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| |
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to Be Held on Wednesday, February 24, 2016: The proxy materials for the Annual Meeting are available at www.proxyvote.com. |
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| | |
Our Board’s
Recommendation |
|
Proposal 1 — Election of Directors (page 31)
The Board and the Nominating and Governance Committee believe that the three Director nominees possess the necessary qualifications to provide effective oversight of the Company’s business. |
| |
FOR each Director
Nominee |
|
Proposal 2 — Advisory Vote to Approve Executive Compensation (page
31)
The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis section beginning on page 19 and the Compensation Tables section beginning on page 26. |
| |
FOR
|
|
Proposal 3 — Ratification of the Appointment of Ernst & Young LLP as Independent Auditors (page
31)
The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending October 1, 2016 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the Independent Auditors. |
| |
FOR
|
|
Proposal 4 — Stockholder Proposal requesting the Board to take steps necessary to Elect each Director Annually (page 32)
The Board recommends that stockholders vote against this stockholder proposal because the Board believes the current classified Board structure is in the best interests of the Company and its stockholders by facilitating a long-term focus and providing continuity of leadership as well as important protections in the event of unsolicited takeover proposals. |
| |
AGAINST
|
|
Name
|
| |
Age
|
| |
Occupation
|
| |
Committee
Membership |
| |
Independent
|
| |
Other Boards
|
|
Idalene F. Kesner | | |
57
|
| | Dean of Indiana University’s Kelley School of Business | | | NGC | | |
✓
|
| | Lincoln Industries and Main Street America Group | |
Carl J. (Rick) Rickertsen | | |
55
|
| | Managing Partner of Pine Creek Partners | | |
AC
CC (Chair) NGC |
| |
✓
|
| | MicroStrategy, Apollo Senior Credit Funds (AIF and AFT), and Noranda | |
Stephen E. Sterrett | | |
60
|
| | Former Sr. Executive Vice President and Chief Financial Officer of Simon Property Group, Inc. | | | AC (Chair) | | |
✓
|
| | Realty Income Corporation, Equity Residential | |
Name
|
| |
Age
|
| |
Term
Expiration |
| |
Title
|
|
Jonathan D. Rich | | |
60
|
| |
2018
|
| | Chairman, Chief Executive Officer and Director | |
Mark W. Miles | | |
44
|
| |
—
|
| | Chief Financial Officer and Treasurer | |
Curtis L. Begle | | |
40
|
| |
—
|
| | President, Engineered Materials Division | |
Thomas E. Salmon | | |
52
|
| |
—
|
| | President, Consumer Packaging Division | |
Scott M. Tracey | | |
47
|
| |
—
|
| | President, Health, Hygiene, and Specialties Division | |
Jason K. Greene | | |
45
|
| |
—
|
| | Executive Vice President, General Counsel, and Secretary | |
James M. Till | | |
38
|
| |
—
|
| | Executive Vice President and Controller | |
B. Evan Bayh | | |
60
|
| |
2017
|
| | Director | |
Jonathan F. Foster | | |
55
|
| |
2017
|
| | Director | |
Idalene F. Kesner | | |
57
|
| |
2016
|
| | Director | |
Carl J. (Rick) Rickertsen | | |
55
|
| |
2016
|
| | Director | |
Ronald S. Rolfe | | |
70
|
| |
2017
|
| | Director | |
Robert V. Seminara | | |
44
|
| |
2018
|
| | Director | |
Robert A. Steele | | |
60
|
| |
2018
|
| | Director | |
Stephen E. Sterrett | | |
60
|
| |
2016
|
| | Director | |
Name of Beneficial Owner
(1)
|
| |
Direct and Indirect
Share Ownership (1) |
| |
Right to
Acquire (2) |
| |
Total
Beneficially Owned |
| |
Percent of
Class |
| ||||||||||||
Jonathan D. Rich
|
| | | | 306,397 | | | | | | 2,040,999 | | | | | | 2,347,396 | | | | | | 1.9 % | | |
Mark W. Miles
|
| | | | 92,916 | | | | | | 123,000 | | | | | | 215,916 | | | | | | * | | |
Thomas E. Salmon
|
| | | | 25,400 | | | | | | 80,000 | | | | | | 105,400 | | | | | | * | | |
Curt L. Begle
|
| | | | 29,120 | | | | | | 146,286 | | | | | | 175,406 | | | | | | * | | |
William J. Norman
|
| | | | 47,052 | | | | | | 81,000 | | | | | | 128,052 | | | | | | * | | |
B. Evan Bayh
|
| | | | 24,500 | | | | | | 43,500 | | | | | | 68,000 | | | | | | * | | |
Jonathan F. Foster
|
| | | | — | | | | | | 28,000 | | | | | | 28,000 | | | | | | * | | |
Idalene F. Kesner
|
| | | | 14,000 | | | | | | 14,000 | | | | | | 28,000 | | | | | | * | | |
Carl J. (Rick) Rickertsen
|
| | | | — | | | | | | 43,500 | | | | | | 43,500 | | | | | | * | | |
Ronald S. Rolfe
|
| | | | — | | | | | | 28,000 | | | | | | 28,000 | | | | | | * | | |
Robert V. Seminara
|
| | | | 43,253 | | | | | | 43,500 | | | | | | 86,753 | | | | | | * | | |
Robert A. Steele
|
| | | | — | | | | | | 14,000 | | | | | | 14,000 | | | | | | * | | |
Stephen E. Sterrett
|
| | | | — | | | | | | 14,000 | | | | | | 14,000 | | | | | | * | | |
All current directors and executive officers as a group (17 persons)
|
| | | | 582,888 | | | | | | 2,774,460 | | | | | | 3,357,348 | | | | | | 2.7 % | | |
TIAA-CREF (3) | | | | | 10,883,209 | | | | | | — | | | | | | 10,883,209 | | | | | | 9.0 % | | |
The Vanguard Group, Inc.
