||||||||||||||||||||||||||||||||||
Incentive |
Awards: |
Payout |
||||||||||||||||||||||||||||||||||
Plan Awards: |
Number of |
Value of |
||||||||||||||||||||||||||||||||||
Number of |
Number of |
Number of |
Number of |
Market Value |
Unearned |
Unearned |
||||||||||||||||||||||||||||||
Securities |
Securities |
Securities |
Shares or |
of Shares or |
Shares, Units |
Shares, Units |
||||||||||||||||||||||||||||||
Underlying |
Underlying |
Underlying |
Units or |
Units of |
or Other |
or Other |
||||||||||||||||||||||||||||||
Unexercised |
Unexercised |
Unexercised |
Option |
Stock that |
Stock that |
Rights that |
Rights that |
|||||||||||||||||||||||||||||
Options |
Options |
Unearned |
Exercise |
Option |
have not |
have not |
have not |
have not |
||||||||||||||||||||||||||||
(#) |
(#) |
Options |
Price |
Expiration |
Vested |
Vested |
Vested |
Vested |
||||||||||||||||||||||||||||
Name |
Exercisable |
Unexercisable |
(#) |
($) |
Date |
(#) |
($) |
(#) |
($) |
|||||||||||||||||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Laurence M. Downes
|
||||||||||||||||||||||||||||||||||||
January 15, 2003
|
15,000 | | | 31.49 | 1/14/2013 | | | | | |||||||||||||||||||||||||||
May 17, 2005
|
24,000 | 24,000 | (1) | | 45.55 | 5/16/2015 | 3,237 | (6) | 160,523 | (7) | | | ||||||||||||||||||||||||
January 24, 2007
|
| | | | | 10,370 | (10) | 514,248 | (11) | | | |||||||||||||||||||||||||
Glenn C. Lockwood
|
||||||||||||||||||||||||||||||||||||
November 29, 2000
|
25,000 | | | 27.3333 | 11/28/2010 | | | | | |||||||||||||||||||||||||||
January 15, 2003
|
30,000 | | | 31.49 | 1/14/2013 | | | | | |||||||||||||||||||||||||||
May 17, 2005
|
4,500 | 4,500 | (2) | | 45.55 | 5/16/2015 | 607 | (6) | 30,101 | (7) | | | ||||||||||||||||||||||||
February 1, 2006
|
| | | | | 350 | (8) | 17,357 | (9) | | | |||||||||||||||||||||||||
January 24, 2007
|
| | | | | 2,298 | (10) | 113,958 | (11) | | | |||||||||||||||||||||||||
Joseph P. Shields
|
||||||||||||||||||||||||||||||||||||
November 29, 2000
|
31,375 | | | 27.3333 | 11/28/2010 | | | | | |||||||||||||||||||||||||||
January 15, 2003
|
30,000 | | | 31.49 | 1/14/2013 | | | | | |||||||||||||||||||||||||||
May 17, 2005
|
9,000 | 9,000 | (3) | | 45.55 | 5/16/2015 | 1,214 | (6) | 60,202 | (7) | | | ||||||||||||||||||||||||
January 24, 2007
|
| | | | | 4,191 | (10) | 207,832 | (11) | | | |||||||||||||||||||||||||
Kathleen T. Ellis
|
||||||||||||||||||||||||||||||||||||
December 16, 2004
|
8,000 | 8,000 | (4) | | 43.49 | 12/15/2014 | | | | | ||||||||||||||||||||||||||
May 17, 2005
|
4,500 | 4,500 | (4) | | 45.55 | 5/16/2015 | 607 | (6) | 30,101 | (7) | ||||||||||||||||||||||||||
February 1, 2006
|
| | | | | 489 | (8) | 24,250 | (9) | | | |||||||||||||||||||||||||
January 24, 2007
|
| | | | | 2,311 | (10) | 114,602 | (11) | | | |||||||||||||||||||||||||
Mariellen Dugan
|
||||||||||||||||||||||||||||||||||||
December 5, 2005
|
4,500 | 4,500 | (5) | | 42.97 | 5/16/2015 | 809 | (6) | 40,118 | (7) | | | ||||||||||||||||||||||||
January 24, 2007
|
| | | | | 2,231 | (10) | 110,635 | (11) | | |
(1) | Mr. Downes 24,000 unexercisable options vest in two equal installments on May 17, 2008, and May 17, 2009. | |
(2) | Mr. Lockwoods 4,500 unexercisable options vest in two equal installments on May 17, 2008, and May 17, 2009. | |
(3) | Mr. Shields 9,000 unexercisable options vest in two equal installments on May 17, 2008, and May 17, 2009. | |
(4) | Ms. Ellis unexercisable options vest as follows: (a) 4,000 options will vest on December 16, 2007, (b) 2,250 options will vest on May 17, 2008, (c) 4,000 options will vest on December 16, 2008, and (d) 2,250 options will vest on May 17, 2009. | |
(5) | Ms. Dugans 4,500 unexercisable options vest in two equal installments on May 17, 2008, and May 17, 2009. | |
(6) | Represents the number of performance units issued by us to the named executive officer which were earned as of September 30, 2007, but will not be vested until September 30, 2008. Each performance unit vests 1-for-1 into a share of Common Stock and the number in this column reflects accrual of reinvested dividends on the Common Stock. |
39
(7) | Calculated based upon our Common Stock closing price of $49.59 per share as of September 30, 2007. The actual value realized will be calculated based upon our Common Stock closing price on September 30, 2008. | |
(8) | Represents the number of shares of restricted stock granted by us to the named executive officer on February 1, 2006, which shares will vest on February 1, 2010, subject to the continued employment of the named executive officer, except under certain conditions. | |
(9) | Calculated based upon our Common Stock closing price of $49.59 per share as of September 30, 2007. The actual value realized will be calculated based upon our Common Stock closing price on February 1, 2010. | |
(10) | Represents shares of restricted stock granted to each of the named executive officers on January 24, 2007. Shares vest in equal annual installments over three years beginning on the first anniversary of the date of grant (January 24, 2008), subject to the continued employment of the named executive officer, except under certain conditions. | |
(11) | Calculated based upon our Common Stock closing price of $49.59 per share as of September 30, 2007. The actual value realized will be dependent upon our Common Stock closing price on each of the respective vesting dates. |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares |
Number of Shares |
|||||||||||||||
Acquired on |
Value Realized on |
Acquired on |
Value Realized on |
|||||||||||||
Exercise |
Exercise |
Vesting(2) |
Vesting(3) |
|||||||||||||
Name |
(#) |
($) |
(#) |
($) |
||||||||||||
(a)
|
(b) | (c) | (d) | (e) | ||||||||||||
Laurence M. Downes
|
45,000 | (1) | 896,257 | (1) | 3,237 | 160,523 | ||||||||||
