def14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Vicor
Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Date Filed: |
April 30, 2010
Dear Stockholder:
You are cordially invited to attend the 2010 Annual Meeting of
Stockholders (the Annual Meeting) of Vicor
Corporation (the Corporation). The Annual Meeting
will be held:
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DATE:
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June 24, 2010
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TIME:
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5:00 P.M. local time
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PLACE:
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Andover Country Club
60 Canterbury Street
Andover, Massachusetts
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The attached Notice of Annual Meeting and Proxy Statement cover
the formal business of the Annual Meeting. The Proxy Statement
contains a discussion of the matters to be voted upon at the
Annual Meeting, at which your management will report on the
operations of the Corporation and be available to respond to
appropriate questions from stockholders.
The Board of Directors encourages you to promptly complete,
date, sign and return your Proxy Card. Return of the Proxy Card
indicates your interest in the Corporations affairs. If
you attend the Annual Meeting and wish to vote your shares in
person, you may revoke your proxy at that time.
Sincerely yours,
PATRIZIO VINCIARELLI
Chairman of the Board, President and
Chief Executive Officer
TABLE OF CONTENTS
VICOR
CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE
24, 2010
NOTICE IS HEREBY GIVEN that the 2010 Annual Meeting of
Stockholders (the Annual Meeting) of Vicor
Corporation, a Delaware corporation (the
Corporation), will be held on Thursday,
June 24, 2010, at 5:00 p.m., local time, at the
Andover Country Club, 60 Canterbury Street, Andover,
Massachusetts, for the following purposes:
1. To fix the number of Directors at nine and to elect nine
Directors to hold office until the 2011 Annual Meeting of
Stockholders and until their respective successors are duly
elected and qualified; and
2. To consider and act upon any other matters that may be
properly brought before the Annual Meeting and at any
adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Annual
Meeting on the date specified above, or on any date or dates to
which, by original or later adjournment, the Annual Meeting may
be adjourned or to which the Annual Meeting may be postponed.
The Board of Directors has fixed the close of business on
April 30, 2010, as the record date for determining the
stockholders entitled to receive notice of and to vote at the
Annual Meeting and any adjournments or postponements thereof.
Only stockholders of record at the close of business on that
date will be entitled to receive notice of and to vote at the
Annual Meeting and any adjournments or postponements thereof.
You are requested to authorize a proxy to vote your shares by
completing, dating and signing the enclosed Proxy Card, which is
being solicited by the Board of Directors, and by mailing it
promptly in the enclosed postage-prepaid envelope. Any proxy may
be revoked by a writing delivered to the Corporation stating
that the proxy is revoked or by delivery of a properly executed,
later dated proxy. Stockholders of record who attend the Annual
Meeting may vote in person by notifying the Secretary, even if
they have previously delivered a signed proxy.
By Order of the Board of Directors
James A. Simms
Secretary
Andover, Massachusetts
April 30, 2010
Whether or not you plan to attend the Annual Meeting, please
complete, sign, date and promptly return the enclosed Proxy Card
in the enclosed postage-prepaid envelope. If you attend the
Annual Meeting, you may vote your shares in person if you wish,
even if you have previously returned your Proxy Card.
VICOR
CORPORATION
25 FRONTAGE ROAD
ANDOVER, MASSACHUSETTS 01810
TELEPHONE
(978) 470-2900
PROXY
STATEMENT
FOR THE
2010 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 24, 2010
April 30, 2010
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the
Board) of Vicor Corporation (the
Corporation) from owners of the outstanding shares
of capital stock of the Corporation (the
Stockholders, or as an individual, a
Shareholder) for use at the 2010 Annual Meeting of
Stockholders (the Annual Meeting) of the Corporation
to be held on Thursday, June 24, 2010, at 5:00 p.m.,
local time, at the Andover Country Club, 60 Canterbury Street,
Andover, Massachusetts, and at any adjournments or postponements
thereof. At the Annual Meeting, Stockholders will be asked to
consider and vote on the proposals set forth in this Proxy
Statement.
This Proxy Statement and the accompanying Notice of Annual
Meeting and Proxy Card are first being sent to Stockholders on
or about May 21, 2010. The Board of Directors has fixed the
close of business on April 30, 2010, as the record date for
the determination of Stockholders entitled to receive notice of
and to vote at the Annual Meeting (the Record Date).
Only Stockholders of record at the close of business on the
Record Date will be entitled to receive notice of and to vote at
the Annual Meeting. As of March 31, 2010, there were
29,899,930 shares of Common Stock and
11,767,052 shares of Class B Common Stock of the
Corporation outstanding and entitled to vote. Each share of
Common Stock entitles the holder thereof to one vote per share
and each share of Class B Common Stock entitles the holder
thereof to 10 votes per share. Shares of Common Stock and
Class B Common Stock will vote together as a single class
on the proposals set forth in this Proxy Statement.
Stockholders of the Corporation are requested to complete, date,
sign and return the accompanying Proxy Card in the enclosed
postage-prepaid envelope. Shares represented by a properly
executed Proxy Card received prior to the vote at the Annual
Meeting and not revoked will be voted at the Annual Meeting as
directed on the Proxy Card. If a properly executed Proxy Card is
submitted and no instructions are given, the shares so
represented will be voted FOR the sole proposal set forth
herein. It is not anticipated any matters other than those set
forth in this Proxy Statement will be presented at the Annual
Meeting. If other matters are presented, proxies will be voted
in accordance with the discretion of the proxy holders.
A Stockholder of record may revoke a proxy at any time before it
has been exercised by (1) filing a written revocation with
the Secretary of the Corporation at the address of the
Corporation set forth above; (2) filing a duly executed
proxy bearing a later date; or (3) appearing in person,
notifying the Secretary and voting by ballot at the Annual
Meeting. Any Stockholder of record as of the Record Date
attending the Annual Meeting may vote in person whether or not a
proxy has been previously given, but the presence (without
further action) of a Stockholder at the Annual Meeting will not
constitute revocation of a previously given proxy. The presence,
in person or by proxy, of Stockholders of a majority in interest
of all capital stock issued, outstanding and entitled to vote at
the Annual Meeting shall constitute a quorum for the transaction
of business at the Annual Meeting. Shares that reflect
abstentions or broker non-votes (i.e., shares held
by investment brokerage firms or other nominees that are
represented at the Annual Meeting but as to which such brokers
or nominees have not received instructions from the beneficial
owners or persons entitled to vote such shares and, with respect
to one or more but not all matters, such brokers or nominees do
not have discretionary voting power to vote such shares) will be
counted for purposes of determining whether a quorum is present
for the transaction of business at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed
herewith will be borne by the Corporation. In addition to the
solicitation of proxies by mail, the Directors, officers and
employees of the Corporation may also solicit proxies personally
or by telephone,
e-mail or
other form of electronic communication without special
compensation for such activities. The Corporation will also
request those holding shares in their names or in the names of
their nominees that are beneficially owned by others to send
proxy materials to and obtain proxies from such beneficial
owners. The Corporation will reimburse such holders for their
reasonable expenses in connection therewith.
The Corporations 2009 Annual Report (the Annual
Report), including financial statements for the fiscal
year ended December 31, 2009, is being mailed to
stockholders concurrently with this Proxy Statement. The Annual
Report, however, is not part of the proxy solicitation
materials. The Corporation will deliver promptly, upon written
or oral request, a separate copy of the Annual Report or Proxy
Statement, as applicable, to a Stockholder at a shared address
to which a single copy of the document was delivered.
Important notice regarding the availability of proxy
materials for the Annual Meeting to be held on June 24,
2010.
The Proxy Statement and Annual Report to Shareholders is
available at www.vicorpower.com/proxy.
PROPOSAL 1
The Board of the Corporation has recommended the number of
Directors be fixed at nine and has nominated the nine
individuals named below for election as Directors. Each of the
nominees is presently serving as a Director of the Corporation.
If elected, each nominee will serve until the 2011 Annual
Meeting of Stockholders and until his respective successor is
duly elected and qualified or until his death, resignation or
removal. Properly executed Proxy Cards will be voted for the
nominees named below unless otherwise specified. The Board
anticipates each of the nominees, if elected, will serve as a
Director. However, if any person nominated by the Board is
unable to serve or for good cause will not serve, proxies
solicited hereby will be voted for the election of another
person designated by the Board, if one is nominated. A plurality
of the votes cast by the Shareholders of Common Stock and
Class B Common Stock, voting together as a single class,
for a nominee for Director shall elect such nominee.
Accordingly, abstentions, broker non-votes, and votes withheld
from any nominee will have no effect on this proposal.
Dr. Patrizio Vinciarelli, Chairman of the Board, President,
and Chief Executive Officer, held, as of February 28, 2010,
81.3% of the voting power of the outstanding stock of the
Corporation, sufficient to elect each of the nominees named
below, and has indicated an intention to vote in favor of fixing
the number of Directors at nine and the election of all nominees.
The Board unanimously recommends a vote FOR fixing the number
of Directors at nine and the election of all of the nominees.
Information
Regarding Nominees
The following sets forth certain information as of
March 31, 2010, with respect to the nine nominees for
election to the Board. The information presented includes
information each Director has provided us about age, all
positions held, principal occupation and business experience for
the past five years, and the names of other publicly-held
companies for which the Director currently serves as a director
or has served as a director during the past five years. In
addition to the information presented below regarding each
nominees specific experience, qualifications, and skills
that led the Board as a whole to conclude the nominee possessed
the necessary attributes to serve as a Director, the Board as a
whole also considered each nominees reputation for
integrity, honesty and adherence to high ethical standards.
Information regarding the beneficial ownership of shares of the
capital stock of the Corporation by such persons is set forth in
the section of this Proxy Statement entitled Principal and
Management Stockholders.
2
See also Certain Relationships and Related
Transactions. There is no family relationship among any of
the Directors or executive officers of the Corporation.
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Director
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Name
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Since
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Principal Occupation for Past Five Years
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Patrizio Vinciarelli
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63
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1981
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Dr. Vinciarelli has been Chairman of the Board, President
and Chief Executive Officer of the Corporation since 1981.
Dr. Vinciarelli is qualified to serve on our Board of
Directors, given his standing as a leading innovator in the
development of power conversion technologies and his role as the
Companys founder, President and Chief Executive Officer.