(4)
|
| | | | 7,568,567 | | | | | | — | | | | | | 7,568,567 | | | | | | 6.3 % | | |
BlackRock Institutional Trust Company, N.A.
(5)
|
| | | | 6,182,821 | | | | | | — | | | | | | 6,182,821 | | | | | | 5.1 % | | |
Committee
|
| |
Duties and Responsibilities
|
| |
Committee
Members |
| |
Total
Number of Meetings During Fiscal Year 2015 |
|
Audit Committee (2) | | |
Oversee and monitor the following:
•
the annual appointment of auditors, including the independence, qualifications and performance of our auditors and the scope of audit and non-audit assignments and related fees;
•
the accounting principles we use in financial reporting;
•
our financial reporting process and internal auditing and control procedures;
•
our risk assessment and risk management practices and policies;
•
the integrity of our financial statements;
•
and our compliance with our Code of Business Ethics.
|
| |
Mr. Sterrett
(1)
Mr. Rickertsen Mr. Rolfe |
| |
5
|
|
Compensation Committee | | |
•
Approve and recommend to our Board of Directors all compensation plans for (1) the CEO of the Company, (2) all other executive officers (collectively with the CEO, the “Senior Management Group”), and (3) our Board of Directors.
•
Approve the short-term compensation of the Senior Management Group and recommend for Board of Directors approval the short-term compensation for members of our Board of Directors.
•
Approve and authorize grants under the Company’s incentive plans, including all equity plans and long-term incentive plans.
•
Lead the Board of Directors in its annual review of the Senior Management Group’s performance.
•
Review, and report to the Board on, the Company’s succession planning.
•
Prepare any report on executive compensation required by Securities and Exchange Commission rules and regulations for inclusion in our annual Proxy Statement, if any.
|
| |
Mr. Rickertsen
(1)
Mr. Foster Mr. Bayh |
| |
2
|
|
Nominating and Governance Committee | | |
•
Implementation and review of criteria for membership on our Board of Directors and its committees.
•
Recommendation of proposed nominees for election to our Board of Directors and membership on its committees.
•
Recommendations to our Board of Directors regarding governance and related matters.
•
Review CEO and executive officer succession planning with the Compensation Committee as appropriate.
•
Leads the Board in its annual review of the Board’s performance.
|
| |
Mr. Rolfe
(1)
Dr. Kesner Mr. Rickertsen Mr. Steele |
| |
4
|
|
Executive Committee | | |
•
The exercise of the powers and duties of the Board of Directors between board meetings and while the Board is not in session, subject to applicable law and our organizational documents.
•
The implementation of the policy decisions of our Board of Directors.
|
| |
Dr. Rich
Mr. Seminara |
| |
3
|
|
| | | | | | | | | | |
Name
|
| |
Fees Earned or
Paid in Cash |
| |
Option
Awards (2) |
| |
Total
|
| |||||||||
B. Evan Bayh
|
| | | $ | 85,000 | | | | | $ | 133,182 | | | | | $ | 218,182 | | |
Jonathan F. Foster
|
| | | | 85,000 | | | | | | 133,182 | | | | | | 218,182 | | |
David B. Heller
(1)
|
| | | | 21,250 | | | | | | 133,182 | | | | | | 154,432 | | |
Idalene F. Kesner
|
| | | | 85,000 | | | | | | 133,182 | | | | | | 218,182 | | |
Carl J. Rickertsen
|
| | | | 95,000 | | | | | | 133,182 | | | | | | 228,182 | | |
Ronald S. Rolfe
|
| | | | 95,000 | | | | | | 133,182 | | | | | | 228,182 | | |
Robert V. Seminara
|
| | | | 85,000 | | | | | | 133,182 | | | | | | 218,182 | | |
Robert A. Steele
(3)
|
| | | | 85,000 | | | | | | 133,182 | | | | | | 218,182 | | |
Stephen E. Sterrett
(4)
|
| | | | 73,750 | | | | | | 128,520 | | | | | | 202,270 | | |
|
Ball Corporation
|
| |
Sealed Air Corporation
|
| |
Westlake Chemical Corp.