Glenn C. Lockwood
|
| | 607 | 30,101 | ||||||||||||
Joseph P. Shields
|
| | 1,214 | 60,202 | ||||||||||||
Kathleen T. Ellis
|
| | 607 | 30,101 | ||||||||||||
Mariellen Dugan
|
| | 809 | 40,118 |
(1) | On November 28, 2006, Mr. Downes exercised options for 45,000 shares of Common Stock at an exercise price of $31.49. | |
(2) | Represented total number of performance units (which each represent a share of Common Stock), including earned dividends, earned as of September 30, 2007, as a result of the vesting of 50 percent of performance units granted to the named executive officers in 2005. For additional information with respect to these amounts, please see page 30 of this Proxy Statement. | |
(3) | Calculated based upon our Common Stock closing price of $49.59 per share as of September 30, 2007. |
40
Number of Years |
Present Value of |
Payments During |
||||||||||||
Credited Service |
Accumulated Benefit |
Last Fiscal Year |
||||||||||||
Name |
Plan Name |
(#) |
($) |
($) |
||||||||||
(a)
|
(b) | (c) | (d) | (e) | ||||||||||
Laurence M. Downes
|
Non-Represented Plan | 23 | 435,970 | 0 | ||||||||||
PEP | 23 | 839,051 | 0 | |||||||||||
SEP | | 86,977 | 8,250 | |||||||||||
Glenn C. Lockwood
|
Non-Represented Plan | 19 | 269,205 | 0 | ||||||||||
PEP | 19 | 24,492 | 0 | |||||||||||
SEP | | 3,596 | | |||||||||||
Joseph P. Shields
|
Non-Represented Plan | 24 | 435,970 | 0 | ||||||||||
PEP | 24 | 68,086 | 0 | |||||||||||
SEP | | 0 | 0 | |||||||||||
Kathleen T. Ellis
|
Non-Represented Plan | 3 | 45,071 | 0 | ||||||||||
PEP | 3 | 0 | 0 | |||||||||||
SEP | | | | |||||||||||
Mariellen Dugan
|
Non-Represented Plan | 2 | 21,954 | 0 | ||||||||||
PEP | 2 | 0 | 0 | |||||||||||
SEP | | | |
41
Years of |
Years of Credited |
|||||||
Credited Service |
Service as of |
|||||||
Name
|
at 65 | September 30, 2007 | ||||||
Laurence M. Downes
|
37 | 23 | ||||||
Joseph P. Shields
|
39 | 24 | ||||||
Glenn C. Lockwood
|
38 | 19 | ||||||
Kathleen T. Ellis
|
18 | 3 | ||||||
Mariellen Dugan
|
26 | 2 |
Executive |
Registrant |
Aggregate |
Aggregate |
Aggregate |
||||||||||||||||
Contributions in |
Contributions in |
Earnings |
Withdrawals/ |
Balance |
||||||||||||||||
Name
|
Last FY ($) | Last FY ($) | in Last FY ($) | Distributions ($) | at Last FYE(1) ($) | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Laurence M. Downes
|
| | 71,843 | | 2,038,710 | |||||||||||||||
Glenn C. Lockwood
|
| | 26,892 | | 763,121 | |||||||||||||||
Joseph P. Shields
|
| | 41,817 | | 994,293 | |||||||||||||||
Kathleen T. Ellis
|
N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Mariellen Dugan
|
N/A | N/A | N/A | N/A | N/A |
(1) | All amounts in the aggregate balance were included in the Summary Compensation Table for previous years but were deferred by the named executive officers and do not represent any additional contributions by us. |
42
43
44
Termination |
Involuntary |
|||||||||||||||||||||||
Other than |
Termination |
|||||||||||||||||||||||
Retirement, |
Following |
|||||||||||||||||||||||
Death or |
Termination |
a Change |
||||||||||||||||||||||
Retirement(1) |
Death |
Disability |
for Cause |
in Control |
||||||||||||||||||||
($) |
($) |
Disability |
($) |
($) |
($) |
|||||||||||||||||||
Benefit
|
(a) | (b) | ($) | (d) | (e) | (f) | ||||||||||||||||||
Cash Severance(2)
|
| | | | | 3,010,000 | ||||||||||||||||||
Deferred Compensation(3)
|
| 2,038,710 | | 2,038,710 | 2,038,710 | 2,038,710 | ||||||||||||||||||
Acceleration of Equity Awards
|
||||||||||||||||||||||||
Stock Options(4)
|
| 96,960 | 96,960 | | | 96,960 | ||||||||||||||||||
Restricted Stock(4)
|
| 514,248 | 514,248 | | | 514,248 | ||||||||||||||||||
Performance Units(4)
|
| 160,523 | 160,523 | | | 160,523 | ||||||||||||||||||
Qualified Retirement Benefits
|
||||||||||||||||||||||||
Non-Represented Plan(5)
|
5,297 | 2,606 | 5,654 | 5,297 | 5,297 | 5,297 | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
PEP(5)
|
10,753 | 5,291 | 11,476 | 10,753 | 10,753 | 10,753 | ||||||||||||||||||
SEP(6)
|
86,977 | 86,977 | 86,977 | 86,977 | 86,977 | 86,977 | ||||||||||||||||||
SERP(7)
|
250,000 | 250,000 | 119,107 | 119,107 | 119,107 | 250,000 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Life Insurance(8)
|
75,000 | 400,000 | | | | | ||||||||||||||||||
Accidental Death & Dismemberment Insurance(9)
|
| 400,000 | 100,000 | | | | ||||||||||||||||||
Travel & Accident Insurance(10)
|
| 250,000 | | | | | ||||||||||||||||||
Medical(11)
|
63,437 | 9,974 | 87,372 | | | 39,837 | ||||||||||||||||||
Salary Continuation Benefit(12)
|
| | 975,000 | | | | ||||||||||||||||||
Outplacement Benefit(13)
|
| | | | | 25,000 |
(1) | Amounts listed in this Column (a) assume that no benefit is payable to the named executive officer until the earliest date that the named executive officer would be entitled to receive the full amount of benefits payable thereunder. | |
(2) | Amount represents cash payment due to the named executive officer pursuant to the change of control double trigger (change of control and involuntary termination) in the executives Employment Continuation Agreement. The payments include a tax gross-up amount as set forth in the Employment Continuation Agreement. | |
(3) | For Columns (a) and (c) amounts payable pursuant to the Nonqualified Deferred Compensation Plan follow the terms of the most recently completed Payment Election Form completed by Mr. Downes. For purposes of Columns (b), (d), (e) and (f), it is assumed that the plan administrator would use its discretion under the plan to pay Mr. Downes or his beneficiary in a single lump sum of shares of Common Stock irrespective of any elections made by Mr. Downes. The amount set forth above represents the value of the shares of Common Stock Mr. Downes or his beneficiary would receive based upon $49.59 per share, the closing market price as of September 30, 2007. The amounts listed in this row represent amounts previously earned by Mr. Downes but |
