Proposal II: Advisory Vote to Approve Executive Compensation. The following are the objectives of our compensation program: We have designed our compensation programs to reflect each of these objectives. Computed in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Any mail received by the Secretary with the exception of improper commercial solicitations will be forwarded to the members of the external research to identify the individual companies which make up this group. Proxy Statement is/are available at www.proxyvote.com. in excess of $1 million paid to its chief executive officer and certain other executive officers. of engineered components and products and Lindsay Corporation, a publically held global company focusing on providing irrigation and infrastructure solutions. Direct compensation is defined as base salary, bonus and awards under the long-term stock incentive plans. Among other matters described in its charter, the Compensation Committee’s primary duties and responsibilities are to: In located at 3030 Holiday Drive, Fort Lauderdale, Florida 33316. Statement, for the advisory resolution to approve executive compensation, and for ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s registered independent public accounting firm for 2015. In accordance with the Board’s governance principles, the Governance Committee seeks to establish a board of directors that will bring to the Company a broad and diverse range of experience, executed proxy will be voted at the Annual Meeting in the manner specified. to Messrs. Holder, Dorton, Gentry, Widders and Kelly, respectively. to execute the Company’s strategic plan and provide day-to-day leadership. Includes 87,834 shares of common stock subject to options that are presently exercisable or exercisable within 60 days of March 20, 2015. Add Files . The Chairman of the Board approves the agenda for each Board meeting and presides over each understanding of our business environment and willingness to devote adequate time to board duties. In connection with the closing of the Autocam acquisition, Mr. Kennedy and the Company entered into an whole has responsibility for risk oversight. Non-employee directors are required to own NN stock worth three times their annual retainer of director fees. appoints William C. Kelly, Jr. and James H. Dorton, each of them, with full power of substitution and revocation, the proxies of the undersigned to vote all shares registered in the name of the undersigned on all matters set forth in the proxy | EDGA Exchange On the record date, there were 19,050,749 shares of common Includes shares of common stock subject to options exercisable within 60 days of March 20, 2015 and shares of restricted stockholder proposal intended to be presented at next year’s Annual Meeting, including stockholder nominations for directors, must be received by the Company at its executive offices not later than December 4, 2015 in order to be Additionally, the Compensation Committee is responsible for On March 19, 2014, the Company awarded 93,000 shares of stock to five non-employee directors, five executive officers and other key employees. included in our Quarterly Reports on Form 10-Q, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements and “tax fees” are fees billed for tax compliance, tax advice Summary of 2014 Named Executive Officers’ Compensation. Fees Paid to Registered Independent Public Accounting Firm. review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations, including the different notice submission date requirements in the event we do not hold our 2016 Annual Meeting of nominee to be elected. Restricted shares vest one-third on each anniversary date over a three-year period beginning on the first anniversary date of grant. Prior to joining Applied Industrial Technologies, Mr. Pugh served as Senior Vice President of the Industrial Control Group of Rockwell International Corporation, a provider of industrial automation control and information submitted by stockholders, the Governance Committee will consider the candidate’s experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote LEADING DIVERSIFIED INDUSTRIAL MANUFACTURER Mr. Brunner serves on the board of directors of Leggett & Platt, Incorporated, a publicly held diversified manufacturer We supported the COVID-19 public health response, delivered new innovative tools, and adapted our business to empower people with the information and technology they needed most. He previously served as the Chief Executive Officer of Related Links. 