|
|
|
Owens-Illinois, Inc.
|
| |
Bemis Company, Inc.
|
| |
Silgan Holdings Inc.
|
|
|
Eastman Chemical Co.
|
| |
The Clorox Company
|
| |
AptarGroup, Inc.
|
|
|
Avery Dennison Corporation
|
| |
Sonoco Products Co.
|
| |
Grifton Corporation
|
|
|
MeadWestvaco Corporation
|
| |
Greif, Inc.
|
| |
CCL Industries
|
|
| | |
Target Bonus
(% of Base Salary) |
| |
Adjusted EBITDA
Factor (75%) (2) |
| |
Economic Value
Growth Factor (25%) |
| |
Bonus Achieved
(% of Base Salary) |
| ||||||||||||||||||||||||
| | | | | | | | |
Target
|
| |
Achieved
|
| |
Target
|
| |
Achieved
|
| | |||||||||||||||||
CEO
CY 2014
|
| | | | 100 % | | | | | $ | 840 | | | | | $ | 802 | | | | | | 15 % | | | | | | 8.5 % | | | | | | 74.8 % | | |
FY 2015
(1)
|
| | | | 75 % | | | | | $ | 667 | | | | | $ | 634 | | | | | | 15 % | | | | | | 23 % | | | | | | 76.7 % | | |
Other
CY 2014
|
| | | | 68.5 % | | | | | $ | 840 | | | | | $ | 802 | | | | | | 15 % | | | | | | 8.5 % | | | | | | 51.3 % | | |
NEOs
FY 2015
(1)
|
| | | | 51.4 % | | | | | $ | 667 | | | | | $ | 634 | | | | | | 15 % | | | | | | 23 % | | | | | | 52.5 % | | |
| | | | | |
Non-Equity
Incentive Plan Compensation (2) |
| | | ||||||||||||||||||||||||||||||||||
Name and Principal
Position |
| |
Fiscal
Year |
| |
Salary
|
| |
Option
Awards (1) |
| |
Calendar Year
Exec Bonus Plan |
| |
Fiscal 2015 Exec
Bonus Plan (3 quarters ended 9/26/15) |
| |
All Other
Compensation |
| |
Total
(2)
|
| |||||||||||||||||||||
Jonathan D. Rich
Chairman and Chief Executive Officer |
| | | | 2015 | | | | | $ | 1,042,950 | | | | | $ | 6,088,320 | | | | | $ | 762,858 (2) | | | | | $ | 800,131 (2) | | | | | $ | 42,924 (3) | | | | | $ | 8,738,143 | | |
| | | 2014 | | | | | | 1,023,531 | | | | | | 4,819,200 | | | | | | 525,000 | | | | | | | | | | | | 53,520 | | | | | | 6,421,251 | | | ||
| | | 2013 | | | | | | 1,001,229 | | | | | | 4,425,120 | | | | | | 679,511 | | | | | | | | | | | | 59,842 | | | | | | 6,166,622 | | | ||
Mark W. Miles
Chief Financial Officer (4) |
| | | | 2015 | | | | | $ | 453,380 | | | | | $ | 1,522,080 | | | | | $ | 220,375 (2) | | | | | $ | 236,337 (2) | | | | | | * | | | | | $ | 2,442,983 | | |
| | | 2014 | | | | | | 400,254 | | | | | | 1,204,800 | | | | | | 110,290 | | | | | | | | | | | | * | | | | | | 1,724,738 | | | ||
Thomas E. Salmon
(7)
President — Rigid Closed Top Division |
| | | | 2015 | | | | | $ | 499,617 | | | | | $ | 951,300 | | | | | $ | 243,451 (2) | | | | | $ | 262,800 (2) | | | | | $ | 15,881 (6) | | | | | $ | 1,974,009 | | |
| | | 2014 | | | | | | 477,403 | | | | | | 753,000 | | | | | | 151,739 | | | | | | | | | | | | * | | | | | | 1,392,850 | | | ||
| | | 2013 | | | | | | 434,313 | | | | | | 614,500 | | | | | | 323,143 | | | | | | | | | | | | * | | | | | | 1,381,935 | | | ||
Curt L. Begle
(7)
President — Engineered Materials Division |
| | | | 2015 | | | | | $ | 420,288 | | | | | $ | 856,170 | | | | | $ | 199,128 (2) | | | | | $ | 223,210 (2) | | | | | $ | 13,108 (6) | | | | | $ | 1,712,864 | | |
| | | 2014 | | | | | | 390,305 | | | | | | 677,700 | | | | | | 136,797 | | | | | | | | | | | | * | | | | | | 1,211,255 | | | ||
| | | 2013 | | | | | | 383,350 | | | | | | 835,382 | | | | | | 261,957 | | | | | | | | | | | | * | | | | | | 1,486,977 | | | ||
William J. Norman
(5)(7)
President — Rigid Open Top Division |
| | | | 2015 | | | | | $ | 367,782 | | | | | $ | 856,170 | | | | | $ | 184,500 (2) | | | | | $ | 192,853 (2) | | | | | | * | | | | | $ | 1,610,886 | | |
| | | 2014 | | | | | | 358,626 | | | | | | 677,700 | | | | | | 115,448 | | | | | | | | | | | | * | | | | | | 1,162,018 | | |
Name and Principal Position
|
| |
Four-quarter
performance period ended 9/26/15 |
| |
Annualized Total
Compensation |
| ||||||
Jonathan D. Rich – Chairman and Chief Executive Officer
|
| | | $ | 990,846 | | | | | $ | 8,166,000 | | |
Mark W. Miles – Chief Financial Officer
|
| | | | 291,431 | | | | | | 2,277,702 | | |
Thomas E. Salmon – President — Rigid Closed Top Division
|
| | | | 323,663 | | | | | | 1,791,421 | | |
Curt L. Begle – President — Engineered Materials Division
|
| | | | 272,992 | | | | | | 1,563,518 | | |
William J. Norman – President — Rigid Open Top Division
|