45
which were deferred by Mr. Downes. These amounts do not represent any additional contributions by us and are not solely linked to the events described in the column headings. | ||
(4) | Stock options automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for stock options represent the positive difference between the market value of the underlying shares of Common Stock as of September 30, 2007, and the exercise price for all unvested options. Shares of restricted stock automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock represent the value of Common Stock as of September 30, 2007. Performance Units automatically vest and are paid in the form of shares of Common Stock on a 1-for-1 basis. Amounts for Performance Units represent the value of Common Stock as of September 30, 2007. | |
(5) | For all columns except Columns (b) and (c), amounts represent an annual payment to the executive commencing at age 60, the earliest age at which unreduced benefits are available, assuming the triggering event occurred as of September 30, 2007, payable for the life of the executive, assuming with respect to Columns (a), (d), (e) and (f), the executive elects the 50 percent joint and survivor annuity option, which is the default option under the Pension Plan. For Column (b), the amount represents an annual payment to the executives survivor at September 30, 2007, payable for the life of the survivor. For Column (c), the annual payment is assumed to commence immediately and assumes the executive elects the straight life annuity option. Please note for column (f) that Pension and SERP benefits are not enhanced on a change in control. The only benefits payable in such event are those regularly provided by the plans. | |
(6) | The amounts represented in all columns would be payable within 30 days of the triggering event. | |
(7) | The amount in Column (a) represents the amount payable to Mr. Downes following retirement at or after attainment of age 65, payable in no less than sixty monthly installments. The amounts in columns (b) and (f) represent the amount payable to Mr. Downes or his beneficiary, as applicable, in sixty monthly installments of $4,166.67 beginning on the first day of the calendar month commencing with the month following the date of death. For columns (c), (d) and (e), the amounts represent the cumulative termination benefit under the SERP Agreement as of September 30, 2007, payable in sixty equal monthly installments. These amounts are subject to Section 409A of the Internal Revenue Code. | |
(8) | The amount in Column (a) represents the maximum payout available to the named executive officers beneficiary upon death at any time after retirement. | |
(9) | The amount in Columns (b) and (c) are payable to the beneficiary only if the death or dismemberment is deemed to be accidental. The amount listed in Column (c) assumes the maximum payout in the case of dismemberment. | |
(10) | The amount listed in Column (b) is payable to the beneficiary only if the death occurs during travel or is deemed accidental. | |
(11) | The amount listed in Column (a) assumes (i) retirement at age 60 with coverage of Mr. Downes and his spouse, (ii) a life expectancy for both Mr. Downes and his spouse of 85 years and (iii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amount listed in Column (b) represents six months of Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, medical and dental coverage premiums to be paid by us. The amount listed in Column (c) represents (i) a life expectancy for both Mr. Downes and his spouse of 85 years and (ii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amounts reflected in Columns (a), (b) and (c) reflect the total premium minus a retiree contribution of 10% of the premium. The amount listed in Column (f) represents the present value as of September 30, 2007, of COBRA payments to be made by us. | |
(12) | The amount listed in Column (c) represents the total maximum benefit payable to Mr. Downes in the event of a disability and represents the aggregate payment of his base salary as of September 30, 2007, for eighteen months. | |
(13) | The amount listed in Column (f) represents the maximum outplacement services reimbursement payable by us. |
46
Termination |
Involuntary |
|||||||||||||||||||||||
Other than |
Termination |
|||||||||||||||||||||||
Retirement, |
Following |
|||||||||||||||||||||||
Death or |
Termination |
a Change |
||||||||||||||||||||||
Benefit
|
Retirement(1) | Death | Disability | Disability | for Cause | in Control | ||||||||||||||||||
($) |
($) |
($) |
($) |
($) |
($) |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance(2)
|
| | | | | 600,000 | ||||||||||||||||||
Deferred Compensation(3)
|
| 763,121 | | 763,121 | 763,121 | 763,121 | ||||||||||||||||||
Acceleration of Equity Awards
|
||||||||||||||||||||||||
Stock Options(4)
|
| 18,180 | 18,180 | | | 18,180 | ||||||||||||||||||
Restricted Stock(4)
|
| 131,314 | 131,314 | | | 131,314 | ||||||||||||||||||
Performance Units(4)
|
| 30,101 | 30,101 | | | 30,101 | ||||||||||||||||||
Qualified Retirement Benefits
|
||||||||||||||||||||||||
Non-Represented Plan(5)
|
4,322 | 2,161 | 4,628 | 4,322 | 4,322 | 4,322 | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
PEP(5)
|
393 | 197 | 421 | 393 | 393 | 393 | ||||||||||||||||||
SEP(6)
|
3,596 | 3,596 | 3,596 | 3,596 | 3,596 | 3,596 | ||||||||||||||||||
SERP(7)
|
125,000 | 125,000 | 48,387 | 48,387 | 48,387 | 125,000 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Life Insurance(8)
|
75,000 | 240,000 | | | | | ||||||||||||||||||
Accidental Death & Dismemberment Insurance(9)
|
| 240,000 | 100,000 | | | | ||||||||||||||||||
