def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement
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Confidential, for Use of the Commission |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
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EXIDE TECHNOLOGIES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
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Form, Schedule or Registration Statement No.: |
13000
Deerfield Parkway
Building 200
Milton, Georgia 30004
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 16, 2011
To our Stockholders:
The 2011 annual meeting of stockholders of Exide Technologies
will be held at the Atlanta Marriott Alpharetta,
5750 Windward Parkway, Alpharetta, Georgia 30005, on
Friday, September 16, 2011, beginning at 9:00 a.m.
local time. At the meeting, the record holders of our common
stock will act on the following matters:
(1) The election of nine directors;
(2) Advisory vote on the compensation of our named
executive officers (as described in the proxy statement);
(3) Advisory vote on the frequency of future advisory votes
on the compensation of our named executive officers;
(4) The ratification of the appointment of our independent
auditors for fiscal 2012; and
(5) Any other matters that properly come before the meeting.
Our Board of Directors recommends that stockholders vote
FOR for each director nominee, FOR
items 2 and 4, and for a frequency of every 1
YEAR for item 3. We are furnishing proxy materials to
stockholders primarily by the Internet. This process expedites
stockholders receipt of the materials, significantly
lowers the costs of our annual meeting, and conserves natural
resources. On July 28, 2011, we began mailing our Notice of
Internet Availability of Proxy Materials, which includes
instructions on how you can receive a paper copy of the proxy
materials. For stockholders who previously elected to receive a
paper copy of the proxy materials, we began mailing the proxy
materials on or about July 28, 2011.
All holders of record of shares of our common stock at the close
of business on July 20, 2011 are entitled to vote at the
meeting and any postponements or adjournments of the meeting.
You may vote your shares via the Internet or by calling a
toll-free number. If you received a paper copy of the proxy card
or voting instruction form by mail, you may sign, date, and mail
your properly executed proxy card or voting instruction form. We
include instructions about each voting option in the proxy
statement and proxy card. You may also vote in person at the
meeting.
The enclosed proxy statement describes the proposals set forth
above in more detail. We urge you to read the proxy materials
carefully before you decide how to vote.
You are cordially invited to attend the meeting. Please note
that due to space limitations, stockholders may only bring one
guest. Admission to the meeting will be on a first-come,
first-served basis. Registration will begin at 8:00 a.m.,
local time, and seating will begin at 8:30 a.m., local
time. Stockholders may be asked to present valid,
government-issued picture identification, such as a
drivers license or passport. Stockholders holding stock in
brokerage accounts (street name holders) will need
to bring a copy of a brokerage statement reflecting stock
ownership. Cameras (including cellular phones with photographic
capabilities), recording devices and other electronic devices
will not be permitted at the meeting.
By order of the Board of Directors,
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James R. Bolch
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Brad S. Kalter
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President and Chief
Executive Officer
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Vice President, Deputy General Counsel and
Corporate Secretary
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July 28, 2011
YOUR VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy
Materials for the Stockholders Meeting to be held on
September 16, 2011. This notice of meeting, our proxy
statement and our annual report are available at
www.proxyvote.com.
TABLE OF
CONTENTS
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Map and Directions to Annual Meeting of Stockholders (Inside
Back Cover)
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13000
DEERFIELD PARKWAY
BUILDING 200
MILTON, GEORGIA 30004
PROXY STATEMENT, DATED JULY 28,
2011
The Board of Directors of Exide Technologies (the
Board) is soliciting proxies from its stockholders
to be voted at the 2011 annual meeting of stockholders
(Annual Meeting) to be held on Friday,
September 16, 2011, beginning at 9:00 a.m., local
time, at the Atlanta Marriott Alpharetta, 5750 Windward Parkway,
Alpharetta, Georgia 30005, and at any postponements or
adjournments of the meeting. This proxy statement contains
information related to the Annual Meeting. Directions to the
Atlanta Marriott Alpharetta are included at the end of this
proxy statement. On July 28, 2011, we began mailing our
Notice of Internet Availability of Proxy Materials which
includes instructions on how you can receive a paper copy of the
proxy materials. For stockholders who previously elected to
receive a paper copy of the proxy materials, we began mailing
the proxy materials on or about July 28, 2011. The fiscal
year ended March 31, 2011 is referred to as fiscal
2011 in this proxy statement. Unless the context indicates
otherwise, the Company, Exide,
we or us refers to Exide Technologies
and its subsidiaries.
QUESTIONS
AND ANSWERS RELATING TO THE ANNUAL MEETING
Why did I
receive these materials?
We are providing these materials in connection with the
Boards solicitation of proxies to be voted at our Annual
Meeting. Stockholders as of the close of business on
July 20, 2011, (the Record Date) are entitled
to vote at our Annual Meeting. As a stockholder, you are invited
to attend the Annual Meeting and are requested to vote on the
items of business described in this proxy statement. This proxy
statement provides notice of the Annual Meeting, describes the
proposals presented for stockholder action and includes
information required to be disclosed to stockholders. The proxy
enables stockholders to vote on the matters without having to
attend the Annual Meeting in person.
How are
these materials being distributed?
We are furnishing proxy materials to our stockholders primarily
via the Internet. On or about July 28, 2011, we mailed to
our stockholders a Notice of Internet Availability containing
instructions on how to access our proxy materials, including our
proxy statement and our annual report. The Notice of Internet
Availability also instructs stockholders on how to access the
proxy card to be able to vote through the Internet or by
telephone. Other stockholders, in accordance with their prior
requests, have received
e-mail
notification of how to access our proxy materials and vote by
the Internet, or have been mailed paper copies of our proxy
materials and a proxy card or voting form.
Internet distribution of our proxy materials is designed to
expedite receipt by stockholders, lower the cost of the Annual
Meeting, and conserve natural resources. However, if you would
prefer to receive printed proxy materials, please follow the
instructions included in the Notice of Internet Availability.
Who is
entitled to vote at the meeting?
Only stockholders of record at the close of business on the
Record Date are entitled to receive notice of, and to
participate in, the Annual Meeting. If you were a stockholder of
record on the Record Date, you will be entitled to vote all of
the shares that you held on that date at the meeting, or any
postponements or adjournments of the meeting.
1
How many
votes do I have?
You will be entitled to one vote for each outstanding share of
our common stock you own as of the Record Date. As of the Record
Date, there were 78,104,542 shares of our common stock
outstanding and eligible to vote.
Who can
attend the meeting?
Subject to space availability, all stockholders as of the Record
Date, or their duly appointed proxies, may attend the meeting,
and each may be accompanied by one guest. Since seating is
limited, admission to the meeting will be on a first-come,
first-served basis. Registration will begin at 8:00 a.m.,
local time and seating will begin at 8:30 a.m., local time.
If you attend, please note that you may be asked to present
valid, government-issued picture identification, such as a
drivers license or passport. Cameras (including cell
phones with photographic capabilities), recording devices and
other electronic devices will not be permitted at the meeting.
Please also note that if you hold your shares in street
name (that is, through a broker, bank or other nominee),
you will need to bring a copy of a brokerage statement
reflecting your stock ownership as of the Record Date.
Please let us know if you plan to attend the meeting by marking
the appropriate box on the enclosed proxy card or, if you vote
by telephone or Internet, indicating your plans when prompted.
How many
shares must be present or represented to transact business at
the Annual Meeting?
The presence or representation at the meeting, in person or by
proxy, of the holders of a majority of the aggregate voting
power of the common stock outstanding on the Record Date will
constitute a quorum, permitting the conduct of business at the
meeting. As of the Record Date, 78,104,542 shares of common
stock, representing the same number of votes, were outstanding.
Accordingly, the presence of the holders of common stock
representing at least 39,052,272 votes will be required to
establish a quorum.
Proxies received by us but marked as abstentions, votes withheld
and broker non-votes will be included in the calculation of the
number of votes considered to be present at the meeting.
How can I
vote my shares in person at the Annual Meeting?
Shares held in your name as the stockholder of record (that is,
if your shares are registered directly in your name with our
transfer agent) may be voted by you in person at the Annual
Meeting. Shares held by you beneficially in street
name through a broker, bank or other nominee may be voted
by you in person at the Annual Meeting only if you obtain a
legal proxy from the broker, bank or other nominee that holds
your shares giving you the right to vote the shares. If you have
voted by telephone, Internet or mail and later decide to attend
and vote at the meeting, you may do so.
Can I
vote by telephone or over the Internet?
If you are a stockholder of record, you may vote by telephone,
or over the Internet, by following the instructions included
with your proxy card. If your shares are held beneficially in
street name, please check your proxy card or contact
your broker, bank or other nominee to determine whether you will
be able to vote by telephone or over the Internet. The deadline
for voting by telephone or over the Internet is 11:59 p.m.,
local time, on September 15, 2011. If you received a paper
copy of the proxy card or voting instruction form by mail, you
may sign, date, and mail your properly executed proxy card or
voting instruction form.
Can I
change my vote after I return my proxy card?
Yes. If you are a stockholder of record, you may revoke or
change your vote at any time before the proxy is exercised by
filing with our Corporate Secretary, 13000 Deerfield Parkway,
Building 200, Milton, Georgia 30004, a notice of revocation
or a duly executed proxy bearing a later date or by attending
the Annual
2
Meeting and voting in person. For shares you hold beneficially
in street name through a broker, bank or other
nominee, you may change your vote by submitting new voting
instructions to your broker, bank or other nominee or, if you
have obtained a legal proxy from your broker, bank or other
nominee giving you the right to vote your shares, by attending
the meeting and voting in person. In either case, the powers of
the proxy holders will be suspended if you attend the meeting in
person and so request, although attendance at the meeting will
not by itself revoke a previously granted proxy.
Who
counts the votes?
Votes will be counted by employees of Broadridge Financial
Solutions, Inc. (Broadridge), and certified by the
Inspector of Election, who is an employee of a third party firm
that works with Broadridge. If you are a stockholder of record,
your signed proxy card should be mailed directly to Broadridge
for tabulation. If you hold your shares beneficially in
street name through a broker, bank or other nominee,
your broker, bank or other nominee will return one proxy card to
Broadridge on your behalf.
Will
stockholders be asked to vote on any other matters?
Management does not know of any matters other than described in
this proxy statement that will be presented for action at this
Annual Meeting. However, if any other matters properly come
before the meeting, the persons named as proxies for
stockholders will vote in accordance with the recommendation of
the Board or, in absence of such a recommendation, in accordance
with the best judgment of the proxy holders on those matters in
the manner they consider appropriate. See Stockholder
Proposals and Director Nominations for 2012 Annual Meeting.
What vote
is required to approve each item?
Election of Directors. The affirmative vote of
a plurality of the votes cast at the meeting is required for the
election of directors (Proposal 1). A properly executed
proxy marked WITHHOLD AUTHORITY with respect to the
election of one or more directors will not be voted with respect
to the director or directors indicated, although it will be
counted for purposes of determining whether there is a quorum.
Advisory Votes on Named Executive Officer
Compensation. The non-binding advisory vote on
named executive officer compensation (Proposal 2) will
be approved if the affirmative vote of the holders of a majority
of the votes cast in person or represented by proxy, and
entitled to vote exceed the votes cast against the proposal.
With respect to the non-binding advisory vote on the frequency
of future advisory votes on named executive officer compensation
(Proposal 3), stockholders have four options and it is
possible that none of the options will receive a majority of the
votes cast. The Board will consider the option receiving the
most votes as the option selected by the stockholders. Since
Proposals 2 and 3 are both non-binding, the Board is not
obligated to follow the recommendation of the stockholders, but
will consider such advisory votes.
Ratification of Independent Auditors. For the
ratification of the appointment of our independent auditors for
fiscal 2012 (Proposal 4), the affirmative vote of the
holders of a majority of the votes cast in person or represented
by proxy, and entitled to vote on the item will be required for
approval or ratification.
A properly executed proxy marked ABSTAIN with
respect to any matter will not be voted, although it will be
counted for purposes of determining whether there is a quorum.
An abstention will have the effect of a negative vote on
Proposals 1, 2, and 4. Abstentions are not considered as
votes cast with respect to Proposal 3 and therefore will
have no effect on the frequency of an advisory vote on executive
compensation.
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board. The
Boards recommendation is set forth together with the
description of each item in this proxy statement. In summary,
the Board recommends a vote FOR each of the director
nominees, FOR the fiscal 2011 named executive
officer compensation, for every 1 YEAR with
respect to the frequency of advisory votes on named executive
officer compensation, and FOR ratification of the
appointment of our independent auditors.
3
How are
votes counted?
In the election of directors, you may vote FOR all
or some of the nominees or your vote may be WITHHOLD
AUTHORITY with respect to one or more of the nominees. You
may not cumulate your votes for the election of directors.
For Proposal 2 and Proposal 4, you may vote
FOR, AGAINST or ABSTAIN. If
you elect to ABSTAIN, the abstention has the same
effect as a vote AGAINST. If you provide specific
instructions with regard to certain items, your shares will be
voted as you instruct on such items.
For Proposal 3, you may vote for 1 YEAR,
2 YEARS, 3 YEARS, or
ABSTAIN. Abstentions will have no effect on vote on
the frequency of an advisory vote on executive compensation.
If you hold your shares in street name through a
broker, bank or other nominee rather than directly in your own
name, then your broker, bank or other nominee is considered the
stockholder of record, and you are considered the beneficial
owner of your shares. As the beneficial owner, you have the
right to direct your broker, bank or other nominee on how to
vote your shares at the Annual Meeting. The broker, bank or
other nominee that is the stockholder of record for your shares
is obligated to provide you with a voting instruction card for
you to use for this purpose.
If you hold your shares in street name but you fail
to return your voting instruction card to your broker, bank or
other nominee, your shares may constitute broker
non-votes. Broker non-votes may be voted on routine
matters such as the ratification of the appointment of our
independent auditors. Please note, however, that brokers, banks
and other nominees are not permitted to vote uninstructed shares
on a discretionary basis in the election of directors, the
advisory vote on the compensation of our named executive
officers, or the advisory vote on the frequency of future votes
on the compensation of our named executive officers. As a
result, if you hold your shares in street name and
you do not instruct your broker, bank or nominee how to vote
your shares on proposals 1, 2, or 3, no votes will be cast
on your behalf for these proposals. Therefore, it is critical
that you indicate your vote if you want it to be counted for
these proposals.
If you are a beneficial owner and your broker, bank or other
nominee holds your shares in its name, it is permitted to vote
your shares only on the ratification of the appointment of our
independent auditors (Proposal 4) if the broker, bank
or other nominee does not receive voting instructions from you.
What
should I do if I receive multiple Notices of Internet
Availability or sets of voting materials?
You may receive more than one Notice of Internet Availability
or, if you receive printed materials, you may receive sets of
voting materials, including multiple copies of this proxy
statement and multiple proxy cards or voting instruction cards.
For example, if you hold your shares in more than one brokerage
account, you may receive a separate voting instruction card for
each brokerage account in which you hold shares. If you are a
stockholder of record and your shares are registered in more
than one name, you will receive more than one proxy card. Please
complete, sign, date and return each proxy card and voting
instruction card that you receive.
Where can
I find the voting results of the Annual Meeting?
We intend to announce the preliminary voting results at the
Annual Meeting and publish the final results in a Report on
Form 8-K
to be filed within four business days following conclusion of
our Annual Meeting.
4
PROPOSALS SUBMITTED
FOR STOCKHOLDER VOTE
PROPOSAL 1
ELECTION OF DIRECTORS
The Board currently consists of nine directors. The Nominating
and Corporate Governance Committee recommended to the Board, and
the Board approved the nomination of each of the nominees below
for election to serve a one-year term set to expire at the 2012
Annual Meeting of stockholders or until their successors are
duly elected and qualified. Our Board expects that all of the
nominees will be able and willing to serve as directors. If any
nominee is not available to serve as a director at the time of
the Annual Meeting, the persons named on the proxy may vote for
another candidate nominated by our Board, or our Board may
reduce the number of directors. Our Board has determined that
each of the director nominees below, except our President and
Chief Executive Officer, James R. Bolch, is an independent
director as defined in the NASDAQ Listing Rules, as
currently in effect (the NASDAQ Rules). In making
its determination with respect to Mr. Pileggi, the Board
considered Mr. Pileggis position as Chairman and
Chief Executive Officer of Thomas & Betts Corporation
(Thomas Betts), the parent of JT Packard, a company
that we supply batteries to, including new battery systems and
temporary battery systems, and the service of those battery
systems.
Each of the nominees named below is currently a member of our
Board. Biographical information about each director nominee, as
of July 1, 2011, appears below.
Director
Nominees
Herbert
F. Aspbury
Director
since 2006
Mr. Aspbury, 66, retired as Chairman of the Board of
Trustees of Villanova University in December 2010.
Mr. Aspbury previously served as the chair of the
Universitys Audit and Finance Committee. He has also
served as an Adjunct Professor of the Fisher Graduate School of
International Business of the Monterey Institute of
International Studies, and has lectured at Cornell
Universitys joint MBA program with Queens University,
Ontario. Mr. Aspbury retired from Chase Manhattan Bank in
2000 where he served in a number of capacities, most recently as
the London-based Regional Executive for Europe, Africa and the
Middle East. Mr. Aspbury was a member of Chases
Management Committee, and also sat on the Management Committees
of Chases predecessor banks, Manufacturers Hanover
Trust Company and Chemical Bank. His overall banking career
spanned 34 years, and was focused on corporate and
investment banking. Mr. Aspbury is also a past director of
the Royal Oak Foundation, the U.S. arm of Britains
National Trust, and served as its Chairman from 2004 through
2007. In April 2011, he joined the board of the
Turks & Caicos Banking Company, a private bank which
manages money for residents of the islands. Mr. Aspbury is
Chairman of the Audit Committee, the Audit Committee Financial
Expert, and a member of the Finance Committee.
Director
Qualifications: Mr. Aspburys previous
service at Chase and other banking institutions is valuable to
the Boards oversight of the Companys capital
structure and capital financing strategies.
Mr. Aspburys exposure to European and other global
markets, as well as cross-border management experience, is
particularly beneficial to the Company in light of our global
operations.
James R.
Bolch
Director
Since 2010
Mr. Bolch, 53, is our President and Chief Executive
Officer. Mr. Bolch joined the Company in July 2010. His
career has spanned 29 years in global industrial businesses
serving a variety of customer segments. Before joining Exide, he
served as Senior Vice President and President, Industrial
Technologies Sector at Ingersoll Rand Company. From
2005-2010,
he led the Industrial Technologies Sector of Ingersoll Rand,
with multiple business lines and 25 global manufacturing sites.
He joined Ingersoll Rand in 2005 from Schindler Elevator
Corporation, where he served as Executive Vice President of the
Service Business. Prior to his tenure at Schindler Elevator
Corporation, Mr. Bolch spent 21 years with United
Technologies Corporation (UTC), starting in engineering and
program management roles with United Technologies Optical
Systems, later
5
moving to Otis Elevator Company where he progressed to Vice
President, Otis Service. In his last role at UTC, he served as
Vice President, Operations, for the UTC Power Division.
Director Qualifications: Mr. Bolchs
experience serving in senior executive positions with a large
multi-national public company has allowed him to develop
leadership and operational expertise that are important to the
Companys future success.
Michael
R. DAppolonia
Director
since 2004
Mr. DAppolonia, 62, is the retired President
and Chief Executive Officer of Kinetic Systems, Inc., a global
provider of process and mechanical solutions to the electronics,
solar and biopharmaceutical industries until his retirement in
September 2010. From 2001 through 2005,
Mr. DAppolonia was President of
Nightingale & Associates, LLC, a global management
consulting firm providing financial and operational
restructuring services to both publicly and privately held
middle-market companies. In his consulting capacity,
Mr. DAppolonia served as an executive officer of a
number of companies including Cone Mills Corporation, Moll
Industries, Inc., McCulloch Corporation, Ametech, Inc., Halston
Borghese, Inc. and Simmons Upholstered Furniture Inc.
Mr. DAppolonias recent public company board of
directors experience includes Westmoreland Coal Company
(2008 present) and The Washington Group
(2001-2007).