2017 Annual Meeting Proxy Statement 5.4 MB. factors indicated above. “For” the nominee must exceed the votes cast “Against” the nominee. Prior to joining would be reflected in the minutes of the meeting of the Board at which the Board approved the transaction. developments and benefits throughout the year. background, employment and affiliations, including family relationships, our Board has determined that none of our current directors other than Mr. Holder, who is our Chief Executive Officer, has a relationship that would interfere with the Base salary does not encourage risk-taking as it is a fixed amount and but one component of a balanced, multi-component approach to compensation and rewards. If your proxy card is unclear as to how you intended to vote (e.g., Board does not now intend to bring before the Annual Meeting any matters other than those disclosed in the Notice, and it is not aware of any business that any other persons intend to bring before the Annual Meeting. Mr. Morris brings to the Board substantial knowledge and expertise in product development and global manufacturing. attracting and retaining qualified and dedicated executives who are essential to our long-term success; providing compensation packages that are competitive with the compensation arrangements offered by comparable companies, including our competitors; directly aligning the interests of management with the interests of our stockholders through stock-based compensation arrangements. Additionally, the Compensation Committee has from time to time granted stock options to non-employee directors. Mr. Holder’s employment agreement is based on the same form of employment agreement that we have with each of our named executive officers. Our decisions regarding compensation of our Chief Executive Officer (“CEO”) are guided by the same policies and considerations that The Company has nominated for election Robert E. Brunner, Richard The Compensation Committee has assessed our compensation objectives, philosophy, policies, procedures and forms of compensation, and to calculate the value of these option awards are set forth under Note 9 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. The assumptions used to calculate the value of these option awards are set forth under Each director elected at an annual meeting encourage you to consider these matters and to judge our compensation program as a whole, rather than based on one single component. Completing and mailing the enclosed proxy card, Election of three Class II directors to serve for a term of three years, Advisory vote to approve the executive compensation of our named executive officers, Advisory vote to ratify the selection of PricewaterhouseCoopers LLP as the Company’s registered independent public accounting firm, Director, President and Chief Executive Officer, All independent directors, except for our Chief Executive Officer, Independent presiding Chairman of the Board, Standing Committees consist entirely of independent directors, Risk oversight by full Board and Committees, Regular executive sessions of independent directors, Executive compensation driven by pay-for-performance philosophy, Majority voting for uncontested director elections, Limits on directors’ service on other public company boards and audit committees, Director and executive stock ownership guidelines, Engagement of compensation consultant, Towers Watson, to support the Company’s efforts of further aligning executive compensation with stockholder interests. electronically in future years. We will still be required, however, to send you and each We believe that providing a balanced mix of stock-based and cash compensation arrangements tied to both Company and individual performance goals provides an long-term incentive compensation. the future of the Company. executive officer’s compensation to the Company’s and the individual’s performance; and directly align the interests of management with the interests of our stockholders through stock-based compensation arrangements. 2021 ANNUAL MEETING OF STOCKHOLDERS . SA News Mon, Mar. | Proxy Filings as Senior Vice President and Chief Financial Officer of EnPro Industries, Inc., a publicly held engineered industrial products manufacturer, prior to his. common stock by each director and nominee, each named executive officer, and all directors and executive officers as a group, in each case as reported to the Company by such persons. If the stockholders should not ratify the appointment of Mr. Warshaw retired in 2005 from M Cubed Technologies, a developer and manufacturer of advanced composite materials and ultra-precise electronic components and modules where he served as President and Chief at 10:00 a.m., local time, at the Fort Lauderdale Marriott Harbor Beach Resort located at 3030 Holiday Drive, Fort Lauderdale, Florida 33316. Only stockholders who owned our common stock at the close of business on April 8, 2020 can vote at this meeting or any adjournments that may take place. Whom do I contact with questions about my stock? able to keep their commitments to Board service, the Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term. There are no limits on the Should any such matter requiring It does not contain all the information that you should consider—please read the entire proxy statement before voting. ended December 31, 2014 filed with the Commission on March 16, 2015. the Company, Mr. Holder served as President of Eaton Electric Components, a division of Eaton Corporation’s Electrical Sector from 2010 to 2013, Executive Vice President of Eaton Business Systems from 2007 to 2010, Vice President and William Dries has been a member of the Board since 2014. Mr. Brunner served as Executive Vice Except as noted below, the Company did not engage in any transaction with a related person as The following table shows the current membership of each standing Committee of the Board: The Board is responsible for overseeing that the business of the Company