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Estia J. Eichten
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63
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1981
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Dr. Eichten has been Senior Scientist with the Fermi
National Accelerator Laboratory since 1989. While a Director of
the Corporation, he served as President of VLT Corporation, a
wholly-owned subsidiary of the Corporation, from 1987 to 2000,
and has served since July 2000 as a Director of VLT, Inc., a
wholly-owned subsidiary of the Corporation since July 2000.
Dr. Eichtens qualifications to serve on our Board of
Directors include his extensive knowledge of electronics and
power conversion, as well as his deep understanding of our
products and organization that he has acquired in his
29 years of service as a Director.
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David T. Riddiford
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74
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1984
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Mr. Riddiford served from 1987 until his retirement in 2005 as
the general partner of Pell, Rudman Venture Management, L.P.,
which is the general partner of PR Venture Partners, L.P., a
venture capital affiliate of Pell, Rudman & Co., Inc., an
investment advisory firm. Mr. Riddiford also served as a member
of the Board of Directors of Datawatch Corporation, a
publicly-held provider of enterprise reporting and business
intelligence solutions and support center software from 1989
until his retirement in 2010. Mr. Riddifords
qualifications to serve on our Board of Directors include four
decades of experience in investing, monitoring and advising
companies as a venture capitalist, as well as the deep
understanding of our business that he has acquired in his
26 years of service as a Director.
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Barry Kelleher
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61
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1999
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Mr. Kelleher has been President of the Corporations Brick
Business Unit since May 2006 and earlier served as Senior Vice
President, Global Operations and General Manager of the
Corporations Brick Business Unit (from June 2005 to May
2006), Senior Vice President, Global Operations (from March 1999
to June 2005), and Senior Vice President, International
Operations (from 1993 to 1999). Mr. Kellehers
qualifications to serve on our Board of Directors include his
long-standing tenure as a senior executive in the power
conversion industry, his leadership role in the Company, and his
considerable experience in power industry sales and operations
management.
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Director
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Samuel J. Anderson
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53
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2001
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Mr. Anderson has been the Chairman of the Board, President and
Chief Executive Officer of Great Wall Semiconductor Corporation,
a semiconductor manufacturer, since its inception in 2002. He
also has served as non-executive Chairman of the Board of
Directors of Advanced Analogic Technologies Inc., a
publicly-held supplier of power management semiconductors, since
2001. Earlier, Mr. Anderson was Vice President of Corporate
Business Development of ON Semiconductor Corporation, a supplier
of semiconductors (from 1999 to 2001) and held various positions
within the semiconductor operations of Motorola, Inc. (from 1984
to 1999). Mr. Anderson is qualified to serve on our Board of
Directors, given his technical expertise and his experience as
an executive and director of other companies in the
semiconductor and power management industries.
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Claudio Tuozzolo
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47
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2007
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Mr. Tuozzolo has been President of Picor Corporation, a
subsidiary of the Corporation, since November 2003. Earlier he
had been Director of Integrated Circuit Engineering for the
Corporation from February 2003 to November 2003 and Manager of
Integrated Circuit Design from December 2001 to February 2003.
Before joining the Corporation, Mr. Tuozzolo was a Principal
Design Engineer for SIPEX Corporation from 1999 to 2001. Mr.
Touzzolo is qualified to serve on our Board of Directors, given
his role as leader of our strategically important Picor
subsidiary, his extensive experience in the semiconductor and
power management industries, and his technical expertise and
knowledge of our products.
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Director
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James A. Simms
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50
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2008
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Mr. Simms has been Chief Financial Officer and Secretary of the
Corporation since April 2008. From April 2007 until April 2008,
he was a Managing Director of Needham & Company, LLC, an
investment banking and asset management firm. Earlier, he had
served as a Managing Director with the investment banking firm
of Janney Montgomery Scott LLC, a wholly owned subsidiary of The
Penn Mutual Life Insurance Company (from 2004 to 2007) and as a
Managing Director of the investment banking firm of Adams,
Harkness & Hill, Inc. (from 1997 to 2004). Mr. Simms is a
member of the Board of Directors of PAR Technology Corporation,
a publicly-held provider of information technology solutions in
the hospitality and specialty retail industries, as well as a
provider of advanced technology systems and support services to
the United States military and other governmental agencies. Mr.
Simms is qualified to serve on our Board of Directors, given his
prior career in investment banking, his familiarity with the
securities markets, his expertise with complex financial
matters, and his experience as a director of other companies.
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Jason L. Carlson
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48
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2008
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Mr. Carlson has been Chief Executive Officer of Emo Labs, Inc.,
an early-stage developer of innovative audio speaker technology
since 2006. Prior to joining Emo Labs, Mr. Carlson served as
President and Chief Executive Officer of Semtech Corporation, a
publicly-traded vendor of analog and mixed-signal
semiconductors, with an emphasis on power management
applications, from November 2002 to October 2005. From December
1999 to July 2002, he was Vice President & General Manager
for the Crystal Product Division and the Consumer Products
& Data Acquisition Division of Cirrus Logic, Inc. a
publicly-traded vendor of analog and mixed-signal semiconductors
for consumer and industrial applications. Mr. Carlson joined
Cirrus Logic in July 1999 when that company acquired AudioLogic,
Inc., of which he had been Chief Executive Officer. Mr.
Carlsons qualifications to serve on our Board of Directors
include his experience as both a public company executive and as
an entrepreneur, as well as his understanding of the evolution
of technical innovation in the semiconductor and power
conversion industries.
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Director
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Liam K. Griffin
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43
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2009*
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Mr. Griffin currently serves as Senior Vice President, Sales and
Marketing, for Skyworks Solutions, Incorporated, a designer,
manufacturer and marketer of performance analog and mixed signal
semiconductors that enable wireless connectivity. Previously,
he was employed by Vectron International, a division of Dover
Corp., as Vice President of Worldwide Sales from 1997 to 2001,
and as Vice President of North American Sales from 1995 to 1997.
His prior experience included positions in marketing and
engineering with units of AT&T Corp. Mr. Griffins
qualifications to serve on our Board of Directors include his
experience in building and managing sales and marketing
organizations in technology-driven, global organizations.
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Mr. Griffin was appointed as a Director effective
October 1, 2009. |
CORPORATE
GOVERNANCE
The Board
and Its Committees
The Corporation is a controlled company in
accordance with the corporate governance rules contained in the
Marketplace Rules of the National Association of Securities
Dealers, Inc. (the NASDAQ Rules) because
Dr. Vinciarelli, Chairman of the Board , President, and
Chief Executive Officer, holds more than 50% of the voting power
of the outstanding capital stock of the Corporation. As a
result, the Corporation is not required to have (1) a
majority of independent directors on its board of directors,
(2) the compensation of its executive officers determined
by independent directors, nor (3) its director nominees
selected or recommended by independent directors. The Board has
determined that four of its nine Directors
(Messrs. Carlson, Eichten, Griffin and Riddiford), are
independent directors for purposes of the NASDAQ Rules.
Due to the Corporation being a controlled company and
Dr. Vinciarellis leadership of the Corporation since
its founding, Dr. Vinciarelli fulfills both the roles of
Chief Executive Officer and Chairman of the Board. As Chief
Executive, he is responsible for setting the strategic direction
of the Corporation and the day to day leadership and performance
of the Corporation. As Chairman of the Board,
Dr. Vinciarelli presides over meetings of the Board and, in
collaboration with Mr. Simms, in his capacity as Secretary
of the Corporation, establishes an agenda for each meeting.
The Board held five meetings during the fiscal year ended
December 31, 2009. Each of the Directors attended 75% or
more of the total number of meetings of the Board and meetings
of the committees thereof. Directors are expected to attend each
years Annual Meeting in person unless doing so is
impracticable due to unavoidable conflicts. All of the Directors
attended the 2009 Annual Meeting of Stockholders, except for
Mr. Griffin, who was appointed to the Board on
October 1, 2009.
The Board has established an Audit Committee and an Executive
Compensation Committee. The Board does not have a standing
Nominating Committee because it believes the Board as a whole is
in the best position to evaluate potential director nominees
and, therefore, it is not necessary for the Corporation to have
a separate committee responsible for such evaluations. The full
Board performs the function of such a committee.
The Audit Committee is composed of Messrs. Carlson, Eichten
and Riddiford. Information regarding the functions performed by
the Audit Committee and the number of meetings held during the
fiscal year is set forth in the section of this Proxy Statement
entitled Report of the Audit Committee. The Audit
Committee is
6
governed by a written charter approved by the Board on
February 3, 2007. The Board has determined all three
members of the Audit Committee are independent under
the applicable NASDAQ Rules and rules of the Securities and
Exchange Commission (the SEC). The Board also has
determined one of the present members of the Audit Committee,
Mr. Carlson, meets the definition of audit committee
financial expert as defined by Item 407(d) of
Regulation S-K
promulgated by the SEC. The Audit Committee Charter is posted on
the Corporations website, www.vicorpower.com, under the
heading Company and the subheading Corporate
Governance.
The Executive Compensation Committee is currently composed of
Messrs. Carlson, Eichten and Riddiford. The Executive
Compensation Committee is responsible for establishing salaries,
bonuses and other compensation for the officers of the
Corporation, approving all grants of stock options by the
Corporation and its subsidiaries, and administering the
Corporations stock option and bonus plans pursuant to
authority delegated to it by the Board. The Executive
Compensation Committee did not hold any formal meetings during
2009, as Messrs. Carlson, Eichten and Riddiford comprise
the members of both the Audit Committee and Executive
Compensation Committee; however, the committee did act by
written consent in lieu of meetings on seven occasions to
approve stock option awards granted during 2009.
The Board has an active role, as a whole and also at the
committee level, in overseeing management of the
Corporations risks. The Board regularly reviews
information regarding the Corporations strategy,
operations, financial position, and legal affairs, addressing
the risks associated with each.
While the Board is ultimately responsible for the
Corporations risk analysis and risk management procedures,
the Audit Committee assists the Board in overseeing such
responsibilities, with particular focus on the integrity and
effectiveness of the Corporations financial reporting
processes. The Audit Committee reviews guidelines and policies
on enterprise risk management, including risk assessment and
risk management related to the Companys major financial
risk exposures and managements monitoring and control of
such exposures. At each meeting of the Audit Committee,
management presents information addressing issues related to
risk analysis and risk management.