In addition to his experience with public companies,
Mr. DAppolonia previously served as a member of the
board of directors of Kinetic Systems, Inc., and Reorganized
Cone Mills Corporation. Mr. DAppolonia is a member of
the Compensation Committee and the Nominating and Corporate
Governance Committee.
Director
Qualifications: Mr. DAppolonia has
significant executive, financial and operational expertise as a
result of his previous executive positions.
Mr. DAppolonia also possesses significant experience
serving on boards of directors for small and medium market
private and public companies.
David S.
Ferguson
Director
since 2005
Mr. Ferguson, 66, is the principal of DS Ferguson
Enterprises, LLC, a retail consulting business. From September
2000 through July 2003, Mr. Ferguson served as President
and Chief Executive Officer of Walmart Europe. Prior to that, he
was President and Chief Executive Officer of Walmart Canada from
February 1996 to September 2000. Mr. Ferguson was President
and Chief Operating Officer as well as a director of Stuarts
Department Stores from August 1994 through October 1995.
Mr. Ferguson is a member of the board of directors of the
Empire Company Limited, the parent company of Sobeys Inc., a
Canadian grocery chain, a member of the Deans Advisory
Board of the Business School at Morehouse College and a member
of the Advisory Board of Emerge Scholarships, Inc., a 501(c)(3)
non-profit organization that provides scholarships to women
whose educations have been interrupted. Mr. Ferguson
previously served on the Board of Advisors for Miller Zell,
Inc., and Vice-Chairman of the board of directors of NSB Retail
Systems Plc. Mr. Ferguson is the Chairman of the Nominating
and Corporate Governance Committee and a member of the Audit
Committee.
Director Qualifications: Mr. Ferguson has
significant global operational experience due to his previous
executive positions with Wal*Mart. Mr. Ferguson also
possesses significant understanding of retailing as a result of
his previous executive positions. These areas of expertise
provide value to the Board in understanding global marketing
issues and, in particular, the Companys relationships with
third party retailers.
John
OHiggins
Director
since 2010
Mr. OHiggins, 47, is the Chief Executive of
Spectris plc, a UK-headquartered company that provides
analytical measurement and industrial controls for a variety of
industries, and has served in that capacity since 2006.
Mr. OHiggins previously worked at Honeywell
International, Inc. from 1991 to 2005, most recently as
President of Asia Pacific from 2002 to 2005.
Mr. OHiggins began his career as a development
engineer for Daimler Benz. Mr. OHiggins is a member
of the Audit Committee.
6
Director
Qualifications: Mr. OHiggins possesses
significant executive and operational skills as a current
corporate chief executive. Mr. OHiggins global
experience and European background are additional valuable
qualifications due to the global scope of the Companys
operations.
Dominic
J. Pileggi
Director
since 2010
Mr. Pileggi, 59, is the Chief Executive Officer of
Thomas & Betts Corporation, a leading manufacturer and
marketer of electrical components for worldwide industrial,
construction and utility markets, a position he has held since
January 2004. Prior to being named CEO, Mr. Pileggi served
in various other management positions at Thomas &
Betts, including Chief Operating Officer, President
Electrical Products and President Electronics.
Mr. Pileggi has also held senior executive positions at
Casco Plastic, Inc., Jordan Telecommunications and Viasystems.
He began his career at Procter & Gamble.
Mr. Pileggis recent public company board of directors
experience includes Chairman of the Board of Thomas &
Betts (2006 present) and board member of Lubrizol
Corporation (2005 present). Mr. Pileggi is a
member of the Nominating and Corporate Governance Committee and
the Compensation Committee.
Director Qualifications: Mr. Pileggi
possesses significant executive, operational and marketing
expertise and a broad understanding of global industrial and
consumer markets. Mr. Pileggis other board positions,
including serving as his companys chairman, provide
Mr. Pileggi with a unique basis for understanding our
business and governance process.
John P.
Reilly
Director
since 2004
Mr. Reilly, 67, is the retired Chairman, President
and Chief Executive Officer of Figgie International.
Mr. Reilly has more than thirty years of experience in the
automotive industry, where he has served as President and CEO of
a number of automotive suppliers, including Stant Corporation
and Tenneco Automotive. He has also held leadership positions at
the former Chrysler Corporation and Navistar, and has served as
President of Brunswick Corporation. Mr. Reillys
recent public company board of directors experience includes
Material Sciences Corporation (2008 present) and
Timken Company (2006 present). In addition to his
experience with public companies, Mr. Reilly also serves as
a member of the Board of Directors of Marshfield Door Systems,
Inc. Mr. Reilly serves as Chairman of the Board and a
member of the Compensation Committee.
Director Qualifications: Mr. Reilly has
significant experience in the automotive industry, a key
strategic market for the Company. Mr. Reilly also has
significant executive experience with large multi-national
manufacturing enterprises. Mr. Reillys significant
roles in the automotive industry and executive experience, as
well as other public company board service, are important
factors that make him well-qualified to serve as the Chairman of
the Board.
Michael
P. Ressner
Director
since 2004
Mr. Ressner, 62, is a retired Nortel Networks
executive who, between 1981 and 2003, served in a number of
senior financial and operational management positions.
Mr. Ressner was an Adjunct Professor of Applied Financial
Management at North Carolina State University between 2002 and
2004. He has been an adviser within the College of Management at
North Carolina State University since 2004.
Mr. Ressners recent public company board of directors
experience includes Magellan Health Services, Inc.
(2003 present), Tekelec, Inc. (2006-present),
Entrust, Inc.
(1999-2009),
Riverstone Networks,
Inc.(2003-2006)
and Proxim Corporation
(2003-2005).
In addition to his experience with public companies,
Mr. Ressner previously served on the board of Arsenal
Digital Solutions. Mr. Ressner is Chairman of the Finance
Committee and a member of the Audit Committee.
Director Qualifications: Mr. Ressner has
served in a number of senior financial positions for a large
public company and has chaired and served on a number of public
company audit committees. Mr. Ressners
7
significant experience with financial statements, internal
controls, and audit committee obligations are valuable to the
Board and to the committees on which he serves.
Carroll
R. Wetzel, Jr.
Director
since 2005
Mr. Wetzel, 68, served as non-executive Chairman of
the Board of Directors of Safety Components International, Inc.,
a supplier of automotive airbag fabric and cushions and
technical fabrics from 2000 to 2005. From 1988 to 1996,
Mr. Wetzel served as co-head of the Merger and Acquisition
Group at the Chase Manhattan Bank and previously as the head of
the Mergers and Acquisitions Group at Chemical Bank. Prior to
1988, Mr. Wetzel served as a corporate finance officer at
Smith Barney and at Dillon Read & Co., Inc.
Mr. Wetzels recent public company board of director
experience includes PHH Corporation (2010-present), Brinks Home
Security
(2008-2010),
Laidlaw International, Inc.
(2003-2007)
and Vice Chairman and lead director at Arch Wireless, Inc.
(2002-2003).
Mr. Wetzel also previously served as a director of Brinks
Company. Mr. Wetzel is Chairman of the Compensation
Committee and a member of the Finance Committee.
Director Qualifications: Mr. Wetzel
possesses significant expertise in capital markets and corporate
financing as a result of his previous employment positions with
Chase Manhattan Bank, Smith Barney, and Dillon Reed &
Co, Inc. Mr. Wetzels previous and current service on
other public company boards provides a level of expertise
regarding oversight of executive compensation.
The Board recommends that the stockholders vote
FOR the election of each of the director nominees
named above.
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PROPOSAL 2
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ADVISORY
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
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As required by Section 14A of the Securities Exchange Act
of 1934 (Exchange Act), we are asking our
stockholders to approve, on a non-binding advisory basis, the
compensation of our named executive officers as disclosed in
accordance with the rules of the Securities and Exchange
Commission (SEC) under the caption Compensation Discussion
and Analysis (CD&A) on pages
17-33 of
this proxy statement, as well as the compensation tables and
accompanying narrative on pages 34-41 of this proxy
statement. This proposal gives our stockholders the opportunity
to express their views on our named executive officers
compensation as a whole. This vote is not intended to address
any specific item of compensation or compensation to any
specific named executive officer, but rather the overall
compensation of all of our named executive officers and the
philosophy, policies and practices described in the CD&A.
We believe we maintain an appropriate compensation philosophy,
as well as prudent compensation policies and practices. We seek
to closely align the interests of our named executive officers
with the interests of our stockholders. Our compensation
programs are designed to reward our named executive officers for
the achievement of short-term and long-term strategic and
operational goals and the achievement of increased total
stockholder return, while at the same time avoiding the
encouragement of unnecessary or excessive risk-taking.
The Compensation Committees primary objective, which is
described in further detail in the CD&A, is to design and
implement an executive compensation program that attracts,
motivates and retains a strong leadership team, and that rewards
named executive officers based upon achievement of the
Companys financial objectives and continuing to enhance
long-term stockholder value. Specific objectives of our
executive compensation program include the following:
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Recruit, retain, and motivate talented executive officers;
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Provide total compensation that is significantly weighted toward
the achievement of performance-based objectives; and
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Align performance goals with greater stockholder value.
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8
The Compensation Committee believes that it has designed total
compensation for the named executive officers that will provide
considerably greater compensation if the Company achieves
superior financial performance. A core strategy of the executive
compensation program is to link each named executive
officers compensation to the Companys overall
performance, the performance of the named executive
officers divisional
and/or
functional responsibilities, as applicable, and the named
executive officers individual performance. The elements of
named executive officer compensation are based, in part, on the
Companys performance objectives, as well as external
competitive market analyses that use a variety of sources,
including the compensation market survey data compiled by the
Committees independent compensation consultants.
This vote is advisory, and therefore not binding on the Company,
the Compensation Committee or our Board. However, the vote
provides information to us regarding investor sentiment about
our executive compensation philosophy, policies and practices.
Our Board and our Compensation Committee value the opinion of
our stockholders and will review the results of the stockholder
vote and consider stockholders concerns in future
determinations concerning executive compensation.
The Board recommends that the stockholders approve, on an
advisory basis, the compensation of our named executive officers
as disclosed in this proxy statement by voting FOR
the following resolution:
RESOLVED, that the stockholders APPROVE, on a non-binding
advisory basis, the compensation paid to the Companys
named executive officers, as disclosed in the proxy statement
prepared in connection with the Companys 2011 Annual
Meeting of Stockholders pursuant to the compensation disclosure
rules of the Securities Exchange Commission, including the
CD&A, the compensation tables and related narrative
included in this proxy statement.
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PROPOSAL 3
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ADVISORY
VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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As required by Section 14A of the Exchange Act, we are also
seeking a non-binding, advisory vote on the frequency of the
advisory vote on executive compensation of our named executive
officers. Stockholders are provided with the opportunity to
indicate their preference for an advisory vote on named
executive officer compensation every (a) one year,
(b) two years or (c) three years. The stockholders may
also abstain from voting on this proposal. The Exchange Act
requires that stockholders be provided the opportunity to vote
on the frequency of advisory votes on named executive officer
compensation not less than once every six years.
After review with the Compensation Committee and Nominating and
Corporate Governance Committee, the Board recommends that
stockholder vote in favor of an annual advisory vote on named
executive officer compensation each year. We believe that a vote
each year on the compensation of our named executive officers
allows our stockholders to provide timely feedback on the
Companys current executive compensation philosophy,
practices and policies. The Company recognizes that stockholders
may have different opinions as to the appropriate frequency of
advisory votes on executive officer compensation, and will
carefully consider the voting results on this proposal. The
frequency receiving the greatest number of votes
cast one year, two years or three years
will be deemed by us as the frequency that has been recommended
by our stockholders.
The Board recommends that the stockholders vote for every
1 YEAR on the advisory vote on the frequency of
future advisory votes on the compensation of our named executive
officers.
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PROPOSAL 4
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A
PROPOSAL TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS INDEPENDENT
AUDITORS FOR FISCAL 2012
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The Audit Committee appoints our independent auditors. The
proposal to ratify the appointment of PricewaterhouseCoopers LLP
(PwC) for fiscal 2012 is put before the stockholders
because, though the stockholder vote is not binding on the Audit
Committee, the Board believes that it is good corporate practice
to seek stockholder ratification of the Audit Committees
appointment of the independent auditors. If the appointment of
PwC is not ratified, the Audit Committee will evaluate the basis
for the stockholders vote
9
when determining whether to continue the firms engagement,
but may ultimately determine to continue the engagement of the
firm or to engage another audit firm without re-submitting the
matter to stockholders. Even if the appointment of PwC is
ratified, the Audit Committee may in its sole discretion
terminate the engagement of the firm and direct the appointment
of another independent auditor at any time during the year.
We expect that representatives of PwC will attend the Annual
Meeting and that they will have the opportunity to respond to
appropriate questions from stockholders and to make a statement
if they desire to do so.
There are no relationships between our executives, directors and
PwC.
Fees of
Independent Public Accountants for Fiscal 2011 and
2010
The following table presents fees billed for professional
services rendered by PwC for the audit of our annual financial
statements and internal control over financial reporting for
fiscal 2011 and fiscal 2010, together with any fees billed for
audit-related services and tax services rendered by PwC for
fiscal 2011 and fiscal 2010.
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Fiscal 2011
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Fiscal 2010
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(1) Audit fees(a)
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$
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5,071,754
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$
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4,922,172
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(2) Audit-related fees
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(3) Tax fees(b)
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13,357
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271,448
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(4) All other fees(c)
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7,200
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6,732
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Total
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$
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5,092,311
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$
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5,200,352
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(a) |
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Fees billed for professional services performed by PwC for the
audit of our annual financial statements and review of financial
statements, quarterly reviews, and services that are normally
provided in connection with statutory regulatory filings or
engagements. Fees billed for fiscal 2010 and 2011 also included
an audit of our internal control over financial reporting. |
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(b) |
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Tax fees in 2011 relate to certain tax returns in Europe and
Asia. Tax fees billed in fiscal 2010 relate to certain tax
returns in Europe, as well as tax consulting fees regarding
research and development charges and transfer pricing
procedures, which were performed in the United States. |
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(c) |
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Fees billed in fiscal 2010 and 2011 related to technical work
performed over the first time preparation of certain statutory
accounts in Norway. |
Pre-Approval
Policies
All audit, audit-related and tax services for fiscal 2011 were
pre-approved by the Audit Committee, which concluded that the
provision of such services by PwC was compatible with the
maintenance of PwCs independence in the conduct of its
auditing functions. The Audit Committees charter provides
that individual engagements must be separately approved. The
policy also requires specific approval by the Audit Committee if
total fees for audit-related and tax services would exceed total
fees for audit services in any fiscal year. The policy
authorizes the Audit Committee to delegate to one or more of its
members pre-approval authority with respect to permitted
services.
Pursuant to the Audit Committee charter, the Audit Committee
must approve all audit engagement fees, other significant
compensation to be paid to the independent auditor and the terms
of such engagement. Additionally, the Audit Committee must
pre-approve any non-audit services to be provided by the
independent auditor.
The Board recommends that the stockholders vote
FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditors for
fiscal 2012.
10
OTHER
MATTERS
As of the date of this proxy statement, management knows of no
business that will be presented for consideration at the Annual
Meeting other than the items referred to above. If any other
matter is properly brought before the meeting for action,
proxies in the enclosed form returned to us will be voted in
accordance with the recommendation of the Board or, in the
absence of such a recommendation, in accordance with the best
judgment of the proxy holders.
GOVERNANCE
OF THE COMPANY
We are committed to maintaining the highest standards of
business conduct and corporate governance, which we believe are
essential to running our business efficiently, serving our
stockholders well and maintaining our integrity in the
marketplace. We have adopted a Code of Ethics and Business
Conduct for directors, officers (including the principal
executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar
functions) and all of our employees (the Code of
Ethics). We have also adopted Corporate Governance
Guidelines, which, in conjunction with our Certificate of
Incorporation, Bylaws and committee charters, form the framework
for our governance. Our Corporate Governance Guidelines
and Code of Ethics are available on the Investor Relations
page of our website
http://www.exide.com.
We will post on this website any amendments to the Code of
Ethics or waivers of the Code of Ethics for directors and
executive officers and will disclose waivers of the Code of
Ethics in a Current Report on
Form 8-K.
Stockholders may request free printed copies of the Code of
Ethics from:
Exide Technologies
13000 Deerfield Parkway
Building 200
Milton, Georgia 30004
Attn: Corporate Secretary
Board of
Directors Committees and Meetings
The Board has Audit, Nominating and Corporate Governance,
Compensation, and Finance Committees. Each of the committees
operates under a written charter adopted by the Board. All of
the committee charters are available on the Investor Relations
page of our website at
http://ir.exide.com/committees.cfm.
A free printed copy of each of these charters is available to
any stockholder who sends a request to the address listed under
the heading Governance of the Company. The members
of the Board on the date of this proxy statement, and the
committees of the Board on which they currently serve, are
identified below.
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Nominating
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and Corporate
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Compensation
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Audit
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Governance
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Director
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Committee
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Committee
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Committee
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Finance Committee
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Herbert F. Aspbury
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Chair
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Member
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James R. Bolch
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Michael R. DAppolonia
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Member
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Member
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David S. Ferguson
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Member
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Chair
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John OHiggins
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Member
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Dominic J. Pileggi
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Member
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Member
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John P. Reilly, Chairman
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Member
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Michael P. Ressner
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Member
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Chair
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Carroll R. Wetzel
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Chair
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Member
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Mr. Bolch does not serve on any committee of the Board. The
Board met fourteen times during fiscal 2011. Each director
attended at least 75% of all meetings of the Board and
committees on which he served. Under our Corporate Governance
Guidelines, each director is expected to attend Board
meetings on a regular
11
basis and encouraged, but not required, to attend each annual
meeting of stockholders. All Board members attended the 2010
Annual Meeting.
Our Corporate Governance Guidelines require that at least
a majority of Board members qualify as independent under the
applicable listing standards of the NASDAQ Rules and
Rule 10A-3(b)(1)
under the Exchange Act. Each year, the Board reviews information
provided by the directors and any other relevant information
and, based on this information, makes an affirmative
determination as to each directors independence. After
considering the NASDAQ Rules and
Rule 10A-3(b)(1)
under the Exchange Act, the Board determined that the following
directors are independent: Messrs. Reilly, Aspbury,
DAppolonia, Ferguson, OHiggins, Pileggi, Ressner and
Wetzel. James R. Bolch, due to his employment with the Company,
is not considered an independent director.
The Company has entered into indemnity agreements with each of
its directors and executive officers that provide for defense
and indemnification against any judgment or costs assessed
against them in the course of their service to us, as well as
for the advancement of expenses and contribution in the event of
joint liability.
In particular, the indemnification agreements provide
contractual indemnification for the indemnitee that is meant to
supplement the indemnification provided by our organizational
documents. The indemnification agreements provide that we will
indemnify and hold harmless each indemnitee, to the fullest
extent permitted by law, against any and all expenses and
losses, and any local or foreign stamp duties or taxes imposed
as a result of the actual or deemed receipt of any payments
under the indemnity agreement, that are paid or incurred by the
indemnitee in connection with such proceeding. We will indemnify
and hold harmless any indemnitee for all expenses paid or
incurred by indemnitee in connection with each successfully
resolved claim, issue or matter. The indemnification agreements
further provide that we will not provide indemnification for any
proceeding initiated or brought voluntarily by the indemnitee
against us or our directors, officers or employees, or for any
accounting of profits made from the purchase and sale by the
indemnitee of our securities.
The indemnification agreements also provide that we will
advance, to the indemnitee, to the fullest extent permitted by
law, any and all expenses paid or incurred by indemnitee in
connection with any proceeding (whether prior to or after its
final disposition), provided that the indemnitee is otherwise
entitled to indemnification under the indemnification agreement.
The agreements do not permit indemnification for acts or
omissions for which indemnification is not permitted under
Delaware law.
