|
(1)
|
Title
of each class of securities to which transaction applies:
_________________
|
|
__________________________________________________________________
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
________________
|
|
(3)
|
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):
|
|
__________________________________________________________________
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
________________________
|
|
(5)
|
Total
fee paid:
_____________________________________________________
|
|
[ ]
|
Fee
paid previously with preliminary
materials.
|
[
]
|
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.
|
|
(1)
|
Amount
Previously Paid:
_____________________________________________
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
___________________________
|
|
(3)
|
Filing
Party:
_______________________________________________________
|
|
(4)
|
Date
Filed:
_______________________________________________________
|
(1)
|
to
elect seven directors,
|
(2)
|
to
ratify the appointment of PricewaterhouseCoopers LLP as our independent
auditors for the year ending December 31, 2008, and
|
(3)
|
to
transact any other business that may properly come before the meeting or
any adjournment(s) of the meeting.
|
28 | |||
MEETING AND VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 | COMPENSATION COMMITTEE REPORT . . . . . . . . . . | 29 |
PROPOSAL 1: ELECTION OF DIRECTORS . . . . . . . . . . . | 7 | ||
Reasons for the Board's Recommendation . . . . . . . | COMPENSATION IN LAST FISCAL YEAR . . . . . . . . . | 30 | |
to Vote for its Slate of Director Nominees . . . . . . . . | 7 | Summary Compensation Table . . . . . . . . . . . . . . . . . . . | 30 |
Grants of Plan-Based Awards . . . . . . .
. . . . . . . . . . .
|
31 | ||
Nominees . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . | 8 | Narrative for Summary Compensation | |
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . | 10 | Table and Grants of Plan-Based Awards | |
Independent Directors . . . . . . .
. . . . . . . . . . . . . . . . .
|
10 |
Table . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
|
32 |
Non-Executive Chairman of the
Board . . . . . . . . . .
|
10 | ||
Board Meetings and Committees . . . . . . . . . . . . . . . | 11 | End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 33 |
Corporate Governance Documents . . . . . . . . . . . . . | 13 |
Nonqualified Deferred Compensation . . . . . . . . . .
.
|
34 |
REPORT OF THE AUDIT COMMITTEE . . . . . . . . . . . . . . | 14 | Change of Control, Severance and | |
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . | 15 | Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 34 |
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 | STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 37 |
Stock Ownership Policy with Respect to | RELATED-PARTY TRANSACTIONS | 39 | |
Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . | 16 | SECTION 16(A) BENEFICIAL OWNERSHIP | |
EXECUTIVE COMPENSATION . . . . . . . . . . . . | 17 | REPORTING COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . | 40 |
COMPENSATION DISCUSSION AND ANALYSIS . . . . . . | 17 | EQUITY COMPENSATION PLAN INFORMATION . . . . . | 40 |
Overview of Executive Compensation | |||
Program . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
|
17 |
APPOINTMENT OF INDEPENDENT
AUDITORS . . . . . . .
|
41 |
Compensation Philosophy and Objectives . . . . . . . . | 17 | Independent Auditor's Fees . . . . . . . . . . . . . . . . . . . . | 41 |
Executive Compensation Process . . . . . . . . . . . . . . . . | 18 | ||
Benchmarking Target Executive | Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . | 42 | |
Compensation . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
|
18 |
OTHER
MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
|
42 |
Elements and Mix of Compensation . . . . . . . . . . . . . . | 19 | MANNER AND COST OF PROXY SOLICATION . . . . . . . | 43 |
Other Compensation Matters . . . . . . . . . . . . . . . . . . . | 26 | HOUSEHOLDING OF MATERIALS . . . . . . . . . . . . . . . . . . . | 43 |
Policy on Recoupment of Incentive | STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . | 43 | |
Compensation . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
|
27 | ||
Stock Ownership Policy with Respect to | DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 44 | |
Named Officers . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
|
27 | APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | A-1 |
·
|
First,
you are voting to elect seven directors. Each director, if
elected, will serve a term of one year or until his or her successor has
been elected and qualified.
|
·
|
Second,
you are voting to ratify the appointment of PricewaterhouseCoopers LLP as
our independent auditors for the year ending December 31,
2008.
|
·
|
In
addition, you may vote on other business, if it properly comes before the
meeting, or any adjournment(s) of the
meeting.
|
·
|
By Telephone or
Internet: You can vote by telephone or Internet by
following the instructions included on the enclosed WHITE proxy
card.
|
·
|
By Written
Proxy: You can vote by written proxy by signing, dating
and returning the enclosed WHITE proxy card in the postage-paid envelope
provided.
|
·
|
In Person: If
you are a record stockholder, you can vote in person at the
meeting.
|
·
|
If
your shares are registered in your name, you are a record
stockholder.
|
·
|
If
your shares are in the name of your broker or bank, your shares are held
in street name.
|
·
|
writing
to the attention of our corporate Secretary at the address of our
executive office prior to the date of the Annual
Meeting,
|
·
|
delivering
a later-dated proxy card prior to or at the Annual Meeting,
or
|
·
|
voting
in person at the Annual Meeting.
|
|
The
record date for the 2008 Annual Meeting of Stockholders is April 9,
2008. The record date is set by our Board of Directors, as
required by Delaware law. Record stockholders at the close of
business on the record date are entitled
to:
|
·
|
receive
notice of the meeting, and
|
·
|
vote
at the meeting, or at any adjournment(s) of the
meeting.
|
|
You
should specify your choice for each proposal on the enclosed WHITE proxy
card. If no specific instructions are given, WHITE proxies that
are signed and returned will be voted “FOR” the election of the director
nominees named in this Proxy Statement and “FOR” the ratification of the
appointment of PricewaterhouseCoopers LLP as our independent auditors for
the year ending December 31, 2008.
|
|
In
addition, as discussed above, if you vote using a WHITE proxy
card, your shares will be voted “AGAINST” the TRF proposal for
amendment of our Amended and Restated By-Laws to set the size of the Board
of Directors at six. For any stockholder proposal, an
abstention will have the same effect as a vote “AGAINST” the
proposal.
|
|
Broker
“non-votes” will not be counted as present for the purpose of determining
the presence of a quorum unless these shares are voted on another matter
presented at the Annual Meeting. A broker “non-vote” occurs
when a broker or nominee holding shares for a beneficial owner does not
vote on a particular proposal because the broker or
nominee:
|
·
|
has
not received voting instructions on a particular matter from the
beneficial owner or persons entitled to vote,
and
|
·
|
does
not have discretionary voting power on the
matter.
|
|
If
none of TRF’s director nominees are nominated to the Board at the Annual
Meeting, then the election of the directors will not be a
“non-discretionary” item.
|
|
Abstentions
will be counted as present for the purpose of determining the presence of
a quorum for transacting business at the Annual Meeting and as votes cast
on Proposal 2, ratification of the appointment of PricewaterhouseCoopers
LLP as our independent auditors for the year ending December 31, 2008, and
for stockholder proposals properly brought before the Annual Meeting.