| | | | 238,978 | | | | | | 1,472,511 | | |
| | | | | |
Stock Options
(1)
|
| |
Executive Bonus Plan
(2)
|
| ||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Number
of Securities (#) |
| |
Exercise
Price ($/Sh) |
| |
Grant Date
Fair Value ($) |
| |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards ($) |
| ||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| ||||||||||||||||||||||||||||||||
Jonathan D. Rich: | | | | | | | | | ||||||||||||||||||||||||||||||||
Options
|
| |
11/25/2014
|
| | | | 640,000 | | | | | $ | 28.75 | | | | | $ | 6,088,320 | | | | | | — | | | | | | — | | | | | | — | | |
Executive Bonus Plan
|
| |
1/21/15
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | 171,487 | | | | | $ | 782,212 | | | | | $ | 1,482,293 | | |
Mark W. Miles: | | | | | | | | | ||||||||||||||||||||||||||||||||
Options
|
| |
11/25/2014
|
| | | | 160,000 | | | | | | 28.75 | | | | | | 1,522,080 | | | | | | — | | | | | | — | | | | | | — | | |
Executive Bonus Plan
|
| |
1/21/15
|
| | | | — | | | | | | — | | | | | | — | | | | | | 50,624 | | | | | | 231,185 | | | | | | 437,901 | | |
Thomas E. Salmon: | | | | | | | | | ||||||||||||||||||||||||||||||||
Options
|
| |
11/25/2014
|
| | | | 100,000 | | | | | | 28.75 | | | | | | 951,300 | | | | | | — | | | | | | — | | | | | | — | | |
Executive Bonus Plan
|
| |
1/21/15
|
| | | | — | | | | | | — | | | | | | — | | | | | | 56,250 | | | | | | 256,875 | | | | | | 486,563 | | |
Curt L. Begle: | | | | | | | | | ||||||||||||||||||||||||||||||||
Options
|
| |
11/25/2014
|
| | | | 90,000 | | | | | | 28.75 | | | | | | 856,170 | | | | | | — | | | | | | — | | | | | | — | | |
Executive Bonus Plan
|
| |
1/21/15
|
| | | | — | | | | | | — | | | | | | — | | | | | | 47,813 | | | | | | 218,344 | | | | | | 413,578 | | |
William J. Norman: | | | | | | | | | ||||||||||||||||||||||||||||||||
Options
|
| |
11/25/2014
|
| | | | 90,000 | | | | | | 28.75 | | | | | | 856,170 | | | | | | — | | | | | | — | | | | | | — | | |
Executive Bonus Plan
|
| |
1/21/15
|
| | | | — | | | | | | — | | | | | | — | | | | | | 41,310 | | | | | | 188,649 | | | | | | 357,332 | | |
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable (5) |
| |
Option
Exercise Price ($/sh) |
| |
Option
Expiration Date |
| ||||||||||||
Jonathan D. Rich
|
| | | | 1,143,331 | | | | | | 81,668 (1) | | | | | $ | 6.12 | | | | | | 10/04/20 | | |
Jonathan D. Rich
|
| | | | 288,000 | | | | | | 432,000 (2) | | | | | | 16.00 | | | | | | 10/03/22 | | |
Jonathan D. Rich
|
| | | | 128,000 | | | | | | 512,000 (3) | | | | | | 21.00 | | | | | | 11/26/23 | | |
Jonathan D. Rich
|
| | | | — | | | | | | 640,000 (4) | | | | | | 28.75 | | | | | | 11/26/24 | | |
Mark W. Miles
|
| | | | 18,000 | | | | | | 27,000 (2) | | | | | | 16.00 | | | | | | 10/03/22 | | |
Mark W. Miles
|
| | | | 32,000 | | | | | | 128,000 (3) | | | | | | 21.00 | | | | | | 11/26/23 | | |
Mark W. Miles
|
| | | | — | | | | | | 160,000 (4) | | | | | | 28.75 | | | | | | 11/26/24 | | |
Thomas E. Salmon
|
| | | | — | | | | | | 60,000 (2) | | | | | | 16.00 | | | | | | 10/03/22 | | |
Thomas E. Salmon
|
| | | | 20,000 | | | | | | 80,000 (3) | | | | | | 21.00 | | | | | | 11/26/23 | | |
Thomas E. Salmon
|
| | | | — | | | | | | 100,000 (4) | | | | | | 28.75 | | | | | | 11/26/24 | | |
Curt L. Begle
|
| | | | 32,826 | | | | | | — | | | | | | 6.18 | | | | | | 1/01/20 | | |
Curt L. Begle
|
| | | | 40,000 | | | | | | 60,000 (2) | | | | | | 16.00 | | | | | | 10/03/22 | | |
Curt L. Begle
|
| | | | 18,000 | | | | | | 72,000 (3) | | | | | | 21.00 | | | | | | 11/26/23 | | |
Curt L. Begle
|
| | | | — | | | | | | 90,000 (4) | | | | | | 28.75 | | | | | | 11/26/24 | | |
William J. Norman
|
| | | | 18,000 | | | | | | 27,000 (2) | | | | | | 16.00 | | | | | | 10/03/22 | | |
William J. Norman
|
| | | | 18,000 | | | | | | 72,000 (3) | | | | | | 21.00 | | | | | | 11/26/23 | | |
William J. Norman
|
| | | | — | | | | | | 90,000 (4) | | | | | | 28.75 | | | | | | 11/26/24 | | |
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) (1) |
| ||||||
Mark W. Miles
|
| | | | 52,779 | | | | | $ | 1,339,177 | | |
Curt L. Begle
|
| | | | 34,422 | | | | | | 791,654 | | |
William J. Norman
|
| | | | 105,741 | | | | | | 2,575,513 | | |