Audit
Committee
The Audit Committee met seven times during fiscal 2011. The
purpose of the Audit Committee is to assist the Board in
overseeing the accounting and financial reporting processes and
the audits of our financial statements. The Audit
Committees primary duties and responsibilities are to:
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monitor the integrity of our financial reporting process and
systems of internal controls regarding finance, accounting and
legal compliance;
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appoint, approve and monitor the independence, services,
performance and compensation of our independent auditors and
internal audit services;
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provide an avenue of communication among the independent
auditors, our disclosure committee, management, employees, the
internal audit function and the Board;
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review and submit to the Board for approval, as appropriate,
related person transactions for potential conflict of interest
situations;
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prepare the Audit Committee report that the SEC rules require to
be included in our annual proxy statement; and
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monitor and approve the scope of our internal audit plan and
work program and coordinate our internal and external audits.
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In September 2010, the Board determined that all of the members
of the Audit Committee are independent within the meaning of SEC
regulations, the NASDAQ Rules and our Corporate Governance
Guidelines. The Board has determined that Mr. Aspbury,
the chair of the Audit Committee, is qualified as an audit
committee financial expert within the meaning of SEC rules, and
that he has financial sophistication within the meaning of the
NASDAQ Rules.
The report of the Audit Committee is included herein under the
heading Report of the Audit Committee. The charter
of the Audit Committee is available on our website listed above.
Nominating
and Corporate Governance Committee
The Nominating and Corporate Governance Committee met nine times
during fiscal 2011. The primary purpose of the Nominating and
Corporate Governance Committee is to assist the Board in
identifying qualified individuals to serve as directors on the
Board. To that end, the Nominating and Corporate Governance
Committee has the following duties, among others:
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establish criteria for selecting new directors, identify
individuals qualified to become members of the Board based on
these criteria and recommend to the Board for its consideration
such individuals as nominees to the Board;
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oversee evaluations of the Board, individual members of the
Board and the committees of the Board; and
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develop, evaluate and make recommendations to the Board with
respect to our corporate governance policies and procedures and
the Code of Ethics.
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In September 2010, the Board determined that all of the members
of the Nominating and Corporate Governance Committee are
independent within the meaning of SEC rules, the NASDAQ Rules
and our Corporate Governance Guidelines.
The Corporate Governance Guidelines set forth qualities
the Committee and Board seek in individuals to be nominated to
the Board. These qualities include those discussed below under
Director Qualifications, Nominations and Diversity,
among other criteria, a high degree of leadership experience in
business or administrative activities, breadth of knowledge
about issues affecting us and the ability and willingness to
contribute special competencies to Board activities are
important qualities for directors to have. The Nominating and
Corporate Governance Committee also reviews annually the process
for succession plans for our Chief Executive Officer
(CEO) and the CEOs direct reports. The
Nominating and Corporate Governance Committee charter is
available on the Investor Relations page of our website listed
above.
Compensation
Committee
The Compensation Committee met eleven times during fiscal 2011.
The purpose of the Compensation Committee is to assist the Board
in fulfilling its oversight responsibilities with respect to
compensation. The Compensation Committees primary duties
and responsibilities include:
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oversee the administration of our compensation plans, in
particular our incentive compensation and equity-based plans;
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develop and recommend to the Board total compensation for our
CEO and determine compensation for all other executive officers,
including oversight of the administration of our executive
benefit plans; and
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review and discuss with management the Compensation Discussion
and Analysis and review and approve the Compensation Committee
report to be included in the annual proxy statement as required
by the rules of the SEC.
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In September 2010, the Board determined that all of the members
of the Compensation Committee are independent within the meaning
of SEC regulations, the NASDAQ Rules and our Corporate
Governance Guidelines. The Compensation Committee charter is
available on the Investor Relations page of our website listed
above.
13
Finance
Committee
The Finance Committee conducted eight meetings during fiscal
2011. The Finance Committees primary duties and
responsibilities include:
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assist the Board in reviewing and making recommendations to the
Board regarding our long-term financial structure, objectives
and policies;
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recommend to the Board authorizations, filings and applications
necessary and appropriate to enable management to execute
proposed financing plans; and
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review financial implications of any significant transactions
requiring Board approval, such as mergers, acquisitions,
reorganizations and divestitures.
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The Finance Committee charter is available on the Investor
Relations page of our website listed above.
Director
Qualifications, Nomination and Diversity
The Nominating and Corporate Governance Committee of the Board
considers all qualified candidates who may be identified by our
stockholders, current Board members
and/or
professional search firms. Stockholders who wish to propose a
director candidate for consideration by the Nominating and
Corporate Governance Committee may do so by submitting the
candidates name, resume, biographical information and
qualifications to the attention of the Secretary of the Company
at 13000 Deerfield Parkway, Building 200, Milton, Georgia 30004.
All proposals for recommendation or nominations received by the
Secretary will be presented to the Nominating and Corporate
Governance Committee for its consideration and the Committee
will review each candidate using the same criteria. Members of
the Nominating and Corporate Governance Committee will interview
candidates, and the Nominating and Corporate Governance
Committee will recommend to the Board nominees that best meet
the Boards current needs. In order for a recommended
director candidate to be considered by the Nominating and
Corporate Governance Committee for nomination for election at an
upcoming annual meeting of stockholders, the recommendation must
be received by the Secretary not less than 120 days prior
to the anniversary date of the Companys most recent annual
meeting of stockholders.
Although the Board does not maintain a formal policy regarding
diversity, the Nominating and Corporate Governance Committee
considers diversity to include diversity of backgrounds,
cultures, education, experience, geographic profiles, as well as
race, ethnicity, gender, national origin and other categories.
Board
Leadership Structure
Since 2004, the Chairman of the Board has been an independent,
non-employee director. In March 2010, the Board approved
amendments to its bylaws that restricted the Chairman of the
Board from also serving simultaneously as an executive of the
Company. John P. Reilly has served as the Chairman of the Board
since May 2004. As Chairman of the Board, Mr. Reilly
approves meeting schedules and agendas and chairs executive
sessions of the independent directors. The Board believes that
this leadership structure ensures effective independent Board
leadership and oversight of management and the Companys
long-term strategic objectives. Additionally, all of the
Boards standing committees are composed solely of, and
chaired by, independent directors. As a matter of practice, the
Chairman of the Board regularly elicits input from the CEO as to
matters to be covered at the meetings.
Board of
Directors Role in Risk Oversight
The Board provides oversight of the Companys enterprise
risks. Management oversees daily risk management processes, and
has formalized the development of a risk matrix through input
from each business unit and corporate function. The risk matrix
is refined over the course of the fiscal year and is reviewed
with the Board on an annual basis.
Although the Board has ultimate responsibility for overseeing
risk management, the Board has determined that the individual
committees are best suited to provide direct oversight of
certain risks related specifically to
14
their areas of responsibility, and the committees review those
risks with the Board. The Audit Committee reviews with the Vice
President Internal Audit the audits or assessments
of significant risks conducted by the Companys internal
audit personnel based on its own audit plan. The Audit Committee
also regularly reviews with management the Companys
internal control over financial reporting, including any
significant deficiencies, as well as significant legal,
regulatory, and compliance matters that could have a material
impact on the Companys financial statements or business.
Additionally, the Finance Committee exercises oversight with
regard to the risk assessment and management processes related
to matters including capital structure and liquidity. The
Nominating and Corporate Governance Committee, through its
succession planning activities, addresses risks related to
identification of executive talent and continuity of senior
management.
The Compensation Committee is responsible for overseeing risks
related to compensation policies and practices. The Compensation
Committee reviews a number of factors, including the mix of
long-term and short-term incentive compensation, the performance
metrics utilized for incentive compensation and the general
designs of the various incentive plans. After its annual review
of the Companys existing compensation program, the
Compensation Committee determined that the Companys
compensation programs are not likely to have a material adverse
effect on the Company.
Executive
Sessions of Independent Directors
The Board conducts executive sessions comprised exclusively of
independent directors during each regularly scheduled Board
meeting and as otherwise appropriate. The executive sessions are
chaired by the Chairman of the Board.
Compensation
Committee Interlocks and Insider Participation
During fiscal 2011, Messrs. DAppolonia, Ferguson,
Lash, Pileggi, Reilly and Wetzel each served for a period of
time as a member of the Compensation Committee, none of whom:
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is one of our current or former executive officers;
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except for Mr. Pileggi, is or was a participant in a
related person transaction in fiscal 2011 (for a description of
this related person transaction or our policy on related person
transactions, see Certain Relationships and Related
Transactions); and
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is an executive officer of another entity of which one of our
executive officers serves on the board of directors.
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There were no interlocking relationships between any of the
Compensation Committees members and the Companys
executive officers during fiscal 2011.
15
REPORT OF
THE AUDIT COMMITTEE
The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
notwithstanding any general statement contained in any such
filing incorporating this proxy statement by reference, except
to the extent we specifically incorporate this Report by
reference therein.
Purpose
The Audit Committee reviews the Companys financial
reporting process on behalf of the Board. The purpose, authority
and responsibilities of the Audit Committee are specified in its
charter, which most recently was revised in fiscal 2011, and is
available on our website at
http://ir.exide.com/committees.cfm.
The composition of the Audit Committee and the function of the
Audit Committee are described in further detail on
pages 12-13 of this proxy statement under the caption Audit
Committee.
Independent
Public Accountant Communications
The Committee discussed with the independent public accountants,
PricewaterhouseCoopers LLP, matters required to be discussed
pursuant to Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended, including,
among other things, management judgments and accounting
estimates, as well as whether there were any significant audit
adjustments, any disagreements with management or any
difficulties encountered in performing the audit. The Committee
also discussed with its independent public accountants matters
relating to its independence, which discussion included a review
of the firms audit and non-audit fees, as the fees may be
modified or supplemented from time to time. In connection with
such discussions, the Committee received and reviewed the
written disclosures and letter from its independent public
accountants required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent
accountants communications with the audit committee
concerning independence. The Committee met separately at least
quarterly with its independent public accountants, without
management present.
Internal
Controls
During fiscal 2011, the Committee discussed with management its
assessment of the effectiveness of our internal controls over
financial reporting under Section 404 of the Sarbanes-Oxley
Act of 2002 and whether any deficiencies existed. The Committee
also discussed with the Companys independent public
accountants its evaluation of managements assessment of
our internal controls.
Review of
Periodic Reports
The Committee reviewed and discussed with management and the
independent public accountants each of our quarterly and annual
reports for fiscal 2011, including our audited financial
statements, which review included a discussion regarding
accounting principles, practices and judgments. The Committee
also reviewed and discussed with management the earnings press
releases accompanying such quarterly and annual reports.
Audited
Financial Statements
As a result of its review of the audited financial statements,
as well as its discussions with management and the independent
public accountants, including those discussions mentioned above
related to independent public accountant communications, the
Committee recommended to the Board and the Board approved the
inclusion of our audited consolidated financial statements in
our Annual Report on
Form 10-K
for fiscal 2011 for filing with the SEC.
Members of the Audit Committee
Herbert F. Aspbury, Chairman
David S. Ferguson
John OHiggins
Michael P. Ressner
16
COMPENSATION
DISCUSSION AND ANALYSIS
We refer you to our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2011 for additional
information regarding fiscal 2011 results discussed in the
Executive Summary of this report.
Executive
Summary
We seek to closely align the interests of our named executive
officers with the interests of our stockholders. Our
compensation programs are designed to reward our named executive
officers for the achievement of short-term and long-term
strategic and operational goals and the achievement of increased
total shareholder return, while at the same time avoiding the
encouragement of unnecessary or excessive risk-taking. Our named
executive officers total compensation is comprised of a
mix of base salary, annual cash incentive awards and long-term
incentive awards that include both cash and performance-based
equity awards.
Despite a difficult economic environment, we significantly
improved our operating performance during the last completed
fiscal year. As described in Managements
Discussion and Analysis of Financial Conditions and Results of
Operations in our Annual Report on
Form 10-K,
our fiscal 2011 financial results were strong relative to our
fiscal 2010 results.
Our
year-over-year
key financial performance indicators of net income and earnings
per share placed us above the 75th percentile when measured
against our peer companies
year-over-year
results, while our Adjusted EBITDA placed us below the
25th percentiles against the same peer companies. Our peer
companies are described in more detail on page 21 herein.
The following table presents key financial performance
indicators for the past three fiscal years, some of which have
been used in determining certain performance-based compensation.
The Company believes that these measures are useful to investors
and management because they assist investors and management in
evaluating and comparing the Companys performance for
different periods. Adjusted EBITDA, Adjusted Net Income and
adjusted earnings per share (Adjusted EPS) are
metrics upon which fiscal 2011 short-term incentive pay provided
for named executive officers is based, and, as described below,
exclude non-operational items that the Company believes are not
indicative of, or may obscure trends useful in evaluating, the
Companys continuing operations.
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Fiscal 2009
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Fiscal 2010
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Fiscal 2011
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(In millions except for per-share data)
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Net Sales
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$
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3,322.3
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$
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2,685.8
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$
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2,887.5
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Net Income(2)
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$
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(69.5
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$
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(11.8
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$
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26.4
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Adjusted EBITDA(1)
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$
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252.7
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$
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198.8
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$
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228.8
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Earnings Per Share (Diluted) (GAAP EPS)
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$
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(0.92
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)
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$
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(0.16
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)
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$
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0.33
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Adjusted Net Income(3)
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$
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47.3
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$
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48.5
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$
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57.9
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Adjusted Earnings Per Share(4)
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$
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0.63
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$
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0.64
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$
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0.72
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Operating Income
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$
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67.6
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$
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16.7
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$
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95.8
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(1) |
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Adjusted EBITDA is defined as earnings before interest, taxes,
depreciation, amortization and restructuring charges. The
Companys Adjusted EBITDA definition also adjusts reported
earnings for the effect of non-cash currency remeasurement gains
or losses, the non-cash gain or loss from revaluation of the
Companys warrants liability, impairment charges, non-cash
gains or losses on asset sales and non-cash stock compensation
expense and minority interest. We also refer you to the earnings
release filed as Exhibit 99.1 to our Report on
Form 8-K,
dated June 1, 2011, for a reconciliation of Adjusted EBITDA
to the income or loss reported under generally accepted
accounting principles. |
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(2) |
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Excludes any net income attributable to minority interests, and
reflects only net income of Exide Technologies as reported in
the Companys audited consolidated financial statements
included in its Annual Report on
Form 10-K
for the fiscal year ended March 31, 2011, filed with the
SEC on June 1, 2011. |
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Adjusted net income is defined as net income plus or minus
after-tax restructuring charges, one-time tax items (including
non-cash valuation allowances), reorganization expenses related
to post-bankruptcy claims administration, after tax currency
re-measurement gains or losses, and non-cash gains or losses
from the revaluation of the Companys warrants liability. |
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(4) |
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Adjusted EPS is defined as adjusted net income divided by
weighted average shares outstanding. |
17
Compensation
Decisions for 2011
The Committee believes that the compensation decisions made in
fiscal 2011 were appropriate in light of the Companys
consolidated results, and are as follows:
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Base salaries of our NEOs were moderately increased consistent
with market practices;
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Adjusted EPS, consolidated adjusted EBITDA,
Division Adjusted EBITDA, and Division ROWC are the
key metrics for our named executive officers fiscal 2011
cash incentive awards. These metrics provide for a balanced
approach to measuring annual company performance. Where the
Companys or respective divisions performance with
respect to each of these metrics was above target, resulting
payment of annual cash incentive awards were above target levels
for our named executive officers. Payments below target were
earned where a division performed below target.
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Long-term incentive compensation continues to make up the
largest percentage of the compensation for each of our named
executive officers, comprised of both equity-based and
cash-based awards, the majority of which are earned through
performance and have value that is closely linked to the
Companys total shareholder return.
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Compensation
Practices and Corporate Governance
The Company believes that at the core, its compensation programs
must support sound corporate governance principles. We believe
the following factors support this belief:
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Perquisites are a minimal part of our compensation program, and
we do not provide substantial post-retirement benefits.
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We maintain a policy prohibiting Company personnel, including
the named executive officers, from engaging in any short-term,
speculative securities transactions, including purchasing
securities on margin, engaging in short sales, buying or selling
put or call options, and trading in options (other than those
granted by the Company).
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The Compensation Committee considers internal pay equity when
making compensation determinations with regard to the named
executive officers.
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The Compensation Committee uses tally sheets that provide
information as to all compensation that is potentially available
to our named executive officers, as well as the amount of wealth
that our named executive officers have accumulated under our
compensation programs.
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The Compensation Committee engages an independent compensation
consultant to advise it in regard to executive compensation and
related governance issues.
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Our strong risk management program, which includes our
Compensation Committees significant oversight of the
ongoing evaluation of the relationship between our compensation
programs and risk, ensures that our incentive compensation plans
do not motivate or reward inappropriate risk taking.
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The Committee believes that the compensation program and
performance goals described herein provide appropriate economic
incentives in light of current economic conditions for the named
executive officers to continue to drive improvements in our
financial performance and increase stockholder value. We
encourage you to read this CD&A for a detailed discussion
and analysis of our executive compensation program, including
information about the fiscal 2011 compensation of the named
executive officers.
Compensation
Committee Activities
The Committees responsibilities include reviewing and
approving corporate goals and objectives relevant to the
compensation of our Chief Executive Officer (CEO)
and, based on the evaluation of the CEOs performance
against these goals and objectives, recommending the CEOs
compensation to the Board. The Committee is also responsible for
reviewing and approving the compensation for all named executive
officers and certain other key employees, overseeing the
administration of our compensation and benefits plans,
18
including both our short-term cash incentive and long-term
equity incentive compensation plans, and making recommendations
to the Board regarding director compensation.
The Committees responsibilities are enumerated in full
detail in the Committees charter, which is reviewed
annually. The charter, originally adopted on May 12, 2004,
was most recently amended on February 3, 2011. A copy of
the charter can be found under the Investor Relations page of
our website:
http://ir.exide.com/committees.cfm.
Role of
Executive Officers in Compensation Decisions
Annually, the CEO, in consultation with the Executive Vice
President Human Resources (EVP-HR),
makes recommendations to the Committee regarding any adjustments
to base salary for named executive officers based on the
CEOs assessments of each named executive officer and
market data for similarly positioned executives. Materials
supporting the recommendations, including division and the
corporate-level results, market survey data, peer group analysis
and salary history for named executive officers are provided to
the Committee for its review and consideration in consultation
with the Committees independent compensation consultant,
Pearl Meyer & Partners (PM&P). The
CEO and EVP-HR attend the Committees meetings to present
their recommendations regarding base salary adjustments, annual
short-term cash incentive compensation and long-term equity
incentive compensation. The Committee reviews with the CEO and
EVP-HR any such recommendations, and based on this review,
approves or alters the proposed compensation as it deems
appropriate. The CEO is not present when the Committee reviews
the CEOs compensation and the EVP-HR does not make
recommendations regarding adjustments to his base salary and is
not present when the Committee reviews his compensation. All
final decisions regarding compensation for the CEO and
compensation for named executive officers other than the CEO are
ultimately made by the Board and the Committee, respectively.
Independent
Compensation Consultants
When analyzing various components of named executive officer
compensation, the Committee engages an independent compensation
consultant to provide advice and other services, including
providing data regarding prevailing market conditions.
Additionally, the Committee engages its independent compensation
consultant to review director compensation and, where
appropriate, recommend adjustments. In February 2011, the
Committee retained PM&P as its independent compensation
consultant for fiscal 2012. Previously, the Committee retained
Towers Watson as its independent compensation consultant from
October 2007 until February 2011. The Committee reviewed the
Companys relationship with PM&P and PMPs
retention by management to provide executive compensation advice
during fiscal 2011, and concluded that PM&P is independent
in providing advice and recommendations to the Committee. The
fees for the independent consultant are paid directly by the
Company pursuant to the Committees charter. The Committee
annually reviews the retention of its independent compensation
consultant.
Upon request of the Committee, the independent consultant
provides peer group and market survey compensation data and
related metrics for the Committees review of named
executive officer base salary, annual short-term cash incentive
compensation and long-term equity incentive compensation. The
independent consultant periodically coordinates with the EVP-HR
regarding compensation packages for proposed new named executive
officers and other senior personnel, as well as providing
metrics for evaluating and scaling long-term equity incentive
compensation for all named executive officers. The independent
consultant also provides the Committee with recommendations
concerning market survey data for any
non-U.S. named
executive officers. Pursuant to the terms of the consulting
agreement, the independent consultant reports directly to the
Committee and acts at the Committees request. The
independent consultant reviews and makes recommendations to the
Committee regarding the companies included in the Companys
peer group.
