[
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Preliminary
Proxy Statement
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[
]
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Confidential,
for Use of the Commission Only
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(as
permitted by Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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[
]
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Definitive
Additional Materials
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[
]
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Soliciting
Material Pursuant to Sec.
240.14a-12
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[X]
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No
fee required.
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[
]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
_______________________________
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_____________________________________________________________________________
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(2)
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Aggregate
number of securities to which transaction applies:
_______________________________
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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_____________________________________________________________________________
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(4)
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Proposed
maximum aggregate value of transaction:
______________________________________
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(5)
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Total
fee paid:
__________________________________________________________________
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[
]
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Fee
paid previously with preliminary materials.
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[
]
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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 by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
__________________________________________________________
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(2)
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Form,
Schedule or Registration Statement No.:
_________________________________________
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(3)
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Filing
Party:
____________________________________________________________________
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(4)
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Date
Filed:
_____________________________________________________________________
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(1)
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to
elect eight directors,
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(2)
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to
approve the Insituform Technologies, Inc. Employee Stock Purchase
Plan,
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(3)
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to
ratify the appointment of PricewaterhouseCoopers LLP as our independent
auditors for the year ending December 31, 2007, and
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(4)
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to
transact any other business that may properly come before the meeting
or
any adjournment(s) of the meeting.
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By
Order of the Board of Directors,
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/s/
David F. Morris
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David
F. Morris
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Secretary
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36
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A-1
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·
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First,
you are voting to elect eight directors. Each director, if elected,
will
serve a term of one year or until his or her successor has been elected
and qualified.
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Our
board of directors recommends a vote “FOR” the election of each of the
nominees for director.
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·
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Second,
you are voting to approve the Insituform Technologies, Inc. Employee
Stock
Purchase Plan.
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|
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Our
board of directors recommends a vote “FOR” the approval of the Insituform
Technologies, Inc. Employee Stock Purchase
Plan.
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·
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Third,
you are voting to
ratify the appointment of PricewaterhouseCoopers LLP as our independent
auditors for the year ending December 31, 2007.
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Our
board of directors recommends a vote “FOR” the ratification of
the
appointment of PricewaterhouseCoopers LLP as our independent auditors
for
the year ending December 31, 2007.
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·
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In
addition, you may vote on other business, if it properly comes before
the
meeting, or any adjournment(s) of the
meeting.
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·
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By
Written Proxy:
You can vote by written proxy. If you sign and return the enclosed
proxy
card, the shares represented by the proxy will be voted in accordance
with
the terms of the proxy, unless you subsequently revoke your proxy.
You can
return your proxy card in the enclosed envelope, which requires no
postage
if mailed in the U.S.
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|
·
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In
Person:
If
you are a record stockholder, you can vote in person at the
meeting.
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·
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If
your shares are registered in your name, you are a record
stockholder.
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·
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If
your shares are in the name of your broker or bank, your shares are
held
in street name.
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|
·
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Directors
are elected by a plurality vote. That means that the eight nominees
who
receive the most votes are elected. A majority vote is not
required.
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|
·
|
Approval
of the Insituform Technologies, Inc. Employee Stock Purchase Plan
requires
the affirmative vote of a majority of the shares of our common stock
cast
on the proposal.
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|
·
|
Ratification
of the appointment of PricewaterhouseCoopers LLP as
our independent auditors for the year ending December 31, 2007
requires
the affirmative vote of a majority of the shares of our common stock
cast
on the proposal.
|
|
·
|
giving
written notice to our corporate Secretary prior to the actual vote
at the
meeting,
|
|
·
|
delivering
a later-dated proxy card prior to or at the meeting, or
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·
|
voting
in person at the meeting.
|
|
·
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receive
notice of the meeting, and
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|
·
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vote
at the meeting, and at any adjournment(s) of the
meeting.
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|
·
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has
not received voting instructions on a particular matter from the
beneficial owner or persons entitled to vote, and
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|
·
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does
not have the discretionary voting power on the
matter.