Thomas E. Salmon
|
| | | | 165,684 | | | | | | 2,835,027 | | |
Plan category
|
| |
Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) |
| |||||||||
| | |
(a)
|
| |
(b)
|
| |
(c)
|
| |||||||||
Equity compensation plans approved
by security holders |
| | | | 7,855,416 (1) | | | | | $ | 22.26 | | | | | | 7,500,000 (3) | | |
Equity compensation plans not approved by security holders
(2)
|
| | | | 3,495,596 | | | | | | 7.48 | | | | | | — | | |
Total
|
| | | | 11,351,012 | | | | | $ | 17.71 | | | | | | 7,500,000 | | |
Fee type
|
| |
2015
|
| |
2014
|
| ||||||
Audit Fees
(1)
|
| | | $ | 3.3 | | | | | $ | 3.6 | | |
Audit-Related Fees
(2)
|
| | | | 0.8 | | | | | | 0.6 | | |
Tax Fees
(3)
|
| | | | 0.4 | | | | | | 1.1 | | |
Total Fees
|
| | | $ | 4.5 | | | | | $ | 5.3 | | |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000261685_1 R1.0.0.51160 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 Idalene F. Kesner 02 Carl J. Rickertsen 03 Stephen E. Sterrett BERRY PLASTICS GROUP, INC. 101 OAKLEY STREET P.O BOX 959 EVANSVILLE, IN 47710-0959 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 2 and 3: For Against Abstain 2. To approve, on an advisory, non-binding basis, our executive compensation. 3. To ratify the selection of Ernst & Young LLP as Berry’s independent registered public accountants for the fiscal year ending October 1, 2016. The Board of Directors recommends you vote AGAINST proposal 4: For Against Abstain 4. If properly presented at the Annual Meeting, to consider a stockholder proposal requesting the Board to take steps necessary to elect each Director annually. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. For address change/comments, mark here. (see reverse for instructions) Yes No Please indicate if you plan to attend this meeting |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
STEPHEN E. STERRETT Chairman of the Board Mr. Sterrett retired on December 31, 2014 as the Sr. Executive Vice President and Chief Financial Officer of Indianapolis-based Simon Property Group, Inc., a position he held since 2000. From 1993 to 2000 Mr. Sterrett held the position of Treasurer with Simon. Prior to joining the Simon organization in 1988 he was a senior manager with the international accounting firm of Price Waterhouse. Mr. Sterrett was previously a member of the board of directors of Realty Income Corporation, also an S&P 500 company, from 2014 to 2019. In 2018 he became a Trustee of Butler University, a private university in Indianapolis, Indiana. He serves as a Trustee of Tindley Accelerated Schools, a K-12 charter school network in Indianapolis, Indiana. In 2021 he became a member of the Board of Governors of The First Tee. Mr. Sterrett also serves on the board of directors of the following not-for-profit companies: the Indiana Golf Foundation, the Indiana University Center for Real Estate Studies and the Kelley School of Business Dean’s Council. Other Public Company Boards: • Lead Independent Director of Equity Residential, an S&P 500 company Education Mr. Sterrett holds a B.S. degree in accounting and an M.B.A. in finance, both from Indiana University. Skills and Qualifications | |||
ROBERT A. STEELE Director In 2011, Mr. Steele retired from Procter & Gamble as the company’s Vice Chairman Health Care. During his 35 year tenure with Procter & Gamble, he served in a variety of executive leadership positions, including Vice Chairman Global Health and Well-being, Group President Global Household Care, and Group President of North American Operations. Mr. Steele was previously a member of the board of directors of the Keurig/Green Mountain Coffee Company, Beam Inc., LSI Industries, Inc., Kellogg Company and Newell Inc. Other Public Company Boards: • Board member of BJ’s Wholesale Club Holdings, Inc., where he serves as the Lead Director and on the Audit Committee Education Mr. Steele has a bachelor’s degree in Economics from College of Wooster and a M.B.A. from Cleveland State University. Skills and Qualifications | |||