The Companys management has also occasionally engaged
Mercer Consulting to provide consulting advice regarding
executive compensation.
19
Philosophy
Regarding Executive Compensation
The Committees primary objective is to design and
implement an executive compensation program that attracts,
motivates and retains a strong leadership team, and that rewards
named executive officers based upon achievement of the
Companys financial objectives and continuing to enhance
long-term stockholder value. Specific objectives of our
compensation program include the following:
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Recruit, retain, and motivate executive officers;
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Provide total compensation that is significantly weighted toward
the achievement of performance-based objectives; and
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Align performance goals with greater shareholder value.
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The Committee believes it has designed total compensation for
the named executive officers that will provide considerably
greater compensation if the Company achieves superior financial
performance. A core strategy of the executive compensation
program is to link each named executive officers
compensation to the Companys overall performance, the
performance of the named executive officers regional
business
and/or
functional responsibilities, as applicable, and the named
executive officers individual performance. The elements of
named executive officer compensation are based, in part, on the
Companys performance objectives, as well as external
competitive market analyses that use a variety of sources,
including the compensation market survey data compiled by the
Committees independent compensation consultants.
The Committee believes that performance-based compensation,
principally in the form of long-term equity incentive
compensation, and including short-term annual cash incentive
compensation, should represent approximately two-thirds of a
named executive officers total compensation. It is the
view of the Committee that the emphasis on performance-based
compensation encourages superior performance, serves to retain
key employees and better aligns executive compensation with the
interests of the Companys stockholders.
In fiscal 2011, the Committee sought to maintain competitive
total compensation for the named executive officers, which
generally falls between the 50th and 75th percentiles
based on market survey and per group data. The Committee may set
the total compensation, or any individual component of total
compensation, above or below the percentile targets based on
each named executive officers annual performance, years of
experience, current compensation, scope of responsibility when
compared to similar positions, the Committees ability to
target appropriate future base salaries, and any other factors
that the Committee deems appropriate.
The Committee generally does not believe perquisites, including
executive retirement plans, should represent a significant
portion of named executive officer compensation. Named executive
officers receive benefits aligned with benefits received by
other employees under company-sponsored plans. Limited
perquisites are selectively utilized to support the named
executive officers business needs and are not intended to
be competitive with others in our peer group.
Benchmarking
The Committees independent compensation consultant
provides compensation data for named executive officers using
general market survey data, as well as peer group data.
Market
Survey Data
In addition to our peer group data, the Committee used
proprietary market survey data provided by PM&P, as well as
the Top Management Compensation Calculator by Towers Watson
Data Services as resources to benchmark base salary and
total cash compensation for our named executive officers. The
Towers Watson market survey data is comprised of data from more
than 1,500 organizations representing a variety of industries,
sizes of companies and geographic areas. The Company utilizes
survey data for the position or positions that most closely
matches the job description of each named executive officer or
executive officer position, and for the companies that are most
closely aligned with characteristics of the Company, including
comparable industry, comparable size (revenue and employees),
geography and other measures of comparison as appropriate and
available.
20
Peer
Group Data
The criteria for the selection of the peer group include
industry, size (based on revenue, market capitalization, total
assets and number of employees), and companies with comparable
business models, operations and complexities. During fiscal
2011, the Committee evaluated the Companys peer group and,
based on the recommendation from Towers Watson, the Committee
made no changes to its existing peer group. The companies
comprising the peer group for fiscal 2011 are listed below:
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American Axle & Manufacturing Holdings, Inc.
(NYSE:AXL)
AMETEK Inc. (NYSE:AME)
Amphenol Corporation (NYSE:APH)
ArvinMeritor, Inc. (NYSE:ARM)
Autoliv, Inc. (NYSE:ALV)
Borg Warner Inc. (NYSE:BWA)
Brunswick Corporation (NYSE:BC)
Energizer Holdings, Inc. (NYSE:ENR)
Enersys (NYSE:ENS)
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General Cable Corporation (NYSE:BGC)
Hubbel Incorporated (NYSE:HUB)
Modine Manufacturing Company (NYSE:MOD)
Molex Incorporated (NASDAQ:MOLX)
Rockwell Automation, Inc. (NYSE:ROK)
Tenneco Inc. (NYSE:TEN)
The Timken Company (NYSE:TKR)
Vishay Intertechnology, Inc. (NYSE:VSH)
WABCO Holdings, Inc. (NYSE:WBC)
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The Committee uses peer company data to evaluate the
appropriateness of the components of our compensation program,
including the following: director compensation; the allocation
of various forms of long-term compensation awards; and the type
of financial metrics used for short-term cash incentive awards
and long-term equity compensation awards. The Committee uses
this peer group data so that the components of compensation
programs are competitive with those of our peer group, will
encourage superior performance and attract and retain qualified
employees. Using the criteria discussed above, the Committee
routinely reviews and evaluates, with assistance from its
independent compensation consultant, the appropriateness of the
companies comprising the peer group.
Elements
of Compensation
The Committee utilizes the following to provide total annual
compensation to our named executive officers:
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base salary;
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short-term cash incentive compensation;
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annual grants of long-term compensation, principally in the form
of time-vested and performance-based restricted stock and
restricted stock unit awards, as well as cash-based awards
earned for performance; and
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personal benefits and perquisites.
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Each of these elements is further explained below.
Base
Salary
The Committee adheres to the principle that base salary should
represent a key component of a named executive officers
total compensation. In order to hire and retain highly qualified
candidates, the Committee generally sets base salaries for named
executive officers at, or above, the prevailing median base
salary of similarly situated executives based on market survey
data, which typically results in base salary between the
50th and
75th
percentile based on market survey data.
The Committee establishes, and periodically modifies, if
appropriate, each named executive officers base salary
through an evaluation of several factors, including individual
performance, current market conditions, years of experience,
industry specific experience, national and local salaries for
comparable positions (internally and externally), level of
responsibility and the recommendations of the CEO and EVP-HR.
Each year, the Committee, based, in part, on the review of
information obtained from its independent compensation
consultant and the CEOs and EVP-HRs recommendation,
reviews and modifies, as it deems appropriate, the
21
base salaries for the Companys named executive officers
other than the CEO. The CEOs base salary for fiscal years
2011 and 2012 was set pursuant to the terms of his Employment
Agreement. In conjunction with evaluations submitted by
directors, the Committee reviews and may recommend additional
adjustments in the CEOs base salary. Any such
recommendations regarding the CEOs base salary must be
approved by the Board.
In fiscal 2011, the Company resumed annual merit increases that
had previously been frozen due to the global economic
conditions effect on the Companys business. In May
2010, the Committee approved an increase to
Mr. Damaskas base salary from $350,000 to $400,000
and an increase to Ms. Hatchers base salary from
$315,000 to $360,000 to recognize their performance and pay
competitive compensation. The Committee also approved a merit
increase to adjust Mr. Ostermanns annual base salary
from 365,000 to 386,900. On May 25, 2011, the
Committee approved fiscal 2012 merit increases for the named
executive officers, increasing Mr. Damaskas base
salary from $400,000 to $410,000, Ms. Hatchers base
salary from $360,000 to $370,800, Mr. Ostermanns base
salary from 386,900 to 399,510 and
Mr. Tetreaults base salary from $350,000 to $358,750.
The Committee and Board determined that Mr. Bolchs
base salary, when compared to the salaries of the Companys
other named executive officers, appropriately reflects his
greater global responsibilities for the Companys
operational and strategic oversight. The Committee also believes
the base salary for our CEO should be higher than the salaries
for the Companys other named executive officers due to the
responsibilities of his position. The base salaries for other
named executive officers generally fall within a range discussed
above and are intended to reflect differences in respective
individual and division performance.
Short-Term
Cash Incentive Compensation
The Committee currently targets short-term cash incentive
compensation at 50% of a named executive officers base
salary, consistent with market data. Mr. Bolchs
employment agreement provides short-term cash incentive
compensation at 125% of base salary. The Committee believes that
the significantly higher target for the CEO, when compared to
the Companys other named executive officers, is
appropriate in light of his level of responsibility. Payout of
these awards is conditioned on an individual named executive
officers regional financial performance, where applicable,
and consolidated corporate financial performance. The Committee
believes that any payout above the 50th percentile of market
data should reflect exceptional performance compared to the
market.
Fiscal
2011 Short-Term Cash Incentive Awards
On March 24, 2010, the Committee approved the fiscal 2011
short-term cash incentive plan awards for named executive
officers under the 2010 Annual Incentive Plan (2010
AIP). Fiscal 2011 awards were based on the following
performance measures for non-divisional named executive officers:
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Adjusted EPS; and
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Consolidated Adjusted EBITDA for the Company as a whole
(Consolidated EBITDA).
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For named executive officers who oversee one of the
Companys divisional operations, in addition to the
corporate goals of Adjusted EPS and Consolidated EBITDA, their
performance measures also included Division Adjusted EBITDA
and Division return on working capital
(Division ROWC), which is defined as the
divisions Adjusted EBITDA divided by the sum of accounts
receivable and inventory minus accounts payable.
22
The threshold, target and maximum goals for Consolidated EBITDA,
Adjusted EPS, division Adjusted EBITDA and
Division ROWC were established by the Committee based on
the fiscal 2011 operating plan goals approved by the Board.
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Performance Metrics
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Payout
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Corporate Performance Measures
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70% Adjusted EPS
30% Consolidated EBITDA
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< 80% Performance = 0% of Target Payout
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Division Performance
Measures
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50% Division Adjusted EBITDA
25% Division ROWC
15% Adjusted EPS
10% Consolidated EBITDA
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80% Performance = 50% of Target Payout 100% Performance = 100%
of Target Payout 120% Performance = 200% of Target Payout
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The Committee also established a required threshold performance
level based on a minimum Adjusted Net Income of
$23.4 million. No named executive officer would be eligible
to receive any fiscal 2011 award otherwise earned under the 2010
AIP if threshold Adjusted Net Income was not achieved.
Payments of fiscal 2011 awards under the 2010 AIP occurred on or
about July 6, 2011, after the audit of the Companys
financial statements was completed. In fiscal 2011, the Company
achieved Adjusted Net Income of $57.9 million, which
exceeded the minimum threshold. On a consolidated basis, the
Companys target Consolidated EBITDA was
$241.4 million and the Company achieved
$228.8 million, or 86.9% of the target. Target Adjusted EPS
was $0.59, and the Company achieved $0.72, which was in excess
of 200% of target. However, a late year-end foreign tax
adjustment was deducted from the Adjusted EPS achieved under the
2010 AIP, limiting payout to $0.68 or 179.4% of target. Due to
the consolidation of the two Europe divisions during fiscal
2011, Mr. Ostermanns payout was determined by
combining the Division ROWC and division Adjusted
EBITDA for Transportation Europe and Industrial Energy Europe.
The combined Division ROWC was 37.3%, which was in excess
of 200% of target and the combined division Adjusted EBITDA
was $99 million, or 143.2% of target.
The threshold, target and actual payouts to the Companys
named executive officers (excluding Mr. Ulsh) for fiscal
2011 awards under the 2010 AIP were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Threshold(1)
|
|
|
Target(2)
|
|
|
Actual
|
|
|
James R. Bolch
|
|
$
|
531,250
|
|
|
$
|
1,062,500
|
|
|
$
|
1,619,356
|
|
Phillip A. Damaska
|
|
$
|
100,000
|
|
|
$
|
200,000
|
|
|
$
|
304,820
|
|
Michael Ostermann(3)
|
|
$
|
137,030
|
|
|
$
|
274,060
|
|
|
$
|
431,261
|
|
Edward R. Tetreault(4)
|
|
$
|
36,750
|
|
|
$
|
73,500
|
|
|
$
|
99,653
|
|
Barbara A. Hatcher
|
|
$
|
90,000
|
|
|
$
|
180,000
|
|
|
$
|
274,338
|
|
|
|
|
(1) |
|
Assumed both division and consolidated corporate results are at
80% of target and the Adjusted Net Income threshold is met. |
|
(2) |
|
Assumed both division and consolidated corporate performance are
at target level. |
|
(3) |
|
Mr. Ostermanns compensation is paid in Euros and
reflects the Euro/U.S. Dollar exchange rate of
1.42/1.00 at
March 31, 2011. |
|
(4) |
|
Mr. Tetreaults fiscal 2011 target and payout under
the 2010 AIP were pro-rated based on the commencement of his
employment on November 15, 2010. |
The Committee believes the targets established for the named
executive officers for fiscal 2011 awards under the 2010 AIP
were challenging and required significant performance at both
the division and corporate level, particularly in light of the
ongoing effects of the global economic downturn and uncertainty
regarding the timing of any corresponding economic recovery. On
June 1, 2010, the Board approved a lump sum discretionary
payment of $300,000 to Mr. Ulsh. The payment was in lieu of
Mr. Ulshs target fiscal 2011 short-term incentive
plan amount for the period April 1, 2010 through
June 30, 2010.
23
Fiscal
2012 Short-Term Cash Incentive Awards
As part of its annual review of the short-term incentive plan,
on March 29, 2011, the Board approved for the CEO, and the
Committee approved for other named executive officers, fiscal
2012 performance measures for awards under the 2012 Annual
Incentive Plan (2012 AIP), which amended and
restated the 2010 AIP. Due to the integration of the former
Industrial and Transportation divisions in Europe and the
Americas, the Committee amended the 2010 AIP to combine division
metrics into consolidated regional metrics and to include
additional performance measurements described in more detail
below. Fiscal 2012 AIP awards to non-regional named executive
officers were based on the following performance measures:
|
|
|
|
|
GAAP EPS;
|
|
|
|
Consolidated corporate operating income (Consolidated
Operating Income), which is defined as net sales less the
sum of cost of sales, selling and administrative expenses and
restructuring and asset impairment charges; and
|
|
|
|
Consolidated corporate free cash flow (Consolidated
FCF), which is defined as cash from operating activities
less cash used for investing activities, both determined from
the statement of cash flows in our audited financial statements.
|
In addition to these measures, fiscal 2012 AIP awards to the
named executive officers who oversee the Companys regional
operations in the Americas, Europe and Asia included the
regions Operating Income (Regional Operating
Income) and the regions free cash flow
(Regional FCF). Threshold, target and maximum goals
for the various metrics were established by the Committee based
on the fiscal 2012 operating plan goals approved by the Board
and are summarized in the table below.
|
|
|
|
|
|
|
Performance Metrics
|
|
Payout
|
|
Corporate
Performance
Measures
|
|
50% GAAP EPS
30% Consolidated Operating Income
20% Consolidated FCF
|
|
<80% Performance = 0% of Target Payout
|
Region
Performance
Measures
|
|
50% Regional Operating Income
25% Regional FCF
15% GAAP EPS
10% Consolidated Operating Income
|
|
80% Performance = 50% of Target Payout 100% Performance = 100%
of Target Payout 120% Performance = 200% of Target Payout
|
The Committee also established a threshold Operating Income
target below which no earned fiscal 2012 AIP award will be paid.
For fiscal 2012, the Committee approved a further amendment
which allows the Committee to adjust a named executive
officers earned 2012 AIP award based on an individual
performance modifier that consists of a rating of each
individuals performance against individual goals,
objectives and leadership to be established by the Committee in
its discretion prior to the end of fiscal 2012. The adjustment
multiplier ranges from 0% to 125% based on the named executive
officers achievement of the specific fiscal 2012
individual goals, objectives and leadership, but in no event
will any named executive officers payout exceed the 200%
level.
The threshold, target and maximum payouts to the Companys
named executive officers for fiscal 2012 AIP awards are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Threshold(1)
|
|
Target(2)
|
|
Maximum
|
|
James R. Bolch
|
|
$
|
562,500
|
|
|
$
|
1,125,000
|
|
|
$
|
2,250,000
|
|
Phillip A. Damaska
|
|
$
|
102,500
|
|
|
$
|
205,000
|
|
|
$
|
410,000
|
|
Michael Ostermann(3)
|
|
$
|
141,826
|
|
|
$
|
283,652
|
|
|
$
|
567,304
|
|
Edward R. Tetreault
|
|
$
|
89,688
|
|
|
$
|
179,375
|
|
|
$
|
358,750
|
|
Barbara A. Hatcher
|
|
$
|
92,700
|
|
|
$
|
185,400
|
|
|
$
|
370,800
|
|
|
|
|
(1) |
|
Assumes both region and consolidated corporate results are at
80% of target and the Adjusted Net Income threshold is met. |
24
|
|
|
(2) |
|
Assumes both region and consolidated corporate performance are
at target level. |
|
(3) |
|
Mr. Ostermanns compensation is paid in Euros and
reflects the Euro/U.S. Dollar exchange rate of
1.42/1.00 at
March 31, 2011. |
The Committee believes the targets established for the named
executive officers for fiscal 2012 AIP awards are challenging
and will require significant performance at both the region and
corporate level.
Long-Term
Equity and Other Incentive Compensation
The Committee targets payouts under long-term equity
compensation awards for named executive officers, other than the
CEO, at or near the 50th percentile based on market survey data
in fiscal 2011. The Committee targets payouts under long-term
equity compensation awards for the CEO between the 50th and 75th
percentile based on market survey data. The 2009 Stock Incentive
Plan (the 2009 Plan) authorizes the issuance of up
to four million options, restricted stock, restricted stock
units (RSUs) and performance unit awards, the latter
being payable in cash or stock. The Committee oversees the
administration of the 2009 Plan.
The Committee believes that long-term equity incentive
compensation issued under the 2009 Plan should be a significant
element of total compensation for the Companys named
executive officers because it is designed to align
managements performance with long-term stockholder value,
principally through the issuance of time vested restricted stock
and performance share awards.
Long-term equity incentive compensation targets are based, in
part, on recommendations from the Companys independent
compensation consultant, comparative market survey data and peer
group data. The Committees determination of the amount and
relative weight of equity awards as part of total compensation
is also based on the philosophy that, in light of the current
number of outstanding shares of common stock, average annual
equity awards to management should not generally exceed 1.3% of
those total outstanding shares to avoid diluting the holdings of
non-employee stockholders. Consequently, the Committee may vary
the type and amount of long-term equity compensation to preserve
this ratio and avoid equity award rates that would prematurely
exhaust the 2009 Plans reserve of stock available for
future awards. Additionally, the Committee, based upon the
recommendation of the CEO, may provide interim awards of
long-term equity to employees in recognition of extraordinary
contributions.
The relative weighting of equity and cash performance units
within the long-term incentive plan is based on various factors,
including the number of remaining shares (options, restricted
stock, performance shares and RSUs) available for grant under
the 2009 Plan and the anticipated vesting rate for previous
grants. The Committee includes a performance unit payable in
cash in the annual long-term incentive compensation grants when,
in light of the prevailing price of the Companys common
stock on the NASDAQ Global Market, issuance solely of equity
would disproportionately reduce the number of remaining options,
restricted stock, performance shares and RSUs available for
grant under the 2009 Plan.
For fiscal 2011, Mr. Bolchs long-term equity
incentive compensation award was set at 300% of base salary and
Mr. Damaskas long-term equity incentive compensation
award was set at 145% of base salary. As compared to the
Companys other named executive officers, the long-term
equity incentive awards for the CEO and CFO are set
significantly higher as a result of their global
responsibilities and to allow for total compensation above the
50th percentile based on market survey data.
On March 25, 2010, the Board approved for the named
executive officers, fiscal 2011 long-term equity incentive
compensation awards. Given the Committees intent to limit
annual run rates to reasonable levels, the Committee determined
that a grant comprised solely of performance-based and
service-based share awards valued at $10.00 per share would
result in the issuance of approximately 1.1% of the
Companys outstanding shares. The Board determined that the
fiscal 2011 long-term equity incentive compensation awards
should provide for an allocation of two-thirds performance share
awards and one-third service-based restricted share awards, the
terms of which are described below under the captions
Restricted Stock,
Restricted Stock Units and
Performance Share Awards.