|
STEPHEN
P. CORTINOVIS
|
Director
since 1997
|
Age
57
|
STEPHANIE
A. CUSKLEY
|
Director
since 2005
|
Age
46
|
JOHN
P. DUBINSKY
|
Director
since 2002
|
Age
63
|
JUANITA
H. HINSHAW
|
Director
since 2000
|
Age
62
|
ALFRED
T. MCNEILL
|
Director
since 2004
|
Age
70
|
THOMAS
S. ROONEY, JR.
|
Director
since 2003
|
Age
47
|
SHELDON
WEINIG
|
Director
since 1992
|
Age
79
|
ALFRED
L. WOODS
|
Chairman
of the Board since 2003
|
Director
since 1997
|
|
Age
63
|
|
Stephen
P. Cortinovis
|
Alfred
T. McNeill
|
|
Stephanie
A. Cuskley
|
Sheldon
Weinig
|
|
John
P. Dubinsky
|
Alfred
L. Woods
|
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Juanita
H. Hinshaw
|
·
|
the
appointment, compensation, retention and termination of our independent
auditors and of our internal auditors,
|
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·
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oversight
of the work of independent auditors engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest
services for us,
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·
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oversight
of our internal auditors’ work,
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·
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review
of the scope and results of our internal controls,
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·
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approval
of the professional services provided by our independent auditors,
and
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·
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review
of the independence of our independent
auditors.
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·
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PricewaterhouseCoopers
LLP’s responsibility under generally accepted auditing
standards,
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·
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significant
accounting policies,
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·
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management
judgments and accounting estimates,
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·
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significant
audit adjustments,
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·
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other
information in documents containing audited financial
statements,
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·
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disagreements
with our management, including accounting principles, scope of audit
and
disclosures,
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|
·
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consultation
with other accountants by management,
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·
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major
issues discussed with our management prior to retention of
PricewaterhouseCoopers LLP, and
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·
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difficulties
encountered in performing the audit.
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Name(1)
|
Year
|
Fees
Earned or Paid in Cash ($)
|
Stock
Awards ($)(2)
|
Option
Awards ($)(3)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
|||||||||||||||||
Stephen
P. Cortinovis
|
2006
|
$
|
45,000
|
$
|
77,440
|
—
|
—
|
—
|
—
|
$
|
122,440
|
||||||||||||||
Stephanie
A. Cuskley
|
2006
|
55,000
|
77,440
|
—
|
—
|
—
|
—
|
132,440
|
|||||||||||||||||
John
P. Dubinsky
|
2006
|
51,000
|
77,440
|
—
|
—
|
—
|
—
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128,440
|
|||||||||||||||||
Juanita
H. Hinshaw
|
2006
|
55,000
|
77,440
|
—
|
—
|
—
|
—
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132,440
|
|||||||||||||||||
Alfred
T. McNeill
|
2006
|
45,000
|
77,440
|
—
|
—
|
—
|
—
|
122,440
|
|||||||||||||||||
Sheldon
Weinig
|
2006
|
55,000
|
77,440
|
—
|
—
|
—
|
—
|
132,440
|
|||||||||||||||||
Alfred
L. Woods
|
2006
|
92,000
|
137,940
|
—
|
—
|
—
|
—
|
229,940
|
(1)
|
For
information concerning compensation earned in fiscal year 2006 by
Thomas
S. Rooney, Jr., our President and Chief Executive Officer and a member
of
our board of directors, please see the Summary Compensation Table
in this
proxy statement.
|
(2)
|
Represents
the amount recognized for financial statement reporting purposes
during
2006 and the grant date fair value, calculated in accordance with
FAS
123(R), with respect to deferred stock units awarded on April 26,
2006, in
the following amounts: 3,200 to each of Messrs. Cortinovis, Dubinsky,
McNeill and Weinig and Mmes. Cuskley and Hinshaw; and 5,700 to Mr.
Woods.
Please refer to Note 7, “Equity-Based Compensation,” in the Notes to
Consolidated Financial Statements contained in our Annual Report
on Form
10-K, filed on February 23, 2007, for a discussion regarding the
valuation
of our stock awards. The aggregate number of stock awards outstanding
at
December 31, 2006, was as follows: Mr. Cortinovis, 12,725; Ms. Cuskley,
6,400; Mr. Dubinsky, 12,725; Ms. Hinshaw, 12,725; Mr. McNeill, 9,600;
Mr.
Weinig, 12,725; and Mr. Woods, 22,725.
|
(3)
|
The
aggregate number of option awards outstanding at December 31, 2006,
was as
follows: Mr. Cortinovis, 51,500; Mr. Dubinsky, 15,000; Ms. Hinshaw,
22,500; Mr. Weinig, 31,500; and Mr. Woods, 51,500.