Travel & Accident Insurance(10)
|
| 250,000 | | | | | ||||||||||||||||||
Vacation(11)
|
3,693 | 3,693 | | 3,693 | 3,693 | 3,693 | ||||||||||||||||||
Medical(12)
|
72,008 | 7,904 | 96,228 | | | 27,298 | ||||||||||||||||||
Salary Continuation Benefit(13)
|
| | 360,000 | | | | ||||||||||||||||||
Outplacement Benefit(14)
|
| | | | | 25,000 |
(1) | Amounts listed in this Column (a) assume that no benefit is payable to the named executive officer until the earliest date that the named executive officer would be entitled to receive the full amount of benefits payable thereunder. | |
(2) | Amount represents cash payment due to the named executive officer pursuant to the change of control double trigger (change of control and involuntary termination) in the executives Employment Continuation Agreement. The payments include a tax gross-up amount as set forth in the Employment Continuation Agreement. | |
(3) | For Columns (a) and (c) amounts payable pursuant to the Nonqualified Deferred Compensation Plan follow the terms of the most recently completed Payment Election Form completed by Mr. Lockwood. For purposes of Columns (b), (d), (e) and (f), it is assumed that the plan administrator would use its discretion under the plan to pay Mr. Lockwood or his beneficiary in a single lump sum of shares of Common Stock irrespective of any elections made by Mr. Lockwood. The amount set forth above represents the value of the shares of Common Stock Mr. Lockwood or his beneficiary would receive based upon $49.59 per share, the closing market price as of September 30, 2007. The amounts listed in this row represent amounts previously earned by Mr. Lockwood and reported in the Summary Compensation Table for previous years but which were deferred by Mr. Lockwood and do not represent any additional contributions by us. |
47
(4) | Stock options automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for stock options represent the positive difference between the market value of the underlying shares of Common Stock as of September 30, 2007, and the exercise price for all unvested options. Shares of restricted stock automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock represent the value of Common Stock as of September 30, 2007. Performance Units automatically vest and are paid in the form of shares of Common Stock on a 1-for-1 basis. Amounts for Performance Units represent the value of Common Stock as of September 30, 2007. | |
(5) | For all columns except Columns (b) and (c), amounts represent an annual payment to the executive commencing at age 60, the earliest age at which unreduced benefits are available, assuming the triggering event occurred as of September 30, 2007, payable for the life of the executive, assuming with respect to Columns (a), (d), (e) and (f), the executive elects the 50 percent joint and survivor annuity option, which is the default option under the Pension Plan. For Column (b), the amount represents an annual payment to the executives survivor at September 30, 2007, payable for the life of the survivor. For Column (c), the annual payment is assumed to commence immediately and assumes the executive elects the straight life annuity option. Please note for column (f) that Pension and SERP benefits are not enhanced on a change in control. The only benefits payable in such event are those regularly provided by the plans. | |
(6) | The amounts represented in all columns would be payable within 30 days of the triggering event. | |
(7) | The amount in Column (a) represents the amount payable to Mr. Lockwood following retirement at or after attainment of age 65, payable in no less than sixty monthly installments. The amounts in columns (b) and (f) represent the amount payable to Mr. Lockwood or his beneficiary, as applicable, in sixty monthly installments of $2,088.33 beginning on the first day of the calendar month commencing with the month following the date of death. For columns (c), (d) and (e), the amounts represent the cumulative termination benefit under the SERP Agreement as of September 30, 2007, payable in sixty equal monthly installments. These amounts are subject to Section 409A of the Internal Revenue Code. Please note for column (f) that Pension and SERP benefits are not enhanced on a change in control. The only benefits payable in such event are those regularly provided by the plans. | |
(8) | The amount in Column (a) represents the maximum payout available to the named executive officers beneficiary upon death at any time after retirement. | |
(9) | The amount in Columns (b) and (c) are payable to the beneficiary only if the death or dismemberment is deemed to be accidental. The amount listed in Column (c) assumes the maximum payout in the case of dismemberment. | |
(10) | The amount listed in Column (b) is payable to the beneficiary only if the death occurs during travel or is deemed accidental. | |
(11) | Amounts reflected in this table represent payment to Mr. Lockwood for his unused earned vacation time as of September 30, 2007. | |
(12) | The amount listed in Column (a) assumes (i) retirement at age 60 with coverage of Mr. Lockwood and his spouse, (ii) a life expectancy for both Mr. Lockwood and his spouse of 85 years and (iii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amount listed in Column (b) represents six months of COBRA medical and dental coverage premiums to be paid by us. The amount listed in Column (c) represents (i) a life expectancy for both Mr. Lockwood and his spouse of 85 years and (ii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amounts reflected in Columns (a), (b) and (c) reflect the total premium minus a retiree contribution of 10% of the premium. The amount listed in Column (f) represents the present value as of September 30, 2007, of COBRA payments to be made by us. | |