Because these proposals require a majority of the votes cast for approval,
an abstention will have the effect of a vote against the
proposal.
|
|
Our
Amended and Restated By-Laws require that a quorum must be present to
conduct business at the Annual Meeting. To constitute a quorum,
a majority of the outstanding shares of our common stock must be
represented, in person or by proxy at the Annual
Meeting.
|
|
Who
should I call with questions?
|
J. JOSEPH BURGESS | Director
since 2008
Age
49
|
Our
President and Chief Executive Officer since April 14, 2008; President and
Chief Executive Officer of Veolia Water North America (a leading provider
of water and wastewater services to municipal, federal and industrial
customers) from 2005 until joining our Company in 2008; Chief Operating
Officer of Veolia Water North America from 2003 to 2005 and as its Vice
President and General Manager for the Northeast business center from 2002
to 2003; Executive Vice President for Water Systems Operations for Ogden
Projects (later renamed Covanta Water; a subsidiary of Ogden Corporation
that specialized in waste-to-energy projects for municipalities) prior
thereto.
Member
of our Strategic Planning
Committee.
|
STEPHEN P. CORTINOVIS | Director
since 1997
Age
58
|
Co-owner
of Lasco Foods, Inc. (a food services industry manufacturer and
distributor) since 2005; Partner of Bridley Capital Partners (a private
equity firm) from 2001 until 2007; President - Europe of Emerson Electric
Co. from 1977 until 2001; Director: Plexus Corp. and Lasco Foods,
Inc.
Member
of our Corporate Governance & Nominating Committee and Strategic
Planning Committee.
|
STEPHANIE A. CUSKLEY | Director
since 2005
Age
47
|
Managing Director and Group Head – Mid Cap Investment
Banking Coverage of JPMorgan Securities from 2003 until 2005; Managing
Director and Project Manager – LeadershipMorganChase of JPMorgan Chase
from 2001 until 2003; Director: Avantair, Inc.
Chair
of our Audit Committee and member of our Compensation
Committee.
|
JOHN P. DUBINSKY | Director
since 2002
Age
64
|
President and Chief Executive Officer of Westmoreland
Associates, LLC (a financial consulting company) since before 2001;
President and Chief Executive Officer of CORTEX (a public purpose
non-profit established to buy property for the development of a
biotechnology corridor in the St. Louis, Missouri area) since 2003;
Vice Chairman: BJC HealthCare; Director: Stifel Financial Corp.;
Trustee: Barnes-Jewish Hospital.
Chair
of our Strategic Planning Committee and member of our Compensation
Committee.
|
JUANITA H. HINSHAW | Director
since 2000
Age
63
|
President and Chief Executive Officer of H & H
Advisers (a financial advisory company) since 2005; Senior Vice President
and Chief Financial Officer of Graybar Electric Company, Inc. (electrical
and communications distributor) from before 2001 until 2005;
Director: Synergetics USA, Inc. and The Williams Company,
Inc.
Chair
of our Compensation Committee and member of our Audit
Committee.
|
SHELDON
WEINIG
|
Director
since 1992
Age
80
|
Adjunct
Professor at Columbia University and at State University of New York,
Stony Brook from before 2001; Director: Sion Power Corporation and Math
for America.
Chair
of our Corporate Governance & Nominating Committee and member of
our Audit Committee
|
ALFRED L. WOODS | Director
since 1997
Age
64
|
Chairman
of the Board since 2003; Our Interim Chief Executive Officer from August
13, 2007 through April 14, 2008; President of Woods Group, LLC (a
management consulting company) since before 2001; Chairman and Chief
Executive Officer of R&S/Strauss, Inc., a specialty retail chain, from
before 2000 until 2001; Director: Clutchmobile,
Inc.
|
·
|
the
appointment, compensation, retention and termination of our independent
auditors and of our internal
auditors;
|
·
|
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;
|
·
|
oversight
of our internal auditors’ work;
|
·
|
review
of the scope and results of our internal
controls;
|
·
|
approval
of the professional services provided by our independent auditors;
and
|
·
|
review
of the independence of our independent
auditors.
|
·
|
PricewaterhouseCoopers LLP’s responsibility under generally accepted auditing standards; |
·
|
significant accounting policies; |
·
|
management judgments and accounting estimates; |
·
|
audit adjustments that individually or in the aggregate could have a significant effect on our financial reporting process; |
·
|
PricewaterhouseCoopers LLP’s judgments about the quality of our accounting principles; |
·
|
other information in documents containing audited financial statements; |
·
|
disagreements
with our management, including the application of accounting principles,
scope
of audit, disclosures and the wording of PricewaterhouseCoopers LLP’s
report;
|
·
|
consultation with other accountants by management; |
·
|
major
issues discussed with our management prior to retention of
PricewaterhouseCoopers
LLP;
and
|
·
|
difficulties encountered in performing the audit. |
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
|
2007
|
$47,500
|
$78,156
|
—
|
—
|
—
|
—
|
$125,656
|
Stephanie
A. Cuskley
|
2007
|
57,500
|
78,156
|
—
|
—
|
—
|
—
|
135,656
|
John
P. Dubinsky
|
2007
|
53,500
|
78,156
|
—
|
—
|
—
|
—
|
131,656
|
Juanita
H. Hinshaw
|
2007
|
57,500
|
78,156
|
—
|
—
|
—
|
—
|
135,656
|
Alfred
T. McNeill(4)
|
2007
|
47,500
|
78,156
|
—
|
—
|
—
|
—
|
125,656
|
Sheldon
Weinig
|
2007
|
57,500
|
78,156
|
—
|
—
|
—
|
—
|
135,656
|
(1)
|
For
information concerning compensation in fiscal year 2007 earned by or paid
to Alfred L. Woods, our Chairman of the Board and, from August 13, 2007
through April 14, 2008, our Interim Chief Executive Officer, please see
the Summary Compensation Table in this Proxy
Statement.
|
(2)
|
Represents
the amount recognized for financial statement reporting purposes during
2007 and the award date fair value, calculated in accordance with FAS
123(R), with respect to deferred stock units awarded on April 25, 2007, in
the following amounts: 3,600 to each of Messrs. Cortinovis,
Dubinsky, McNeill and Weinig and Mmes. Cuskley and
Hinshaw. Please refer to Note 8, “Equity-Based Compensation,”
in the Notes to Consolidated Financial Statements contained in our Annual
Report on Form 10-K, filed on March 10, 2008, for a discussion regarding
the valuation of our stock awards. The aggregate number of
stock awards outstanding at December 31, 2007, was as
follows: Mr. Cortinovis, 16,325; Ms. Cuskley, 10,000; Mr.