|
Chair
|
Member
|
|
Board
Committee
|
Compensation
|
Compensation
|
Audit
Committee
|
$19,000
|
$13,000
|
Compensation
Committee
|
15,000
|
9,000
|
Corporate
Governance & Nominating Committee
|
15,000
|
9,000
|
Strategic
Planning Committee
|
15,000
|
9,000
|
|
·
|
assist
our board in the discharge of our board’s responsibilities relating to the
compensation of our directors and executives,
|
|
·
|
review
management’s Compensation Discussion and Analysis relating to our
executive compensation programs, and to approve the inclusion of
the
Compensation Discussion and Analysis in our proxy statement and/or
annual
report on Form 10-K,
|
|
·
|
issue
a report confirming the Compensation Committee’s review and approval of
the Compensation Discussion and Analysis for inclusion in our proxy
statement and/or annual report on Form 10-K, and
|
|
·
|
administer,
and make recommendations with respect to, our incentive compensation
plans
and equity-based plans.
|
|
·
|
periodically
review and approve our corporate goals and objectives relevant to
the
compensation of our Chief Executive Officer and other executive
officers,
|
|
·
|
evaluate
our Chief Executive Officer’s and other executive officers’ performance in
light of our goals and objectives, taking into consideration the
evaluation of our Chief Executive Officer’s overall performance conducted
in a manner prescribed by our board of directors, and evaluate the
other
executive officers’ performance in light of our goals and objectives,
taking into consideration our Chief Executive Officer’s evaluation of each
such executive officer’s overall performance,
|
|
·
|
assess
our competitive position for the components of executive compensation
on a
national and local level as well as in our industry and consider
different
compensation approaches,
|
|
·
|
determine
the compensation level of our Chief Executive Officer and our other
executive officers,
|
|
·
|
review
the Compensation Discussion and Analysis and approve its inclusion
in our
proxy statement and/or annual report on Form 10-K,
|
|
·
|
issue
a report confirming the Compensation Committee’s review and approval of
the Compensation Discussion and Analysis for inclusion in our proxy
statement and/or annual report on Form 10-K,
|
|
·
|
annually
evaluate the performance of the Compensation Committee,
and
|
|
·
|
recommend
to our board specific amounts and forms of director compensation
based on
general guidelines established by the Corporate Governance &
Nominating Committee.
|
·
|
our
performance and relative total stockholder return,
|
|
|
·
|
the
value of such awards granted to other chief executive officers at
comparable companies, and
|
|
·
|
the
awards granted to our Chief Executive Officer in prior
years.
|
|
·
|
to
offer levels of compensation substantially equivalent to those offered
by
other companies in similar businesses that we consider to be competitors
for executive talent,
|
|
·
|
to
compensate executives based on each executive’s level of responsibility
and contribution to our business goals,
|
|
·
|
to
link compensation with the individual goals for each executive as
well as
the financial performance of our entire company, and
|
|
·
|
to
align the interests of our executives with the interests of our
stockholders.
|
·
stock
price
|
·
earnings
per share
|
|
·
sales
|
·
free
cash flow
|
|
·
return
on equity
|
·
net
income
|
|
·
book
value
|
·
individual
performance
|
|
·
expense
management
|
·
business
unit performance
|
·
|
reviewed
and discussed the Compensation Discussion and Analysis with management,
and
|
·
|
following
such review, approved the inclusion of such Compensation Discussion
and
Analysis in this proxy statement.
|
Name
and Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)(2)
|
Stock
Awards
($)(3)
|
Option
Awards
($)(4)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)(5)
|
Total
($)
|
Thomas
S. Rooney, Jr.
President
and Chief
Executive
Officer
|
2006
|
$630,000
|
$264,000
|
$385,921
|
$1,087,050
|
—
|
—
|
$31,567
|
$2,398,538
|
Thomas
E. Vossman
Senior
Vice President
and
Chief Operating
Officer
|
2006
|
310,000
|
70,000
|
48,981
|
247,648
|
—
|
—
|
20,620
|
697,249
|
David
F. Morris
Vice
President and
General
Counsel
|
2006
|
240,000
|
72,000
|
30,960
|
141,671
|
—
|
—
|
22,679
|
507,310
|
David
A. Martin
Vice
President and
Controller
|
2006
|
178,075
|
65,000
|
—
|
42,305
|
—
|
—
|
19,817
|
305,197
|
(1)
|
Includes
amounts earned but deferred at the election of the executive
officer under
our nonqualified deferred compensation plan.
|
(2)
|
Represents
bonuses awarded under our 2006 Management Annual Incentive
Plan.
|
(3)
|
Represents
the dollar amount recognized for financial statement reporting
purposes
during 2006 in accordance with FAS 123(R) with respect to shares
of
restricted stock, awarded as follows: Mr. Rooney, 26,000 shares
on October
27, 2004 ($211,251), 14,000 shares on May 5, 2005 ($53,681)
and 18,700
shares on January 5, 2006 ($120,989); Mr. Vossman, 4,000 shares
on May 5,
2005 ($15,337) and 5,200 shares on January 5, 2006 ($33,644);
and Mr.