(13) | The amount listed in Column (c) represents the total maximum benefit payable to Mr. Lockwood in the event of a disability and represents the aggregate payments of his base salary as of September 30, 2007, for eighteen months. | |
(14) | The amount listed in Column (f) represents the maximum outplacement services reimbursement payable by us. |
48
Termination |
Involuntary |
|||||||||||||||||||||||
Other than |
Termination |
|||||||||||||||||||||||
Retirement, |
Following a |
|||||||||||||||||||||||
Death or |
Termination |
Change in |
||||||||||||||||||||||
Benefit
|
Retirement(1) | Death | Disability | Disability | for Cause | Control | ||||||||||||||||||
($) |
($) |
($) |
($) |
($) |
($) |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance(2)
|
| | | | | 1,153,333 | ||||||||||||||||||
Deferred Compensation(3)
|
| 994,293 | | 994,293 | 994,293 | 994,293 | ||||||||||||||||||
Acceleration of Equity Awards
|
||||||||||||||||||||||||
Stock Options(4)
|
| 36,360 | 36,360 | | | 36,360 | ||||||||||||||||||
Restricted Stock(4)
|
| 207,832 | 207,832 | | | 207,832 | ||||||||||||||||||
Performance Units(4)
|
| 60,202 | 60,202 | | | 60,202 | ||||||||||||||||||
Qualified Retirement Benefits
|
||||||||||||||||||||||||
Non-Represented Plan(5)
|
5,546 | 2,279 | 5,899 | 5,546 | 5,546 | 5,546 | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
PEP(5)
|
866 | 426 | 921 | 866 | 866 | 866 | ||||||||||||||||||
SERP(6)
|
125,000 | 125,000 | 35,714 | 35,714 | 35,714 | 125,000 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Life Insurance(7)
|
75,000 | 300,000 | | | | | ||||||||||||||||||
Accidental Death & Dismemberment Insurance(8)
|
| 300,000 | 100,000 | | | | ||||||||||||||||||
Travel & Accident Insurance(9)
|
| 250,000 | | | | | ||||||||||||||||||
Medical(10)
|
64,902 | 9,974 | 88,325 | | | 27,298 | ||||||||||||||||||
Salary Continuation Benefit(11)
|
| | 450,000 | | | | ||||||||||||||||||
Outplacement Benefit(12)
|
| | | | | 25,000 |
(1) | Amounts listed in this Column (a) assume that no benefit is payable to the named executive officer until the earliest date that the named executive officer would be entitled to receive the full amount of benefits payable thereunder. | |
(2) | Amount represents cash payment due to the named executive officer pursuant to the change of control double trigger (change of control and involuntary termination) in the executives Employment Continuation Agreement. The payments include a tax gross-up amount as set forth in the Employment Continuation Agreement. | |
(3) | For Columns (a) and (c) amounts payable pursuant to the Nonqualified Deferred Compensation Plan follow the terms of the most recently completed Payment Election Form completed by Mr. Shields. For purposes of Columns (b), (d), (e) and (f), it is assumed that the plan administrator would use its discretion under the plan to pay Mr. Shields or his beneficiary in a single lump sum of shares of Common Stock irrespective of any elections made by Mr. Shields. The amount set forth above represents the value of the shares of Common Stock Mr. Shields or his beneficiary would receive based upon $49.59 per share, the closing market price as of September 30, 2007. The amounts listed in this row represent amounts previously earned by Mr. Shields and reported in the Summary Compensation Table for previous years but which were deferred by Mr. Shields and do not represent any additional contributions by us. | |
(4) | Stock options automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for stock options represent the positive difference between the market value of the underlying shares of Common Stock as of September 30, 2007, and the exercise price for all unvested options. Shares of restricted stock automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock represent the value of Common Stock as of September 30, 2007. Performance Units automatically vest and are paid in the form of shares of Common Stock on a 1-for-1 basis. Amounts for Performance Units represent the value of Common Stock as of September 30, 2007. |
49
(5) | For all columns except Column (b) and (c), amounts represent an annual payment to the executive commencing at age 60, the earliest age at which unreduced benefits are available, assuming the triggering event occurred as of September 30, 2007, payable for the life of the executive, assuming with respect to Columns (a), (d), (e) and (f), the executive elects the 50 percent joint and survivor annuity option, which is the default option under the Pension Plan. For Column (b), the amount represents an annual payment to the executives survivor at September 30, 2007, payable for the life of the survivor. For Column (c), the annual payment is assumed to commence immediately and assumes the executive elects the straight life annuity option. Please note for column (f) that Pension and SERP benefits are not enhanced on a change in control. The only benefits payable in such event are those regularly provided by the plans. | |
(6) | The amount in Column (a) represents the amount payable to Mr. Shields following retirement at or after attainment of age 65, payable in no less than sixty monthly installments. The amounts in columns (b) and (f) represents the amount payable to Mr. Shields or his beneficiary, as applicable, in sixty monthly installments of $2,083.33 beginning on the first day of the calendar month commencing with the month following the date of death. For columns (c), (d) and (e), the amounts represent the cumulative termination benefit under the SERP Agreement as of September 30, 2007, payable in sixty equal monthly installments. These amounts are subject to Section 409A of the Internal Revenue Code. | |
(7) | The amount in Column (a) represents the maximum payout available to the named executive officers beneficiary upon death at any time after retirement. | |