Dubinsky, 16,325; Ms. Hinshaw, 16,325; Mr. McNeill, 13,200; Mr. Weinig,
16,325; and Mr. Woods, 62,416.
|
(3)
|
The
aggregate number of option awards outstanding at December 31, 2007, was as
follows: Mr. Cortinovis, 37,500; Mr. Dubinsky, 15,000; Ms.
Hinshaw, 22,500; Mr. Weinig, 31,500; and Mr. Woods,
37,500. Neither Ms. Cuskley nor Mr. McNeill previously received
an option award.
|
(4)
|
Mr.
McNeill served as a member of our Board of Directors until his death in
March 2008.
|
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
|
§ American
States Water Co.
|
§ MasTec
Inc.
|
|
§ Chicago
Bridge & Iron Co. NV
|
§ Michael
Baker Corp.
|
|
§ Dycom
Industries Inc.
|
§ Perini
Corp.
|
|
§ ENGlobal
Corp.
|
§ Preformed
Line Products Company
|
|
§ Foster
Wheeler Ltd.
|
§ Quanta
Services Inc.
|
|
§ Granite
Construction Inc.
|
§ Sterling
Construction Co. Inc.
|
|
§ Kennametal
Inc.
|
§ Vectren
Corp.
|
|
§ Layne
Christensen Co.
|
§
|
base
salary;
|
§
|
annual
cash incentive compensation; and
|
§
|
long-term
incentive compensation.
|
·
|
losses
associated with the write-down of assets of a discontinued business
operation or a business operation to be
liquidated;
|
·
|
gains
or losses on the sale of any subsidiary, business unit or division or
their assets or business;
|
·
|
gains
or losses on the disposition of material capital assets or the refinancing
of indebtedness;
|
·
|
losses
associated with the write-down of goodwill or other intangible assets due
to impairment;
|
·
|
net
gains or losses from material property casualty events or condemnation
awards;
|
·
|
other
material income or loss the realization of which is not directly
attributable to current senior
management;
|
·
|
any
effect from a change in generally accepted accounting principles from
those previously used; and
|
·
|
income
taxes or benefits of any of the
above.
|
·
|
adjusting
the future compensation of the executive officer or key
employee;
|
·
|
terminating
the employment of the executive officer or key employee;
and
|
·
|
pursuing
other legal remedies against the executive officer or key
employee.
|
Named Executive Officer
|
Date
Subject to
Policy
|
Subject Salary
|
10-Day
Average
Closing Price
|
Required
Share
Ownership
|
Thomas
E. Vossman
|
July
25, 2006
|
$310,000
|
$22.52
|
13,765
|
David
F. Morris
|
July
25, 2006
|
240,000
|
22.52
|
10,657
|
David
A. Martin
|
August
13, 2007
|
275,000
|
16.66
|
16,506
|
Alexander
J. Buehler
|
July
25, 2006
|
195,000
|
22.52
|
8,658
|
·
|
reviewed
and discussed the Compensation Discussion and Analysis with management,
and
|
·
|
in
reliance on such review and discussions, approved the inclusion of such
Compensation
Discussion
and Analysis in this Proxy
Statement.
|
Name
and Principal
Position
|
Year
|
Salary
($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive
Plan
Compensation
($)(4)
|
All
Other
Compensation
($)(5)
|
Total
($)
|
Alfred
L. Woods(6)
Chairman of the
Board
and Interim
Chief
Executive Officer
|
2007
|
–
|
$138,944(7)
|
–
|
–
|
$ 46,000(8)
|
$
184,944
|
Thomas
S. Rooney, Jr.
(9)
Former
President and
Chief Executive
Officer
|
2007
2006
|
$404,337
630,000
|
257,803
385,921
|
$ 310,835
1,087,050
|
–
$264,000
|
1,015,133
31,567
|
1,526,997
2,398,538
|
David
A. Martin
Vice
President and
Chief
Financial
Officer
|
2007
2006
|
267,025
178,075
|
28,123
–
|
237,764
42,305
|
–
65,000
|
18,695
19,817
|
551,607
305,197
|
Thomas
E. Vossman
Senior
Vice President
and
Chief Operating
Officer
|
2007
2006
|
370,001
310,000
|
131,875
48,981
|
251,031
247,648
|
–
70,000
|
20,475
20,620
|
773,382
697,249
|
David
F. Morris
Senior
Vice President,
General
Counsel and
Chief
Administrative
Officer
|
2007
2006
|
306,597
240,000
|
82,970
30,960
|
201,866
141,671
|
–
72,000
|
20,691
22,679
|
612,124
507,310
|
Alexander
J. Buehler
Vice
President –
Marketing
and
Technology
|
2007
2006
|
214,846
195,000
|
78,076
–
|
45,338
–
|
–
34,000
|
15,704
11,439
|
353,964
240,439
|
(1)
|
Includes
amounts earned but deferred at the election of the executive officer under
our nonqualified deferred compensation
plan.
|
(2)
|
Represents
the dollar amount recognized for financial statement reporting purposes in
accordance with FAS 123(R) with respect to deferred stock units, in the
case of Mr. Woods, and restricted stock and restricted stock units for the
other Named Officers. Please refer to Note 8, “Equity-Based
Compensation,” in the Notes to Consolidated Financial Statements contained
in our Annual Report on Form 10-K, filed on March 10, 2008, for a
discussion regarding the valuation of our stock
awards.
|
(3)
|
Represents
the dollar amount recognized for financial statement reporting purposes in
accordance with FAS 123(R) with respect to options to purchase shares of
our common stock, before reflecting forfeitures, awarded to Named Officers
(other than Mr. Woods). The amounts recognized include expenses
for 25% of each of the option grants to our Named Officers on January 11,
2007 that were immediately vested on the date of grant, which options were
voluntarily cancelled as of December 31, 2007, as well as the expense
associated with a portion of options granted in 2005 and
2006. Please refer to Note 8, “Equity-Based Compensation,” in
the Notes to Consolidated Financial Statements contained in our Annual
Report on Form 10-K, filed on March 10, 2008, for a discussion regarding
the valuation of our option awards.
|
(4)
|
Represents
bonuses awarded under our 2006 Management Annual Incentive
Plan.
|
(5)
|
Represents
the following amounts paid or accrued in 2007: Mr. Rooney,
$789,548 in severance payments made pursuant to that certain Executive
Separation and Release Agreement effective as of August 13, 2007, $8,829
in employer-matching contributions under our 401(k) Profit Sharing Plan,
$600 in term life insurance premiums, a $6,300 car allowance and $3,725 in
club membership dues and related fees; Mr. Martin, $7,840 in
employer-matching contributions under our 401(k) Profit Sharing Plan and
nonqualified deferred compensation plan, $55 in term life insurance
premiums and a $10,800 car allowance; Mr. Vossman, $9,000 in
employer-matching contributions under our 401(k) Profit Sharing Plan, $675
in term life insurance premiums and a $10,800 car
allowance; Mr. Morris, $9,000 in employer-matching
contributions under our 401(k) Profit Sharing Plan, $891 in term life
insurance premiums and a $10,800 car allowance; and Mr.