Morris, 2,000 shares on May 5, 2005 ($7,668) and 3,600 shares
on January
5, 2006 ($23,292). Please refer to Note 7, “Equity-Based Compensation,” in
the Notes to Consolidated Financial Statements contained in
our Annual
Report on Form 10-K, filed on February 23, 2007, for a discussion
regarding the valuation of our stock awards.
|
(4)
|
Represents
the dollar amount recognized for financial statement reporting
purposes
during 2006 in accordance with FAS 123(R) with respect to options
to
purchase shares of our common stock, awarded as follows: Mr.
Rooney,
32,200 options on April 1, 2003 ($12,080), 50,000 options on
June 1, 2004
($25,720), 104,000 options on October 27, 2004 ($220,465),
95,000 options
on May 5, 2005 ($189,287) and 112,000 options on January 5,
2006
($639,498); Mr. Vossman, 26,000 options on May 5, 2005 ($51,804)
and
34,300 options on January 5, 2006 ($195,844); Mr. Morris, 13,500
options
on May 5, 2005 ($26,900) and 20,100 options on January 5, 2006
($114,771);
and Mr. Martin, 2,750 options on March 7, 2003 ($299), 5,000
options on
May 25, 2004 ($10,204), 4,500 options on May 5, 2005 ($8,965)
and 4,000
options on January 5, 2006 ($22,837). Please refer to Note
7,
“Equity-Based Compensation,” in the Notes to Consolidated Financial
Statements contained in our Annual Report on Form 10-K, filed
on February
23, 2007, for a discussion regarding the valuation of our option
awards.
|
(5)
|
Represents
the following amounts: Mr. Rooney, $8,800 in employer-matching
contributions under our 401(k) Profit Sharing Plan and nonqualified
deferred compensation plan, $2,502 in term life insurance premiums,
a
$10,800 car allowance and $9,465 in club membership dues and
related fees;
Mr. Vossman, $8,800 in employer-matching contributions under
our 401(k)
Profit Sharing Plan, $1,020 in term life insurance premiums
and a $10,800
car allowance; Mr. Morris, $8,800 in employer-matching contributions
under
our 401(k) Profit Sharing Plan and nonqualified deferred compensation
plan, $979 in term life insurance premiums, a $10,800 car allowance
and a
$2,100 cellular phone allowance; and Mr. Martin, $7,803 in
employer-matching contributions under our 401(k) Profit Sharing
Plan, $714
in term life insurance premiums, a $10,800 car allowance and
a $500
cellular phone allowance.
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under Non-
Equity
Incentive Plan Awards(1)
|
Estimated
Future Payouts
Under
Equity Incentive Plan
Awards
|
All
Other
Stock
Awards: Number
of
Shares
of Stock or
Units
(#)
|
All
Other
Option
Awards:
Number of Securities Underlying Options
(#)
|
Exercise
or
Base Price of Option Awards ($/Sh)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)(3)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)(2)
|
Maximum
(#)
|
||||||
Thomas
S. Rooney, Jr.
|
1/5/2006
|
$124,000
|
$248,000
|
$496,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1/5/2006
|
—
|
—
|
—
|
—
|
18,700
|
—
|
—
|
—
|
—
|
$362,967
|
|
1/5/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
112,000
|
$19.41
|
910,560
|
|
Thomas
E. Vossman
|
1/5/2006
|
40,000
|
80,000
|
160,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1/5/2006
|
—
|
—
|
—
|
—
|
5,200
|
—
|
—
|
—
|
—
|
100,932
|
|
1/5/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
34,300
|
19.41
|
278,859
|
|
David
F. Morris
|
1/5/2006
|
20,000
|
40,000
|
80,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1/5/2006
|
—
|
—
|
—
|
—
|
3,600
|
—
|
—
|
—
|
—
|
69,876
|
|
1/5/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
20,100
|
19.41
|
163,413
|
|
David
A. Martin
|
1/5/2006
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
4,000
|
19.41
|
32,520
|
(1)
|
Represents
estimated future payouts under our Long-Term Incentive Plan for the
2006-2008 performance period. The target amount is earned if performance
targets are achieved. Any awards earned under our Long-Term Incentive
Plan
for the 2006-2008 performance period would be paid in 2009.
|
(2)
|
Represents
the number of shares of restricted stock awarded in 2006. The shares
will
fully vest on January 5, 2009, provided that employment continues
through
such date.