PETER T. THOMAS Director Mr. Thomas served as President, Chief Executive Officer and Chairman of the board of directors of Ferro Corporation from November 2012 to April 2022. Mr. Thomas served in various roles at Ferro from 1999 to 2012, including as Operating Vice President the Polymer and Ceramic Engineered Materials Group, Director of Sales for Polymer Additives, Commercial Director for Performance and Fine Chemicals, and Vice President of Organic Specialties. Mr. Thomas served in various roles at Witco Corporation from 1991 to 1998, including as Vice President of the Oleochemical-Derivatives business unit, Vice President of Sales, and Global Market Director. Mr. Thomas previously served on the board of directors of Innophos Holdings, Inc. from January 2016 to February 2020, including serving as its lead director from December 2017 to February 2020 and as a member of its Audit and Nominating and Governance Committees from January 2016 to February 2020. Education Mr. Thomas has a B.S. in Chemistry and BioChemistry from Duquesne University and an M.B.A. in Finance and Marketing from Loyola University. Skills and Qualifications | |||
MEREDITH R. HARPER Director Ms. Harper has been the Senior Vice President and Chief Information Security Officer of Synchrony Financial since June 2022. She leads a multi-national team responsible for Security Operations, Incident Response, Identity & Access Management, Application Security, IS Risk Management, and IS Tools & Technology. Prior to joining Synchrony Financial, Ms. Harper served as the Vice President, Chief Information Security Officer for Eli Lilly & Company from August 2018 to June 2022. Prior to joining Eli Lilly & Company, Ms. Harper served as Vice President, Chief Information Privacy & Security Officer at Henry Ford Health System from 2002 to August 2018. Ms. Harper is an active member of the Health Care Compliance Association and is also certified as a HealthCare Information Security & Privacy Practitioner through the International Information System Security Certification Consortium, Inc. and a Certified Information Security Manager through the Information Systems Audit and Control Association. She continues to provide leadership for several industry groups, serves her alma mater as a Trustee for the University of Detroit Mercy and has provided 31 years of community service through her Diamond Life membership in Delta Sigma Theta Sorority, Inc. Education Ms. Harper earned a Bachelor of Science in Computer Information Systems from the University of Detroit Mercy and a Master’s in Health Service Administration and a Master’s of Jurisprudence in Health Law from the Loyola Chicago School of Law. Skills and Qualifications | |||
KEVIN J. KWILINSKI Chief Executive Officer and Director Mr. Kwilinski has been Chief Executive Officer of Berry since October 2023. Prior to becoming Chief Executive Officer of Berry, Mr. Kwilinski was employed by Multicolor Corporation (Multicolor, MCC Label) as the President and Chief Executive Officer and member of the Board of Directors from October 2021 until September 2023. Prior to working for Multicolor, Mr. Kwilinski was the President and Chief Executive Officer and member of the Board of Directors of Fort Dearborn Company from May 2017 until October 2021. Education Mr. Kwilinski holds a Bachelor of Arts degree in Physics and Mathematics from Greenville University in Greenville, Illinois and a Master of Science degree in Industrial and Operations Engineering from the University of Michigan in Ann Arbor, Michigan. Skills and Qualifications | |||
JONATHAN F. FOSTER Director Since 2008 Mr. Foster has served as Founder and a Managing Director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services and private equity investing firm. From 2007 until 2008, Mr. Foster served as a Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities. Mr. Foster has served in numerous key executive leadership positions including: Executive Vice President — Finance and Business Development of Revolution LLC; Managing Director of The Cypress Group; Senior Managing Director and Head of Industrial Products and Services Mergers and Acquisitions at Bear Stearns & Co; and Executive Vice President, Chief Operating Officer, and Chief Financial Officer of ToysRUs.com, Inc. Prior to the aforementioned