Buehler, $4,501 in employee-matching contributions under our 401(k) Profit
Sharing Plan, $403 in term life insurance premiums and a $10,800 car
allowance.
|
(6)
|
Mr.
Woods served as our Interim Chief Executive Officer from August 13, 2007
through April 14, 2008. Mr. Woods did not receive a salary for
his service as Interim Chief Executive Officer in 2007; rather he received
compensation in the form of deferred stock
units.
|
(7)
|
Includes
the award of 6,400 deferred stock units on April 25, 2007 in connection
with Mr. Woods’ service as the Chairman of our Board of
Directors.
|
(8)
|
The
amount shown consists of fees paid to Mr. Woods in connection with his
service on our Board of Directors. For more information
regarding the director fees paid to Mr. Woods for 2007, please refer to
“Additional Information About Director Compensation” in this Proxy
Statement.
|
(9)
|
Mr.
Rooney resigned as President and Chief Executive Officer on August 13,
2007. Mr. Rooney's resignation caused the reversal by the Company of
$461,111 in compensation expense in
2007.
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under Non-
Equity Incentive Plan
Awards(1)
|
Estimated
Future Payouts Under
Equity Incentive Plan
Awards
|
All
Other
Stock
Awards: Number
of
Shares
of Stock or
Units
(#)
|
All
Other
Option
Awards: Number of Securities Underlying Options
(#)(3)
|
Exercise
or
Base Price of Option Awards ($/Sh)
|
Grant
Date
Fair Value of
Stock
and Option
Awards
($)(4)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)(2)
|
Maximum
(#)
|
||||||
Alfred
L. Woods
|
4/25/2007
|
—
|
—
|
—
|
—
|
—
|
—
|
6,400(5)
|
—
|
—
|
$
138,944
|
8/23/2007
|
—
|
—
|
—
|
—
|
—
|
—
|
33,291(6)
|
—
|
—
|
524,999
|
|
Thomas
S. Rooney, Jr.
|
1/11/2007
|
$161,094
|
$322,188
|
$644,375
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1/11/2007
|
—
|
—
|
—
|
—
|
17,404
|
—
|
—
|
—
|
—
|
445,542
|
|
1/11/2007
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
113,343
|
$25.60
|
1,243,373
|
|
David
A. Martin
|
1/11/2007
|
—
|
—
|
—
|
—
|
1,500
|
—
|
—
|
—
|
—
|
38,400
|
8/23/2007
|
—
|
—
|
—
|
—
|
8,340
|
—
|
—
|
—
|
—
|
131,522
|
|
8/23/2007
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
53,106
|
15.77
|
370,871
|
|
Thomas
E. Vossman
|
1/11/2007
|
88,021
|
176,042
|
352,083
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1/11/2007
|
—
|
—
|
—
|
—
|
9,510
|
—
|
—
|
—
|
—
|
243,456
|
|
David
F. Morris
|
1/11/2007
|
50,260
|
100,521
|
201,042
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1/11/2007
|
—
|
—
|
—
|
—
|
5,430
|
—
|
—
|
—
|
—
|
139,008
|
|
8/23/2007
|
—
|
—
|
—
|
—
|
2,661
|
—
|
—
|
—
|
—
|
41,964
|
|
8/23/2007
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
14,451
|
15.77
|
100,920
|
|
Alexander
J. Buehler
|
1/11/2007
|
—
|
—
|
—
|
—
|
3,622
|
—
|
—
|
—
|
—
|
92,723
|
(1)
|
Represents
estimated future payouts under our Long-Term Incentive Plan for the 2007
– 2009 performance period. The target amount is
earned if performance targets are achieved. Any awards earned
under our Long-Term Incentive Plan for the 2007 – 2009 performance period
would be paid in 2010.
|
(2)
|
Represents
the number of restricted stock units awarded in 2007. These
restricted stock units (including the restricted stock units awarded to
Messrs. Martin and Morris on August 23, 2007) will fully vest on January
11, 2010, provided that employment continues through such
date.
|
(3)
|
Does
not include grants of stock options to Messrs. Martin, Vossman, Morris and
Buehler on January 11, 2007 that were voluntarily cancelled by such Named
Officers as of December 31, 2007. See “Narrative for Summary
Compensation Table and Grants of Plan-Based Awards Table” below for more
information about the cancelled
options.
|
(4)
|
Represents
the grant date fair value of $25.60 per share for the restricted stock
unit awards to the Named Officers and $10.97 per share for the stock
option grant to Mr. Rooney on January 11, 2007 and $15.77 per share for
the restricted stock unit awards and $6.98 per share for the stock option
grants on August 23, 2007 to Messrs. Martin and Morris on August 23, 2007,
each computed in accordance with FAS 123(R). Please refer to
Note 8, “Equity-Based Compensation,” in the Notes to Consolidated
Financial Statements contained in our Annual Report on Form 10-K, filed on
March 10, 2008, for a discussion regarding the valuation of our stock and
option awards.
|
(5)
|
Mr.
Woods was awarded 6,400 deferred stock units in April 2007 as director
compensation.
|
(6)
|
Mr.
Woods was awarded 33,291 deferred stock units in August 2007 in connection
with his service as Interim Chief Executive Officer. These
deferred stock units vested on April 14, 2008, upon the appointment of our
new President and Chief Executive
Officer.