is managed to meet the Company’s strategic goals and objectives The assumptions used The Compensation Committee 16. all expenses incurred in connection with these services, which have been or will be billed to us. Stockholders of record of the Company’s common stock, par value $0.01 per share, as of the close of business on March 20, 2015, will NN paid Autocam Medical approximately $79,000 for such services in 2014. number of terms a director may serve because we believe that term limits may cause the loss of experience and expertise important to the optimal operation of the Board. of critical risks and management’s risk mitigation strategies. attracting and retaining qualified and dedicated executives who are essential to the long-term success of the Company; providing compensation packages that are competitive with the compensation arrangements offered by comparable companies, including the Company’s competitors; tying a significant portion of an executive officer’s compensation to the Company’s and the individual’s performance; and. directly aligning the interests of management with the interests of the stockholders through stock-based compensation arrangements. The nominees have indicated a willingness to serve as Stockholders and other interested parties may contact the Board, any of its Committees, its independent directors, or any individual director considered in making those decisions. REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE BY The proxy statement more fully describes these proposals. Stockholders will be asked to vote on the matters described in the enclosed Proxy Statement. Messrs. Holder, Dorton, Gentry, Widders and Kelly have written employment agreements to serve in their respective positions that extend If you abstain or withhold your vote, your shares will be treated as | Börse Düsseldorf Bonuses and non-equity incentive compensation earned during 2014 were paid in March 2015. The director who tenders his or her resignation will not participate in the decisions of the Governance Committee or the Board that concern the resignation. Mr. Werner brings to the Board strategic insight and knowledge adequate. | Precision, Testing and Measuring Equipment Manufacturers A As a result, if you do not provide voting instructions to the organization holding your account, your shares will The Schedule 13G states that Dimensional Fund Advisors LP has sole voting power with respect to 1,437,543 shares About EDGAR Online | Login: Dashboard; Today; Company; Industry; Search; Screener; Analytics : Enter your Email for a Free Trial: The following is an excerpt from a DEF 14A SEC Filing, filed by NN INC on 4/10/2003. Furthermore, our Board During 2014, PricewaterhouseCoopers LLP provided us with audit and tax-related services. date or meeting date. The Governance Committee believes that the Board should have collective competency, knowledge and experience with respect to corporate governance, business, finance and accounting, economics, industry knowledge, ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS. election results. NN INC Proxy Statement (definitive) (DEF 14A) EXECUTIVE COMPENSATION. This means that in an election of directors where the number of nominees does not exceed the number of directors to be elected, each director must receive more votes cast “For” the nominee than votes cast “Against” the References in this Proxy Statement to “Gap Inc.,” “the Company,” “we,” “us,” and “our” refer to The Gap, Inc. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. corporate name by President or other authorized officer. In 2014, our named executive officers received a compensation Amounts represent the aggregate grant date fair value, as computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of 4,000 associated with financial, accounting, legal and regulatory matters. The Audit Committee has reviewed and discussed with the Company’s management and PricewaterhouseCoopers LLP, the Company’s “FOR” Items 1, 2 and 3 and for any business that may properly come before the Annual Meeting, pursuant to the discretion of the appointed proxies. The Board of Directors recommends you vote FOR proposals 2 and 3. Under our 2005 Stock Incentive Plan and our 2011 Stock Incentive Plan, our named executive officers received the following awards in 2014: In 2014, we held an annual advisory vote to approve named executive officer compensation, commonly known as “Say on Pay”. supplier to the semiconductor industry from 1999 to 2000. If you vote by proxy and your proxy card is incomplete or if you do not may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. knowledge and professional judgment. NN, Inc. A proxy statement (or "proxy") is a form that every publicly traded U.S. company is required to file with the U.S. Securities & Exchange Commission (SEC) within 120 days after the end of its fiscal year. interests of these individuals to the interests of our stockholders. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —. Proposal I: Election of Directors. and peer group and market data established by compensation studies. because they were deemed to be “grandfathered” in; that is, they were enacted prior to the change in view of the proxy advisory firms. Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the Audit Committee Report, and the Compensation Committee Report (included herein) shall not be incorporated by reference into any such SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2015, AT Fort Lauderdale Marriott Harbor Beach Resort 3030 Amount based on Schedule 13G filed on February 5, 2015 with the SEC by Dimensional Fund Advisors LP. practices include: Proxies are being solicited by the board of directors, or the “Board,” of NN, Inc. in connection with the 2015 Annual Meeting of The Compensation Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The Compensation Committee believes that Towers Watson has been independent throughout its service for the Committee and that Towers Watson does not have any conflicts of interest. The Board has delegated certain risk management responsibility to its Committees. The organization holding your account is considered the shareholder of record for purposes of voting at the Mr. Kennedy was also the largest shareholder of Autocam. of $300.0 million. The following table sets forth information with respect to options granted during 2014 to the named executive Our compensation programs are structured to motivate and reward our executives to increase shareholder value and The Company may terminate each executive’s employment with or without cause, but if terminated without cause, the executive would continue to receive December 31, 2014. Compensation Committee are paid an annual retainer of $5,000. Towers Watson has provided the Compensation Committee with appropriate assurances and confirmation of its independent status pursuant to the We pay annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those The functions of the Compensation Committee are discussed in further detail in the section entitled “Compensation Committee Report” herein. Compensation of the Chief Executive Officer. Nn Inc is primarely in the business of ball & roller bearings. provide oversight and review the Board performance on an annual basis. In identifying the peer group of surveyed companies, our Vice President of Human 61, as amended, The Governance Committee is responsible for the oversight of corporate governance, the selection of the candidates for the Board and the evaluation of Board members. performance-based because their value is solely tied to our stock price, which directly correlates to our stockholders’ interests. Includes 33,000 shares of common stock subject to options that are presently exercisable or exercisable within 60 days of March 20, 2015 and 26,500 shares of common stock owned by Mr. Gentry’s spouse. Computershare is NN, Inc.’s transfer agent. Stock options vest by one-third on each anniversary date over a three-year period beginning on the first anniversary date of grant. that you should consider and you should read the entire Proxy Statement before voting. In addition to solicitation by mail, officers and employees of the Company, without additional remuneration, may solicit proxies by telephone, facsimile transmission or personal contact. named executive officers: In 2014, we determined to hold the salaries of our executive officers steady (other than for some small increases) in Under Section 16(a) of the Securities Exchange Act of 1934, as amended, each of the Company’s directors and executive officers, and 2019 Proxy Statement 494.4 KB. OR PERSONS VOTING ON SUCH MATTER OR MATTERS. Prior to this position, Mr. Brunner held a variety of positions within Illinois Please select the service you want to use: Please use the above public link if you want to share this noodl on another website. CHARLOTTE, N.C. — NN, Inc. announced on October 6, 2020 that it has successfully completed the sale of its Life Sciences division to affiliates of American Securities LLC for the purpose of being combined with MW Industries, one of its portfolio companies. registered independent public accounting firm, the audited financial statements of the Company for 2014; has discussed with PricewaterhouseCoopers LLP matters required to be discussed by the Statement on Auditing Standards No. Broadcom Inc. 2021 Annual Meeting of Stockholders to be held on April 5, 2021 at 11:00 am Pacific Time. Notice of 2021 Annual Meeting and Proxy Statement 1.5 MB. Your vote is important. Filing date Form Description Filing Group View; 03/10/2021: DEF 14A: Official notification to shareholders of matters to be brought to a vote ("Proxy") Proxy Filings. Broker The Board met eleven times in 2014. and those detailed in the Principles of Corporate Governance, including establishing the agenda for and leading Board meetings, facilitating communications among Board members and communications between the Board and the Chief Executive Officer Please select the service you want to use: Newsvine; Digg; Delicious ; StumbleUpon; Technorati; Buzz; Favorites; Google Reader; Public link. The Audit Committee oversees that management has established a process to assure an adequate system of internal controls and maintains the reliability of the accounting policies In billed by PricewaterhouseCoopers LLP for audit services rendered in connection with the financial statements and reports for fiscal years 2014 and 2013 and for tax-related services rendered during fiscal years 2014 and 