positions, Mr. Foster was with Lazard, including as a Managing Director, for over 10 years, primarily in mergers and acquisitions. He was previously a member of the board of directors of Sabine Oil & Gas Corporation, Smurfit-Stone Container Corporation, Chemtura Corporation, and Masonite International Corporation, as well as a Trustee of the New York Power Authority. Other Public Company Boards: • Board member of Lear Corporation • Board member of Five Point Holdings Education Mr. Foster has a bachelor’s degree in Accounting from Emory University, a master’s degree in Accounting and Finance from the London School of Economics and has attended the Executive Education Program at Harvard Business School. Skills and Qualifications | |||
JILL A. RAHMAN Director Ms. Rahman is the Chief Operating Officer of the Greater Chicago Food Depository, a role she began in June 2020. From 2009 until June 2020 she served in several executive roles at Conagra Brands, Inc. including International Division President from 2016 to 2020 and U.S. Sweet and Salty Snacks Vice President and General Manager from 2010 to 2016. Ms. Rahman also held a variety of marketing, brand management, and strategic planning roles during her 15-year career at Kraft Foods and at Newell Rubbermaid. While at Conagra, she held board of director roles at joint venture companies in India, Mexico, and the Philippines. Other Public Company Boards: • Board of directors of TreeHouse Foods Inc. Education Ms. Rahman earned a B.B.A. from Howard University and an M.B.A. from Indiana University. Skills and Qualifications | |||
JAMES T. GLERUM, JR. Director Mr. Glerum retired as Vice Chairman, Investment Banking at Citigroup in July 2024. Prior to joining Citigroup in 2011, Mr. Glerum held senior leadership positions in investment banking at UBS and Credit Suisse in Chicago and New York City. Over his 40-year investment banking career, Mr. Glerum executed more than 325 corporate finance and strategic transactions with an aggregate value of over $500 billion. Mr. Glerum’s clients spanned multiple industry sectors, including manufacturing, healthcare, consumer and retail. Mr. Glerum serves on the board of trustees for several Midwest non-profit institutions, including Denison University, The Ravina Festival and The Griffin Museum of Science. Education Mr. Glerum earned an M.B.A. from The Harvard Business School and a B.A., cum laude, in Economics and Mathematics from Denison University. Skills and Qualifications | |||
IDALENE F. KESNER Director Dr. Kesner served as dean for Indiana University’s Kelley School of Business from July 2013 until July 31, 2022. Dr. Kesner joined the Kelley School faculty in 1995, coming from a titled faculty position at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. While at Indiana University, Dr. Kesner has served as co-director of the School’s Consulting Academy, Chairwoman of Kelley’s Full-Time M.B.A. Program, Chairwoman of the Department of Management and Entrepreneurship, and Associate Dean for Faculty & Research. In addition to teaching various graduate-level courses in the area of strategic management, Dr. Kesner has taught in more than 100 executive programs and served as a consultant for many national and international firms, working on strategic issues. Her research has focused on the areas of corporate boards of directors, corporate governance, and mergers and acquisitions. She was previously a member of the board of directors of Main Street America Group and Sun Life Financial. Dr. Kesner also served on several non-profit boards including the Association to Advance Collegiate Schools of Business, and the Kelley Executive Education Foundation, Inc. She also serves on the board of advisors of Lincoln Industries, a privately held company, and the board of directors of American Family Insurance, a mutual insurance company. Other Public Company Boards: • Board of directors of Olympic Steel, Inc. • Board of directors of Duke Energy Corporation Education Dr. Kesner holds an M.B.A. and Ph.D. in business administration from Indiana University and a bachelor’s degree in business administration from Southern Methodist University. Skills and Qualifications | |||