|
Option
Awards
|
Stock
Awards
|
||||||||
Name(1)
|
Number
of
Securities
Underlying Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of Securities Underlying Unexercised Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
that
Have
Not
Vested
(#)(2)
|
Market
Value
of
Shares
or
Units
of
Stock
that
Have
Not
Vested
($)(3)
|
Equity
Incentive
Plan
Awards:
Number of Unearned Shares,
Units,
or
Other
Rights
that Have Not Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of Unearned
Shares,
Units,
or
Other
Rights
that
Have
Not
Vested
($)
|
Alfred
L. Woods
|
15,000
|
—
|
—
|
$13.81
|
12/18/08
|
—
|
—
|
—
|
—
|
7,500
|
—
|
—
|
28.94
|
2/17/10
|
—
|
—
|
—
|
—
|
|
7,500
|
—
|
—
|
29.06
|
3/19/11
|
—
|
—
|
—
|
—
|
|
7,500
|
—
|
—
|
23.85
|
6/03/12
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
33,291
|
$492,707
|
—
|
—
|
|
David
A. Martin
|
2,750
|
—
|
—
|
29.06
|
3/19/11
|
—
|
—
|
—
|
—
|
4,353
|
—
|
—
|
23.92
|
2/25/12
|
—
|
—
|
—
|
—
|
|
2,750
|
—
|
—
|
12.50
|
3/7/10
|
—
|
—
|
—
|
—
|
|
3,750
|
—
|
—
|
16.26(4)
|
5/25/11
|
—
|
—
|
—
|
—
|
|
1,250
|
—
|
—
|
15.50
|
5/25/11
|
—
|
—
|
—
|
—
|
|
3,375
|
1,125
|
—
|
14.65
|
5/5/12
|
—
|
—
|
—
|
—
|
|
2,000
|
2,000
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
|
13,276
|
39,829
|
15.77
|
1/11/14
|
—
|
—
|
—
|
—
|
||
—
|
—
|
—
|
—
|
—
|
9,840
|
145,632
|
—
|
—
|
|
Thomas
E. Vossman
|
19,500
|
6,500
|
—
|
14.65
|
5/5/12
|
—
|
—
|
—
|
—
|
17,150
|
17,150
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
18,710
|
276,908
|
—
|
—
|
|
David
F. Morris
|
10,125
|
3,375
|
—
|
14.65
|
5/5/12
|
—
|
—
|
—
|
—
|
10,050
|
10,050
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
|
3,613
|
10,838
|
15.77
|
1/11/14
|
—
|
—
|
—
|
—
|
||
—
|
—
|
—
|
—
|
—
|
13,691
|
202,627
|
—
|
—
|
|
Alexander
J. Buehler
|
4,350
|
1,450
|
—
|
14.65
|
5/05/12
|
—
|
—
|
—
|
—
|
4,850
|
4,850
|
—
|
19.41
|
1/5/13
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
—
|
12,022
|
177,926
|
|||
(1)
|
No
stock options or other stock-based awards were outstanding for Thomas S.
Rooney, Jr. as of December 31, 2007. Does not include
grants of stock options to Messrs. Martin, Vossman, Morris and Buehler on
January 11, 2007, in the amounts of 4,000, 61,930, 35,362 and 8,372
shares, respectively, that were voluntarily cancelled by such Named
Officers as of December 31, 2007.
|
(2)
|
Represents
the number of shares of deferred stock units, restricted stock or
restricted stock units, awarded as follows: Mr. Woods, 33,291
deferred stock units on August 23, 2007; Mr. Martin, 1,500 restricted
stock units on January 11, 2007 and 8,340 restricted stock units on August
23, 2007; Mr. Vossman, 4,000 shares of restricted stock on May
5, 2005, 5,200 shares of restricted stock on January 5, 2006 and 9,510
restricted stock units on January 11, 2007; Mr. Morris, 2,000 shares of
restricted stock on May 5, 2005, 3,600 shares of restricted stock on
January 5, 2006, 5,430 restricted stock units on January 11, 2007 and
2,661 restricted stock units on August 23, 2007; and Mr. Buehler, 3,900
shares of restricted stock on May 5, 2005, 4,500 shares of restricted
stock on January 5, 2006 and 3,622 restricted stock units on January 11,
2007. The shares of restricted stock and restricted stock units
will fully vest on the third anniversary of the date of award, except that
the awards of restricted stock units to Mr. Morris and Mr. Martin on
August 23, 2007 shall vest on January 11, 2010; provided, however, that in
each case employment continues through such
date.
|
(3)
|
Represents
the value of shares of restricted stock and restricted stock units
calculated on the basis of the closing price of our common stock on The
Nasdaq Global Select Market on December 31, 2007 ($14.80 per
share).
|
(4)
|
Effective
December 29, 2006, the exercise price with respect to 3,750 options
granted to Mr. Martin on May 25, 2004 was increased from $15.50 to $16.26
in order to avoid a 20% excise tax at exercise of the options under
Section 409A of the Internal Revenue Code of 1986, as
amended.
|
Name
|
Executive
Contribution
in
Last
FY
($)(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.
|
$192,620
|
—
|
$11,849
|
—
|
$743,026
|
David
A. Martin
|
6,500
|
$1,160
|
1,114
|
—
|
16,549
|
David
F. Morris
|
18,000
|
—
|
2,207
|
—
|
31,177
|
(1)
|
Named
Officer and registrant contributions also are reported in the “Salary” and
“Other Compensation” columns, respectively, of the Summary Compensation
Table.
|
(2)
|
Amounts
credited do not constitute above-market
earnings.
|
Named
Officer
|
Amount
Recognized
for
Stock
Option
Awards
($)
|
Amount
Recognized
for
Restricted
Stock
or
Restricted
Stock
Unit
Awards
($)
|
Amount
Recognized
for
Deferred
Stock
Unit
Awards
($)
|
Alfred
L. Woods
|
–
|
–
|
$
524,999
|
David
A. Martin
|
$158,486
|
$141,799
|
–
|
Thomas
E. Vossman
|
29,130
|
205,526
|
–
|
David
F. Morris
|
58,851
|
157,989
|
–
|
Alexander
J. Buehler
|
7,939
|
98,825
|
–
|
TOTAL
|
$254,406
|
$604,139
|
$524,999
|
Involutary
Termination
without
Cause Following
Change
in Control
|
Volutary
Termination
for
Good Reason
Following
Change in
Control
|
||||||
Type
of Payment
|
First 24
Months(1)
|
After 24
Months
|
First 24
Months(1)
|
After
24
Months
|
|||
Base
Salary(2)
|
$1,000,000
|
$500,000
|
$1,000,000
|
N/A
|
|||
Medical
Insurance Cost(3)
|
12,914
|
6,457
|
12,914
|
N/A
|
|||
Dental
Insurance Cost(4)
|
1,338
|
669
|
1,338
|
N/A
|
|||
Long-Term
Performance Cash(5)
|
90,278
|
90,278
|
90,278
|
N/A
|
|||
Stock
Options(6)
|
650,000
|
650,000
|
650,000
|
N/A
|
|||
Restricted
Stock(7)
|
1,955,000
|
1,955,000
|
1,955,000
|
N/A
|
|||
TOTAL
|
$3,709,530
|
$3,202,404
|
$3,709,530
|
N/A
|
(1)
|
Does
not include any amount by which the severance payment would be reduced for
compensation received from a successor employer, for any severance payment
owed due to a termination event occurring after the first 12 months of
employment and prior to the end of the initial 24-month
period.
|
(2)
|
Assumes
Mr. Burgess’ current base salary of
$500,000.
|
(3)
|
Based
on a current monthly medical insurance cost to the Company of
$538.08.
|
(4)
|
Based
on a current monthly dental insurance cost to the Company of
$55.77.
|
(5)
|
Assumes
a termination at the end of the twelfth full month of employment, where
the amount owed would be equal to one-third of the target long-term
performance cash award.
|
(6)
|
Represents
the nominal value of the option to purchase 52,784 shares of our common
stock granted to Mr. Burgess on April 14, 2008; assumes a termination as
of April 14, 2008, the date of
grant.
|
(7)
|
Represents
the aggregate nominal value of the 155,876 shares of restricted stock
granted to Mr. Burgess on April 14, 2008; assumes a termination as of
April 14, 2008, the date of the
awards.
|
·
|
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 . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
|
3,573,650(2)
|
13.01%
|
Invesco
Ltd.