In addition to the risk oversight role undertaken by the Audit
Committee, the Executive Compensation Committee is aware of the
need to routinely assess the Corporations compensation
policies and practices as they relate to the Corporations
risk management and risk-taking incentives. The Executive
Compensation Committee has determined that the compensation
policies and practices for the Corporations employees are
not reasonably likely to have a material adverse effect on the
Corporation.
Director
Nomination Process
The full Board performs the director nomination function for the
Corporation. The Board does not have a charter governing the
director nomination process, although it has established
director nomination procedures setting forth the current process
for identifying and evaluating director nominees.
Board Membership Criteria The Board has
established the following minimum qualifications for nomination
to the Board. At a minimum, the Board must be satisfied each
nominee has high personal and professional integrity, has
demonstrated exceptional ability and judgment, and is expected,
in the judgment of the Board, to be highly effective, in
collaboration with the other nominees to the Board, in
collectively serving the interests of the Corporation and its
Stockholders. In addition to the minimum qualifications for each
nominee set forth above, the Board seeks to select for
nomination persons possessing relevant industry or technical
experience and, so that the independence of the Audit Committee
is maintained, persons meeting the independence
requirements of the NASDAQ Rules and the SEC.
Identifying and Evaluating Nominees The Board
may solicit recommendations from any or all sources it deems
appropriate. The Board will evaluate all proposed nominees in
the same manner, evaluating the qualifications of any
recommended candidate and conducting inquiries it deems
appropriate, without discrimination on the basis of race,
religion, national origin, sexual orientation, disability or any
other basis proscribed by law. In identifying and evaluating
proposed nominees, the Board may consider, in addition to the
minimum professional qualifications discussed above and other
criteria for Board membership approved by the Board
7
from time to time, all facts and circumstances that it deems
appropriate or advisable, including, among other things, the
diversity of experience, geographic representation, and
backgrounds of existing Directors. Based on these
considerations, the Board may nominate a director candidate it
believes will, together with the existing Directors and other
nominees, best serve the interests of the Corporation and its
Stockholders.
Shareholder Recommendations The Boards
current policy is to review and consider, in accordance with the
procedures described above, any candidates for Director
recommended by Stockholders of the Corporation entitled to vote
in the election of Directors. All Stockholder recommendations
for Director candidates must be submitted to the Secretary of
the Corporation at Vicor Corporation, 25 Frontage Road, Andover,
MA 01810.
All Stockholder recommendations for director candidates must
include the following information:
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the name and address of record of the Stockholder;
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a representation that the Stockholder is a record holder of
shares of stock of the Corporation entitled to vote in the
election of Directors, or if the Stockholder is not a record
holder, evidence of ownership in accordance with
Rule 14a-8(b)(2)
promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act);
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the name, age, business and residential address, educational
background, current principal occupation or employment, and
principal occupation or employment for the preceding five full
fiscal years of the proposed Director candidate;
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a description of the qualifications and background of the
proposed Director candidate that addresses the minimum
qualifications and other criteria for Board membership approved
by the Board from time to time;
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a description of all arrangements or understandings between the
Stockholder and the proposed Director candidate;
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the consent of the proposed Director candidate (1) to be
named in the proxy statement relating to the Corporations
Annual Meeting and (2) to serve as a Director if elected at
such Annual Meeting; and
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any other information regarding the proposed Director candidate
required to be included in a proxy statement filed pursuant to
the rules of the SEC.
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Communications
with the Board
If a Shareholder wishes to communicate with any Director or the
Board as a whole, he or she may do so by addressing such
communications to: [Name(s) of Director(s)/Board of Directors of
Vicor Corporation],
c/o Corporate
Secretary, Vicor Corporation, 25 Frontage Road, Andover, MA
01810. All correspondence should be sent via certified
U.S. mail, return receipt requested. All correspondence
received by the Corporate Secretary will be forwarded by the
Corporate Secretary promptly to the addressee(s).
Code of
Business Conduct and Ethics
The Corporation has established and adopted a Code of Business
Conduct and Ethics. This Code of Business Conduct and Ethics is
posted on the Corporations website, www.vicorpower.com,
under the heading Company and the subheading
Corporate Governance.
8
Executive
Officers
Executive officers hold office until the first meeting of the
Board of Directors following the next annual meeting of
stockholders and until their successors are elected and
qualified or until their earlier death, resignation or removal.
The following persons are the executive officers of the
Corporation.
Patrizio Vinciarelli, Ph.D., 63, Chairman of the
Board, President and Chief Executive Officer.
Dr. Vinciarelli founded the Corporation in 1981 and has
served as Chairman, President and Chief Executive Officer since
that time.
H. Allen Henderson, 62, President, Westcor Division,
and Vice President of the Corporation since March 1999.
Mr. Henderson also has served as President and Chief
Executive Officer of VLT, Inc., a wholly-owned subsidiary of the
Corporation, since July 2000. Mr. Henderson held the
position of General Manager of the Westcor Division from 1987 to
1999 and Sales Manager from 1985 to 1987. Prior to joining the
Corporation in 1985, Mr. Henderson was employed at
Boschert, Inc., a manufacturer of power supplies, since 1984,
serving as Director of Marketing.
Douglas W. Richardson, 62, Vice President and Chief
Information Officer, since November 2000. From 1996 to 2000,
Mr. Richardson held the position of Director, Application
Development, and, from 1994 to 1996, Manager, Computer
Integrated Manufacturing of the Corporation. Prior to joining
the Corporation in 1994, Mr. Richardson was a Program
Manager and Director of Quality Management from 1982 to 1994 for
ITP Systems, a subsidiary of PricewaterhouseCoopers,
specializing in manufacturing automation systems.
Barry Kelleher, 61, President of the Corporations
Brick Business Unit since May 2006. Mr. Kelleher held the
positions of Senior Vice President, Global Operations and
General Manager of the Corporations Brick Business Unit
from June 2005 to May 2006, Senior Vice President, Global
Operations from March 1999 to June 2005, and Senior Vice
President, International Operations from 1993 to 1999. Prior to
joining the Corporation in 1993, Mr. Kelleher was employed
by Computer Products Inc., a manufacturer of power conversion
products, since 1981, where he held the position of Corporate
Vice President and President of the Power Conversion Group.
Richard E. Zengilowski, 55, Vice President, Human
Resources, since August 2001. Prior to joining the Corporation
in 2001, Mr. Zengilowski was employed by Simplex Time
Recorder Co., a manufacturer of automated time and attendance
products, from 1992 to 2001, serving as Assistant General
Counsel from 1992 to 1998 and Director of Legal Affairs, Human
Resources from 1998 to 2001.
Richard J. Nagel, Jr., 53, Vice President, Chief
Accounting Officer, since May 2006. From December 2007 to April
2008, Mr. Nagel also held the position of Interim Chief
Financial Officer. From 2005 to 2006, Mr. Nagel held the
position of Senior Director, Corporate Controller, and, from
1996 to 2005, Director, Corporate Controller. Prior to joining
the Corporation in 1996, Mr. Nagel was employed by
Ernst & Young LLP, an international public accounting
firm, serving in a variety of positions from 1982 to 1996, most
recently as Senior Manager.
James A. Simms, 50, Chief Financial Officer and Secretary
since April 2008. Prior to joining the Corporation,
Mr. Simms held the position of Managing Director of
Needham & Company, LLC, an investment banking and
asset management firm, from March 2007 to April 2008. From
November 2004 to March 2007, Mr. Simms held the position of
Managing Director with the investment banking firm of Janney
Montgomery Scott LLC, a wholly owned subsidiary of The Penn
Mutual Life Insurance Company. From 1997 to 2004, Mr. Simms
served in a series of senior positions with the investment
banking firm of Adams, Harkness & Hill, Inc.
PRINCIPAL
AND MANAGEMENT STOCKHOLDERS
The following table sets forth the beneficial ownership of the
Corporations Common Stock and Class B Common Stock
held by (1) each person or entity known to the Corporation
to be the beneficial owner of more than five percent of the
outstanding shares of either class of the Corporations
common stock, (2) each Director of the Corporation (and
Director nominee), (3) each of the executive officers of
the Corporation named in the Summary Compensation Table, and
(4) all Directors and executive officers as a group
(including
9
Director nominees), based on representations of the Directors
and executive officers of the Corporation as of
February 28, 2010, a review of filings on Forms 3, 4,
5 and on Schedule 13G under the Exchange Act . Except as
otherwise specified, the named beneficial owner has sole voting
and investment power over the shares. The information in the
table reflects shares outstanding of each class of common stock
on February 28, 2010, and does not, except as otherwise
indicated below, take into account conversions after such date
of shares of Class B Common Stock into Common Stock.
Subsequent conversions of Class B Common Stock into Common
Stock will increase the voting control of persons who retain
shares of Class B Common Stock. The percentages have been
determined as of February 28, 2010, in accordance with
Rule 13d-3
under the Exchange Act, and are based on a total of 41,665,062
shares of common stock that were outstanding on such date, of
which 29,898,010 were shares of Common Stock entitled to one
vote per share and 11,767,052 were shares of Class B Common
Stock entitled to 10 votes per share. Each share of Class B
Common Stock is convertible into one share of Common Stock at
any time upon the election of the holder thereof.