Effective March 29, 2011, the Committee granted for named
executive officers other than the CEO and the Board approved for
the CEO, fiscal 2012 long-term equity incentive compensation
awards. These fiscal 2012
25
awards provided for an allocation of one-third service-based
restricted share awards, one-third performance-based cash awards
and one-third performance-based share awards consistent with the
Committees goal regarding the burn rate for equity awards.
The terms of these awards are described below under the captions
Restricted Stock,
Restricted Stock Units,
Performance Share Awards and Performance
Cash Awards.
Options
The Committee occasionally grants options as an element of the
named executive officers equity-based awards. Under the
2009 Plan, options vest over a three-year period and must be
exercised within ten years of the grant date.
In light of the Companys current stock price and the
Committees targeted annual burn rate objective of less
than 1.3% of common shares outstanding, and the relative number
of options necessary to provide named executive officers the
opportunity to earn the full value of their target long-term
incentive compensation, the Committee did not issue options for
fiscal years 2011 and 2012.
Restricted
Stock
The Committee occasionally grants shares of restricted stock as
a component of annual long-term equity awards. The Committee
believes that restricted stock is an important component of an
overall equity award. For fiscal 2011, the Committee issued
long-term equity awards comprised of one-third restricted stock
and two-thirds performance share awards described below. The
Committee believes restricted stock is a useful tool for
employee retention and established the vesting schedule
described below for such awards. As a result of the economic
environment and Company stock performance prior to fiscal 2011,
the Committee used a per-share value of $10.00 in determining
the number of shares awarded to named executive officers.
Although the closing stock price on March 25, 2010, the
date the restricted stock was granted under the fiscal 2011
long-term incentive plan, was $5.76, the $10.00 value per share
was selected to allow the Committee to maintain an annual burn
rate of approximately 1.1% of outstanding shares while allowing
named executive officers the opportunity to earn the full value
of their target long-term incentive compensation. For fiscal
2012, the Committee issued one-third of named executive officer
long-term equity awards as restricted stock based upon the
closing price of the Companys stock on March 29,
2011. The restricted stock awards vest ratably over three years,
but the Committee will continue to evaluate the appropriateness
of cliff-vesting or other vesting schedules used by the
Companys peer group and market survey data.
Restricted
Stock Units
The Incentive Plans permit the Board to award RSUs. The use of
RSUs in the United States allows participants to defer the
recognition of ordinary income associated with long-term equity
incentive compensation awards until all RSUs have fully vested.
Prior to fiscal 2011, RSUs issued by the Company vested ratably
over a five-year period, but shares of common stock are
typically not delivered to the employees until the end of the
full vesting period. Under the RSU grants, if the
recipients employment with the Company terminates prior to
the end of the five-year period, the employee would receive
stock certificates for any vested RSUs at the date of
termination. For fiscal years 2011 and 2012, the Committee
granted RSUs to Mr. Ostermann, a
non-U.S. stock
plan participant, as long-term incentive compensation in lieu of
restricted stock. As with awards of restricted stock to
U.S. participants, the RSUs vest ratably over a three-year
period. In fiscal 2011, the Committee established a $10.00 per
share value in determining the number of RSUs to award to
Mr. Ostermann as fiscal 2011 long-term incentive
compensation. The fiscal 2012 RSUs granted to Mr. Ostermann
were based on the closing price of the Companys stock on
March 29, 2011, and will vest ratably over three years. No
RSUs were granted to U.S. participants in fiscal 2011.
Performance
Cash Awards
Performance cash awards can provide named executives officers
with the opportunity to receive cash compensation upon the
satisfaction of specific financial objectives established by the
Committee for a specified performance period, generally three
years.
26
The Committee believes that long-term incentive compensation
awards should be weighted toward the issuance of equity awards
rather than cash awards to align performance goals with
stockholder value. Owing to a significant reduction in the
Companys stock price, and the desire to maintain an annual
burn rate generally below 1.3%, the Board approved fiscal 2010
performance cash awards representing 70% of each named executive
officers long-term equity incentive compensation value,
except the CEO. This performance cash award is based on total
stockholder return during the three-year period commencing
April 1, 2010. The initial price for determining total
stockholder return was $6.29, the closing price of the
Companys common stock on May 4, 2009. For each $0.01
increase in the Companys common stock price from $6.29,
each named executive officer will receive $0.01 of his target
performance unit cash award. The performance unit cash award is
capped at the achievement of 200% of the target, or $18.87 per
share. The Company must achieve a three-year cumulative
Consolidated Corporate Adjusted EBITDA threshold before any
payment can be earned.
The target and maximum fiscal 2010 performance unit cash awards
to the Companys named executive officers (except
Mr. Ulsh) are as follows:
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Target(1)(3)
|
|
|
Maximum(2)(3)
|
|
|
Phillip A. Damaska
|
|
$
|
306,250
|
|
|
$
|
612,500
|
|
Michael Ostermann(4)
|
|
$
|
342,563
|
|
|
$
|
685,125
|
|
Barbara A. Hatcher
|
|
$
|
275,625
|
|
|
$
|
551,250
|
|
|
|
|
(1) |
|
Assumes 100% increase in stock price for named executive
officers. |
|
(2) |
|
Assumes 200% increase in stock price for named executive
officers. |
|
(3) |
|
Performance for the NEOs relates to share price appreciation
through March 31, 2012. |
|
(4) |
|
Mr. Ostermanns compensation is paid in Euros and
reflects the Euro/U.S. Dollar exchange rate of 1.35/1.00 at
March 31, 2010. |
The Committee believes the targets established for the named
executive officers for fiscal 2010 performance unit cash awards
are challenging and that above-target payouts for higher total
stockholder return provide appropriate incentives to named
executive officers to achieve higher results and align named
executive officer compensation with long-term stockholder return.
Although performance cash awards were not granted for fiscal
2011, the Committee determined that performance cash awards were
appropriate for fiscal 2012 in order to provide named executive
officers with the opportunity to earn the full value of their
target long-term incentive compensation while maintaining run
rate goals. Fiscal 2012 performance cash awards represent
one-third of the total target long-term equity award and are
based upon the achievement of a three-year cumulative
Consolidated Operating Income target aligned with the
Companys three-year strategic plan. The target was set at
a level that will require significant improvement in the
Companys financial performance over the three-year period
in order to receive the full value of the awards. Payment of the
performance unit cash award will only be made after conclusion
of the performance period as follows: (1) 50% of the
performance cash award upon achievement of 80% of the target,
(2) 100% of the performance unit award upon achievement of
100% of the target and (3) up to 150% of the performance
cash award upon achievement of 120% of the target.
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Threshold(1)
|
|
|
Target(2)
|
|
|
Maximum(3)
|
|
|
James R. Bolch
|
|
$
|
425,000
|
|
|
$
|
850,000
|
|
|
$
|
1,275,000
|
|
Phillip A. Damaska
|
|
$
|
96,500
|
|
|
$
|
193,000
|
|
|
$
|
289,500
|
|
Michael Ostermann(4)
|
|
$
|
91,500
|
|
|
$
|
183,000
|
|
|
$
|
274,500
|
|
Edward R. Tetreault
|
|
$
|
58,500
|
|
|
$
|
117,000
|
|
|
$
|
175,500
|
|
Barbara A. Hatcher
|
|
$
|
75,000
|
|
|
$
|
150,000
|
|
|
$
|
225,000
|
|
|
|
|
(1) |
|
Assumes achievement of 80% of target. |
|
(2) |
|
Assumes achievement of 100% of target. |
|
(3) |
|
Assumes achievement of 120% of target. |
|
(4) |
|
Mr. Ostermanns compensation is paid in Euros and
reflects the Euro/U.S. Dollar exchange rate of 1.42/1.00 at
March 31, 2011. |
27
The Committee believes the targets established for the named
executive officers for fiscal 2012 performance cash awards are
challenging and that above-target payouts for cumulative
operating income that exceeds the plan target provide
appropriate incentives to named executive officers to achieve
higher results and better align named executive officer
compensation with long-term shareholder return.
Performance
Share Awards
On March 25, 2010, the Board approved fiscal 2011
performance share awards representing two-thirds of each named
executive officers long-term equity incentive compensation
value. Each performance share award is based on two metrics:
total stockholder return relative to the Russell
2000®
index, comprising two-thirds of the performance share award, and
cumulative consolidated earnings before interest and taxes
(EBIT), comprising one-third of the performance
share award. The initial price for determining total stockholder
return is $6.02, representing the average opening price of the
Companys common stock for the twenty days beginning on
April 1, 2010. The final price will be based on the average
closing price for the twenty trading days prior to, and
including, March 29, 2013. Named executive officers will
receive 16.67% of their target performance share awards if the
Company performs at the 25th percentile relative to the Russell
2000®
component companies. Each named executive officer will receive
66.67% of his or her total target performance share award if the
Company meets or exceeds the 75th percentile of performance of
the Russell
2000®
component companies. For each five percent improvement in the
Companys performance relative to the Russell
2000®
component companies between the 25th percentile and 75th
percentile, named executive officers will receive approximately
an additional 5% of their target performance share award. No
awards above target will be provided to named executive officers
for performance above the 75th percentile and no award will be
provided to named executive officers if the Companys
performance over the three year period ending March 29,
2013 is below the 25th percentile relative to the Russell 2000
component companies.
The Board established a three-year cumulative consolidated EBIT
performance target based on the fiscal 2011 operating plan as a
base year and assumptions for improvements in the fiscal 2012
and 2013 operating plans. The Committee believes that these
targets require a significant achievement of cumulative EBIT to
reach the target award level. Named executive officers will
receive 16.67% of their target performance share awards if the
Company achieves 80% of the target cumulative EBIT target and
will receive 33.33% of their total target performance share
award if the Company meets 100% of its target cumulative EBIT
goal. No awards above target will be provided to named executive
officers for performance above target cumulative EBIT.
Performance between 80% and 100% of the target cumulative EBIT
goal will result in a proportional payment.
The Company must also meet a three-year cumulative consolidated
corporate EBIT threshold before any shares can be earned under
the fiscal 2011 performance share awards.
On March 29, 2011, the Committee approved for named
executive officers other than the CEO, and the Board approved
for the CEO, fiscal 2012 performance share awards representing
one-third of each named executive officers target
long-term equity compensation. The performance awards will be
based on total stockholder return relative to the Russell
2000®
index. Each named executive officers will receive 25% of their
total target performance share award if the Company meets or
exceeds the 25th percentile of performance of the Russell
2000®
component companies, 100% of their target if the Company meets
or exceeds the 50th percentile and 150% of their target if the
Company meets or exceeds the 75th percentile. The performance
period for these awards will be measured from April 1, 2011
through March 31, 2014. The Committee believes above-target
payouts are appropriate for total stockholder return above the
50th percentile for the three-year period, which aligns named
executive officer compensation with long-term shareholder return.
28
Other
Awards
The Committee may, from time to time, approve lump sum payments
to new employees or to existing employees, including the named
executive officers, upon assumption of additional
responsibilities. In fiscal 2011, Mr. Bolch received a cash
inducement of $4,213,200 for joining the Company, of which
$1,500,000 was paid on July 26, 2010, $1,000,000 was paid
on July 26, 2011 and $1,713,200 is scheduled to be paid on
December 31, 2012, subject to Mr. Bolchs
continued employment through such date. The Committee also
approved a $950,000 cash inducement payment to
Mr. Tetreault upon his November 2010 appointment as the
Executive Vice President Human Resources. An initial
$600,000 payment was made on November 15, 2010,
Mr. Tetreaults first day of employment, a second
payment of $200,000 will be paid on November 15, 2011, the
first anniversary of his employment date and a third payment of
$150,000 will be paid on November 15, 2012, the second
anniversary of his employment, subject to
Mr. Tetreaults continuous employment with the
Company. Mr. Bolch and Mr. Tetreault are required to
reimburse the Company for the payments on a pro-rata basis if
they leave the Company voluntarily or are terminated for cause.
The Committee believes inducement payments to Messrs. Bolch
and Tetreault were necessary to attract these highly qualified
candidates.
Personal
Benefits and Perquisites
The Company generally provides the same benefits to named
executive officers as are provided to other employees, including
health and welfare benefits. Personal benefits and perquisites
are not an important part of our compensation program for our
named executive officers. However, medical evacuation insurance
is provided for the Companys named executive officers, as
well as to certain other senior level employees with significant
international travel. This benefit is extended to the spouse of
a named executive officer if the executive is on a long-term
assignment living outside his or her home country. Additionally,
named executive officers receive a monthly automobile allowance
between $950 and $1,000.
401(k)
Plan
The Company maintains an employee funded 401(k) plan under which
the Company matches up to 50% of the employees
contributions to the 401(k) plan up to the first 6% of such
employees base salary, subject to the maximum contribution
levels established by the IRS. The Companys matching
contributions vest ratably over five-years. Effective
January 1, 2008, the Company amended its 401(k) plan to
create a safe harbor plan for all salaried U.S. workers, as
well as hourly workers not subject to collective bargaining
agreements, to provide for Company contributions equal to 3% of
the employees annual base salary, regardless of whether
the employee contributes to the 401(k) plan. As a result of the
limited participation of those employees eligible to participate
in the 401(k) plan, the safe harbor plan was adopted so that
individuals defined as highly compensated employees
under applicable IRS and the United States Department of Labor
standards, could make the maximum individual contributions to
their 401(k) accounts. The Company contributions to the safe
harbor plan, which are made at the time of each bi-weekly pay
period and are allocated pursuant to the employees
existing investment elections, are 100% vested at the time of
the contribution.
Other
Compensation Related Agreements
Cash
Balance and Pension Plans
The Company also maintains a Cash Balance Plan, under which the
Company contributed to the Plan 5% of each
U.S. employees annual base salary. Contributions to
an employees Cash Balance Plan vest equally over five
years. Based on changes to ERISA regulations, effective
January 1, 2008, the Company reduced the vesting period for
the Companys match to three years with 20% vested after
the first year, 40% vested after two years and 100% vested after
three years. The Companys contributions to the Cash
Balance Plan were frozen as of May 15, 2006. The Committee
will continue to evaluate the Cash Balance Plan based on future
competitive market conditions for employee compensation.
29
GNB Industrial, which the Company acquired in 2000, operated a
pension plan. Ms. Hatcher participated in the plan while a
GNB employee. This plan is managed by the Company but additional
contributions to the plan were frozen as of December 31,
2000.
Employment
Agreements and Severance Arrangements
The Committee recommends to the Board any retention and
severance agreement for the Companys CEO and approves such
agreements for other named executive officers. The Company
currently has formal employment agreements only with
Mr. Bolch and Mr. Ostermann. The Company also had an
employment agreement with Mr. Ulsh during his employment
with the Company. These employment agreements establish certain
compensation terms as well as the terms of any severance
arrangements. The Committee has not authorized employment
agreements with any other named executive officers, but may
authorize severance agreements with other executives upon their
departure from the Company. While the Company seeks to obtain
non-competition and non-solicitation agreements when negotiating
these severance agreements, such matters are left to the
discretion of management in negotiating the individual terms of
a separation agreement.
Gordon
A. Ulsh Employment Agreement
The terms of Mr. Ulshs employment were governed by
his employment agreement (as amended or restated from time to
time, the Ulsh Agreement). On May 31, 2010,
Mr. Ulsh agreed to continue to serve as CEO for a period
not to extend beyond July 31, 2010. Mr. Ulshs
employment with us terminated on July 26, 2010, and he also
resigned from the Board effective July 26, 2010.
On July 21, 2010, the Company and Mr. Ulsh entered
into a side letter (Side Letter) to the Ulsh
Agreement to address certain potential adverse tax consequences
resulting from Mr. Ulshs agreement to extend his
employment to July 26, 2010. Under the Side Letter, certain
shares underlying awards held by Mr. Ulsh were delivered
six months after the conclusion of his employment with the
Company. In light of Mr. Ulshs agreement to extend
his service as Chief Executive Officer through July 26,
2010 rather than the previously expected June 30, 2010, the
certificated shares were delivered on January 26, 2011
instead of December 31, 2010. The Side Letter also provided
tax gross-up
payments to Mr. Ulsh if then existing marginal tax rates
increased in 2011. Due to congressional action extending the
existing marginal tax rates, no
gross-up
payment was required.
James
R. Bolch Employment Agreement
Mr. Bolch serves as our President and Chief Executive
Officer pursuant to an employment agreement dated June, 10,
2010. The agreement provides for Mr. Bolchs
employment for a two-year period which commenced on
July 26, 2010 (the Bolch Commencement Date). At
the end of the two-year period and each anniversary thereafter,
the agreement provides that the term will be automatically
extended for one additional year unless either party provides
ninety day advance written notice of non-renewal.
Mr. Bolchs employment agreement provides for base
salary of $850,000 for the first year and $900,000 for the
second year. Mr. Bolch will receive target annual
short-term incentive compensation of 125% of base salary and an
annual long-term incentive grant of 300% of base salary.
Mr. Bolchs employment agreement includes a cash
inducement of $4,213,200 for joining the Company, $1,500,000 was
paid on the Bolch Commencement Date, $1,000,000 was paid on
July 26, 2011 and $1,713,200 is scheduled to be paid on
December 31, 2012, subject to Mr. Bolchs
continued employment through such date (collectively, the
Inducement Bonus). Mr. Bolch will be required
to re-pay a pro-rata portion of any of the Inducement Bonus
already received if he does not remain employed past
July 26, 2012.
On the Bolch Commencement Date, Mr. Bolch was also granted
an inducement equity award of 750,000 shares of restricted
stock, which vest on the third anniversary of the Bolch
Commencement Date. Mr. Bolch also received a fiscal 2011
award that included 84,915 shares of restricted stock under
the Companys 2009 Plan that vest ratably over three years
and 170,085 performance shares under the 2009 Plan.
30
Mr. Bolchs employment agreement also provides
compensation upon various termination events in exchange for a
general release of claims. Upon resignation for good reason or
termination by the Company without cause, Mr. Bolch will
receive a lump sum cash payment equal to 225% of base salary for
the remaining portion of his term of employment (but not less
than twelve months of base salary), a pro-rata share of the
annual bonus that would have been paid had he remained employed
through the end of the fiscal year in which such termination
occurs, any unpaid portion of the Inducement Bonus, immediate
vesting of the inducement equity award, any earned, but unpaid
vacation pay, reimbursement of reasonable business expenses
incurred up to the date of termination, and premiums above those
paid by active employees under the Companys medical,
vision and dental plans until the earlier of 18 months
following termination or the time at which Mr. Bolch
becomes eligible for such benefits from another employer.
In the event Mr. Bolchs employment is terminated for
cause or he resigns without good reason, Mr. Bolchs
severance is limited to earned but unpaid salary and unused
vacation, earned but unpaid short-term cash incentive award from
the fiscal year prior to the fiscal year in which termination
occurs and unreimbursed reasonable business expenses. If
Mr. Bolchs termination is the result of permanent
disability or death, he or his estate receives all of the
foregoing payments, as well as any unpaid portion of the
Inducement Bonus or unvested inducement equity award.
Mr. Bolchs agreement also includes a confidentiality
agreement, as well as provisions governing non-compete and
non-solicitation of employees, clients and customers for two
years following the date of termination.
Pursuant to Mr. Bolchs employment agreement,
good reason is defined as: (1) a material
adverse change in the executives title, role, or
responsibilities, (2) a reduction in base salary,
(3) a requirement that the executive report to anyone other
than the Board, or (4) relocation of Mr. Bolchs
place of employment more than fifty (50) miles from the
Companys executive offices in Milton, Georgia.
Michael
Ostermann Employment Agreement
Mr. Ostermann entered into an employment agreement (the
Ostermann Agreement), with Exide Technologies GmbH
on January 1, 2009, when he commenced employment as the
Companys President Transportation Europe. The
Ostermann agreement sets forth Mr. Ostermanns initial
base salary of 290,000, which is subject to adjustment
annually. Mr. Ostermanns base salary for fiscal 2010
increased to 365,000 effective March 1, 2010 upon his
promotion to President of Europe which included Transportation
and Industrial Divisions. The Ostermann Agreement includes terms
related to the provision of sick pay, a company car, accident
and death insurance policies, and annual pension plan payments.