1360
Peachtree Street, NE
Atlanta,
Georgia 30309 . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
|
3,128,760(3)
|
11.39
|
KBC
Asset Management Ltd.
Joshua
Dawson House
Dawson
Street
Dublin
2
Ireland
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
|
2,976,723(4)
|
10.84
|
Pictet
Asset Management SA
60
Route Des Acacias
Geneva
73, Switzerland CH-12 11 . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
|
2,012,300(5)
|
7.33
|
Barrow,
Hanley, Mewhinney & Strauss, Inc.
2200
Ross Avenue, 31st
Floor
Dallas,
Texas 75201-2761 . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
|
1,878,600(6)
|
6.84
|
Water
Asset Management LLC
425
Park Avenue
New
York, New York 10022 . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
|
1,466,008(7)
|
5.34
|
Barclays
Global Investors NA
45
Fremont Street
San
Francisco, California 94105 . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
|
1,437,779(8)
|
5.23
|
Alexander
J. Buehler . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
|
43,431(9)
|
—
(10)
|
J. Joseph Burgess . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
208,660(11)
|
— (10)
|
Stephen
P. Cortinovis . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
|
68,825(12)
|
—
(10)
|
Stephanie
A. Cuskley . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
|
17,559(13)
|
—
(10)
|
John
P. Dubinsky . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
|
41,477(14)
|
—
(10)
|
Juanita
H. Hinshaw . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
|
40,825(15)
|
—
(10)
|
David
A. Martin . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
|
73,679(16)
|
—
(10)
|
David
F. Morris . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
|
78,898(17)
|
—
(10)
|
Thomas
S. Rooney, Jr . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
|
4,182(18)
|
—
(10)
|
Thomas
E. Vossman . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
|
97,285(19)
|
—
(10)
|
Sheldon
Weinig . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
|
56,825(20)
|
—
(10)
|
Alfred
L. Woods . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
|
102,416(21)
|
—
(10)
|
Directors
and executive officers as a group (12 persons) . . . . . . . . . . .
. . .
|
845,324(22)
|
3.09%
|
(1)
|
Except
as otherwise indicated, as of April 14, 2008, 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 April
14, 2008, 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 April 14,
2008. A director would only receive shares of common stock in
connection with deferred stock units within 60 days after April 14,
2008 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 13,
2008. T. Rowe Price Associates, Inc. has sole voting power with
respect to 1,049,500 shares of our common stock, sole dispositive power
with respect to 3,573,650 shares of our common stock and no shared voting
or dispositive power. T. Rowe Price Small-Cap Value Fund, Inc.
has sole voting power with respect to 1,675,000 shares, no shared voting
power and no sole or shared dispositive power. These securities
are owned by various individual and institutional investors for which T.
Rowe Price Associates, Inc. serves as investment adviser. 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 Invesco,
Ltd. with the Securities and Exchange Commission on February 9, 2008, as
amended by the Schedule 13G/A filed on February 13, 2008, on behalf of the
following subsidiaries: PowerShares Capital Management LLC,
Invesco Asset Management Limited, Invesco Asset Management Ireland Limited
and Invesco National Trust Company (collectively, the
“Subsidiaries”). The information in the Schedule 13G indicates
that the Subsidiaries, each an investment adviser, beneficially own
3,128,760 shares and have sole voting and dispositive power with respect
to these shares as follows: PowerShares Capital Management LLC,
2,782,110 shares; Invesco Asset Management Limited, 293,900 shares;
Invesco Asset Management Ireland Limited, 48,000 shares; and Invesco
National Trust Company, 4,750 shares. The Subsidiaries
have no shared voting or dispositive
power.
|
(4)
|
The
information provided herein is based on a Schedule 13G filed jointly by
KBC Asset Management Ltd., KBC Group NV, KBC Asset Management NV and KBC
Bank NV (the “KBC Group”) with the Securities and Exchange Commission on
August 28, 2007. The KBC Group has shared voting and
dispositive power with respect to all 2,976,723 shares and no sole voting
or dispositive power.
|
(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 January
11, 2008. The information in the Schedule 13G/A indicates that
Pictet Asset Management SA, is the beneficial owner of 2,012,300 shares
and 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, which are owned of record and beneficially by
three non-U.S. investment funds that are managed by Pictet Asset
Management SA.
|
(6)
|
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 13, 2008. The information in the
Schedule 13G indicates that Barrow, Hanley, Mewhinney & Strauss, Inc.,
an investment adviser, is the beneficial owner of 1,878,600 shares and has
sole voting power with respect to 844,500 of these shares, shared voting
power with respect to 1,034,100 of these shares and sole dispositive power
with respect to all 1,878,000 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.
|
(7)
|
The
information provided herein is based on a Schedule 13D/A filed jointly by
Water Asset Management, LLC, Matthew J. Diserio, Disque D. Deane, Jr., TRF
Master Fund (Cayman), LP and Water Investment Advisors (Cayman), Ltd.
(collectively, “TRF”) with the Securities and Exchange Commission on
January 25, 2008. The information in the Schedule 13D/A
indicates that TRF is the beneficial owner of 1,466,008 shares and has
shared voting and shared dispositive power with respect to all 1,466,008
shares.
|
(8)
|
The
information provided herein is based on a Schedule 13G filed by Barclays
Global Investors NA with the Securities and Exchange Commission on
February 5, 2008. The information in the Schedule 13G indicates
that Barclays Global Investors (Deutchland) AG, an investment adviser, is
the beneficial owner of 1,437,779 shares and has sole voting power with
respect to 1,065,564 of these shares and sole dispositive power with
respect to all 1,437,779 of these shares. The shares reported
are held by Barclays Global Investors NA in trust accounts for the
economic benefit of the beneficiaries of those accounts.
|
(9)
|
Represents
options to purchase 14,575 shares of stock and 28,856 shares of restricted
stock. Does not include the award of 3,622 restricted stock
units on January 11, 2007, which units shall vest on January 11, 2010,
provided employment continues through such
date.
|
(10)
|
Less
than one percent.
