SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
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Brightpoint, Inc.
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(Name of Registrant as Specified in Its Charter)
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(LOGO)
BRIGHTPOINT
YOUK SUCCESS IS OUR BUSINESS
May 11, 2005
Dear Fellow Shareholder:
As we previously announced, the Annual Meeting of Shareholders of
Brightpoint, Inc. is being adjourned until June 2, 2005 at 9:00 a.m. local time.
The meeting will still be held at the Company's offices located at 501 Airtech
Parkway, Plainfield, Indiana 46168. This is a reminder to you that if you have
not yet voted your proxy, please do so as soon as possible. Your vote is
important to us, and we want to ensure it is received in time to be counted.
Your Board of Directors unanimously believes that the election of the
nominees in the previously furnished Proxy Statement as directors is in the best
interests of the Company and its shareholders and, accordingly, recommends a
vote "FOR" such nominees. Further your Board of Directors unanimously believes
that ratifying the appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2005
is in the best interests of the Company and its shareholders and, accordingly,
recommends a vote "FOR" such proposal.
We have enclosed a supplement to the Proxy Statement which amends the
Summary Compensation Table to reflect the voluntary repayment by each of the
Named Executives of a portion of the bonuses awarded to them with respect to
2004 as more fully set forth in the supplement. The supplement also corrects
certain typographical errors in the Proxy Statement.
We have also included with this letter an additional proxy card. If you
have already voted and do not wish to change your vote you do not need to take
any further action. If you have not yet voted or wish to change your vote,
please follow the simple instructions included on the proxy card and in the
Proxy Statement and vote TODAY by telephone, by Internet or by signing and
returning the enclosed proxy card.
Thank you for your support.
Sincerely,
/s/ ROBERT J. LAIKIN
Robert J. Laikin
Chairman of the Board and
Chief Executive Officer
BRIGHTPOINT, INC.
SUPPLEMENT DATED MAY 11, 2005
TO PROXY STATEMENT DATED APRIL 11, 2005
The Proxy Statement of Brightpoint, Inc. dated April 11, 2005 is hereby
amended as follows:
In connection with the restatement of Brightpoint, Inc.'s financial
statements for the year ended and as of December 31, 2004, as more fully
described in the Company's Form 10-K/A filed on May 9, 2005, the Named
Executives, on their own initiative, have decided to return to the Company a
portion of the bonuses previously paid to them with respect to fiscal 2004, in
the aggregate amount of $1,013,400 million, as a result of financial targets
relating to the 2004 bonus plan no longer having been met based upon the
restated financial results. With respect to the returned bonuses, the Named
Executives will return to the Company amounts equal to the amounts which they
received net of withholding and other payroll taxes. The Company will recover
the amount of the withholding and other payroll taxes through adjustments in
subsequent reporting periods. The amended Summary Compensation Table set forth
below reflects the amount of the 2004 bonuses that have been retained by the
Named Executives. The Summary Compensation Table which appears in the Section
entitled "Executive Compensation" on Page 13 of the Proxy Statement is amended
as follows:
SUMMARY COMPENSATION TABLE
The following table discloses for the periods presented the
compensation for the person who served as our Chief Executive Officer and for
each of our other executive officers (not including the Chief Executive Officer)
whose total individual compensation exceeded $100,000 for our fiscal year ended
December 31, 2004 (the "Named Executives").
Long-Term
Annual Compensation Compensation Awards
--------------------------------------- ------------------------
Securities
Other Annual Restricted Underlying All Other
Name and Principal Position Year Salary Bonus Compensation(l) Stock Options(2) Compensation(6)
--------------------------- ---- -------- -------- --------------- ---------- ---------- ---------------
Robert J. Laikin 2004 $670,000 $201,000 $ 6,500 -- 100,000 $5,872
Chairman of the Board and 2003 $600,000 $600,000 $ 6,000 -- -- $ 420
Chief Executive Officer 2002 $450,000 $225 000 $ 5,500 -- 298,927 --
J. Mark Howell 2004 $410,000 $ 61,500 $ 6,500 -- 50,000 $2,760
President 2003 $400,000 $300,000 $ 3,000 -- -- $ 378
2002 $325,000 $162,500 $ 5,500 -- 177,855 $ 537
Frank Terence 2004 $410,000 $ 61,500 $ 3,117 -- 50,000 $3,850
Executive Vice President, Chief 2003 $350,000 $262,500 $ 3,500 -- -- $ 420
Financial Officer and Treasurer 2002 $181,278 $ 97,994 $182,578(4) -- 241,070 $ 400
Steven E. Fivel 2004 $335,000 $ 50,250 $ 5,942 -- 50,000 $3,045
Executive Vice President, 2003 $325,000 $243,750 $ 5,188 -- -- $ 420
General Counsel and Secretary 2002 $275,000 $137,500 $ 5,500 -- 138,213 $ 597
Lisa M. Kelley(3) 2004 $204,500 $ 31,350 $ 34,428(5) 12,000(7) 20,000 $2,343
Senior Vice President, Chief 2003 $100,000 $ 75,000 $ 11,287(5) -- 22,500 $ 378
Accounting Officer and Controller 2002 -- -- -- -- -- --
(1) Except as otherwise noted below, represents our matching contributions
to the respective employee's 401(k) accounts and includes immaterial
refunds of less than $5,000 per year from the 401(k) Plan paid in
2004, 2003 and 2002, relating to ERISA compliance testing for the years
2003, 2002 and 2001. Also includes payments received by the executive
officers named above pursuant to the offer to exchange certain stock
options that we made to our employees and directors during 2001.
(2) All option amounts and exercise prices have been adjusted to give
retroactive effect to a one for seven reverse split of our Common Stock
effected in June 2002 and the three for two stock splits of our Common
Stock effected in August and October of 2003.
(3) Ms. Kelley joined the Company in July 2003.
(4) Represents amounts paid for Mr. Terence's moving and relocation costs
during 2002.
(5) Represents amounts paid for Ms. Kelley's moving and relocation costs
during 2004 and 2003.
(6) Includes expenses associated with company provided physical
examinations in 2004.
(7) Represents a grant of 12,000 Restricted Stock Units ("RSUs") awarded as
Other Stock Based Awards under the Company's 2004 Long-Term Incentive
Plan (the "Plan"). Each RSU represents a contingent right to receive
one share of Brightpoint common stock. The RSUs vest in three equal
annual installments beginning on August 13, 2005, subject to, and in
accordance with the RSU agreement between the Company and Ms. Kelley.
There are no performance criteria associated with the vesting of these
RSUs. Ms. Kelley has no rights as a shareholder of the Company with
respect to the RSUs, including the right to vote and receive dividends
and other distributions (except for adjustments if the number of
outstanding shares of common stock is changed as a result of a stock
dividend, stock split or the like without additional consideration to
the Company), until delivery of certificates representing shares of
common stock in satisfaction of the RSUs. The dollar value of this
award on the date of grant, August 13, 2004, was $155,040.
In the Section entitled "Amendment to Employment Agreements", which
appears on Page 16 of the Proxy Statement, the reference to J. Mark Howell's
current salary in line four of the second paragraph of that Section is hereby
changed to read "($420,000)".
In the table regarding "Voting Security Ownership of Certain Beneficial
Owners and Management", which appears on Page 23 of the Proxy Statement, the
entry regarding "Marisa K. Pratt" is hereby amended to read "Marisa E. Pratt",
and the reference to footnote "(177" next to Ms. Pratt's name is hereby amended
to read "(17)".
Except as specifically set forth above, all information in the Proxy
Statement remains unchanged.