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Percent of
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Total
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Percent of
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Class B
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Number of
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Common Stock
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Common Stock
|
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Percent
|
|
|
Shares Beneficially
|
|
Beneficially
|
|
Beneficially
|
|
of Voting
|
Name of Beneficial Owner(1)
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Owned(2)(3)
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Owned
|
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Owned
|
|
Power
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|
Patrizio Vinciarelli
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20,706,868
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32.4
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%
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93.7
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%
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81.3
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%
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Estia J. Eichten
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1,176,624
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(4)
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1.6
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%
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5.9
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%
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5.0
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%
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David T. Riddiford
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103,498
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(5)
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*
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*
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*
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Barry Kelleher
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39,255
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*
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*
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*
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Samuel J. Anderson
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31,917
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*
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*
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*
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Richard E. Zengilowski
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20,403
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|
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*
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|
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*
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|
|
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*
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|
James A. Simms
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13,264
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|
|
*
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|
|
|
*
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|
|
*
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|
Claudio Tuozzolo
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6,526
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|
|
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*
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|
|
|
*
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|
|
|
*
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|
Jason L. Carlson
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3,000
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|
|
|
*
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|
|
*
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|
|
*
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|
Liam K. Griffin
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|
|
|
|
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*
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|
|
*
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|
|
*
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|
All Directors and executive officers as a group (13 persons)
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22,126,986
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34.7
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%
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|
99.6
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%
|
|
|
86.4
|
%
|
Manatuck Hill Partners, LLC(6)
1465 Post Road East
Westport, CT 06880
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2,611,000
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8.7
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%
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*
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|
|
1.8
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%
|
BlackRock Inc.(7)
40 East 52nd Street
New York, NY 10022
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1,569,091
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5.2
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%
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*
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|
1.1
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%
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|
|
* |
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Less than 1% |
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(1) |
|
The address for each of the persons named in the table, but not
specified therein, is:
c/o Vicor
Corporation, 25 Frontage Road, Andover, MA 01810. |
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(2) |
|
Includes shares issuable upon the exercise of options to
purchase Common Stock of the Corporation that are exercisable or
will become exercisable on or before April 30, 2009 in the
following amounts: |
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|
Name of Beneficial Owner
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|
Shares
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|
Patrizio Vinciarelli
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|
7,740
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|
Estia J. Eichten
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|
6,526
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|
David T. Riddiford
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|
6,526
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|
Barry Kelleher
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36,998
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Samuel J. Anderson
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21,526
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|
Richard E. Zengilowski
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|
19,843
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|
James A. Simms
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|
13,264
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|
Claudio Tuozzolo
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|
6,526
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|
Jason L. Carlson
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|
3,000
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|
Liam K. Griffin
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|
10
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(3) |
|
The calculation of the total number of shares of Common Stock
beneficially owned includes the following: for
Dr. Vinciarelli, 11,023,648 shares of Class B
Common Stock; for Mr. Eichten 690,700 shares of
Class B Common Stock; and for all Directors and executive
officers as a group, 11,714,348 shares of Class B
Common Stock. |
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(4) |
|
Includes 8,750 shares of Common Stock beneficially owned by
Mr. Eichtens spouse as to which Mr. Eichten
disclaims beneficial ownership. In addition, includes
70,700 shares of Common Stock held by the Belle S. Feinberg
Memorial Trust of which Mr. Eichten is a trustee.
Mr. Eichten disclaims beneficial ownership of the shares of
Common Stock held by the Belle S. Feinberg Memorial Trust. |
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(5) |
|
Includes 4,500 shares of Common Stock beneficially owned by
Mr. Riddifords spouse as to which Mr. Riddiford
disclaims beneficial ownership. |
|
(6) |
|
Information reported is based upon a Schedule 13G filed on
June 30, 2009. This Schedule 13G indicates the
reporting person (i) has sole voting power with respect to
2,611,000 of the shares, and (ii) sole dispositive power
with respect to 2,611,000 of the shares. We have not made any
independent determination as to the beneficial ownership of such
holder and are not restricted in any determination we may make
by reason of inclusion of such holder or its shares in this
table. |
|
(7) |
|
Information reported is based upon a Schedule 13G filed on
January 29, 2010. This Schedule 13G indicates the
reporting person (i) has sole voting power with respect to
1,569,091 of the shares, and (ii) sole dispositive power
with respect to 1,569,091 of the shares. We have not made any
independent determination as to the beneficial ownership of such
holder and are not restricted in any determination we may make
by reason of inclusion of such holder or its shares in this
table. |
COMPENSATION
DISCUSSION AND ANALYSIS
Philosophy
The primary objective of the Corporations compensation
program is to attract, motivate, and retain highly qualified and
productive employees, using a combination of cash and equity
based rewards geared to incent and reward superior performance.
Salaries and cash bonuses encourage effective performance
relative to current plans and objectives, while stock options
are utilized to attract new talent, to retain key contributors,
promote longer-term focus and to more closely align the
interests of employees holding such options with those of
Stockholders.
The compensation of the Corporations executive officers
reflects their success as a team in attaining key performance
indicators. In addition, each executive officers
individual performance (as described below) represents the basis
for determining his or her overall compensation.
Overview
of Executive Compensation and Process
Elements of compensation for executive officers include: salary,
cash bonus, stock incentive awards, health, disability, life
insurance and certain perquisites.
The Chief Executive Officer makes compensation recommendations
to the Executive Compensation Committee with respect to the
executive officers, although the Executive Compensation
Committee may exercise its discretion in modifying any
recommended adjustments or awards. Such executive officers are
not present at the time of these deliberations. The Executive
Compensation Committee approves the annual salary of
Dr. Vinciarelli, Chairman of the Board, President, and
Chief Executive Officer.
The amount of each element of executive compensation is
determined by the Chief Executive Officer and approved by the
Executive Compensation Committee. The following factors are
considered in determining the amount of each executive
officers compensation:
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Performance against corporate and individual goals for the
previous year;
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The relative effort made and difficulties encountered by the
executive officer in pursuit of these goals; and
|
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Performance in the context of the overall performance of
management.
|
11
The competitiveness of the Corporations compensation
program is assessed using local and national salary survey data.
The survey data enables management to benchmark the Corporation
against companies of similar size, within the same industry,
and/or
within the same geographic region. The survey data is used as a
comparison when completing the annual merit increases for
executive officers and salaried employees. The Chief Executive
Officer makes salary recommendations based on the salary data
and evaluation of the respective merit, skills, experience and
performance of each executive officer.
SUMMARY
COMPENSATION TABLE FOR FISCAL 2009
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Nonqualified
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Deferred
|
|
All Other
|
|
|
Principal
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Total
|
Position
|
|
Year
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)(2)
|
|
($)
|
|
($)
|
|
($)(3)
|
|
($)
|
|
Patrizio Vinciarelli
|
|
|
2009
|
|
|
|
353,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,028
|
|
|
|
376,375
|
|
President, Chief
|
|
|
2008
|
|
|
|
332,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,081
|
|
|
|
356,933
|
|
Executive Officer
|
|
|
2007
|
|
|
|
312,923
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
22,872
|
|
|
|
735,795
|
|
James A. Simms
|
|
|
2009
|
|
|
|
276,800
|
|
|
|
50,000
|
|
|
|
|
|
|
|
17,022
|
|
|
|
|
|
|
|
|
|
|
|
28,364
|
|
|
|
372,186
|
|
Vice President,
|
|
|
2008
|
|
|
|
180,000
|
|
|
|
|
|
|
|
|
|
|
|
208,541
|
|
|
|
|
|
|
|
|
|
|
|
11,628
|
|
|
|
400,169
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barry Kelleher
|
|
|
2009
|
|
|
|
315,875
|
|
|
|
|
|
|
|
|
|
|
|
17,022
|
|
|
|
|
|
|
|
|
|
|
|
26,554
|
|
|
|
359,451
|
|
President, Brick
|
|
|
2008
|
|
|
|
288,472
|
|
|
|
|
|
|
|
|
|
|
|
32,582
|
|
|
|
|
|
|
|
|
|
|
|
27,466
|
|
|
|
348,520
|
|
Business Unit
|
|
|
2007
|
|
|
|
271,200
|
|
|
|
25,000
|
|
|
|
|
|
|
|
16,804
|
|
|
|
|
|
|
|
|
|
|
|
21,512
|
|
|
|
334,516
|
|
Claudio Tuozzolo
|
|
|
2009
|
|
|
|
255,577
|
|
|
|
|
|
|
|
|
|
|
|
17,022
|
|
|
|
|
|
|
|
|
|
|
|
22,514
|
|
|
|
295,113
|
|
President, Picor
|
|
|
2008
|
|
|
|
223,218
|
|
|
|
|
|
|
|
|
|
|
|
86,332
|
|
|
|
|
|
|
|
|
|
|
|
23,193
|
|
|
|
332,743
|
|
Corporation
|
|
|
2007
|
|
|
|
208,615
|
|
|
|
|
|
|
|
|
|
|
|
16,804
|
|
|
|
|
|
|
|
|
|
|
|
19,062
|
|
|
|
244,482
|
|
Richard E. Zengilowski
|
|
|
2009
|
|
|
|
230,832
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,125
|
|
|
|
275,957
|
|
Vice President,
|
|
|
2008
|
|
|
|
211,063
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
18,931
|
|
|
|
249,994
|
|
Human Resources
|
|
|
2007
|
|
|
|
198,185
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,616
|
|
|
|
240,801
|
|
|
|
|
(1) |
|
The 2008 figure for Mr. Simms represents salary for the
period from April 8, 2008, when he joined the Corporation,
through year-end. |
|
(2) |
|
Option awards shown for Messrs. Kelleher, Simms, and
Tuozzolo include options granted as compensation for their
service on the Corporations Board of Directors. Refer to
Note 3, Stock-Based Compensation and Employee Benefit
Plans, in the Notes to Consolidated Financial Statements
included in the Annual Report on
Form 10-K
for the year ended December 31, 2009, filed on
March 10, 2010, for the relevant assumptions used to
determine the valuation of our option awards. |
|
(3) |
|
Figures include car allowance, gasoline allowance, supplemental
health, dental and vision insurance, the taxable portion of life
insurance benefit, and the Corporations matching 401(k)
plan contribution for each employee shown.
Dr. Vinciarellis car allowance is $10,800, while all
other amounts are individually below the threshold for
individual disclosure. |
Base
Salary
Base salaries for the Corporations executive officers is
based on the Corporations operating performance relative
to comparable peer companies within certain survey information.
In setting base salaries for fiscal 2009, national and local
executive salary survey data for executive officers with
comparable qualifications, experience and responsibilities at
selected peer companies was evaluated to determine an
appropriate range for merit increases. Each year such merit
increase data is presented to the Executive Compensation
Committee and Chief Executive Officer for approval.
Bonus
Outstanding accomplishments or the achievement of certain
specific goals is rewarded through discretionary cash bonus
payments, determined by the Chief Executive Officer and approved
by the Executive Compensation Committee. During 2008,
Mr. Simms earned a discretionary cash bonus of $50,000 that
was paid in 2009. During 2009 and 2007, discretionary cash bonus
payments, ranging from $10,000 to $25,000, were paid to certain
corporate and business unit vice presidents.
12
Stock
Option and Equity Incentive Programs
Because of the direct relationship between the value of an
option and the market price of the Corporations common
stock, the Board considers the granting of stock options to be
an effective method of motivating executive officers to manage
the Corporation in a manner consistent with the interests of the
Corporation and its Shareholders.
The Executive Compensation Committee approves stock options
grants to executive officers and key employees based upon prior
performance. There is no set formula for the granting of
discretionary option awards to individual executive officers or
employees. Stock options also are granted to certain employees
upon their employment. Grants to newly hired employees are
effective on the first business day of the month following
employment, following the approval by the Executive Compensation
Committee.