(8) | The amount in Columns (b) and (c) are payable to the beneficiary only if the death or dismemberment is deemed to be accidental. The amount listed in Column (c) assumes the maximum payout in the case of dismemberment. | |
(9) | The amount listed in Column (b) is payable to the beneficiary only if the death occurs during travel or is deemed accidental. | |
(10) | The amount listed in Column (a) assumes (i) retirement at age 60 with coverage of Mr. Shields and his spouse, (ii) a life expectancy for both Mr. Shields and his spouse of 85 years and (iii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amount listed in Column (b) represents six months of COBRA medical and dental coverage premiums to be paid by us. The amount listed in Column (c) represents (i) a life expectancy for both Mr. Shields and his spouse of 85 years and (ii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amounts reflected in Columns (a), (b) and (c) reflect the total premium minus a retiree contribution of 10% of the premium. The amount listed in Column (f) represents the present value as of September 30, 2007, of COBRA payments to be made by us. | |
(11) | The amount listed in Column (c) represents the total maximum benefit payable to Mr. Shields n the event of a disability and represents the aggregate payment of his base salary as of September 30, 2007, for eighteen months. | |
(12) | The amount listed in Column (f) represents the maximum outplacement services reimbursement payable by us. |
50
Termination |
Involuntary |
|||||||||||||||||||||||
Other than |
Termination |
|||||||||||||||||||||||
Retirement, |
Following a |
|||||||||||||||||||||||
Death or |
Termination |
Change in |
||||||||||||||||||||||
Benefit
|
Retirement(1) | Death | Disability | Disability | for Cause | Control | ||||||||||||||||||
($) |
($) |
($) |
($) |
($) |
($) |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance(2)
|
| | | | | 525,000 | ||||||||||||||||||
Acceleration of Equity Awards
|
||||||||||||||||||||||||
Stock Options(3)
|
| 66,980 | 66,980 | | | 66,980 | ||||||||||||||||||
Restricted Stock(3)
|
| 138,582 | 138,852 | | | 138,852 | ||||||||||||||||||
Performance Units(3)
|
| 30,101 | 30,101 | | | 30,101 | ||||||||||||||||||
Qualified Retirement Benefits
|
||||||||||||||||||||||||
Non-Represented Plan(4)
|
| | 675 | | | | ||||||||||||||||||
Non-Qualified
|
||||||||||||||||||||||||
Retirement Benefits
|
||||||||||||||||||||||||
SERP(5)
|
125,000 | 125,000 | | | | 125,000 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Life Insurance(6)
|
75,000 | 225,000 | | | | | ||||||||||||||||||
Accidental Death & Dismemberment Insurance(7)
|
| 225,000 | 100,000 | | | | ||||||||||||||||||
Travel & Accident Insurance(8)
|
| 250,000 | | | | | ||||||||||||||||||
Medical(9)
|
50,962 | 7,894 | 69,554 | | | 27,298 | ||||||||||||||||||
Salary Continuation Benefit(10)
|
| | 225,000 | | | | ||||||||||||||||||
Outplacement Benefit(11)
|
| | | | | 25,000 |
(1) | Amounts listed in this Column (a) assume that no benefit is payable to the named executive officer until the earliest date that the named executive officer would be entitled to receive the full amount of benefits payable thereunder. | |
(2) | Amount represents cash payment due to the named executive officer pursuant to the change of control double trigger (change of control and involuntary termination) in the executives Employment Continuation Agreement. The payments include a tax gross-up amount as set forth in the Employment Continuation Agreement. | |
(3) | Stock options automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for stock options represent the positive difference between the market value of the underlying shares of Common Stock as of September 30, 2007, and the exercise price for all unvested options. Shares of restricted stock automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock represent the value of Common Stock as of September 30, 2007. Performance Units automatically vest and are paid in the form of shares of Common Stock on a 1-for-1 basis. Amounts for Performance Units represent the value of Common Stock as of September 30, 2007. | |
(4) | For all columns except Columns (b) and (c), amounts represent an annual payment to the executive commencing at age 60, the earliest age at which unreduced benefits are available, assuming the triggering event occurred as of September 30, 2007, payable for the life of the executive, assuming with respect to Columns (a), (d), (e) and (f), the executive elects the 50 percent joint and survivor annuity option, which is the default option under the Pension Plan. For Column (b), the amount represents an annual payment to the executives survivor at September 30, 2007, payable for the life of the survivor. For Column (c), the annual payment is assumed to commence immediately and assumes the executive elects the straight life annuity option. Please note for column (f) that Pension and SERP benefits are not enhanced on a change in control. The only benefits payable in such event are those regularly provided by the plans. |
51
(5) | The amount in Column (a) represents the amount payable to Ms. Ellis following retirement at or after attainment of age 65, payable in no less than sixty monthly installments. The amounts in columns (b) and (f) represent the amount payable to Ms. Ellis or her beneficiary, as applicable, in sixty monthly installments of $2,083.33 beginning on the first day of the calendar month commencing with the month following the date of death. For columns (c), (d) and (e), no amount would be payable to Ms. Ellis as of September 30, 2007. | |
(6) | The amount in Column (a) represents the maximum payout available to the named executive officers beneficiary upon death at any time after retirement. | |