The Company also agreed to permit Mr. Ostermann to
participate in the Companys long term incentive plan and
other incentive plans. The Ostermann Agreement is terminable
(1) upon six months advance written notice from Exide
Technologies GmbH, (2) upon the resolution of Exide
Technologies GmbHs shareholders, (3) upon the
attainment of age 65 by Mr. Ostermann, (4) upon
Mr. Ostermanns resignation, or (5) immediately,
for cause or behavior-related grounds if Mr. Ostermann is
subject to the provisions of the German Termination Protection
Act. Upon termination of Mr. Ostermanns employment by
the Company without cause, Mr. Ostermann is entitled to the
payment of one full year base salary. The Ostermann Agreement
includes confidentiality, non-competition and non-solicitation
provisions.
Other
Severance Arrangement
The Companys other named executive officers are generally
provided severance in an amount equal to twelve months salary
paid over a twelve-month period following the date of
termination of employment for any reason other than a for
cause termination. On December 17, 2010, the Company
and Mr. Bregman entered into, a Release, Settlement and
Income Protection Agreement (the Income Protection
Agreement). Pursuant to the terms of the Income Protection
Agreement, Mr. Bregman will receive seventy-eight weeks
continuation of salary, welfare and health benefits,
acceleration of unvested restricted stock, restricted stock
units and stock options, $25,000 for reimbursement of
outplacement services, and $16,400 for reimbursement of tax and
financial planning services. Mr. Bregman will also be
eligible to receive his earned fiscal 2011
31
award under the 2010 AIP, including payment of one-half of his
target fiscal 2011 award under the 2010 AIP on April 15,
2011, subject to a clawback should the actual earned fiscal 2011
award under the 2010 AIP be less than such payment. In return,
Mr. Bregman agreed to a period of seventy-eight
(78) weeks in which he will be subject to non-compete and
non-solicitation requirements and agreed to provide a release of
any claims against the Company.
Incentive
Plans
The Companys named executive officers, as well as all
other employees who receive grants of options and restricted
stock under the Companys Incentive Plans, are provided
with protections in the event of a change in control of the
Company, as defined in the Incentive Plans. Pursuant to the
various award agreements provided to employees, all unvested
options and restricted shares will fully vest if, in connection
with or within twelve months following the consummation of a
change in control, an employee is involuntarily terminated by
the successor company or business. Additionally, regardless of
whether a named executive officer is terminated upon a change in
control, any performance cash award will be paid at the
achievement level at the time of the change in control prorated
by the portion of the performance period in which the named
executive officer worked.
Stock
Ownership Guidelines
In October 2007, the Committee recommended and the Board
approved stock ownership guidelines (Ownership
Guidelines). The Ownership Guidelines were adopted, in
part, to align named executive officers with stockholders, by
requiring named executive officers, certain other selected
members of senior management and non-employee directors to
maintain a significant holding of the Companys common
stock. Pursuant to the Ownership Guidelines, the CEO, other
named executive officers, other selected members of senior
management and non-employee Board members, are required to
achieve and maintain certain levels of beneficial ownership in
the Companys common stock based on a multiple of their
annual base salary. The Committee consulted with its independent
compensation consultant in an effort to design Ownership
Guidelines consistent with those of the Companys peer
group. Non-employee directors are also required to maintain
stock ownership at levels based on their annual cash retainer.
The Ownership Guidelines are as follows:
|
|
|
Chief
Executive Officer
|
|
5 Times Annual Base Salary
|
Executive
Vice Presidents
Division Presidents
Section 16 Officers
|
|
3 Times Annual Base Salary
|
Other
Members of Senior Management
|
|
1.5 Times Annual Base Salary
|
Non-Employee
Board Members
|
|
5 Times Annual Cash Retainer
|
The Board set December 31, 2012 as the initial deadline for
achieving the required stock ownership levels, and five years
from the date of any individuals appointment, retention or
promotion into one of the aforementioned positions. On
May 26, 2011, upon recommendation of the Compensation
Committee, the Board increased Board member retention to five
times annual retainer.
Tax and
Accounting Considerations
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for
compensation over $1,000,000 paid for any fiscal year to the
corporations chief executive officer and the three other
most highly compensated executive officers (other than the chief
financial officer) as of the end of any fiscal year. However,
the statute exempts qualifying performance-based compensation
from the deduction limit if certain requirements are met.
The Committee generally designs components of executive
compensation to ensure full deductibility. The Committee
believes, however, that stockholder interests are best served by
not restricting the Committees discretion and flexibility
in crafting compensation programs, even though such programs may
result in certain non-deductible compensation expenses.
Accordingly, the Committee has, from time to time, approved
elements
32
of compensation for certain officers that are not fully
deductible, and may do so in the future in appropriate
circumstances.
Beginning on April 1, 2006, the Company began accounting
for stock-based compensation, including awards made under the
2004 Plan, in accordance with Statement of Financial Accounting
Standards No. 123R Share Based Payment
(FAS 123R). In making compensation decisions,
the Committee considers the impact of different forms of
compensation from an accounting standpoint.
Clawbacks
Under the Sarbanes-Oxley Act, in the event of misconduct that
results in a financial restatement that would reduce a
previously paid incentive amount, we can recoup those improper
payments from our CEO and CFO. In addition, the Company expects
to implement a clawback policy in accordance with the
requirements of the Dodd-Frank Act and the related SEC
regulations that may be issued. The Board elected to wait until
the SEC issues guidance about the proper form of a clawback
policy in order to ensure that the Company implements a policy
that is fully compliant with the SECs promulgated
regulations.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the above
Compensation Discussion and Analysis with the Companys
management. Based on the review and discussions, the
Compensation Committee recommended to the Companys Board
that the Compensation Discussion and Analysis be included in the
proxy statement.
Members of the Compensation
Committee1
Carroll R. Wetzel, Jr. (Chair)
Michael R. DAppolonia
Dominic J. Pileggi
John P. Reilly
1 Mr. Lash
served on the Compensation Committee until his resignation from
the Board effective May 27, 2010 and Mr. Ferguson
served on the Committee from May 27, 2010 through
September 15, 2010.
33
FISCAL
2011 SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
Fiscal
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)(3)
|
|
($)(4)
|
|
($)(5)
|
|
($)(6)
|
|
($)(7)
|
|
($)(8)
|
|
($)(9)
|
|
($)
|
|
James R. Bolch,
|
|
|
2011
|
|
|
$
|
583,013
|
|
|
$
|
1,500,000
|
|
|
$
|
7,816,638
|
|
|
|
|
|
|
$
|
1,619,356
|
|
|
|
|
|
|
$
|
108,055
|
|
|
$
|
11,627,062
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillip A. Damaska,
|
|
|
2011
|
|
|
$
|
391,667
|
|
|
|
|
|
|
$
|
386,282
|
|
|
|
|
|
|
$
|
304,820
|
|
|
$
|
94
|
|
|
$
|
27,200
|
|
|
$
|
1,110,063
|
|
Executive Vice President and
|
|
|
2010
|
|
|
$
|
332,500
|
|
|
|
|
|
|
$
|
222,988
|
|
|
$
|
97,449
|
|
|
$
|
99,104
|
|
|
$
|
3,734
|
|
|
$
|
23,300
|
|
|
$
|
779,074
|
|
Chief Financial Officer
|
|
|
2009
|
|
|
$
|
350,000
|
|
|
|
|
|
|
$
|
109,369
|
|
|
$
|
304,020
|
|
|
$
|
196,772
|
|
|
$
|
(793
|
)
|
|
$
|
26,085
|
|
|
$
|
985,453
|
|
Barbara A. Hatcher,
|
|
|
2011
|
|
|
$
|
352,500
|
|
|
|
|
|
|
$
|
299,962
|
|
|
|
|
|
|
$
|
274,388
|
|
|
$
|
6,416
|
|
|
$
|
27,090
|
|
|
$
|
960,306
|
|
Executive Vice President General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward R. Tetreault,
|
|
|
2011
|
|
|
$
|
132,597
|
|
|
$
|
600,000
|
|
|
$
|
977,064
|
|
|
|
|
|
|
$
|
99,653
|
|
|
|
|
|
|
$
|
36,985
|
|
|
$
|
1,846,298
|
|
Executive Vice President Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Ostermann,
|
|
|
2011
|
|
|
$
|
400,532
|
|
|
|
|
|
|
$
|
364,702
|
|
|
|
|
|
|
$
|
431,261
|
|
|
|
|
|
|
$
|
240,297
|
|
|
$
|
1,436,792
|
|
President Exide Europe(1)
|
|
|
2010
|
|
|
$
|
267,937
|
|
|
|
|
|
|
$
|
241,696
|
|
|
$
|
107,111
|
|
|
$
|
402,331
|
|
|
|
|
|
|
$
|
203,949
|
|
|
$
|
1,223,023
|
|
Gordon A. Ulsh,
|
|
|
2011
|
|
|
$
|
419,279
|
|
|
$
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,342
|
|
|
$
|
13,285
|
|
|
$
|
733,906
|
|
Former Chief Executive
|
|
|
2010
|
|
|
$
|
902,500
|
|
|
|
|
|
|
$
|
949,998
|
|
|
$
|
705,352
|
|
|
$
|
1,512,821
|
|
|
$
|
2,093
|
|
|
$
|
26,197
|
|
|
$
|
4,098,961
|
|
Officer(2)
|
|
|
2009
|
|
|
$
|
950,000
|
|
|
|
|
|
|
$
|
950,000
|
|
|
$
|
880,202
|
|
|
$
|
1,464,807
|
|
|
$
|
795
|
|
|
$
|
38,944
|
|
|
$
|
4,284,748
|
|
|
|
|
(1) |
|
Mr. Ostermanns compensation is paid in Euros and
reflects the Euro/U.S. Dollar exchange rate of
1.42/1.00 as
of March 31, 2011 and 1.35/1.00 at March 31, 2010. |
|
(2) |
|
Mr. Ulsh retired effective July 26, 2010. |
|
(3) |
|
Effective May 1, 2011, Mr. Damaskas salary was
increased to $410,000, Mr. Ostermanns salary was
increased to 399,510, Mr. Tetreaults salary was
increased to $358,750 and Ms. Hatchers salary was
increased to $370,800. Effective July 26, 2011,
Mr. Bolchs salary increased to $900,000 pursuant to
the terms of his Employment Agreement. See Compensation
Discussion and Analysis Elements of
Compensation Base Salary. |
|
(4) |
|
On June 1, 2010, Mr. Ulsh received a discretionary
payment of $300,000 in lieu of a fiscal 2011 award under the
2010 AIP. On July 26, 2010, Mr. Bolch received a cash
inducement payment of $1,500,000. Mr. Tetreault received a
payment of $600,000 on November 15, 2010, his first day of
employment. For a further discussion of these awards, see
Compensation Discussion and Analysis Elements
of Compensation Other Awards. |
|
(5) |
|
The amounts reported in the Stock Awards column of
the table above represent the grant date fair value of the stock
awards granted for each year in accordance with FASB
ASC 718. If the performance share awards were computed at
the highest performance levels, the following amounts would be
included in the table for each named executive officer with
respect to such performance share awards. Amounts for
performance share awards included in the Stock
Awards column above reflect the most probable outcome
award value at the date of grant in accordance with FASB
ASC 718. If the performance share awards were computed at
the highest performance levels, the following amounts would be
included in the table for each named executive officer with
respect to such performance share awards. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Share
|
|
|
|
|
Awards at the Highest
|
Name
|
|
Year
|
|
Performance Level ($)
|
|
James R. Bolch
|
|
|
2011
|
|
|
$
|
1,272,141
|
|
|
|
|
2010
|
|
|
$
|
1,035,818
|
|
Phillip A. Damaska
|
|
|
2011
|
|
|
$
|
289,712
|
|
|
|
|
2010
|
|
|
$
|
190,480
|
|
Barbara A. Hatcher
|
|
|
2011
|
|
|
$
|
224,972
|
|
|
|
|
2010
|
|
|
$
|
124,913
|
|
Edward R. Tetreault
|
|
|
2011
|
|
|
$
|
174,798
|
|
Michael Ostermann
|
|
|
2011
|
|
|
$
|
273,527
|
|
|
|
|
2010
|
|
|
$
|
206,463
|
|
34
|
|
|
|
|
Assumptions used in calculation of these amounts are included in
Note 9 of the Companys financial statements in our
Annual Report on
Form 10-K
for the fiscal years ended March 31, 2011, March 31,
2010 and March 31, 2009. |
|
(6) |
|
The amounts reported in the Option Awards column
above represent the grant date fair value of the option awards
granted in each year in accordance with FASB ASC 718.
Assumptions used in calculating these amounts are included in
Note 9 of the Companys financial statements in our
Annual Report on
Form 10-K
for the fiscal years ended March 31, 2011. |
|
(7) |
|
Payments made in fiscal 2011 in this column represent awards
granted under the fiscal 2010 AIP Plan, which were paid on or
about July 6, 2011. Payments made in fiscal 2010 in this
column represent awards granted under the 2010 AIP Plan, which
were paid on June 14, 2010, and performance cash award paid
to Mr. Ulsh on June 14, 2010. Payments made in fiscal
2009 in this column represent awards granted under the fiscal
2009 EP Plan, which were paid on June 12, 2009 and
performance unit cash awards granted on September 21, 2006
and paid on June 23, 2009. For additional information see
pp. 22-28, of the CD&A herein. This column also includes
payments approved in February 2008 and paid in fiscal 2009 to
the named executive officers resulting from the decision to
increase various stock option exercise prices to address
Internal Revenue Code Section 409A. |
|
(8) |
|
The fiscal 2011, 2010 and 2009 calculation are measured at
March 31, 2011, March 31, 2010 and March 31,
2009, respectively. |
|
(9) |
|
The following table describes each component of the All
Other Compensation column in the Summary Compensation
Table for fiscal 2011. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions to
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Automobile
|
|
Tax
|
|
Retirement and
|
|
Expatriate
|
|
|
|
|
|
|
|
|
Club Dues
|
|
Relocation
|
|
Reimbursement
|
|
Reimbursements
|
|
401(k) Plans
|
|
Payments
|
|
|
|
|
Name
|
|
Fiscal Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)(a)
|
|
($)(b)
|
|
Total ($)
|
|
|
|
James R. Bolch
|
|
|
2011
|
|
|
|
|
|
|
$
|
70,833
|
|
|
$
|
8,227
|
|
|
$
|
9,870
|
|
|
$
|
19,125
|
|
|
|
|
|
|
$
|
108,055
|
|
|
|
|
|
Phillip A. Damaska
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
$
|
11,400
|
|
|
|
|
|
|
$
|
15,800
|
|
|
|
|
|
|
$
|
27,200
|
|
|
|
|
|
Barbara A. Hatcher
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
$
|
11,400
|
|
|
|
|
|
|
$
|
15,690
|
|
|
|
|
|
|
$
|
27,090
|
|
|
|
|
|
Edward R. Tetreault
|
|
|
2011
|
|
|
|
|
|
|
$
|
29,167
|
|
|
$
|
4,318
|
|
|
|
|
|
|
$
|
3,500
|
|
|
|
|
|
|
$
|
36,985
|
|
|
|
|
|
Michael Ostermann(c)
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
$
|
32,904
|
|
|
|
|
|
|
$
|
51,826
|
|
|
$
|
155,567
|
|
|
$
|
240,297
|
|
|
|
|
|
Gordon A. Ulsh
|
|
|
2011
|
|
|
$
|
2,635
|
|
|
|
|
|
|
$
|
4,000
|
|
|
|
|
|
|
$
|
6,650
|
|
|
|
|
|
|
$
|
13,285
|
|
|
|
|
|
|
|
|
(a) |
|
Mr. Ostermanns benefits in this column include
$35,500 contributions to a social insurance plan provided under
common law and a payment of $16,326 to his private pension plan
established pursuant to his employment agreement. |
|
(b) |
|
Expatriate payments made to Mr. Ostermann for his time
spent in Gennevielles, France include the following for fiscal
2011: $45,064 housing allowance for reimbursement of housing
expenses; and goods and services allowance of $110,503. |
|
(c) |
|
The payments are paid in Euros and reflect the Euro/U.S. Dollar
exchange rate of 1.42/1.00 at March 31, 2011. |
35
FISCAL
2011 GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides information regarding equity and
non-equity awards granted to the named executive officers in
fiscal 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
Estimated Future Payouts Under
|
|
Shares of
|
|
Fair
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards(1)
|
|
Equity Incentive Plan Awards(2)
|
|
Stock or
|
|
Value of Stock
|
|
|
Grant
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Units
|
|
Awards
|
Name
|
|
Date
|
|
Type
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)(3)
|
|
($)(4)
|
|
James R. Bolch
|
|
|
7/26/2010
|
|
|
Performance Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,368
|
|
|
|
170,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/29/2011
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,915
|
|
|
$
|
517,132
|
|
|
|
|
|
|
|
AIP
|
|
$
|
562,500
|
|
|
$
|
1,125,000
|
|
|
$
|
2,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Cash
|
|
$
|
425,000
|
|
|
$
|
850,000
|
|
|
$
|
1,275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,650
|
|
|
|
78,600
|
|
|
|
117,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,600
|
|
|
$
|
872,460
|
|
Phillip A. Damaska
|
|
|
3/29/2011
|
|
|
AIP
|
|
$
|
102,500
|
|
|
$
|
205,000
|
|
|
$
|
410,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Cash
|
|
$
|
96,500
|
|
|
$
|
193,000
|
|
|
$
|
289,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,475
|
|
|
|
17,900
|
|
|
|
26,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,900
|
|
|
$
|
198,690
|
|
Barbara A. Hatcher
|
|
|
3/29/2011
|
|
|
AIP
|
|
$
|
92,700
|
|
|
$
|
185,400
|
|
|
$
|
370,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Cash
|
|
$
|
75,000
|
|
|
$
|
150,000
|
|
|
$
|
225,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,475
|
|
|
|
13,900
|
|
|
|
20,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,900
|
|
|
$
|
154,290
|
|
Edward R. Tetreault
|
|
|
11/15/2010
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
$
|
744,000
|
|
|
|
|
3/29/2011
|
|
|
AIP
|
|
$
|
89,688
|
|
|
$
|
179,375
|
|
|
$
|
358,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Cash
|
|
$
|
58,500
|
|
|
$
|
117,000
|
|
|
$
|
175,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,700
|
|
|
|
10,800
|
|
|
|
16,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,800
|
|
|
$
|
119,880
|
|
Michael Ostermann
|
|
|
3/29/2011
|
|
|
AIP
|
|
$
|
141,826
|
|
|
$
|
283,652
|
|
|
$
|
567,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Cash
|
|
$
|
91,500
|
|
|
$
|
183,000
|
|
|
$
|
274,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,225
|
|
|
|
16,900
|
|
|
|
25,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,900
|
|
|
$
|
187,590
|
|
|
|
|
(1) |
|
The amounts shown illustrate fiscal 2012 award opportunities
under the 2010 AIP and the performance unit cash awards issued
in fiscal 2011. For additional information regarding the 2010
AIP and the performance unit cash awards, refer to pages
22-28 of the
CD&A herein. |
|
(2) |
|
The amounts shown represent the number of performance share
awards, which, to the extent earned, will vest and be
distributed in shares of our common stock. For additional
information regarding the performance share awards, refer to
page 28 of the CD&A herein. |
|
(3) |
|
This column shows the number of restricted shares units granted
to the named executive officers and, with respect to
Mr. Ostermann, the number of RSUs granted in fiscal 2011. |
|
(4) |
|
The amounts in this column reflect the grant date fair value
computed in accordance with ASC 718 for fiscal 2011
financial statement reporting purposes related to stock awards.