The exercise price of stock options for the purchase of the
Corporations common stock is generally set at the closing
price of the Corporations common stock on The NASDAQ Stock
Market, LLC (NASDAQ) on the effective date of the
grant. In certain circumstances, the exercise price may be set
at a higher level to provide for additional performance
incentives. As discussed in the Directors Compensation
section, stock options are granted to all Directors, with the
exception of Dr. Vinciarelli, on the date of the Annual
Meeting, in accordance with the terms of the Amended and
Restated 2000 Stock Option and Incentive Plan (the 2000
Plan).
During 2008 and 2007, options for the purchase of V*I Chip
Corporation (V*I Chip) common stock were granted to
certain employees of that subsidiary under the V*I Chip
Corporation Amended 2007 Stock Option and Incentive Plan (the
2007 V*I Chip Plan). All grants were reviewed and
approved by the V*I Chip Board of Directors and the Executive
Compensation Committee. There is no set formula for the granting
of discretionary option awards to individual executive officers
or employees of V*I Chip. These grants have a five year vesting
schedule and 10 year expiration. Grants to new hires are
effective on the first business day of the month following
employment. V*I Chip stock options are granted at a price not
less than the fair value of a common share of V*I Chip at the
date of grant, as determined by the V*I Chip Board of Directors
and the Executive Compensation Committee. There were no stock
options granted under the 2007 V*I Chip Plan in 2009.
During 2008 and 2007, options for the purchase of Picor
Corporation (Picor) common stock were granted to
certain employees of that subsidiary under the Picor Corporation
Amended 2001 Stock Option and Incentive Plan, as amended (the
2001 Picor Plan). All grants were reviewed and
approved by the Picor Board of Directors and the Executive
Compensation Committee. There is no set formula for the granting
of discretionary option awards to individual executives or
employees of Picor. These grants have a five year vesting
schedule and 10 year expiration. Grants to new hires are
effective on the first business day of the month following
employment. Picor stock options are granted at a price not less
than the fair value of a common share of Picor at the date of
grant, as determined by the Picor Board of Directors and the
Executive Compensation Committee. There were no stock options
granted under the 2001 Picor Plan in 2009.
13
Equity
Compensation Plan Information
The following table sets forth certain aggregated information
for the Corporation as December 31, 2009 (the end of the
most recently completed fiscal year), regarding equity
securities underlying stock option awards made under the 1993
Stock Option Plan (the 1993 Plan), the 1998 Stock
Option and Incentive Plan (the 1998 Plan) and the
2000 Plan (collectively the Vicor Plans), the 2007
V*I Chip Plan and 2001 Picor Plan. All equity compensation plans
of the Corporation have been approved by its stockholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
Weighted-Average
|
|
Remaining Available for
|
|
|
Number of Securities to
|
|
Exercise
|
|
Future Issuance Under
|
|
|
be Issued Upon Exercise
|
|
Price of Outstanding
|
|
Equity Compensation Plans
|
|
|
of Outstanding Options,
|
|
Options, Warrants
|
|
(Excluding Securities
|
Plan Category
|
|
Warrants and Rights
|
|
and Rights
|
|
Reflected in Column [a])
|
|
|
[a]
|
|
[b]
|
|
[c]
|
|
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Vicor Plans
|
|
|
765,563
|
|
|
$
|
17.11
|
|
|
|
2,692,931
|
|
2007 V*I Chip Plan
|
|
|
7,617,500
|
|
|
$
|
1.00
|
|
|
|
4,382,500
|
|
2001 Picor Plan
|
|
|
5,021,040
|
|
|
$
|
0.62
|
|
|
|
4,948,960
|
|
Perquisites
All employees who participated in the Corporations 401(k)
plan received up to $3,675 in matching funds in 2009. All named
executive officers, with the exception of Dr. Vinciarelli,
participated in the 401(k) plan and received matching funds. All
employees receive the same health and insurance benefits. In
general, employees pay approximately 30% of the health premium
due. In addition to participating in the health plan offered to
all employees, executive officers may also receive supplemental
health, dental, vision, and certain long term care insurance
benefits. The Corporation does not provide pension arrangements,
post-retirement health coverage, or similar benefits for its
executive officers or employees.
GRANTS OF
PLAN-BASED AWARDS FOR FISCAL 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vicor Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All other
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
Estimated
|
|
|
Estimated
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
Exercise
|
|
|
Date
|
|
|
|
|
|
|
Future Payouts
|
|
|
Future Payouts
|
|
|
Number of
|
|
|
Number of
|
|
|
or Base
|
|
|
Fair
|
|
|
|
|
|
|
Under Non-Equity
|
|
|
Under Equity
|
|
|
Shares
|
|
|
Securities
|
|
|
Price of
|
|
|
Value of
|
|
|
|
|
|
|
Incentive Plan Awards
|
|
|
Incentive Plan Awards
|
|
|
of Stock
|
|
|
Underlying
|
|
|
Option
|
|
|
Option
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
or Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)(1)
|
|
|
($/Sh)
|
|
|
($)(2)
|
|
|
James A. Simms
|
|
|
6/25/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,247
|
|
|
|
6.90
|
|
|
|
17,022
|
|
Barry Kelleher
|
|
|
6/25/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,247
|
|
|
|
6.90
|
|
|
|
17,022
|
|
Claudio Tuozzolo
|
|
|
6/25/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,247
|
|
|
|
6.90
|
|
|
|
17,022
|
|
|
|
|
(1) |
|
Options granted on June 25, 2009 as compensation for their
service on the Corporations Board of Directors. |
|
(2) |
|
Refer to Note 3, Stock-Based Compensation and
Employee Benefit Plans, in the Notes to Consolidated
Financial Statements included in the Annual Report on
Form 10-K
for the year ended December 31, 2009, filed on
March 10, 2010, for the relevant assumptions used to
determine the valuation of our option awards. |
14
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vicor Plans
|
|
Option Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Expiration
|
Name
|
|
(#)(1)
|
|
(#)(1)(3)
|
|
($)
|
|
Date(2)
|
|
Patrizio Vinciarelli
|
|
|
6,277
|
|
|
|
|
|
|
|
13.63
|
|
|
|
10/12/2011
|
|
|
|
|
1,463
|
|
|
|
|
|
|
|
20.50
|
|
|
|
4/12/2010
|
|
James A. Simms
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
10.00
|
|
|
|
6/26/2011
|
|
|
|
|
382
|
|
|
|
382
|
|
|
|
12.02
|
|
|
|
4/21/2011
|
|
|
|
|
10,000
|
|
|
|
40,000
|
|
|
|
12.44
|
|
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
7,247
|
|
|
|
6.90
|
|
|
|
6/25/2012
|
|
Barry Kelleher
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
10.00
|
|
|
|
6/26/2011
|
|
|
|
|
4,026
|
|
|
|
|
|
|
|
12.42
|
|
|
|
6/20/2010
|
|
|
|
|
5,124
|
|
|
|
|
|
|
|
13.63
|
|
|
|
10/12/2011
|
|
|
|
|
1,475
|
|
|
|
|
|
|
|
17.63
|
|
|
|
4/16/2011
|
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
20.00
|
|
|
|
2/21/2013
|
|
|
|
|
1,171
|
|
|
|
|
|
|
|
20.50
|
|
|
|
4/12/2010
|
|
|
|
|
1,221
|
|
|
|
|
|
|
|
20.50
|
|
|
|
4/12/2010
|
|
|
|
|
337
|
|
|
|
|
|
|
|
35.75
|
|
|
|
1/31/2011
|
|
|
|
|
618
|
|
|
|
|
|
|
|
39.94
|
|
|
|
7/17/2010
|
|
|
|
|
526
|
|
|
|
|
|
|
|
43.81
|
|
|
|
10/11/2010
|
|
|
|
|
|
|
|
|
7,247
|
|
|
|
6.90
|
|
|
|
6/25/2012
|
|
Claudio Tuozzolo
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
10.00
|
|
|
|
6/26/2011
|
|
|
|
|
4,026
|
|
|
|
|
|
|
|
12.42
|
|
|
|
6/20/2010
|
|
|
|
|
|
|
|
|
7,247
|
|
|
|
6.90
|
|
|
|
6/25/2012
|
|
Richard E. Zengilowski
|
|
|
2,500
|
|
|
|
|
|
|
|
6.43
|
|
|
|
7/15/2012
|
|
|
|
|
3,843
|
|
|
|
|
|
|
|
13.63
|
|
|
|
10/12/2011
|
|
|
|
|
6,000
|
|
|
|
4,000
|
|
|
|
14.07
|
|
|
|
11/1/2016
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
19.40
|
|
|
|
9/4/2011
|
|
|
|
|
(1) |
|
Generally, stock options become exercisable in five equal annual
installments beginning on the first anniversary of the date of
grant. |
|
(2) |
|
The expiration date of each stock option generally occurs five
years after the vesting date of each installment. On
February 21, 2009, Mr. Kelleher was granted 50,000
options that expire two years after the vesting date. |
15
|
|
|
(3) |
|
The unexercisable option vesting schedule under the Vicor Plans
is as follows as of December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Shares
|
|
Vest Date
|
|
James A. Simms
|
|
|
4/21/2008
|
|
|
|
382
|
|
|
|
4/21/2010
|
|
|
|
|
5/1/2008
|
|
|
|
10,000
|
|
|
|
5/1/2010
|
|
|
|
|
5/1/2008
|
|
|
|
10,000
|
|
|
|
5/1/2011
|
|
|
|
|
5/1/2008
|
|
|
|
10,000
|
|
|
|
5/1/2012
|
|
|
|
|
5/1/2008
|
|
|
|
10,000
|
|
|
|
5/1/2013
|
|
|
|
|
6/26/2008
|
|
|
|
2,500
|
|
|
|
6/26/2010
|
|
|