|
(11)
|
Represents
an option to purchase 52,784 shares of stock and 155,876 shares of
restricted stock.
|
(12)
|
Represents
15,000 shares of common stock, options to purchase 37,500 shares of stock
and 16,325 deferred stock units.
|
(13)
|
Represents
7,559 shares of common stock and 10,000 deferred stock
units.
|
(14)
|
Represents
10,152 shares of common stock, options to purchase 15,000 shares of stock
and 16,325 deferred stock units.
|
(15)
|
Represents
2,000 shares of common stock, options to purchase 22,500 shares of stock
and 16,325 deferred stock units.
|
(16)
|
Represents
1,595 shares of common stock, options to purchase 48,905 shares of stock
and 23,179 shares of restricted stock. Does not include the
award of 1,500 restricted stock units on January 11, 2007 and 8,340
restricted stock units on August 23, 2007, all of which units shall vest
on January 11, 2010, provided employment continues through such
date.
|
(17)
|
Represents
10,000 shares of common stock, options to purchase 35,801 shares of stock
and 33,097 shares of restricted stock. Does not include the
award of 5,430 restricted stock units on January 11, 2007 and 2,661
restricted stock units on August 23, 2007, all of which units shall vest
on January 11, 2010, provided employment continues through such
date.
|
(18)
|
Mr.
Rooney’s employment terminated on August 13, 2007; ownership represents
4,182 shares of common stock underlying deferred stock units that were
distributed on March 1, 2008.
|
(19)
|
Represents
options to purchase 51,725 shares of stock and 45,560 shares of restricted
stock. Does not include the award of 9,510 restricted stock
units on January 11, 2007, which units shall vest on January 11, 2010,
provided employment continues through such
date.
|
(20)
|
Represents
9,000 shares of common stock, options to purchase 31,500 shares of stock
and 16,325 deferred stock units.
|
(21)
|
Represents
2,500 shares of common stock, options to purchase 37,500 shares of stock
and 62,416 deferred stock units.
|
(22)
|
Includes
options to purchase 286,364 shares of stock, 134,127 shares of restricted
stock and 137,716 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
|
1,167,174
|
$20.70
|
1,946,503
|
Equity
compensation plans not approved by security holders
|
—
|
—
|
—
|
Total
|
1,167,174
|
$20.70
|
1,946,503
|
(1)
|
The
number of securities to be issued upon exercise of outstanding options,
warrants and rights includes 909,987 stock options, 47,789 restricted
stock units, 54,300 shares of restricted stock and 155,098 deferred stock
units outstanding at December 31,
2007.
|
2007
|
2006
|
|
Audit
Fees
|
$857,745
|
$694,500
|
Audit-Related
Fees
|
12,000
|
15,000
|
Tax
Fees
|
—
|
104,851
|
All
Other Fees
|
—
|
—
|
Total
(1)
|
$869,745
|
$814,351
|
|
(1)
|
Does
not include $15,953 and $27,627 in administrative and out-of-pocket fees
paid for the years ended December 31, 2007 and 2006,
respectively.
|
·
|
nominate
the following five (5) individuals to our Board: Alfonse M. D’Amato,
Disque D. Deane Jr., Matthew J. Diserio, Richard Onses and Nickolas W.
Vande Steeg; and
|
·
|
propose
an amendment to our Amended and Restated By-Laws to set the number of
directors on our Board at six.
|
·
|
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.
|
Name
|
Business
Address
|
J. Joseph
Burgess
|
*
|
Stephen
P. Cortinovis
|
*
|
Stephanie
A. Cuskley
|
*
|
John
P. Dubinsky
|
*
|
Juanita
H. Hinshaw
|
*
|
Sheldon
Weinig
|
*
|
Alfred
L. Woods
|
*
|
Name
|
Principal
Occupation
|
J.
Joseph Burgess
|
President
and Chief Executive Officer
|
Thomas
E. Vossman
|
Senior
Vice President and Chief Operating Officer
|
David
F. Morris
|
Senior
Vice President, General Counsel, Chief Administrative Officer and
Secretary
|
David
A. Martin
|
Vice
President and Chief Financial Officer
|
Alexander
J. Buehler
|
Vice
President – Marketing and Technology
|
Daniel
E. Cowan
|
Vice
President – Strategic Business
Initiatives
|
Name
|
Date
of Transaction
|
Number
of Shares of Common Stock Acquired,
Purchased
or Sold
|
Stephen
P. Cortinovis
|
April
26, 2006
|
Acquired
3,200 deferred stock units(1)
|
April
25, 2007
|
Acquired
3,600 deferred stock units(1)
|
|
August
20, 2007
|
Acquired
14,000 shares(2)
|
|
Stephanie
A. Cuskley
|
February
28, 2006
|
Purchased
1,000 shares
|
April
26, 2006
|
Acquired
3,200 deferred stock units(1)
|
|
April
25, 2007
|
Acquired
3,600 deferred stock units(1)
|
|
December
12, 2007
|
Purchased
1,000 shares
|
|
December
13, 2007
|
Purchased
1,000 shares
|
|
December
14, 2007
|
Purchased
4,559 shares
|
|
John
P. Dubinsky
|
April
26, 2006
|
Acquired
3,200 deferred stock units(1)
|
November
2, 2006
|
Purchased
10,000 shares
|
|
April
25, 2007
|
Acquired
3,600 deferred stock units(1)
|
|
Juanita
H. Hinshaw
|
April
26, 2006
|
Acquired
3,200 deferred stock units(1)
|
April
25, 2007
|
Acquired
3,600 deferred stock units(1)
|
|
Sheldon
Weinig
|
March
6, 2006
|
Sold
3,000 shares
|
March
10, 2006
|
Acquired
6,000 shares(2)
|
|
April
26, 2006
|
Acquired
3,200 deferred stock units(1)
|
|
April
25, 2007
|
Acquired
3,600 deferred stock units(1)
|
Name
|
Date
of Transaction
|
Number
of Shares of Common Stock Acquired,
Purchased
or Sold
|
Alfred
L. Woods
|
April
26, 2006
|
Acquired
5,700 deferred stock units(1)
|
April
25, 2007
|
Acquired
6,400 deferred stock units(1)
|
|
June
25, 2007
|
Acquired
14,000 shares(2)
|
|
|
June
25, 2007
|
Sold
14,000 shares
|
August
23, 2007
|
Acquired
33,291 deferred stock units(3)
|
|
November
26, 2007
|
Purchased
2,000 shares
|
|
March
3, 2008
|
Acquired 8,745
deferred stock units(4)
|
|
J. Joseph Burgess | April 14, 2008 | Acquired option to purchase 118,397 shares(5) |
April 14, 2008 | Acquired 52,784 shares of restricted stock(5) | |
April 14, 2008 | Acquired 103,092 shares of restricted stock(5) | |
Thomas
E. Vossman
|
January
11, 2007
|
Acquired
option to purchase 61,930 shares(6)
|
January
11, 2007
|
Acquired
9,510 restricted stock units(7)
|
|
January
29, 2008
|
Acquired
option to purchase 81,585 shares(7)
|
|
January
29, 2008
|
Acquired
32,450 shares of restricted stock (7)
|
|
David
F. Morris
|
January
11, 2007
|