Grant date fair value of performance-based stock awards is
evaluated using a Black-Scholes Valuation Model
(BSVM), a common fair value model, based on the most
probable outcome award payout level. For additional information,
refer to Note 9 of our financial statements in our Annual
Report on
Form 10-K
for the fiscal year ended March 31, 2011. |
36
FISCAL
2011 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
TABLE
This table provides information on the current holding of stock
options, restricted stock and restricted stock units for the
named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
|
Units of
|
|
Units of
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
|
Stock That
|
|
Stock That
|
|
|
Option
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
Stock
|
|
Have Not
|
|
Have Not
|
|
|
Grant
|
|
(#)(1)
|
|
(#)(2)
|
|
Price
|
|
Expiration
|
|
Grant
|
|
Vested
|
|
Vested
|
Name
|
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
($)(1)
|
|
Date
|
|
Date(2)
|
|
(#)(3)
|
|
($)(4)
|
|
James R. Bolch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/26/2010
|
|
|
|
750,000
|
|
|
$
|
8,337,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,915
|
|
|
$
|
948,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/29/2011
|
|
|
|
78,600
|
|
|
$
|
877,962
|
|
Phillip A. Damaska
|
|
|
1/31/2005
|
|
|
|
12,000
|
|
|
|
0
|
|
|
$
|
13.41
|
|
|
|
08/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/29/2005
|
|
|
|
16,000
|
|
|
|
0
|
|
|
$
|
4.46
|
|
|
|
11/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/21/2006
|
|
|
|
34,900
|
|
|
|
0
|
|
|
$
|
3.66
|
|
|
|
09/21/16
|
|
|
|
09/21/2006
|
|
|
|
2,880
|
|
|
$
|
32,170
|
|
|
|
|
3/22/2007
|
|
|
|
16,795
|
|
|
|
0
|
|
|
$
|
8.84
|
|
|
|
03/22/17
|
|
|
|
03/22/2007
|
|
|
|
2,778
|
|
|
$
|
31,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/29/2007
|
|
|
|
1,400
|
|
|
$
|
15,638
|
|
|
|
|
5/15/2008
|
|
|
|
20,852
|
|
|
|
10,458
|
|
|
$
|
14.87
|
|
|
|
05/15/18
|
|
|
|
05/15/2008
|
|
|
|
4,413
|
|
|
$
|
49,293
|
|
|
|
|
5/04/2009
|
|
|
|
7,309
|
|
|
|
14,639
|
|
|
$
|
6.29
|
|
|
|
05/04/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/25/2010
|
|
|
|
11,278
|
|
|
$
|
125,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/29/2011
|
|
|
|
17,900
|
|
|
$
|
199,943
|
|
Barbara A. Hatcher
|
|
|
10/13/2004
|
|
|
|
10,500
|
|
|
|
0
|
|
|
$
|
15.82
|
|
|
|
10/13/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/29/2005
|
|
|
|
9,954
|
|
|
|
0
|
|
|
$
|
4.46
|
|
|
|
11/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/21/2006
|
|
|
|
56,100
|
|
|
|
0
|
|
|
$
|
3.66
|
|
|
|
09/21/16
|
|
|
|
09/21/2006
|
|
|
|
4,640
|
|
|
$
|
51,829
|
|
|
|
|
03/22/2007
|
|
|
|
26,991
|
|
|
|
0
|
|
|
$
|
8.84
|
|
|
|
03/22/17
|
|
|
|
03/22/2007
|
|
|
|
4,466
|
|
|
$
|
49,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/29/2007
|
|
|
|
1,400
|
|
|
$
|
15,638
|
|
|
|
|
5/15/2008
|
|
|
|
16,086
|
|
|
|
8,067
|
|
|
$
|
14.87
|
|
|
|
05/15/18
|
|
|
|
05/15/2008
|
|
|
|
3,404
|
|
|
$
|
38,027
|
|
|
|
|
5/04/2009
|
|
|
|
6,578
|
|
|
|
13,175
|
|
|
$
|
6.29
|
|
|
|
05/04/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/25/2010
|
|
|
|
8,750
|
|
|
$
|
97,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/29/2011
|
|
|
|
13,900
|
|
|
$
|
155,263
|
|
Edward R. Tetreault
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/15/2010
|
|
|
|
100,000
|
|
|
$
|
1,117,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/29/2011
|
|
|
|
10,800
|
|
|
$
|
120,636
|
|
Michael Ostermann
|
|
|
5/04/2009
|
|
|
|
8,033
|
|
|
|
16,091
|
|
|
$
|
6.29
|
|
|
|
05/04/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/25/2010
|
|
|
|
12,224
|
|
|
$
|
136,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/29/2011
|
|
|
|
16,900
|
|
|
$
|
188,733
|
|
Gordon A. Ulsh(5)
|
|
|
4/02/2005
|
|
|
|
230,000
|
|
|
|
0
|
|
|
$
|
13.22
|
|
|
|
08/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/29/2005
|
|
|
|
198,925
|
|
|
|
0
|
|
|
$
|
4.46
|
|
|
|
11/28/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/21/2006
|
|
|
|
332,200
|
|
|
|
0
|
|
|
$
|
3.66
|
|
|
|
09/21/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/22/2007
|
|
|
|
191,939
|
|
|
|
0
|
|
|
$
|
8.84
|
|
|
|
03/22/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/15/2008
|
|
|
|
90,649
|
|
|
|
0
|
|
|
$
|
14.87
|
|
|
|
05/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/04/2009
|
|
|
|
158,863
|
|
|
|
0
|
|
|
$
|
6.29
|
|
|
|
05/04/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The 2004 Plan was amended effective August 22, 2007 to
provide that the exercise price would be equal to the closing
price of the Companys common stock on the grant date or
the average closing price of our common stock for the ten days
preceding the grant date, whichever is higher. On
February 18, 2008, the executive officers and directors
executed amendments to the option awards approved by the Board
and granted to non-employee directors and executive officers
where the exercise price was lower than closing price of the
Companys common stock on the grant date. |
|
(2) |
|
All stock grants listed in this column represent restricted
stock, with the exception of the March 22, 2007 grant of
restricted stock units for all the named executive officers,
Mr. Ulshs May 15, 2008 and May 4, 2009
awards and Mr. Ostermanns March 25, 2010 and
March 29, 2011 awards. |
|
(3) |
|
Mr. Bolch received two grants of restricted stock in
connection with the commencement of his employment on
July 26, 2010. The grant of 750,000 shares vests on
July 26, 2013. |
|
(4) |
|
The market value of restricted stock is based on the $11.17
closing price of our stock on the NASDAQ Global Market on
March 31, 2011. |
|
(5) |
|
All of Mr. Ulshs unvested stock options and
restricted stock awards vested at June 30, 2010. All
restricted stock unit awards became non-forfeitable on
July 26, 2010, and were distributed in certificated form on
January 26, 2011. |
37
The number of options granted is based, in part, on the
theoretical value of the options. The Committee has
traditionally used the BSVM. The BSVM uses a complex calculation
designed to provide the theoretical value of an option at the
date of grant. The BSVM calculates a probability distribution of
future stock prices at a future exercise date by using an
expected return equal to the risk-free rate of return. The
return varies with the volatility of the security calculated as
of the date of grant. Probability-weighted future payouts are
then discounted back to present day dollars based on a risk-free
rate of return. The parameters used in valuations include:
|
|
|
Volatility:
|
|
The tendency of the market price of the security underlying the
option to fluctuate either up or down.
|
Risk-Free Rate:
|
|
The theoretical rate of return attributed to an investment with
zero risk.
|
Term:
|
|
The expected life of a stock option held by a Company employee
before exercise or cancellation.
|
Grant Price:
|
|
Market value of stock price on day stock option was granted.
|
FISCAL
2011 OPTION EXERCISES AND STOCK VESTED TABLE
The following table provides information for the named executive
officers, on (1) stock option exercises during fiscal 2011,
including the number of shares acquired upon exercise and the
value realized and (2) the number of shares acquired upon
the vesting of stock awards and the value realized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of Shares
|
|
Value Realized
|
|
Number of Shares
|
|
Value Realized
|
|
|
Acquired on Exercise
|
|
on Exercise
|
|
Acquired on Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)(3)
|
|
($)(4)
|
|
James R. Bolch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillip A. Damaska(1)
|
|
|
|
|
|
|
|
|
|
|
14,755
|
|
|
$
|
126,680
|
|
Barbara A. Hatcher
|
|
|
|
|
|
|
|
|
|
|
16,116
|
|
|
$
|
133,576
|
|
Edward R. Tetreault
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Ostermann
|
|
|
|
|
|
|
|
|
|
|
6,112
|
|
|
$
|
67,843
|
|
Gordon A. Ulsh(2)
|
|
|
|
|
|
|
|
|
|
|
454,724
|
|
|
$
|
4,335,464
|
|
|
|
|
(1) |
|
Mr. Damaska forfeited 3,661 of the shares listed above to
pay withholding tax obligations related to the vested shares. |
|
(2) |
|
Mr. Ulsh forfeited 32,720 of the shares listed above to pay
withholding tax obligations related to the vested shares. |
|
(3) |
|
All vested stock listed in this column represents restricted
stock and vested, non-forfeitable restricted stock units
(whether shares have been delivered or not delivered). |
|
(4) |
|
Values based on the closing price of our common stock on the
respective exercise or vesting dates. Where the vesting date
occurred on a Saturday or Sunday, value is based on the closing
price on the last market date prior to the vesting date. |
38
FISCAL
2011 PENSION BENEFITS TABLE
The table below sets forth information on the pension benefits
for the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Present
|
|
|
|
|
|
|
|
|
of Years
|
|
Value of
|
|
Actual
|
|
Payments
|
|
|
|
|
Credited
|
|
Accumulated
|
|
Cash Balance
|
|
During Last
|
|
|
|
|
Service
|
|
Benefit
|
|
Account
|
|
Fiscal Year
|
Name
|
|
Plan Name
|
|
(#)
|
|
($)(1)
|
|
($)
|
|
($)
|
|
James R. Bolch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillip A. Damaska
|
|
Cash Balance
|
|
|
6
|
|
|
$
|
17,328
|
|
|
$
|
19,590
|
|
|
|
|
|
Barbara A. Hatcher(2)
|
|
GNB
|
|
|
3.33
|
|
|
$
|
58,475
|
|
|
|
|
|
|
|
|
|
|
|
Cash Balance
|
|
|
10
|
|
|
$
|
64,128
|
|
|
$
|
72,500
|
|
|
|
|
|
Edward R. Tetreault
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Ostermann
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gordon A. Ulsh
|
|
Cash Balance
|
|
|
6
|
|
|
$
|
27,287
|
|
|
$
|
27,287
|
|
|
|
|
|
|
|
|
(1) |
|
Consistent with the Companys adoption of ASC 715,
benefits are valued based on years of service as of
March 31, 2011. |
|
(2) |
|
Ms. Hatcher participated in a pension plan with GNB
Industrial, which merged with the Company in 2000. This plan is
managed by the Company but was frozen as of December 31,
2000. |
FISCAL
2011 DIRECTOR COMPENSATION TABLE
Directors who are employees receive no additional compensation
or retirement benefits for serving on the Board or its
committees. In fiscal 2011, we provided the following annual
compensation to our non-employee directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
|
|
|
Paid in Cash
|
|
Stock Awards
|
|
Option Awards
|
|
Total
|
Name
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)
|
|
John P. Reilly, Chairman
|
|
$
|
175,000
|
|
|
$
|
80,000
|
|
|
|
|
|
|
$
|
255,000
|
|
Herbert F. Aspbury
|
|
$
|
102,000
|
|
|
$
|
80,000
|
|
|
|
|
|
|
$
|
182,000
|
|
Michael R. DAppolonia
|
|
$
|
98,000
|
|
|
$
|
80,000
|
|
|
|
|
|
|
$
|
178,000
|
|
David S. Ferguson
|
|
$
|
99,500
|
|
|
$
|
80,000
|
|
|
|
|
|
|
$
|
179,500
|
|
Joseph V. Lash
|
|
$
|
27,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27,000
|
|
John OHiggins
|
|
$
|
37,500
|
|
|
$
|
130,000
|
|
|
|
|
|
|
$
|
167,500
|
|
Dominic J. Pileggi
|
|
$
|
43,000
|
|
|
$
|
130,000
|
|
|
|
|
|
|
$
|
173,000
|
|
Michael R. Ressner
|
|
$
|
98,000
|
|
|
$
|
80,000
|
|
|
|
|
|
|
$
|
178,000
|
|
Carroll R. Wetzel, Jr.
|
|
$
|
104,000
|
|
|
$
|
80,000
|
|
|
|
|
|
|
$
|
184,000
|
|
|
|
|
(1) |
|
This column represents the amount of cash compensation earned by
the non-employee directors for meeting fees, annual retainer,
Chairman retainer and Committee Chair retainers. |
|
(2) |
|
In accordance with recent changes in the SECs disclosure
rules, the amounts reported in this column reflect the fair
value on the grant date of the restricted stock unit awards
granted to our non-employee directors during fiscal 2011. These
values have been determined under the principles used to
calculate the value of equity awards for purposes of our
financial statements. Assumptions used in the calculation of
these amounts are included in Note 9 of the Companys
financial statements in our Annual Report on
Form 10-K
for the fiscal year. |
Each non-employee director receives an annual cash retainer of
$50,000 payable prospectively in quarterly cash installments.
Additionally, the Chairman of the Board receives an annual
retainer, payable prospectively in quarterly installments. On
May 26, 2011, the Board approved an increase in the
Chairmans annual retainer to $100,000 from $90,000 to more
closely align his retainer with market rates. The Chairman
39
of the Audit Committee and Compensation Committee receive an
additional annual cash retainer of $15,000. The Chairman of each
of the Finance Committee and the Nominating and Corporate
Governance Committee receives an additional annual cash retainer
of $10,000. Each member of the Board also receives $1,500 for
each Board or committee meeting attended in person and $1,000
for each Board or committee meeting attended telephonically. On
September 16, 2009, each of the Board members offered, and
the Company accepted, a voluntary reduction in quarterly Board
retainers for the period from October 1, 2009 through
March 31, 2010. On May 27, 2010, the Board approved an
increase in this amount of the annual non-employee director
equity compensation from $70,000 to $80,000 beginning with the
equity grant following the 2010 Annual Meeting of stockholders.
The restricted stock units become non-forfeitable at the
conclusion of the directors annual service, but stock
certificates will not be issued until each directors
retirement from the Board.
On May 27, 2010, the Board also approved inducement awards
for new directors. Each new director will receive restricted
stock units valued at $50,000 that will vest ratably over two
years beginning with the first Annual Meeting following one year
of service. Such awards will accelerate if the director is
nominated but not re-elected at a stockholder meeting.
FISCAL
2011 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
TABLE
The tables and narratives below describe the potential payments
to each named executive officer upon termination. In accordance
with SEC rules, all information described in this section is
presented as if a triggering event occurred on March 31,
2011. Mr. Ulsh retired effective July 26, 2011, and
received $386,721 which represents the value of RSUs granted
prior to 2008 that accelerated and vested on his retirement date
(see Ulsh Agreement in the CD&A). Mr. Ulsh
did not receive any other additional compensation as a result of
his retirement. Therefore, his benefits upon termination are not
shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
Termination
|
|
Termination
|
|
Cause within
|
|
|
|
|
|
|
|
|
w/o Cause or by
|
|
w/ Cause or
|
|
12 months after a
|
|
|
|
|
|
|
|
|
employee for
|
|
by employee w/o
|
|
Change in
|
|
|
|
|
Name
|
|
Benefit
|
|
Good Reason
|
|
Good Reason
|
|
Control
|
|
Death
|
|
Disability
|
|
James R. Bolch
|
|
Base Salary(1)
|
|
$
|
2,662,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Inducement Award(2)
|
|
$
|
2,713,200
|
|
|
|
|
|
|
|
|
|
|
$
|
2,713,200
|
|
|
$
|
2,713,200
|
|
|
|
AIP(3)
|
|
$
|
1,619,356
|
|
|
|
|
|
|
|
|
|
|
$
|
1,619,356
|
|
|
$
|
1,619,356
|
|
|
|
Restricted Shares(4)
|
|
$
|
8,377,500
|
|
|
|
|
|
|
$
|
10,203,963
|
|
|
$
|
8,377,500
|
|
|
$
|
8,377,500
|
|
|
|
Performance Unit Share Award(5)
|
|
|
|
|
|
|
|
|
|
$
|
1,300,151
|
|
|
$
|
422,189
|
|
|
$
|
422,189
|
|
|
|
Performance Unit Cash Award(6)
|
|
|
|
|
|
|
|
|
|
$
|
850,000
|
|
|
|
|
|
|
|
|
|
|
|
COBRA(7)
|
|
$
|
16,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Values calculated based on Mr. Bolchs base salary in
effect as of March 31, 2011 and his base salary effective
July 26, 2011. In addition to the amount listed above,
Mr. Bolch would receive earned but unpaid salary and earned
but unpaid vacation through the date of termination under any
circumstance, including death or disability. |
|
(2) |
|
Mr. Bolch is entitled to receive any earned but unpaid cash
inducement bonus for the remaining portion of his employment. |
|
(3) |
|
Mr. Bolch is entitled to receive any earned but unpaid
fiscal 2011 award under the fiscal 2010 AIP. For purposes of
this table, the actual fiscal 2011 award under the 2010 AIP
payout was used. |
|
(4) |
|
Values based on the number of inducement restricted shares and
restricted shares under the 2009 Plan that would vest upon
termination multiplied by the $11.17 closing price of our common
stock on March 31, 2011. |
|
(5) |
|
Value assumes target level is reached for performance shares
pro-rated for the period ended March 31, 2011. |
|
(6) |
|
Value is based on a termination at March 31, 2011 and
target performance level for the fiscal 2012 award. |
|
(7) |
|
Based on rates in effect as of March 31, 2011 and assumes
full 18 months of COBRA eligibility. |
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause within
|
|
|
|
|
Termination
|
|
Voluntary
|
|
|
|
|
|
12 months after a
|
Name
|
|
Benefit
|
|
w/o Cause(1)
|
|
Termination(2)
|
|
Death
|
|
Disability
|
|
Change in Control
|
|
Phillip A. Damaska
|
|
Base salary(1)
|
|
$
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
400,000
|
|
|
|
Stock Options(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
71,438
|
|
|
|
Restricted Shares/RSU(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
454,052
|
|
|
|
Performance Unit Cash Award(4)
|
|
|
|
|
|
|
|
|
|
$
|
158,398
|
|
|
$
|
158,398
|
|
|
$
|
351,398
|
|
|
|
Performance Share Award(5)
|
|
|
|
|
|
|
|
|
|
$
|
125,972
|
|
|
$
|
125,972
|
|
|
$
|
325,915
|
|
Barbara A. Hatcher
|
|
Base salary(1)
|
|
$
|
360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
360,000
|
|
|
|
Stock Options(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
64,294
|
|
|
|
Restricted Share/RSU(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
408,377
|
|
|
|
Performance Unit Cash Award(4)
|
|
|
|
|
|
|
|
|
|
$
|
142,561
|
|
|
$
|
142,561
|
|
|
$
|
292,561
|
|
|
|
Performance Share Award(5)
|
|
|
|
|
|
|
|
|
|
$
|
97,738
|
|
|
$
|
97,738
|
|
|
$
|
253,001
|
|
Edward R. Tetreault
|
|
Base salary(1)
|
|
$
|
350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
350,000
|
|
|
|
Stock Options(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares/RSU(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,237,636
|
|
|
|
Performance Unit Cash Award(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
117,000
|
|
|
|
Performance Share Award(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
120,636
|
|
Michael Ostermann
|
|
Base salary(1)
|
|
$
|
549,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
549,398
|
|
|
|
Stock Options(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
78,524
|
|
|
|
Restricted Shares/RSU(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
325,315
|
|
|
|
Performance Unit Cash Award(4)
|
|
|
|
|
|
|
|
|
|
$
|
174,102
|
|
|
$
|
174,102
|
|
|
$
|
357,102
|
|
|
|
Performance Share Award(5)
|
|
|
|
|
|
|
|
|
|
$
|
136,542
|
|
|
$
|
136,542
|
|
|
$
|
325,315
|
|
|
|
|
(1) |
|
Upon termination by the Company, Messrs. Damaska, Ostermann
and Tetreault and Ms. Hatcher would receive one year of
severance, regardless of whether they obtain employment
elsewhere during such year. Assumes there would be no change in
severance policy after a change in control.