|
|
6/25/2009
|
|
|
|
3,624
|
|
|
|
6/25/2010
|
|
|
|
|
6/25/2009
|
|
|
|
3,623
|
|
|
|
6/25/2011
|
|
Barry Kelleher
|
|
|
2/21/2006
|
|
|
|
10,000
|
|
|
|
2/21/2010
|
|
|
|
|
2/21/2006
|
|
|
|
10,000
|
|
|
|
2/21/2011
|
|
|
|
|
6/26/2008
|
|
|
|
2,500
|
|
|
|
6/26/2010
|
|
|
|
|
6/25/2009
|
|
|
|
3,624
|
|
|
|
6/25/2010
|
|
|
|
|
6/25/2009
|
|
|
|
3623
|
|
|
|
6/25/2011
|
|
Claudio Tuozzolo
|
|
|
6/26/2008
|
|
|
|
2,500
|
|
|
|
6/26/2010
|
|
|
|
|
6/25/2009
|
|
|
|
3,624
|
|
|
|
6/25/2010
|
|
|
|
|
6/25/2009
|
|
|
|
3,623
|
|
|
|
6/25/2011
|
|
Richard E. Zengilowski
|
|
|
11/1/2006
|
|
|
|
2,000
|
|
|
|
11/1/2010
|
|
|
|
|
11/1/2006
|
|
|
|
2,000
|
|
|
|
11/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 V*I Chip Plan
|
|
Option Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Expiration
|
Name
|
|
(#)(1)
|
|
(#)(1)
|
|
($)
|
|
Date(2)
|
|
Patrizio Vinciarelli
|
|
|
1,600,000
|
|
|
|
2,400,000
|
|
|
|
1.00
|
|
|
|
6/4/2017
|
|
Barry Kelleher
|
|
|
20,000
|
|
|
|
30,000
|
|
|
|
1.00
|
|
|
|
5/14/2017
|
|
Richard E. Zengilowski
|
|
|
20,000
|
|
|
|
30,000
|
|
|
|
1.00
|
|
|
|
5/14/2017
|
|
|
|
|
(1) |
|
Generally, stock options become exercisable in five equal annual
installments beginning on the first anniversary of the date of
grant. |
|
(2) |
|
The unexercisable option vesting schedule under the 2007 V*I
Chip Plan is as follows as of December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Shares
|
|
Vest Date
|
|
Patrizio Vinciarelli
|
|
|
6/4/2007
|
|
|
|
800,000
|
|
|
|
6/4/2010
|
|
|
|
|
6/4/2007
|
|
|
|
800,000
|
|
|
|
6/4/2011
|
|
|
|
|
6/4/2007
|
|
|
|
800,000
|
|
|
|
6/4/2012
|
|
Barry Kelleher
|
|
|
3/25/2008
|
|
|
|
10,000
|
|
|
|
5/14/2010
|
|
|
|
|
3/25/2008
|
|
|
|
10,000
|
|
|
|
5/15/2011
|
|
|
|
|
3/25/2008
|
|
|
|
10,000
|
|
|
|
5/16/2012
|
|
Richard E. Zengilowski
|
|
|
3/25/2008
|
|
|
|
10,000
|
|
|
|
5/14/2010
|
|
|
|
|
3/25/2008
|
|
|
|
10,000
|
|
|
|
5/15/2011
|
|
|
|
|
3/25/2008
|
|
|
|
10,000
|
|
|
|
5/16/2012
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Picor Plan
|
|
Option Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Expiration
|
Name
|
|
(#)(1)
|
|
(#)(1)(2)
|
|
($)
|
|
Date
|
|
Claudio Tuozzolo
|
|
|
200,000
|
|
|
|
|
|
|
|
0.25
|
|
|
|
1/2/2012
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
0.25
|
|
|
|
3/3/2013
|
|
|
|
|
14,340
|
|
|
|
|
|
|
|
0.25
|
|
|
|
1/1/2013
|
|
|
|
|
600,000
|
|
|
|
|
|
|
|
0.75
|
|
|
|
11/3/2013
|
|
|
|
|
16,000
|
|
|
|
|
|
|
|
0.75
|
|
|
|
1/1/2014
|
|
|
|
|
24,000
|
|
|
|
|
|
|
|
0.75
|
|
|
|
8/26/2014
|
|
|
|
|
90,000
|
|
|
|
60,000
|
|
|
|
0.88
|
|
|
|
6/5/2016
|
|
|
|
|
25,000
|
|
|
|
100,000
|
|
|
|
1.01
|
|
|
|
6/12/2018
|
|
|
|
|
(1) |
|
Generally, stock options become exercisable in five equal annual
installments beginning on the first anniversary of the date of
grant. |
|
(2) |
|
The unexercisable option vesting schedule under the 2001 Picor
Plan is as follows as of December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
Shares
|
|
Vest Date
|
|
Claudio Tuozzolo
|
|
|
6/5/2006
|
|
|
|
30,000
|
|
|
|
6/5/2010
|
|
|
|
|
6/5/2006
|
|
|
|
30,000
|
|
|
|
6/5/2011
|
|
|
|
|
6/12/2008
|
|
|
|
25,000
|
|
|
|
6/12/2010
|
|
|
|
|
6/12/2008
|
|
|
|
25,000
|
|
|
|
6/12/2011
|
|
|
|
|
6/12/2008
|
|
|
|
25,000
|
|
|
|
6/12/2012
|
|
|
|
|
6/12/2008
|
|
|
|
25,000
|
|
|
|
6/12/2013
|
|
OPTIONS
EXERCISES AND STOCK VESTED FOR FISCAL 2009
No named executive officer acquired additional shares though
option exercises or stock vesting during fiscal 2009.
Post-Employment
Compensation
Pension
Benefits
The Corporation does not provide pension arrangements or
post-retirement health coverage for executive officers or
employees. Executive officers are eligible to participate in a
401(k) defined contribution plan. In any plan year, the
Corporation will make a matching contribution equal to 50% of
the first 3% of the participants compensation that has
been contributed to the plan, up to a maximum matching
contribution of $3,675. All executive officers, with the
exception of Dr. Vinciarelli, participated in the 401(k)
plan during fiscal 2009 and received matching contributions.
Nonqualified
Deferred Compensation
The Corporation does not provide any nonqualified defined
contribution or other deferred compensation plans.
17
Other
Post-Employment Payments
All employees, including executive officers, are
employees-at-will
and, as such, do not have employment contracts with the
Corporation. Stock options issued under the 2000 Plan, the 2001
Picor Plan and the 2007 V*I Chip Plan carry a change in control
provision that automatically accelerates vesting and makes
unvested options fully exercisable. As of December 31,
2009, the intrinsic value of unvested options held by named
executive officers was as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of Unvested
|
|
|
Intrinsic Value of
|
|
|
|
Options as of
|
|
|
Unvested Options as of
|
|
|
|
December 31,
|
|
|
December 31,
|
|
Named Executive Officer
|
|
2009
|
|
|
2009
|
|
|
Vicor Plans(1)
|
|
|
|
|
|
|
|
|
James A. Simms
|
|
|
7,247
|
|
|
$
|
17,393
|
|
Barry Kelleher
|
|
|
7,247
|
|
|
|
17,393
|
|
Claudio Tuozzolo
|
|
|
7,247
|
|
|
|
17,393
|
|
2007 V*I Chip Plan
|
|
|
|
|
|
|
|
|
Patrizio Vinciarelli
|
|
|
2,400,000
|
|
|
|
120,000
|
|
Barry Kelleher
|
|
|
30,000
|
|
|
|
1,500
|
|
Richard E. Zengilowski
|
|
|
30,000
|
|
|
|
1,500
|
|
2001 Picor Plan
|
|
|
|
|
|
|
|
|
Claudio Tuozzolo
|
|
|
160,000
|
|
|
|
38,200
|
|
|
|
|
(1) |
|
Information for the Vicor Plans excludes unvested options with
exercise prices less than the market value of the
Corporations stock as of December 31, 2009. |
DIRECTORS
COMPENSATION FOR FISCAL 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Nonqualified
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
|
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
|
|
Cash
|
|
Stock Awards
|
|
Option Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
|
|
Name(1)
|
|
($)
|
|
($)
|
|
($) (2)(3)(4)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
|
|
Samuel J. Anderson
|
|
|
30,000
|
|
|
|
|
|
|
|
17,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,022
|
|
|
|
|
|
Jason L. Carlson
|
|
|
30,000
|
|
|
|
|
|
|
|
17,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,022
|
|
|
|
|
|
Estia J. Eichten
|
|
|
30,000
|
|
|
|
|
|
|
|
17,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,022
|
|
|
|
|
|
Liam K. Griffin
|
|
|
7,500
|
|
|
|
|
|
|
|
56,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,706
|
|
|
|
|
|
David T. Riddiford
|
|
|
30,000
|
|
|
|
|
|
|
|
17,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,022
|
|
|
|
|
|
|
|
|
(1) |
|
Dr. Vinciarelli has been omitted from this table since he
receives no compensation for serving on the Board.
Messrs. Kelleher, Simms and Tuozzolo have been omitted from
this table because, as employee Directors, they receive no fees
in addition to their salary for serving on the Board. Their
stock option awards are included in the Summary Compensation
Table. |
|
(2) |
|
Refer to Note 3, Stock-Based Compensation and
Employee Benefit Plans, in the Notes to Consolidated
Financial Statements included in the Annual Report on
Form 10-K
for the year ended December 31, 2009, filed on
March 10, 2010, for the relevant assumptions used to
determine the valuation of option awards. |
18
|
|
|
(3) |
|
The aggregate grant date fair value and aggregate number of
stock options awarded and outstanding as of December 31,
2009 was as follows: |
|
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
|
Number of
|
|
|
|
Fair Value of
|
|
|
Awards
|
|
Name
|
|
Stock Options
|
|
|
Outstanding
|
|
|
Samuel J. Anderson
|
|
$
|
211,586
|
|
|
|
31,273
|
|
Jason L. Carlson
|
|
|
67,228
|
|
|
|
22,247
|
|
Estia J. Eichten
|
|
|
46,408
|
|
|
|
16,273
|
|
Liam K. Griffin
|
|
|
56,206
|
|
|
|
15,000
|
|
David T. Riddiford
|
|
|
46,408
|
|
|
|
16,273
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
427,836
|
|
|
|
101,066
|
|
|
|
|
|
|
|
|
|
|
Overview
of Director Compensation and Procedures
The level of compensation of non-employee Directors is reviewed
on an annual basis. To determine how appropriate the current
level of compensation for non-employee Directors is, the Board
reviews data from a number of different sources including:
|
|
|
|
|
publicly available data describing director compensation in peer
companies;
|
|
|
|
survey data collected by the human resources department; and
|
|
|
|
information obtained directly from other companies.
|
Non-employee Directors are compensated through a combination of
cash payments and equity-based awards. Each non-employee
Director receives a quarterly retainer of $7,500 for his
services. Expenses incurred by non-employee Directors in
attending board and committee meetings are reimbursed.