|
(3)
|
Represents
the grant date fair value of $19.41 per share for the restricted
stock
grants and $8.13 per share for the stock option grants, each computed
in
accordance with FAS 123(R), on January 5, 2006. Please refer to Note
7,
“Equity-Based Compensation,” in the Notes to Consolidated Financial
Statements contained in our Annual Report on Form 10-K, filed on
February
23, 2007, for a discussion regarding the valuation of our stock and
option
awards.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
Number
of
Shares
or
Units
of
Stock
that
Have
Not
Vested
(#)(1)
|
Market
Value
of
Shares
or
Units
of
Stock
that
Have
Not
Vested
($)(2)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units,
or
Other
Rights
that
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units,
or
Other
Rights
that
Have
Not
Vested
($)
|
|||||
Thomas
S. Rooney, Jr.
|
32,200
|
—
|
—
|
$13.68(3)
|
4/1/10
|
—
|
—
|
—
|
—
|
|||||
50,000
|
—
|
—
|
15.40
|
6/1/11
|
—
|
|
—
|
—
|
—
|
|||||
78,000
|
26,000
|
—
|
20.56
|
10/27/11
|
—
|
—
|
—
|
—
|
||||||
47,500
|
47,500
|
—
|
14.65
|
5/5/12
|
—
|
—
|
—
|
—
|
||||||
28,000
|
84,000
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
||||||
—
|
—
|
—
|
—
|
—
|
26,000
|
$672,360
|
—
|
—
|
||||||
—
|
—
|
—
|
—
|
—
|
14,000
|
362,040
|
—
|
—
|
||||||
—
|
—
|
—
|
—
|
—
|
18,700
|
483,582
|
—
|
—
|
||||||
Thomas
E. Vossman
|
13,000
|
13,000
|
—
|
14.65
|
5/5/12
|
—
|
—
|
—
|
—
|
|||||
8,575
|
25,725
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
||||||
—
|
—
|
—
|
—
|
—
|
4,000
|
103,440
|
—
|
—
|
||||||
—
|
—
|
—
|
—
|
—
|
5,200
|
134,472
|
—
|
—
|
||||||
David
F. Morris
|
6,750
|
6,750
|
—
|
14.65
|
5/5/12
|
—
|
—
|
—
|
—
|
|||||
5,025
|
15,075
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
||||||
—
|
—
|
—
|
—
|
—
|
2,000
|
51,720
|
—
|
—
|
||||||
—
|
—
|
—
|
—
|
—
|
3,600
|
93,096
|
—
|
—
|
||||||
David
A. Martin
|
1,400
|
—
|
—
|
8.75
|
11/14/07
|
—
|
—
|
—
|
—
|
|||||
2,750
|
—
|
—
|
29.06
|
3/19/11
|
—
|
—
|
—
|
—
|
||||||
4,353
|
—
|
—
|
23.92
|
2/25/12
|
—
|
—
|
—
|
—
|
||||||
2,750
|
—
|
—
|
12.50
|
3/7/10
|
—
|
—
|
—
|
—
|
||||||
3,750
|
1,250
|
—
|
15.50(3)
|
5/25/11
|
—
|
—
|
—
|
—
|
||||||
2,250
|
2,250
|
—
|
14.65
|
5/5/12
|
—
|
—
|
—
|
—
|
||||||
1,000
|
3,000
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
(1)
|
Represents
the number of shares of restricted stock, awarded as follows: Mr.
Rooney,
26,000 shares on October 27, 2004, 14,000 shares on May 5, 2005 and
18,700
shares on January 5, 2006; Mr. Vossman, 4,000 shares on May 5, 2005
and
5,200 shares on January 5, 2006; and Mr. Morris, 2,000 shares on
May 5,
2005 and 3,600 shares on January 5, 2006. The shares will fully vest
on
the third anniversary of the date of award provided that employment
continues through such date. The amounts for Mr. Rooney do not include
the
grant of deferred stock units on October 27, 2004, the number of
shares
subject to the deferred stock units being computed by multiplying
104,000
by the positive difference between the market value of one share
of our
common stock on October 27, 2007 over $15.50 (not to exceed $5.06),
divided by the market value of one share of our common stock on such
date.
We will not be able to calculate the number of actual deferred stock
units
granted until after October 27, 2007, but the number of shares subject
to
the deferred stock units (assuming a $25.86 closing price, the closing
price of our common stock on The Nasdaq Global Select Market on December
29, 2006) computed to 20,350 shares.
|
(2)
|
Represents
the value of restricted shares calculated on the basis of the closing
price of our common stock on The Nasdaq Global Select Market on December
29, 2006 ($25.86 per share). The amount for Mr. Rooney does not include
the value of deferred stock units granted on October 27, 2007, described
in Footnote 1 above. The market value of the shares subject to the
deferred stock units, assuming a $25.86 closing price (the closing
price
of our common stock on The Nasdaq Global Select Market on December
29,
2006), is $526,251.
|
|
|
(3)
|
Effective
December 29, 2006, the exercise price with respect to certain options
granted to Messrs. Rooney and Martin, respectively, was increased
as
follows in order to avoid a 20% excise tax at exercise of the options
under Section 409A of the Internal Revenue Code of 1986, as amended:
Mr.