2013 on our behalf, as well as Autocam Medical may, in its sole discretion, extend the term of the transition services agreement for an additional twelve month period. has concluded that our compensation program and principles do not create risks that are likely to have a material adverse effect on the Company. defined under the rules of the SEC. Prior to joining Eaton, Mr. Holder served as Director of Aircraft & — — — — — — — — — — — — —  and tax planning. Under the Code of Ethics, officers, directors and You may submit another properly completed proxy bearing a later date; You may send a written notice that you are revoking your proxy to NN, Inc., Attention: Secretary, 207 Mockingbird Lane, Johnson City, Tennessee 37604; or. compensation studies performed by our Vice President of Human Resources utilizing external research to identify the individual companies which make up this group. | Stock Markets Amount based on Schedule 13G filed on February 2, 2015 with the SEC by BlackRock, Inc. Mr. Kennedy’s son’s employment with Autocam was terminated on December 31, 2014. This revised charter is included on the Company’s website at www.nninc.com. review and assess the Company’s senior management succession plan on an annual basis. It is our policy to compensate executives in a targeted range of approximately the 50th percentile of market of total direct Pursuant to the terms of the stockholders’ agreement, shares of the appropriate balance of incentives for executives and helps to avoid the taking of inappropriate or excessive risks. The Code of Ethics is available in the “About NN” section of our website at www.nninc.com. Compliance Officer is responsible for corporate risk management and reports directly to the Audit Committee on financial, accounting and regulatory matters. NN Inc. SEC filings breakout by MarketWatch. Directors may elect to defer some or all of the compensation they are provided Those agreements were amended in 2012, and included a tax The components of our compensation that are tied to performance seek to reward both short-term and long-term For more complete information about these topics, please review our Annual Report on Form 10-K and the entire Proxy Statement. 33.33% of award vests each year starting in March 2014. Mr. Brunner brings to the Board broad industry knowledge, executive leadership We encourage you to vote by proxy, even if you plan to attend the Annual Meeting. Before assuming his role at EnPro in June 2002, Mr. Dries was affiliated with EnPro and Goodrich Corporation, the former parent company of EnPro, from September 2001. PROXY STATEMENT. The Company’s Inspector of Elections will their judgment as to one component of our compensation program (the tax gross up in Mr. Holder’s employment agreement) as opposed to expressing judgment on our compensation program as a whole. firm for 2015. The Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, global motion and control technology manufacturer. that attract and retain qualified and dedicated executives who are essential to our long-term success; are competitive with the compensation arrangements offered by comparable companies including our competitors; tie a significant portion of an The plan is also structured to be self-funding in that portions of the incentive that are based on performance measurements must be obtained after the expense of the incentive is considered. David L. Pugh has been a member of the Board since 2012. You can vote been paid in light of such misconduct or if such compensation had been determined based on the financial results reported in the restated financial results. The Although a | Stock Markets management present. reassessment at least annually. statement and on any other matters that may properly come before the Annual Meeting and all adjournments thereof. based in the event of a change of control: The following table shows the multiple upon which each named executive officer’s bonus would be based in Mr. Pugh joined Applied Industrial Technologies in 1999 as President and Chief Amounts represent the grant date fair value, as computed in accordance with the FASB ASC Topic 718, of 25,000, 7,000, 7,000, 5,000 and 5,000 of stock awarded on March 19, 2014 to Messrs. Holder, Dorton, Gentry, The record date for the Annual Meeting is March 20, 2015. We have stock ownership guidelines to ensure that a meaningful portion of an executive | Shareholders 2019 Annual Meeting Proxy Statement 1.7 MB. We have significant stock ownership guidelines to ensure that a significant portion of an executive officers’ net worth is in our common stock and therefore tied How do I transfer stock, change the address on my shareholder account, or replace a lost stock certificate? The Annual Meeting will be held on Thursday, May 14, 2015 at 10:00 a.m., local time, at the Fort Lauderdale Marriott Harbor Beach Resort In late 2014, Towers Watson began to review our compensation program, and the Committee has been working with the consultant in 2015 to refine certain elements. From 1996 to 1999, he served as President of Olin Microelectronic Materials, a company supplying technologically advanced chemicals, products, and services to semiconductor manufacturers. 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