Additionally, each non-employee Director and each employee
Director, other than any Director holding in excess of 10% of
the total number of shares of the capital stock of the
Corporation (i.e., Dr. Vinciarelli), receives an annual
grant of non-qualified stock options upon election as a Director
following the Annual Meeting of Stockholders under the 2000
Plan. Currently, the formula to calculate the stock option award
is $50,000 divided by the price of Vicor Common Stock at the
close of market as reported on the NASDAQ on the day of the
Annual Meeting of Stockholders. Accordingly, each non-employee
Director and each employee Director, other than
Dr. Vinciarelli, received non-qualified stock options to
purchase up to 5,000 shares of Common Stock on
June 25, 2009 at an exercise price of $6.90 per share. Half
of these options will become exercisable one year after the
grant date, while the remainder becomes exercisable after two
years. These options expire three years from the grant date.
Directors who are also employees do not receive cash
compensation for service on the Board.
Compensation
Committee Report
The Executive Compensation Committee of the Board of Directors
of the Corporation (the Executive Compensation
Committee) has reviewed and discussed the Compensation
Discussion and Analysis (the CD&A) for the year
ended December 31, 2009 with management. Based on the
reviews and discussions referred to above, the Executive
Compensation Committee recommended to the board that the
CD&A be included in the Proxy Statement for the year ended
December 31, 2009, for filing with the SEC.
Submitted by the Executive Compensation Committee
Jason L. Carlson
Estia J. Eichten
David T. Riddiford
19
Compensation
Committee Interlocks and Insider Participation
Messrs. Carlson, Eichten and Riddiford serve on the
Executive Compensation Committee. Messrs. Carlson, Eichten,
and Riddiford do not serve as executive officers of the
Corporation. The Board is not aware of any compensation
committee interlocks or other relationships that would represent
a potential conflict of interest.
Report of
the Audit Committee of the Board of Directors
The Audit Committee oversees the Corporations financial
reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial
statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities,
the Audit Committee reviewed the audited financial statements in
the Annual Report with management including a discussion of the
quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent registered
public accounting firm, which is responsible for expressing an
opinion on the conformity of those audited financial statements
with U.S. generally accepted accounting principles,
including a discussion of the quality, not just the
acceptability, of the Corporations accounting principles
and such other matters as are required to be discussed with the
Audit Committee in accordance with standards established by the
Public Company Accounting Oversight Board (PCAOB)
and generally accepted auditing standards. In particular, the
Audit Committee has discussed with the independent registered
public accounting firm the matters required to be discussed with
them under the provision of Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing
Standards), as modified or supplemented. In addition, the
Audit Committee has received the written disclosures and the
letter from the independent registered public accounting firm
required by PCAOB Rule 3600T, which adopted on an interim
basis Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has
discussed with the independent registered public accounting firm
the auditors independence from management and the
Corporation and considered the compatibility of non-audit
services with the auditors independence.
The Audit Committee discussed with the independent registered
public accounting firm the overall scope and plans for their
audit. The Audit Committee meets with the independent registered
public accounting firm, with and without management present, to
discuss the results of their examination, their evaluation of
the Corporations internal controls over financial
reporting, and the overall quality of the Corporations
financial reporting. The Audit Committee held eleven meetings
during fiscal 2009.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board of Directors (and
the Board approved) that the audited financial statements be
included in the Corporations Annual Report on
Form 10-K
for the year ended December 31, 2009 for filing with the
SEC.
Submitted by the Audit Committee:
Jason L. Carlson
Estia J. Eichten
David T. Riddiford
Certain
Relationships and Related Transactions
Mr. Anderson, a director of the Corporation, is the
founder, Chairman of the Board, President and Chief Executive
Officer, as well as the majority voting shareholder, of Great
Wall Semiconductor Corporation (GWS). GWS and its
subsidiary design and sell semiconductors, conduct research and
development activities, develop and license patents, and
litigate against those who infringe upon patented technology.
The Corporations gross investment in non-voting
convertible preferred stock of GWS totaled $5,000,000 as of
December 31, 2009, giving the Corporation an approximately
30% ownership interest in GWS. The Corporation accounts for the
investment in GWS under the equity method of accounting and
periodically evaluates the investment in GWS to determine if
there are any events or circumstances that are likely to have a
significant adverse effect on the fair value of the investment.
There was no allocation of equity method
20
income (loss) in 2009 as GWS incurred a net loss for the year.
During the year ended December 31, 2008, the investment was
adjusted for a decline in value judged to be
other-than-temporary of $706,000 in the first quarter and
$555,000 in the fourth quarter of 2008, respectively, bringing
the investment balance to zero as of December 31, 2008. The
decision to bring the investment balance to zero was based on
GWS continued operating losses, the impact of the current
global economic crisis on the current and short-term outlook for
its operations, a negative working capital position as of
December 31, 2008, and a valuation based on discounted cash
flows.
The Corporation and GWS are parties to an intellectual property
cross-licensing agreement, and the Corporation purchases certain
components from GWS. Purchases from GWS totaled approximately
$1,608,000 in 2009. During the second quarter of 2009, the
Corporation and GWS completed a new license agreement and
executed a contract with GWS current foundry. The new
license agreement expands the Corporations existing
license to technology associated with certain GWS semiconductor
devices, provides technical assistance for the manufacture by
the Corporation of such licensed devices, and facilitates the
execution of a contract between the Corporation, GWS and
GWS current and future foundries that will provide direct
access to such foundries on terms equal to those enjoyed by GWS.
The new license agreement also calls for GWS to develop, design,
acquire tooling and manufacture several additional high voltage
devices for the Corporation. The aggregate amount of milestone
payments to GWS from the Corporation under these arrangements
will be $800,000. Payment is contingent on meeting stipulated
milestones pursuant to the license agreement. During 2009, the
Corporation made payments totaling $650,000 under the license
agreement.
The Corporations policy and procedures with respect to the
review, approval
and/or
ratification of related party transactions are set forth in the
Corporations Audit Committee Charter and, in summary,
require the Audit Committee to review and approve all related
party transactions required to be disclosed pursuant to SEC
Regulation S-K,
Item 404, and to discuss with management the business
rationale for the transactions and whether appropriate
disclosures have been made. The related party transactions
described above were subject to this policy.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the
Corporations executive officers and Directors, and persons
who own more than 10% of a registered class of the
Corporations equity securities (collectively,
Insiders), to file reports of ownership and changes
in ownership with the SEC and NASDAQ. Insiders are required by
SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file. To the Corporations
knowledge, based solely on a review of copies of such reports
and written representations that no other reports were required
during the fiscal year ended December 31, 2009, all
transactions in the Corporations securities that were
engaged in by Insiders, and therefore required to be disclosed
pursuant to Section 16(a) of the Exchange Act, were timely
reported.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Changes
in Certifying Accountant
On June 11, 2008, the Audit Committee approved the
dismissal of Ernst & Young LLP (E&Y)
as the Corporations independent registered public
accounting firm and the engagement of Grant Thornton LLP
(GT) as the Corporations independent
registered public accounting firm. On June 13, 2008, the
Corporation engaged GT as the Corporations independent
registered public accounting firm commencing with audit services
for the year ending December 31, 2008.
Regarding
the Former Registered Public Accounting Firm
During the years ended December 31, 2007 and 2006, and the
subsequent interim period through June 11, 2008, there were
no: (1) disagreements with E&Y on any matter of
accounting principal or practice, financial statement
disclosure, or auditing scope or procedure that, if not resolved
to E&Ys satisfaction, would have
21
caused E&Y to make reference to the matter in their
reports, or (2) except as described in the following three
paragraphs, reportable events as defined in
Item 304(a)(1)(v) of
Regulation S-K.
The audit reports of E&Y on the Corporations
consolidated financial statements as of and for the years ended
December 31, 2007 and 2006 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting
principles, except as follows: E&Ys report on the
consolidated financial statements of the Corporation as of and
for the years ended December 31, 2007 and 2006 contained a
separate paragraph stating that As discussed in
Notes 2 and 7 to the consolidated financial statements, in
2007, the Company changed its method of accounting for its
related-party investment in Great Wall Semiconductor
Corporation. As discussed in Notes 2 and 12 to the
consolidated financial statements, on January 1, 2007, the
Company adopted the provisions of Financial Accounting Standards
Board Interpretation No. 48, Accounting for Uncertainty
in Income Taxes. As discussed in Notes 2 and 3 to the
consolidated financial statements, on January 1, 2006, the
Company adopted the provisions of Statement of Financial
Accounting Standards No. 123(R), Share-Based
Payment.
The audit reports of E&Y on the effectiveness of internal
control over financial reporting as of December 31, 2007,
and on managements assessment of the effectiveness of
internal control over financial reporting and the effectiveness
of internal control over financial reporting as of
December 31, 2006, did contain an adverse opinion, but did
not contain a disclaimer of opinion nor were they modified or
qualified as to the uncertainty, audit scope, or accounting
principles. The adverse opinions as of December 31, 2007
and 2006, respectively, were due to the effect of a material
weakness in which E&Y concluded in their audit report that
the Corporation did not maintain effective internal control over
financial reporting. The material weakness in each report were
described as follows:
As of December 31, 2007, the Companys
accounting department did not have sufficient experienced
personnel and resources with the requisite technical skills to
address complex and judgmental accounting, tax and financial
reporting matters as part of its financial statement close
process. As a result, the Companys financial statement
close process was not effective as of December 31, 2007, as
it relates to evaluating and accounting for complex and
judgmental accounting, tax and financial reporting matters,
including accounting for the Companys related-party
investment in Great Wall Semiconductor Corporation, accounting
for income taxes, accounting for complex revenue transactions
and accounting for judgmental accrued liabilities. As of
December 31, 2006, the Companys accounting department
did not have sufficient experienced personnel and resources with
the requisite technical skills to address complex and judgmental
accounting and tax matters as part of its financial statement
close process. As a result, the Companys financial
statement close process was not effective as of
December 31, 2006, as it relates to evaluating and
accounting for complex and judgmental accounting and tax
matters, including evaluating the accounting for the
Companys cost-based investments.