Rooney, an increase from $13.68 to $13.89 with respect to 16,100
options
granted on April 1, 2003; and Mr. Martin, an increase from $15.50
to
$16.26 with respect to 3,750 options granted on May 25,
2004.
|
Name
|
Executive
Contribution
in
Last
FY
($)(1)
|
Registrant
Contributions
in
Last
FY
($)(1)
|
Aggregate
Earnings in
Last
FY
($)(2)
|
Aggregate
Withdrawals/ Distributions
($)
|
Aggregate
Balance
at
Last FYE
($)
|
Thomas
S. Rooney, Jr.
|
$132,175
|
$1,963
|
$61,146
|
—
|
$538,556
|
Thomas
E. Vossman
|
—
|
—
|
—
|
—
|
—
|
David
F. Morris
|
10,000
|
100
|
970
|
—
|
11,070
|
David
A. Martin
|
—
|
—
|
947
|
—
|
7,775
|
(1)
|
Executive
and registrant contributions also are reported in the “Salary” and “Other
Compensation” columns, respectively, of the Summary Compensation
Table.
|
(2)
|
Amounts
credited do not constitute above-market
earnings.
|
|
·
|
each
of our executive officers named in the Summary Compensation Table
under
“Executive Compensation,”
|
|
·
|
each
of our directors and director nominees,
|
|
·
|
each
person known by us to own beneficially more than 5% of the outstanding
shares of our common stock, and
|
|
·
|
all
of our directors and executive officers as a
group.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership(1)
|
Percent
of
Class
|
|||||
T.
Rowe Price Associates, Inc.
100
East Pratt Street
Baltimore,
Maryland 21202
|
3,727,950
|
(2)
|
13.68
|
%
|
|||
Barrow,
Hanley, Mewhinney & Strauss, Inc.
2200
Ross Avenue, 31st
Floor
Dallas,
Texas 75201
|
1,899,300
|
(3)
|
6.97
|
||||
AMVESCAP
PLC
30
Finsbury Square
London
EC2A 1AG, United Kingdom
|
1,770,952
|
(4)
|
6.50
|
||||
Pictet
Asset Management SA
60
Route Des Acacias
Geneva
73, Switzerland CH-12 11
|
1,505,900
|
(5)
|
5.53
|
||||
Barclays
Global Investors Japan Limited
Ebisu
Prime Square Tower 8th
Floor
1-1-39
Hiroo Shibuya-Ku
Tokyo
150-8402, Japan
|
1,447,932
|
(6)
|
5.31
|
||||
Stephen
P. Cortinovis
|
65,225
|
(7)
|
—
|
(8)
|
|||
Stephanie
A. Cuskley
|
7,400
|
(9)
|
—
|
(8)
|
|||
John
P. Dubinsky
|
37,877
|
(10)
|
—
|
(8)
|
|||
Juanita
H. Hinshaw
|
37,225
|
(11)
|
—
|
(8)
|
|||
David
A. Martin
|
20,448
|
(12)
|
—
|
(8)
|
|||
Alfred
T. McNeill
|
10,600
|
(13)
|
—
|
(8)
|
|||
David
F. Morris
|
31,240
|
(14)
|
—
|
(8)
|
|||
Thomas
S. Rooney, Jr
|
354,917
|
(15)
|
1.29
|
||||
Thomas
E. Vossman
|
54,832
|
(16)
|
—
|
(8)
|
|||
Sheldon
Weinig
|
53,225
|
(17)
|
—
|
(8)
|
|||
Alfred
L. Woods
|
74,725
|
(18)
|
—
|
(8)
|
|||
Directors
and executive officers as a group (11 persons)
|
747,714
|
(19)
|
2.68
|
(1)
|
Except
as otherwise indicated, as of March 1, 2007, all shares are owned
with
sole voting and investment power. Beneficial ownership is determined
in
accordance with the rules of the Securities and Exchange Commission.
For
the listed officers and directors, the number of shares beneficially
owned
includes shares of common stock that the individual had the right
to
acquire on or within 60 days after March 1, 2007, including through
the exercise of stock options and in connection with deferred stock
units.