(7) | The amount in Columns (b) and (c) are payable to the beneficiary only if the death or dismemberment is deemed to be accidental. The amount listed in Column (c) assumes the maximum payout in the case of dismemberment. | |
(8) | The amount listed in Column (b) is payable to the beneficiary only if the death occurs during travel or is deemed accidental. | |
(9) | The amount listed in Column (a) assumes (i) retirement at age 60 with coverage of Ms. Ellis and her spouse, (ii) a life expectancy for both Ms. Ellis and her spouse of 85 years and (iii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amount listed in Column (b) represents six months of COBRA medical and dental coverage premiums to be paid by us. The amount listed in Column (c) represents (i) a life expectancy for both Ms. Ellis and her spouse of 85 years and (ii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amounts reflected in Columns (a), (b) and (c) reflect the total premium minus a retiree contribution of 10% of the premium. The amount listed in Column (f) represents the present value as of September 30, 2007, of COBRA payments to be made by us. | |
(10) | The amount listed in Column (c) represents the total maximum benefit payable to Ms. Ellis in the event of a disability and represents the aggregate payment of her base salary as of September 30, 2007, for twelve months. | |
(11) | The amount listed in Column (f) represents the maximum outplacement services reimbursement payable by us. |
Termination |
Involuntary |
|||||||||||||||||||||||
Other than |
Termination |
|||||||||||||||||||||||
Retirement, |
Following a |
|||||||||||||||||||||||
Death or |
Termination |
Change in |
||||||||||||||||||||||
Benefit
|
Retirement(1) | Death | Disability | Disability | for Cause | Control | ||||||||||||||||||
($) |
($) |
($) |
($) |
($) |
($) |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance(2)
|
| | | | | 576,000 | ||||||||||||||||||
Acceleration of Equity Awards
|
||||||||||||||||||||||||
Stock Options(3)
|
| 29,790 | 29,790 | | | 29,790 | ||||||||||||||||||
Restricted Stock(3)
|
| 110,635 | 110,635 | | | 110,635 | ||||||||||||||||||
Performance Units(3)
|
| 40,118 | 40,118 | | | 40,118 | ||||||||||||||||||
Qualified Retirement Benefits
|
||||||||||||||||||||||||
Non-Represented Plan(4)
|
| | 482 | | | | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
SERP(5)
|
100,000 | 100,000 | | | | 100,000 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Life Insurance(6)
|
75,000 | 220,000 | | | | | ||||||||||||||||||
Accidental Death & Dismemberment Insurance(7)
|
| 220,000 | 100,000 | | | | ||||||||||||||||||
Travel & Accident Insurance(8)
|
| 250,000 | | | | | ||||||||||||||||||
Medical(9)
|
61,278 | 3,803 | 92,839 | | | 27,298 | ||||||||||||||||||
Salary Continuation Benefit(10)
|
| | 220,000 | | | | ||||||||||||||||||
Outplacement Benefit(11)
|
| | | | | 25,000 |
52
(1) | Amounts listed in this Column (a) assume that no benefit is payable to the named executive officer until the earliest date that the named executive officer would be entitled to receive the full amount of benefits payable thereunder. | |
(2) | Amount represents cash payment due to the named executive officer pursuant to the change of control double trigger (change of control and involuntary termination) in the executives Employment Continuation Agreement. The payments include a tax gross-up amount as set forth in the Employment Continuation Agreement. | |
(3) | Stock options automatically vest at the time of the events specified in the table for which amounts are shown. Amounts for stock options represent the positive difference between the market value of the underlying shares of Common Stock as of September 30, 2007, and the exercise price for all unvested options. Shares of restricted stock automatically vest and are paid in shares of Common Stock at the time of the events specified in the table for which amounts are shown. Amounts for restricted stock represent the value of Common Stock as of September 30, 2007. Performance Units automatically vest and are paid in the form of shares of Common Stock on a 1-for-1 basis. Amounts for Performance Units represent the value of Common Stock as of September 30, 2007. | |
(4) | For all columns except Columns (b) and (c), amounts represent an annual payment to the executive commencing at age 60, the earliest age at which unreduced benefits are available, assuming the triggering event occurred as of September 30, 2007, payable for the life of the executive, assuming with respect to Columns (a), (d), (e) and (f), the executive elects the 50 percent joint and survivor annuity option, which is the default option under the Pension Plan. For Column (b), the amount represents an annual payment to the executives survivor at September 30, 2007, payable for the life of the survivor. For Column (c), the annual payment is assumed to commence immediately and assumes the executive elects the straight life annuity option. Please note for column (f) that Pension and SERP benefits are not enhanced on a change in control. The only benefits payable in such event are those regularly provided by the plans. | |
(5) | The amount in Column (a) represents the amount payable to Ms. Dugan following retirement at or after attainment of age 65, payable in no less than sixty monthly installments. The amounts in columns (b) and (f) represent the amount payable to Ms. Dugan or her beneficiary, as applicable, in sixty monthly installments of $1,666.67 beginning on the first day of the calendar month commencing with the month following the date of death. For columns (c), (d) and (e), no amount would be payable to Ms. Dugan as of September 30, 2007. | |