Regarding
the Newly-Engaged Independent Registered Public Accounting
Firm
During the years ended December 31, 2007 and 2006, and the
subsequent interim period through June 11, 2008, neither
the Corporation, nor anyone on its behalf, consulted with GT
with respect to either (i) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Corporations consolidated financial statements, and no
written report or oral advice was provided by GT to the
Corporation that GT concluded was an important factor considered
by the Company in reaching a decision as to the accounting,
auditing, or financial reporting issue or (ii) any matter
that was the subject of either a disagreement as defined in
Item 304(a)(1)(iv) of
Regulation S-K
or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-K.
The Corporation has selected GT as the independent registered
public accounting firm for the Corporation for the fiscal year
ending December 31, 2010. A representative of GT is
expected to be present at the Annual Meeting and will be given
the opportunity to make a statement. The representative is
expected to be available to respond to appropriate questions.
22
The following table summarizes the fees for services rendered by
GT and E&Y for the fiscal years ended December 31,
2009 and 2008 in each of the following categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Name
|
|
GT
|
|
|
GT
|
|
|
E&Y
|
|
|
Total
|
|
|
Audit Fees
|
|
$
|
875,000
|
|
|
$
|
1,054,000
|
|
|
$
|
214,000
|
|
|
$
|
1,268,000
|
|
Audit Related Fees
|
|
|
20,000
|
|
|
|
17,000
|
|
|
|
2,000
|
|
|
|
19,000
|
|
Tax Fees
|
|
|
155,000
|
|
|
|
|
|
|
|
170,000
|
|
|
|
170,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
1,050,000
|
|
|
$
|
1,071,000
|
|
|
$
|
386,000
|
|
|
$
|
1,457,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees include services provided in connection with
the audit of the Corporations consolidated financial
statements (including internal control reporting under
Section 404 of the Sarbanes-Oxley Act), the reviews of the
Corporations quarterly reports on
Form 10-Q,
assistance with and review of documents filed with the SEC,
statutory audits required internationally and accounting
consultations that relate to the audited financial statements
and are necessary to comply with generally accepted auditing
standards in the U.S.
Audit-Related Fees include services provided in
connection with audits of the Corporations employee
benefit plan.
Tax Fees include services provided in connection with tax
compliance, tax advice, tax planning and assistance with tax
audits.
Pursuant to the Audit Committee charter, the Audit Committee
must pre-approve all auditing services and the terms thereof and
non-audit services (other than non-audit services prohibited
under Section 10A(g) of the Exchange Act or the applicable
rules of the SEC or the PCAOB) to be provided to the Corporation
by the independent registered public accounting firm; provided,
however, the pre-approval requirement is waived with respect to
the provision of non-audit services for the Corporation if the
de minimus provisions of
Section 10A(i)(1)(B) of the Exchange Act are satisfied.
Under the charter, the authority to pre-approve non-audit
services may be delegated to one or more members of the Audit
Committee, who shall present all decisions to pre-approve an
activity to the full Audit Committee at its first meeting
following such decision. The Audit Committee approved all audit
and non-audit services provided to the Corporation by GT and
E&Y for the fiscal years 2009 and 2008.
STOCKHOLDER
PROPOSALS
Stockholder proposals intended to be presented at the 2011
Annual Meeting of Stockholders must be received by the
Corporation on or before January 15, 2011, in order to be
considered for inclusion in the Corporations proxy
statement. These proposals must also comply with the rules of
the SEC governing the form and content of proposals in order to
be included in the Corporations proxy statement and form
of proxy and should be directed to: Vicor Corporation, 25
Frontage Road, Andover, Massachusetts 01810, Attention:
Secretary. It is suggested that any Stockholder proposal be
transmitted by certified mail, return receipt requested.
Proxies solicited by the Board of Directors will confer
discretionary voting authority with respect to stockholder
proposals, other than proposals to be considered for inclusion
in the Corporations proxy statement described above, that
the Corporation receives at the above address after
April 1, 2011. These proxies will also confer discretionary
voting authority with respect to Stockholder proposals, other
than proposals to be considered for inclusion in the
Corporations proxy statement described above, that the
Corporation receives on or before April 1, 2011, subject to
SEC rules governing the exercise of this authority.
23
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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
|
|
COMMON STOCK |
|
|
▼
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
|
|
A
Proposals
The Board of Directors recommends a vote FOR all the nominees listed.
|
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|
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|
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|
1. |
Proposal to fix the number of Directors at nine and to elect the following Directors to hold office until the 2011 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
|
|
|
|
|
|
+ |
|
|
|
|
For |
|
Withhold |
|
|
|
For |
|
Withhold |
|
|
|
For |
|
Withhold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 - Samuel J. Anderson |
|
o |
|
o |
|
02 - Estia J. Eichten |
|
o |
|
o |
|
03 - Barry Kelleher |
|
o |
|
o |
|
|
|
04 - David T. Riddiford
|
|
o
|
|
o |
|
05 - James A. Simms
|
|
o
|
|
o
|
|
06 - Claudio Tuozzolo
|
|
o
|
|
o
|
|
|
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07 - Patrizio Vinciarelli
|
|
o
|
|
o |
|
08 - Jason L. Carlson |
|
o |
|
o |
|
09 - Liam K. Griffin |
|
o |
|
o |
|
|
|
2. |
In their discretion, the proxies are authorized to vote upon any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
|
|
|
|
|
B Non-Voting
Items |
|
|
Change of Address
Please print new address below.
|
|
|
|
|
C |
Authorized
Signatures
This section must be completed for your vote to be counted.
Date and Sign Below
|
Please sign exactly as your name(s) appear(s) on the books of the Corporation. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title
|
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|
Date (mm/dd/yyyy) Please print date below.
|
|
Signature 1 Please keep signature within the box.
|
|
Signature 2 Please keep signature within the box. |
|
/ / |
|
|
|
|
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Card, which includes issues related to the management and operation of your Corporation that require your immediate attention. These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on this Proxy Card to indicate how your shares will be voted. Then sign the card, detach it and return your proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the 2010 Annual Meeting of Stockholders on June 24, 2010.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Vicor Corporation
▼
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
|
|
|
|
Proxy Vicor Corporation
|
|
|
COMMON
|
|
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 24, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
The undersigned hereby constitutes and appoints Patrizio Vinciarelli and James A. Simms, and each of them, as Proxies of the undersigned, with full power to appoint his substitute, and
authorizes each of them to represent and to vote all shares of Common Stock of Vicor Corporation (the Corporation) held by the undersigned at the close of business on April 30, 2010,
at the Annual Meeting of Stockholders to be held at the Andover Country Club, 60 Canterbury Street, Andover, Massachusetts, on Thursday, June 24, 2010 at 5:00 p.m., local time, and at any adjournments or postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder(s).
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO FIX THE NUMBER OF DIRECTORS AT NINE AND THE ELECTION OF ALL THE NOMINEES FOR DIRECTOR AND, IN
THE DISCRETION OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. A stockholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy and return it in the envelope provided.
The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Annual Meeting of Stockholders, the Proxy Statement with respect thereto and the Corporation's 2009 Annual Report to Stockholders and hereby revokes any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
|
|
|
|
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
|
CLASS B COMMON STOCK |
|
|
▼
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
|
|
A
Proposals
The Board of Directors recommends a vote FOR all the nominees listed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Proposal to fix the number of Directors at nine and to elect the following Directors to hold
office until the 2011 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
|
|
|
|
|
|
+ |
|
|
|
|
For |
|
Withhold |
|
|
|
For |
|
Withhold |
|
|
|
For |
|
Withhold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 - Samuel J. Anderson
|
|
o
|
|
o |
|
02 - Estia J. Eichten
|
|
o
|
|
o
|
|
03 - Barry Kelleher |
|
o
|
|
o
|
|
|
|
04 - David T. Riddiford
|
|
o
|
|
o |
|
05 - James A. Simms
|
|
o
|
|
o
|
|
06 - Claudio Tuozzolo
|
|
o
|
|
o
|
|
|
|
|
07 - Patrizio Vinciarelli
|
|
o
|
|
o |
|
08 - Jason L. Carlson
|
|
o
|
|
o
|
|
09 - Liam K. Griffin
|
|
o
|
|
o
|
|
|
|
2. |
In their discretion, the proxies are authorized to
vote upon any other business that may properly come before
the Annual Meeting or any adjournments or postponements
thereof.
|
|
|
|
|
B Non-Voting
Items |
|
|
Change of Address
Please print new address below.
|
|
|
|
|
C |
Authorized
Signatures
This section must be completed for your vote to be counted.
Date and Sign Below
|
Please sign exactly as your name(s) appear(s) on the books of the Corporation. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate the capacity in which
they sign, and where more than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his or her title.
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below.
|
|
Signature 1 Please keep signature within the box.
|
|
Signature 2 Please keep signature within the box. |
|
/ / |
|
|
|
|
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Card, which includes issues
related to the management and operation of your Corporation that require your immediate attention.
These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on this Proxy Card to indicate how your shares will be voted. Then sign the
card, detach it and return your proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the 2010 Annual Meeting of Stockholders on
June 24, 2010.
Thank you in advance for your prompt consideration of these
matters.
Sincerely,
Vicor Corporation
▼
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
|
|
|
|
Proxy Vicor Corporation
|
|
CLASS B COMMON
|
|
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 24, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
The undersigned hereby constitutes and appoints Patrizio Vinciarelli and James A. Simms, and
each of them, as Proxies of the undersigned, with full power to appoint his substitute, and
authorizes each of them to represent and to vote all shares of Common Stock of Vicor Corporation
(the Corporation) held by the undersigned at the close of business on April 30, 2010, at the
Annual Meeting of Stockholders to be held at the Andover Country Club, 60 Canterbury Street,
Andover, Massachusetts, on Thursday, June 24, 2010 at 5:00 p.m., local time, and at any
adjournments or postponements thereof.
When properly executed, this proxy will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE PROPOSAL TO FIX THE NUMBER OF DIRECTORS AT NINE AND THE ELECTION OF ALL THE
NOMINEES FOR DIRECTOR AND, IN THE DISCRETION OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING. A stockholder wishing to vote in accordance with the Board of
Directors recommendation need only sign and date this proxy and return it in the envelope
provided.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of
Annual Meeting of Stockholders, the Proxy Statement with respect thereto and the Corporations 2009
Annual Report to Stockholders and hereby revokes any proxy or proxies heretofore given. This proxy
may be revoked at any time before it is exercised.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.