References to stock options in the footnotes to this table include
only
those options that are or will become exercisable within 60 days
after
March 1, 2007. A director would only receive shares of common stock
in connection with deferred stock units within 60 days after March 1,
2007 if the director’s service on the board terminated during that time
period. Also included are restricted shares of common stock, over
which
the individual has voting power, but no investment
power.
|
|
(2)
|
The
information provided herein is based on a Schedule 13G/A filed jointly
by
T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value
Fund,
Inc. with the Securities and Exchange Commission on February 14,
2007. T.
Rowe Price Associates, Inc. has sole voting power with respect to
1,184,600 shares of our common stock and sole dispositive power with
respect to 3,727,950 shares of our common stock. These securities
are
owned by various individual and institutional investors, including
the
fund (which owns 1,675,000 shares, representing 6.15% of the shares
outstanding,
|
over
which the fund has sole voting power), which T. Rowe Price Associates,
Inc. serves as investment adviser with power to direct investments
and/or
sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, T. Rowe Price
Associates, Inc. is deemed to be a beneficial owner of these securities;
however, T. Rowe Price Associates, Inc. expressly disclaims that
it is, in
fact, the beneficial owner of these securities.
|
||
(3)
|
The
information provided herein is based on a Schedule 13G filed by Barrow,
Hanley, Mewhinney & Strauss, Inc. with the Securities and Exchange
Commission on February 9, 2007. The information in the Schedule 13G
indicates that Barrow, Hanley, Mewhinney & Strauss, Inc., an
investment adviser, has sole voting power with respect to 910,300
of these
shares, shared voting power with respect to 989,000 of these shares
and
sole dispositive power with respect to all 1,899,300 of these shares.
The
right to receive or the power to direct the receipt of dividends
from, or
the proceeds from the sale of, these shares is held by certain clients
of
Barrow, Hanley, Mewhinney & Strauss, Inc., none of which has such
right or power with respect to five percent or more of these
shares.
|
|
(4)
|
The
information provided herein is based on a Schedule 13G filed by AMVESCAP
PLC with the Securities and Exchange Commission on February 14, 2007,
on
behalf of the following subsidiaries: PowerShares Capital Management
LLC,
INVESCO Asset Management Limited, INVESCO Asset Management Ireland
Limited
and Atlantic Trust Company, N.A. (collectively, the “Subsidiaries”). The
information in the Schedule 13G indicates that the Subsidiaries,
each an
investment adviser, have sole voting and dispositive power with respect
to
these shares as follows: PowerShares Capital Management LLC, 1,691,727;
INVESCO Asset Management Limited, 67,000; INVESCO Asset Management
Ireland
Limited, 12,100; and Atlantic Trust Company, N.A., 125.
|
|
(5)
|
The
information provided herein is based on a Schedule 13G/A filed by
Pictet
Asset Management SA with the Securities and Exchange Commission on
February 12, 2007. The information in the Schedule 13G/A indicates
that
Pictet Asset Management SA, has sole voting and dispositive power
with
respect to all of these shares. For purposes of the reporting requirements
of the Securities Exchange Act of 1934, Pictet Asset Management SA
is
deemed to be a beneficial owner of these securities; however, Pictet
Asset
Management SA expressly disclaims that it is, in fact, the beneficial
owner of these securities.
|
|
(6)
|
The
information provided herein is based on a Schedule 13G filed by Barclays
Global Investors Japan Limited with the Securities and Exchange Commission
on January 23, 2007. The information in the Schedule 13G indicates
that
Barclays Global Investors Japan Limited, an investment adviser, has
sole
voting power with respect to 1,335,315 of these shares and sole
dispositive power with respect to all 1,447,932 of these shares.
The
shares reported are held by Barclays Global Investors Japan Limited
in
trust accounts for the economic benefit of the beneficiaries of those
accounts.
|
|
(7)
|
Represents
1,000 shares of common stock, options to purchase 51,500 shares of
stock
and 12,725 deferred stock units.
|
|
(8)
|
Less
than one percent.
|
|
(9)
|
Represents
1,000 shares of common stock and 6,400 deferred stock
units.
|
|
(10)
|
Represents
10,152 shares of common stock, options to purchase 15,000 shares
of stock
and 12,725 deferred stock units.
|
|
(11)
|
Represents
2,000 shares of common stock, options to purchase 22,500 shares of
stock
and 12,725 deferred stock units.
|
|
(12)
|
Represents
195 shares of common stock and options to purchase 20,253 shares
of stock.