Acquired
option to purchase 35,362 shares(6)
|
January
11, 2007
|
Acquired
5,430 restricted stock units(7)
|
|
August
23, 2007
|
Acquired
option to purchase 14,451 shares(8)
|
|
August
23, 2007
|
Acquired
2,661 restricted stock units(8)
|
|
December
12, 2007
|
Purchased
5,000 shares
|
|
December
14, 2007
|
Purchased
5,000 shares
|
|
January
29, 2008
|
Acquired
option to purchase 64,103 shares(7)
|
|
January
29, 2008
|
Acquired
25,497 shares of restricted stock (7)
|
|
David
A. Martin
|
January
11, 2007
|
Acquired
option to purchase 4,000 shares(6)
|
January
11, 2007
|
Acquired
1,500 restricted stock units(7)
|
|
August
23, 2007
|
Acquired
option to purchase 53,106 shares(9)
|
|
August
23, 2007
|
Acquired
8,340 restricted stock units(9)
|
|
November
6, 2007
|
Acquired
1,400 shares(2)
|
|
January
29, 2008
|
Acquired
option to purchase 58,275 shares(7)
|
|
January
29, 2008
|
Acquired
23,179 shares of restricted stock (7)
|
|
Alexander
J. Buehler
|
January
11, 2007
|
Acquired
option to purchase 8,372 shares(6)
|
January
11, 2007
|
Acquired
3,622 restricted stock units(7)
|
|
January
29, 2008
|
Acquired
option to purchase 29,138 shares(7)
|
|
January
29, 2008
|
Acquired
16,556 shares of restricted stock (7)
|
|
Daniel
E. Cowan
|
January
11, 2007
|
Acquired
option to purchase 3,235 shares(6)
|
January
11, 2007
|
Acquired
6,416 restricted stock units(7)
|
|
January
29, 2008
|
Acquired
option to purchase 23,310 shares(7)
|
|
January
29, 2008
|
Acquired
13,245 shares of restricted stock (7)
|
(1)
|
Awarded
in connection with annual director
compensation.
|
(2)
|
Acquired
upon exercise of stock option.
|
(3)
|
Awarded
in connection with service as Interim Chief Executive Officer, following
the resignation of the Company’s former President and Chief Executive
Officer, for the period from August 13, 2007 through February 12,
2008.
|
(4)
|
Awarded
in connection with service as Interim Chief Executive Officer for the
period from February 13, 2008 through April 14, 2008. A portion
of the original award of 26,236 deferred stock units was forfeited since
Mr. Woods’ service as Interim Chief Executive Officer was completed on
April 14, 2008, prior to the end of the period of service contemplated in
connection with the original award.
|
(5) |
Awarded
in connection with appointment as President and Chief Executive
Officer.
|
(6)
|
Annual
award of incentive compensation; option cancelled (including
any vested and unexercised portion of option) as of December 31,
2007.
|
(7)
|
Annual
award of incentive compensation.
|
(8)
|
Awarded
in connection with appointment as Chief Administrative Officer following
the resignation of the Company’s former President and Chief Executive
Officer.
|
(9)
|
Awarded
in connection with appointment as Chief Financial Officer following the
resignation of the Company’s former President and Chief Executive
Officer.
|
W
H
I
T
E
P
R
O
X
Y
|
INSITUFORM
TECHNOLOGIES, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned having received the notice of the 2008 Annual Meeting of
Stockholders of Insituform Technologies, Inc. (the “Company”) and the
proxy statement, appoints David F. Morris and David A. Martin, and each of
them acting individually, the undersigned’s proxies with full power of
substitution, for and in the name, place and stead of the undersigned, to
vote and act with respect to all of the shares of the Company’s Class A
common stock, $.01 par value, standing in the name of the undersigned or
with respect to which the undersigned is entitled to vote and act, at the
meeting and at any adjournment or adjournments thereof, and the
undersigned directs that this proxy be voted as specified on the reverse
side.
If
no direction is made, the proxy will be voted: (a) “FOR” all of the
Company’s director nominees in Proposal 1 and (b) “FOR” Proposal
2. The undersigned hereby revokes any proxy or proxies
heretofore given to vote upon or act with respect to such stock and hereby
ratifies and confirms all that the proxies so present and voting, their
substitutes or any of them, may lawfully do by virtue hereof.
YOUR
VOTE IS VERY IMPORTANT – PLEASE VOTE TODAY.
|
1.
|
Vote by Telephone—Call
toll-free in the U.S. or Canada at 1-866-289-1753, on a
touch-tone telephone. If outside the U.S. or Canada, call 1-215-521-1342. Please
follow the simple instructions. You will be required to provide
the unique control number printed
below.
|
2.
|
Vote on the
Internet—Access https://www.proxyvotenow.com/insu and follow the
simple instructions. Please note, you must type an “s” after
“http.” You will be required to provide the unique control
number printed below.
|
CONTROL
NUMBER:
|
3.
|
Vote by Mail—If you do
not wish to vote by telephone or on the Internet, please complete, sign,
date and return the proxy card in the envelope provided, or mail to:
Insituform Technologies, Inc., c/o Innisfree M&A Incorporated, FDR
Station, P.O. Box 5155, New York, NY
10150-5155.
|
1.
Election of directors:
01 –
J. Joseph Burgess
02 –
Stephen P. Cortinovis
03
–Stephanie A. Cuskley
04
–John P. Dubinsky
05
–Juanita H. Hinshaw
06
–Sheldon Weinig
07
–Alfred L. Woods
|
FOR
ALL
£
|
WITHHOLD
FROM ALL
£
|
FOR
ALL, WITH EXCEPTION
£
|
2.
To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for the year ending December 31, 2008
|
FOR
£
|
AGAINST
£
|
ABSTAIN
£
|
INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark the “FOR
ALL, WITH EXCEPTIONS” box and write the number of the excepted nominee(s)
in the space provided below:
|
This
proxy also may be voted, in the discretion of the proxies, on any matter
that may properly come before the meeting or any adjournment or
adjournments thereof. Should a nominee be unable to serve, this
proxy may be voted for a substitute selected by the Board of
Directors.
|
||||||
Dated: ______________________________
____________________________
Signature
____________________________
Signature
(if jointly held)
____________________________
Title
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 an authorized officer. If signer is a
partnership, please sign in partnership name by an authorized
person.
|