(6) | The amount in Column (a) represents the maximum payout available to the named executive officers beneficiary upon death at any time after retirement. | |
(7) | The amount in Columns (b) and (c) are payable to the beneficiary only if the death or dismemberment is deemed to be accidental. The amount listed in Column (c) assumes the maximum payout in the case of dismemberment. | |
(8) | The amount listed in Column (b) is payable to the beneficiary only if the death occurs during travel or is deemed accidental. | |
(9) | The amount listed in Column (a) assumes (i) retirement at age 60 with coverage of Ms. Dugan, (ii) a life expectancy for Ms. Dugan of 85 years and (iii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amount listed in Column (b) represents six months of COBRA medical and dental coverage premiums to be paid by us. The amount listed in Column (c) represents (i) a life expectancy for Ms. Dugan of 85 years and (ii) an 8% annual increase in coverage rates and represents the annual average medical premium payable by us. The amounts reflected in Columns (a), (b) and (c) reflect the total premium minus a retiree contribution of 10% of the premium. The amount listed in Column (f) represents the present value as of September 30, 2007, of COBRA payments to be made by us. | |
(10) | The amount listed in Column (c) represents the total maximum benefit payable to Ms. Dugan in the event of a disability and represents the aggregate payment of her base salary as of September 30, 2007, for twelve months. | |
(11) | The amount listed in Column (f) represents the maximum outplacement services reimbursement payable by us. |
53
| the Audit Committee approves or ratifies such transaction in accordance with the guidelines set forth in the policy and if the transaction is on terms comparable to those that could be obtained in arms length dealings with an unrelated third party, | |
| the transaction is on terms comparable to those that could be obtained in arms length dealings with an unrelated third party; | |
| the transaction is approved by the disinterested members of the Board; or | |
| the transaction involves compensation approved by our Compensation Committee. |
| any person who is, or at any time since the beginning of our last fiscal year was, one of our directors or executive officers or a nominee to become one of our directors; | |
| any person who is known to be the beneficial owner of more than 5 percent of any class of our voting securities; | |
| any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than 5 percent beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5 percent beneficial owner; and | |
| any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5 percent or greater beneficial ownership interest. |
54
Fiscal Year Ended |
|||||||||
September 30, | |||||||||
2007 | 2006 | ||||||||
Audit Fees
|
$ | 914,000 | $ | 833,960 | |||||
Audit-related Fees
|
| | |||||||
Total Audit and Audit-related Fees
|
$ | 914,000 | $ | 833,960 | |||||
Tax Fees
|
81,000 | 127,075 | |||||||
All Other Fees
|
| | |||||||
Total Fees
|
$ | 995,000 | $ | 961,035 | |||||
55
56
57
c123456789 | ||||||||||||
MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 |
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext |
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000004 | Electronic Voting Instructions |
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You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! |
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Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. | ||||||||||||
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | ||||||||||||
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on January 23, 2008. | ||||||||||||
Vote by Internet Log on to the Internet and go to www.investorvote.com |
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Follow the steps
outlined on the secured website. |
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Vote by telephone Call toll free 1-800-652-VOTE (8683) within the
United
States, Canada & Puerto Rico any time on a touch tone
telephone. There is NO CHARGE to you for the call. |
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Follow the
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Using a black
ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
X |
Annual Meeting Proxy
Card |
C0123456789 | 12345 | ||||||
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A | Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2. |
1. Election of directors: |
For | Withhold | For | Withhold | For | Withhold | |||||||||||
01 - Nina Aversano
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o | o | 02 - Jane M. Kenny | o | o | 03 - David A. Trice | o | o | + | ||||||||
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For | Against | Abstain | ||||||
2. |
To approve the retention of Deloitte & Touche LLP as the
Companys independent registered public accounting firm for the fiscal year ending September 30, 2008.
|
o | o | o | |||||
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3. |
To transact any other business that may properly be brought
before the meeting or any adjournment or adjournments thereof.
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B | Non-Voting Items | |||
Change of Address Please print new address
below. |
Meeting Attendance |
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Mark box to the right if you plan to attend the Annual Meeting. |
o |
C | Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below. |
Date (mm/dd/yyyy) Please print date below. |
Signature 1 Please keep
signature within the box. |
Signature 2 Please keep signature within the box. | ||
/ / |
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PROXY New Jersey Resources Corporation |
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