Does not include the grant of 1,500 restricted stock units on January
11,
2007, which units shall vest on January 11, 2010, provided that employment
continues through January 11, 2010.
|
|
(13)
|
Represents
1,000 shares of common stock and 9,600 deferred stock
units.
|
|
(14)
|
Represents
5,600 restricted shares of common stock and options to purchase 25,640
shares of stock. Does not include the grant of 5,430 restricted stock
units on January 11, 2007, which units shall vest on January 11,
2010,
provided that certain company performance goals are met as of December
31,
2007, and that employment continues through January 11, 2010.
|
|
(15)
|
Represents
58,700 restricted shares of common stock, options to purchase 292,035
shares of stock and 4,182 deferred stock units. Does not include
the grant
of (a) 17,404 restricted stock units on January 11, 2007, which units
shall vest on January 11, 2010, provided that certain company performance
goals are met as of December 31, 2007, and that employment continues
through January 11, 2010; and (b) deferred stock units on October
27,
2004, the number of which shall equal the product of 104,000 times
the
positive difference between the market value of one share of our
common
stock on October 27, 2007, over $15.50 (not to exceed $5.06), divided
by
the market value of one share of our common stock on such date. We
will
not be able to calculate the number of deferred stock units granted
until
after October 27, 2007.
|
(16)
|
Represents
9,200 restricted shares of common stock and options to purchase 45,632
shares of stock. Does not include the grant of 9,510 restricted stock
units on January 11, 2007, which units shall vest on January 11,
2010,
provided that certain company performance goals are met as of December
31,
2007, and that employment continues through January 11, 2010.
|
|
(17)
|
Represents
9,000 shares of common stock, options to purchase 31,500 shares of
stock
and 12,725 deferred stock units.
|
|
(18)
|
Represents
500 shares of common stock, options to purchase 51,500 shares of
stock and
22,725 deferred stock units.
|
|
(19)
|
Includes
options to purchase 555,560 shares of stock and 93,807 deferred stock
units.
|
Number
of
Securities
to be
Issued
upon
Exercise
of
Outstanding
Options,
Warrants
and
Rights(1)
(a)
|
Weighted-
Average
Exercise
Price
of
Outstanding
Options,
Warrants
and
Rights
(b)
|
Number
of
Securities
Remaining
Available
for
Future
Issuance
under
Equity
Compensation
Plans
(excluding
securities
reflected
in
column (a))
(c)
|
|
Equity
compensation plans approved by security holders
|
1,392,199
|
$19.85
|
2,193,500
|
Equity
compensation plans not approved by security holders
|
—
|
—
|
—
|
Total
|
1,392,199
|
$19.85
|
2,193,500
|
(1)
|
The
number of securities to be issued upon exercise of outstanding
options,
warrants and rights includes 1,298,392 stock options and 93,807
deferred
stock units outstanding at December 31,
2006.
|
2006
|
2005
|
||||||
Audit
Fees
|
$
|
694,500
|
$
|
697,450
|
|||
Audit-Related
Fees
|
15,000
|
22,500
|
|||||
Tax
Fees
|
104,851
|
380,844
|
|||||
All
Other Fees
|
—
|
—
|
|||||
Total
|
$
|
814,351
|
(1)
|
$
|
1,100,794
|
(1)
|
(1)
|
Does
not include $27,627 and $23,680 in administrative and out-of-pocket
fees
paid for the years ended December 31, 2006 and 2005, respectively.
|
·
|
the
ninetieth day prior to the meeting,
or
|
·
|
the
tenth day following the date on which the date set for the meeting
is
first announced publicly.
|
1.
ELECTION
OF DIRECTORS:
o
FOR ALL
NOMINEES
o
WITHHOLD
AUTHORITY
FOR
ALL
NOMINEES
o
FOR
ALL
EXCEPT
(See instructions below)
|
NOMINEES:
/
/
STEPHEN
P. CORTINOVIS
/
/
STEPHANIE
A. CUSKLEY
/
/
JOHN
P. DUBINSKY
/
/
JUANITA
H. HINSHAW
/
/
ALFRED
T. MCNEILL
/
/
THOMAS
S. ROONEY, JR.
/
/
SHELDON
WEINIG
/
/
ALFRED
L. WOODS
|
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: / / |
2. | PROPOSAL TO APPROVE THE INSITUFORM TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN. |
o
For
|
|
o
Against
|
|
o
Abstain
|
|
3. | PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC AUDITORS. |
o
For
|
|
o
Against
|
|
o
Abstain
|
Note:
|
Please
sign exactly as your name or names appear on this Proxy. When shares
are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title
as
such. If the signer is a corporation, please sign full corporate
name by
duly authorized officer, giving full title as such. If signer is
a
partnership, please sign in partnership name by authorized person.
|