Mr. Ostermanns compensation is paid in Euros and
reflects the Euro/U.S. Dollar exchange rate of 1.42/1.00 at
March 31, 2011. |
|
(2) |
|
Values shown were determined by multiplying the number of
in the money options that would vest upon
termination by the difference between the exercise price and the
closing price of our stock on March 31, 2011. Excludes
valuation of shares otherwise exerciseable at March 31,
2011. |
|
(3) |
|
Values based on the number of shares not vested at
March 31, 2011 multiplied by the closing price of our
common stock on March 31, 2011. Excludes valuation of
shares otherwise vested or non-forfeitable at March 31,
2011. |
|
(4) |
|
Prorated fiscal 2010 award value is based on the March 31,
2011 closing price of our stock. The fiscal 2012 award assumes
target performance levels are met. |
|
(5) |
|
Value assumes that target level reached for outstanding
performance share awards multiplied by the $11.17 closing price
of our common stock on March 31, 2011. |
41
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of the
Companys common stock beneficially owned as of
July 19, 2011, unless otherwise noted, of the following:
|
|
|
|
|
each person whom we know beneficially owns more than five
percent of our common stock;
|
|
|
|
each of our directors and nominees for the Board;
|
|
|
|
each of our named executive officers; and
|
|
|
|
all of our directors and executive officers as a group.
|
Unless otherwise noted below, the address of each beneficial
owner is
c/o Exide
Technologies, 13000 Deerfield Parkway, Building 200,
Milton, GA 30004.
Except as indicated by the footnotes below, we believe, based on
information furnished to our Company, that the persons and
entities named in the table below have sole voting and
investment power with respect to all shares of common stock that
they beneficially own, subject to applicable community property
laws.
Applicable percentage ownership is based on
77,914,686 shares of common stock outstanding at
June 30, 2011. In computing the number of shares of common
stock beneficially owned by a person and the percentage
ownership of that person, in accordance with the rules of the
SEC we included outstanding shares of common stock subject to
options, warrants or restricted stock units held by that person
that are currently exercisable or exercisable within
60 days of July 19, 2011. We did not deem these shares
outstanding, however, for purposes of computing the percentage
ownership of any other person.
The information provided in the table below is based on our
records, information filed with the SEC and information provided
to us, except where otherwise noted.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Percent
|
Name of Beneficial Owner
|
|
Beneficially Owned
|
|
of Class
|
|
5% Stockholders
|
|
|
|
|
|
|
|
|
Jeffrey L. Gendell(1)
|
|
|
9,489,476
|
|
|
|
12.18
|
|
C/o Tontine Capital Management, L.L.C.
55 Railroad Avenue, 1st Floor
Greenwich, CT 06830
|
|
|
|
|
|
|
|
|
FMR LLC(2)
|
|
|
9,291,956
|
|
|
|
11.92
|
|
82 Devonshire Street
Boston, MA 02109
|
|
|
|
|
|
|
|
|
WS Capital Management LP(3)
|
|
|
4,800,000
|
|
|
|
6.16
|
|
300 Crescent Court, Suite 1111
Dallas, TX 75201
|
|
|
|
|
|
|
|
|
Directors and Executive Officers(4)
|
|
|
|
|
|
|
|
|
Herbert F. Aspbury
|
|
|
61,497
|
|
|
|
|
*
|
James R. Bolch
|
|
|
913,515
|
|
|
|
1.17
|
|
Michael R. DAppolonia
|
|
|
81,330
|
|
|
|
|
*
|
David S. Ferguson
|
|
|
76,650
|
|
|
|
|
*
|
John OHiggins
|
|
|
21,341
|
|
|
|
|
*
|
Dominic J. Pileggi
|
|
|
21,341
|
|
|
|
|
*
|
John P. Reilly
|
|
|
87,331
|
|
|
|
|
*
|
Michael P. Ressner
|
|
|
75,567
|
|
|
|
|
*
|
Carroll R. Wetzel
|
|
|
96,553
|
|
|
|
|
*
|
Phillip A. Damaska(6)
|
|
|
240,954
|
|
|
|
|
*
|
Barbara A. Hatcher
|
|
|
227,274
|
|
|
|
|
*
|
Edward R. Tetreault
|
|
|
110,800
|
|
|
|
|
*
|
Michael Ostermann
|
|
|
51,318
|
|
|
|
|
*
|
All Directors and executive officers as a group (15 persons)
|
|
|
2,214,504
|
|
|
|
2.84
|
|
42
|
|
|
* |
|
Represents less than 1% of the outstanding common stock. |
|
(1) |
|
The information reflects the Schedule 13D/A filed with the
SEC on February 18, 2011, filed jointly by Jeffrey L.
Gendell, or Mr. Gendell, and the entities described
therein. Mr. Gendell is the managing member of Tontine
Capital Management, L.L.C., a Delaware limited liability
company, or TCM. Mr. Gendell is the managing member of
Tontine Management, L.L.C., a Delaware limited liability
company, or TM, the general partner of Tontine Partners, L.P., a
Delaware limited partnership, or TP, and Tontine Power Partners,
L.P., a Delaware limited partnership, or TPP. Mr. Gendell
is also the managing member of Tontine Overseas Associates,
L.L.C., a Delaware limited liability company, or TOA, the
investment adviser to Tontine Overseas Fund, Ltd., a Cayman
Islands corporation, or TOF, and certain separately managed
accounts. Mr. Gendell is also the managing member of
Tontine Associates, L.L.C., or TA, a Delaware limited liability
company, the general partner of Tontine Capital Overseas Master
Fund II, L.P., a Cayman Islands limited partnership, or TCP
2. TCM beneficially owns 206,187 shares of common stock. TP
beneficially owns 353,358 shares of common stock. TM
beneficially owns 748,773 shares of common stock. TOA
beneficially owns 755,512 shares of common stock. TCP 2
beneficially owns 7,872,605 shares of common stock. TAA
beneficially owns 7,872,605 shares of common stock. TPP
beneficially owns 22,106 shares of common stock. TA
beneficially owns 311,362 shares of common stock. All of
the foregoing shares of common stock may be deemed to be
beneficially owned by Mr. Gendell. Mr. Gendell
disclaims beneficial ownership of the Issuers securities
reported herein for purposes of Section 16(a) under the
Exchange Act, or otherwise, except as to securities directly
owned by Mr. Gendell or representing Mr. Gendell or
representing Mr. Gendells pro rata interest in, and
interest in the profits of, TCM, TCP, TP, TM, TOA, TOF and TPP. |
|
(2) |
|
The information reflects the Schedule 13G/A filed with the
SEC on February 14, 2011 by FMR LLC and its affiliates,
Fidelity Management and Research Company, a wholly-owned
subsidiary of FMR LLC and an investment advisor is the
beneficial owner of the above listed shares as a result of
acting as investment advisor to various investment companies
registered under Section 8 of the Investment Company Act of
1940. |
|
(3) |
|
The information reflects the Schedule 13G filed with the
SEC on June 3, 2011, filed jointly by WS Capital L.L.C.
(WS Capital), WS Capital Management, L.P (WS
Management), Reid S. Walker and G. Stacy Smith. Walker
Smith Capital, L.P. (WSC), Walker Smith Capital
(Q.P.), L.P. (WSCQP), Walker Smith International
Fund, Ltd. (WS International), HHMI Investments,
L.P. (HHMI) and GT Global Hedge, L.P. (GT
Global and collectively with WSC, WSCQP, WS International
and HHMI, the WS Funds) owned 4,800,000 Shares.
WSC Capital Management is the general partner of WSC and WSCQP,
the agent and attorney-in-fact for WS International and the
investment manager for HHMI and GT Global. WS Capital is
the general partner of WSC Management. Reid S. Walker and G.
Stacy Smith are members of WS Capital. As a result, WSC
Management, WS Capital and Messrs. Reid S. Walker and G.
Stacy Smith possess shared power to vote and direct the
disposition of the shares held by the WS Funds. Thus, WSC
Management, WS Capital and Messrs. Reid S. Walker and G.
Stacy Smith are deemed to beneficially own 4,800,000 shares
of common stock. Each of WS Capital, WSC Management, and
Messrs. Walker and Smith hereby expressly disclaims
membership in a group under Section 13(d) of
the Exchange Act. |
|
(4) |
|
Includes shares of our common stock that may be acquired by
exercise of stock options or in connection with vesting of
restricted stock units within 60 days of July 19, 2011
for directors and executive officers as follows:
Mr. Aspbury, 54,703 shares;
Messrs. DAppolonia, Reilly and Ressner,
62,448 shares each; Messrs. Ferguson and Wetzel,
60,376 shares each; Messrs. OHiggins &
Pileggi, 21,341 shares each; Mr. Damaska,
136,750 shares; Ms. Hatcher 158,726 shares;
Mr. Ostermann, 16,082 shares; and all directors and
executive officers as a group, 822,395 shares. |
43
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors,
executive officers and persons who own more than 10% of our
common stock to file with the SEC reports regarding their
ownership and changes in ownership. Based upon a review of
filings with the SEC and written representations that no other
reports were required, we believe that all of our directors,
executive officers and 10% stockholders complied during fiscal
2011 with the reporting requirements of Section 16(a).
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to our Corporate Governance Guidelines, as well
as the written Related Party Transaction Policy adopted by the
Board on March 22, 2007, the Audit Committee is responsible
for the review of related person transactions
between the Company and related persons, including directors,
executive officers, director nominees, 5% stockholders of the
Company, as well as the immediate family members of each of the
foregoing individuals. These related person transactions apply
to any transaction or series of transactions in which we or one
of our subsidiaries is a participant, the amount involved
exceeds $120,000 and a related person has a direct or indirect
material interest.
We annually solicit information from our directors and executive
officers in order to monitor potential conflicts of interest.
Director nominees are also requested to provide us the foregoing
information. The Audit Committee considers whether any proposed
related person transaction is on terms and conditions that are
reasonable under the circumstances and in the best interest of
stockholders.
In fiscal 2011, we billed to, or received from
Thomas & Betts and its subsidiaries, including JT
Packard, the principal assets of which were purchased by
Thomas & Betts in 2010, payments in the amount of
approximately $1.1 million for the supply of batteries,
including new battery systems and temporary battery systems, and
the service of those battery systems. Mr. Pileggi is the
Chairman and Chief Executive Officer of Thomas & Betts
Corporation. At the time we began supplying JT Packard,
Mr. Pileggi was not one of our directors. The Audit
Committee and Board ratified and confirmed the related person
transactions discussed above, and approved future supply and
service to Thomas & Betts and all its consolidated
subsidiaries in accordance with our related party transaction
policy up to a maximum amount of $10 million per year
(above which further Audit Committee and Board approval will be
required).
STOCKHOLDER
PROPOSALS AND DIRECTOR NOMINATIONS FOR 2012 ANNUAL
MEETING
You may submit proposals, including director nominations, for
consideration at future stockholder meetings.
Stockholder Proposals. For a
stockholder proposal to be considered for inclusion in our proxy
statement for the Annual Meeting next year, our Corporate
Secretary must receive the written proposal at our principal
executive offices no later than March 30, 2012. Such
proposals must also comply with Section 2.03 of our Bylaws
and SEC regulations under
Rule 14a-8
of the Exchange Act regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. Proposals should
be addressed to:
Exide Technologies
13000 Deerfield Parkway
Building 200
Milton, Georgia 30004
Attn: Corporate Secretary
Fax:
(678) 566-9229
For a stockholder proposal that is not intended to be included
in our proxy statement under
Rule 14a-8
of the Exchange Act, the stockholder proposal must be made in
accordance with the provisions of our bylaws, which require the
stockholder to, among other things: (1) comply with all
applicable requirements of the
44
Exchange Act, (2) provide the information required by
Section 2.03 of our Bylaws and (3) give timely notice
to our Corporate Secretary. In general, this notice must be
received by our Corporate Secretary:
|
|
|
|
|
not earlier than the close of business on the one hundred
twentieth day prior to the first anniversary of the Annual
Meeting, or May 19, 2012; and
|
|
|
|
not later than the close of business on the ninetieth day prior
to the first anniversary of the Annual Meeting, or June 18,
2012.
|
However, if the 2012 Annual Meeting of stockholders is moved
more than 30 days before or more than 70 days after
September 16, 2012, then notice must be delivered by the
stockholder not earlier than the close of business on the one
hundred twentieth day prior to such Annual Meeting and not later
than the close of business on the later of the ninetieth day
prior to such Annual Meeting or the tenth day following the day
on which public announcement of the date of such meeting is
first made by our company.
Nomination of Director
Candidates. You may propose director
candidates for consideration by the Boards Nominating and
Corporate Governance Committee. Any such recommendation should
include the nominees name and qualification for Board
membership and should be directed to our Corporate Secretary at
the address of our Companys principal executive offices
set forth above.
In addition, our Bylaws permit stockholders to nominate
directors for election at an Annual Meeting of stockholders. To
nominate a director, the stockholder must comply with the
provisions of our Bylaws described briefly above. In addition,
the stockholder must give timely notice to our Corporate
Secretary in accordance with our Bylaws, which, in general,
require that the notice be received by our Corporate Secretary
within the time period described above for stockholder proposals
that are not intended to be included in our proxy statement.
Copy of Bylaws
Provisions. You may contact our Corporate
Secretary at our principal executive offices for a copy of the
relevant provisions of our Bylaws regarding the requirements for
making stockholder proposals and nominating director candidates.
The Board does not provide a process for stockholders to send
other communications to the Board because it believes that the
process available under applicable federal securities laws for
stockholders to submit proposals for consideration at the Annual
Meeting is adequate.
AVAILABILITY
OF ANNUAL REPORT
You may obtain, without charge, a copy of our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2011, including the
financial statements and the financial statement schedules filed
with the SEC pursuant to
Rule 13a-1
of the Exchange Act. You may also obtain copies of exhibits to
the
Form 10-K,
but we will charge a reasonable fee to stockholders requesting
such exhibits. You should direct your request in writing to us
at our address set forth on the first page of this Proxy
Statement, attention: Brad S. Kalter, Corporate Secretary at
13000 Deerfield Parkway, Building 200, Milton, Georgia 30004 or
by calling Investor Relations at
(678) 566-9000.
ADDITIONAL
INFORMATION
Householding of Proxy
Materials. The SEC has adopted rules that permit
companies and intermediaries such as brokers to satisfy delivery
requirements for proxy statements with respect to two or more
stockholders sharing the same address by delivering a single
Notice of Internet Availability or proxy statement addressed to
those stockholders. This process, which is commonly referred to
as householding, potentially provides extra
convenience for stockholders and cost savings for companies. Our
Company and some brokers household proxy materials, delivering a
single Notice of Internet Availability or proxy statement to
multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders.
Once you have received notice from your broker or our Company
that they or our Company will be householding materials to your
address, householding will continue until you are notified
otherwise or until
45
you revoke your consent. If, at any time, you no longer wish to
participate in householding and would prefer to receive a
separate Notice of Internet Availability or proxy statement, or
if you are receiving multiple copies of the Notice of Internet
Availability or proxy statement and wish to receive only one,
please notify your broker if your shares are held in a brokerage
account or us if you hold registered shares. You can notify us
by sending a written request to Exide Technologies, 13000
Deerfield Parkway, Building 200, Milton, Georgia 30004 or by
calling Investor Relations at
(678) 566-9000.
Proxy Solicitation Costs. We are making this
solicitation and will pay the entire cost of preparing,
assembling, printing, mailing and distributing these proxy
materials and soliciting votes. If you choose to access the
proxy materials
and/or vote
over the Internet, you are responsible for Internet access
charges you may incur. If you choose to vote by telephone, you
are responsible for telephone charges you may incur. Our
officers and regular employees may, but without compensation
other than their regular compensation, solicit proxies by
further mailing or personal conversations, or by telephone,
telex, facsimile or other electronic means. We will, upon
request, reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the
beneficial owners of stock.
46
DIRECTIONS
TO THE ANNUAL MEETING OF STOCKHOLDERS
Directions To:
Atlanta Mariott Alpharetta
5750 Windward Parkway
Alpharetta, Georgia 30005
Tel.
770-754-9600
From
Atlanta-Hartsfield-Jackson International Airport
Take Highway I-85 North to GA 400N (toll road)
Take GA 400N approximately 16 miles to Exit 11
Windward Parkway
Turn Right at the exit ramp. The hotel is immediately on left at
traffic light.
From I-85
South
Take I-285 West to Exit 27/Atlanta/Cumming/Dahlonega/GA
400-N.
Take GA 400 N approximately 14 miles to Exit 11/Windward
Parkway.
Turn Right at exit ramp. Hotel is immediately on left at traffic
light.
From I-75
South
Take Exit #259/Birmingham/Tampa/Greenville/Augusta onto I-285
East toward Greenville/Augusta. Go 7.1 miles.
Take Exit 27/Atlanta/Cummings toward Dahlonega/GA-400N/Cummings.
Go 14 mi.
Take Exit 11/Windward Parkway.
Turn Right at exit ramp. Hotel is immediately on left at traffic
light.
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ANNUAL MEETING OF STOCKHOLDERS OF
EXIDE TECHNOLOGIES
SEPTEMBER 16, 2011 |
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EXIDE TECHNOLOGIES
13000 DEERFIELD PARKWAY
BLDG 200
MILTON, GA 30004
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PROXY VOTING INSTRUCTIONS
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VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time on September 15, 2011. 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.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time on September 15, 2011. Have your proxy card in
hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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M37690-P15574 |
KEEP THIS PORTION
FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
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EXIDE TECHNOLOGIES |
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For All |
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Withhold All |
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For All Except |
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To withhold authority to vote
for any individual nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
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1. |
The election of the following nine persons as
directors of the Company.
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Nominees: |
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01) |
Herbert F. Aspbury
06) Dominic J. Pileggi |
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02) |
James R. Bolch
07) John P. Reilly
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03) |
Michael R. DAppolonia
08) Michael P. Ressner
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04) |
David S. Ferguson
09) Carroll R. Wetzel, Jr.
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05) |
John OHiggins |
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For |
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Against |
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Abstain |
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2. |
Advisory vote on the compensation of our named executive officers.
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1 Year |
2 Years |
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3 Years |
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Abstain |
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3. |
Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.
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For |
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Abstain |
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4. |
Ratify the appointment of the Companys Independent auditors for fiscal 2012.
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The Board of Directors Recommends a vote For All for proposal 1, For proposal 2
and proposal 4, and 1 Year for proposal 3.
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In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or
any adjournment or postponement thereof.
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NOTE: This Proxy Card should be dated and signed by the stockholder exactly as the stockholders name
appears hereon and
returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so
indicate. Please sign exactly as name(s)
appear(s) hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such.
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Signature [PLEASE SIGN WITHIN BOX]
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Date |
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Signature (Joint Owners) |
Date |
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Important Notice
Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com.
M37691-P15574
EXIDE TECHNOLOGIES
PROXY
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD SEPTEMBER 16, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Brad S. Kalter and Barbara A. Hatcher, and each or any of them, proxies
of the undersigned, with full power of substitution, to vote all of the shares of Exide Technologies,
a Delaware corporation (the Company), which the undersigned may be entitled to vote at the annual meeting
of Stockholders of the Company to be held at the Atlanta Marriott Alpharetta, 5750 Windward Parkway,
Alpharetta, Georgia 30005, on Friday, September 16, 2011, beginning at 9:00 a.m. (local time) or at any
adjournment or postponement thereof, as shown on the voting side of this card. This proxy will be voted as
specified. If a choice is not specified, this proxy will be voted FOR the director nominees and
FOR proposals 2 and 4, for EVERY YEAR for proposal 3 and in the discretion of the proxy holders
on any other matter that properly comes before the meeting in accordance with the
recommendations of the Board of Directors.
(Continued and to be signed on the reverse side.)