B. EVAN BAYH Director Mr. Bayh is a senior advisor with Apollo Global Management and is a former U.S. Senator and Indiana Governor. He was a member of the U.S. Senate from the State of Indiana from 1998 until his retirement in 2011. While in the Senate, he served on a variety of committees, including the Banking, Housing and Urban Affairs Committee, and the Committee on Small Business and Entrepreneurship. Prior to serving in the Senate, Mr. Bayh served as Indiana Governor from 1988 to 1997. He previously served on the board of directors of McGraw-Hill Education Inc. and Zenith American. Other Public Company Boards: • Board of directors for Fifth Third Bancorp, Inc. • Board of directors for Marathon Petroleum Corporation • Board of directors for RLJ Lodging Trust Skills and Qualifications | |||
CHANEY M. SHEFFIELD, JR. Director Mr. Sheffield is a Partner at Canyon Partners, LLC, a worldwide investment firm, a position he has held since 2008. At Canyon, Mr. Sheffield also serves as a portfolio manager, and is a member of Canyon’s ESG and Investment committees. He has 20 years of experience in investment banking. Prior to joining Canyon Partners, Mr. Sheffield served as Vice President — Special Situations Group at Morgan Stanley Fixed Income Division from 2004 — 2008. From 2002 — 2004, Mr. Sheffield served as an Analyst for Morgan Stanley’s Investment Banking Division. Education Mr. Sheffield graduated Cum Laude from Harvard University with a Bachelor of Arts in Economics. Skills and Qualifications |
|
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($) |
| |
Stock-Based
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
|
Kevin J. Kwilinski
Chief Executive Officer |
| | | | 2024 | | | | | | 1,029,808 | | | | | | 14,071,727 | | | | | | 2,879,994 | | | | | | 1,535,625 | | | | | | 500,564 | | | | | | 20,017,718 | | |
|
Thomas E. Salmon
Former Chairman and Chief Executive Officer |
| | | | 2024 | | | | | | 323,615 | | | | | | — | | | | | | — | | | | | | 438,277 | | | | | | 198,584 | | | | | | 960,476 | | |
| | | 2023 | | | | | | 1,202,000 | | | | | | 5,167,001 | | | | | | 2,971,726 | | | | | | 1,893,150 | | | | | | 476,734 | | | | | | 11,710,612 | | | |||
| | | 2022 | | | | | | 1,208,289 | | | | | | 4,361,776 | | | | | | 3,599,993 | | | | | | 909,220 | | | | | | 343,729 | | | | | | 10,423,007 | | | |||
|
Mark W. Miles
Chief Financial Officer |
| | | | 2024 | | | | | | 665,077 | | | | | | 1,408,813 | | | | | | 800,005 | | | | | | 617,760 | | | | | | 59,434 ( 6) | | | | | | 3,551,091 | | |
| | | 2023 | | | | | | 660,000 | | | | | | 1,435,233 | | | | | | 825,475 | | | | | | 665,280 | | | | | | 49,867 | | | | | | 3,635,854 | | | |||
| | | 2022 | | | | | | 638,230 | | | | | | 1,211,569 | | | | | | 999,994 | | | | | | 319,792 | | | | | | 68,349 | | | | | | 3,237,934 | | | |||
|
Curt L. Begle
President – Health, Hygiene & Specialties Division |
| | | | 2024 | | | | | | 660,000 | | | | | | 915,766 | | | | | | 519,997 | | | | | | 617,760 | | | | | | 44,210 | | | | | | 2,757,734 | | |
| | | 2023 | | | | | | 660,000 | | | | | | 932,976 | | | | | | 536,558 | | | | | | 665,280 | | | | | | 48,239 | | | | | | 2,843,054 | | | |||
| | | 2022 | | | | | | 637,845 | | | | | | 757,271 | | | | | | 625,010 | | | | | | 319,286 | | | | | | 57,694 | | | | | | 2,397,104 | | | |||
|
Jean-Marc Galvez
President – Consumer Packaging International Division |
| | | | 2024 | | | | | | 680,864 | | | | | | 915,766 | | | | | | 519,997 | | | | | | 613,978 | | | | | | 19,521 | | | | | | 2,750,127 | | |
| | | 2023 | | | | | | 667,725 | | | | | | 932,976 | | | | | | 536,558 | | | | | | 673,067 | | | | | | 36,853 | | | | | | 2,847,180 | | | |||
| | | 2022 | | | | | | 733,501 | | | | | | 908,676 | | | | | | 749,991 | | | | | | 305,239 | | | | | | 97,032 | | | | | | 2,794,439 | | | |||
|
Jason K. Greene
Executive Vice President, Chief Legal Officer and Secretary |
| | | | 2024 | | | | | | 556,557 | | | | | | 1,056,648 | | | | | | 599,993 | | | | | | 518,544 | | | | | | 57,113 | | | | | | 2,788,855 | | |
| | | 2023 | | | | | | 554,000 | | | | | | 1,076,459 | | | | | | 619,106 | | | | | | 558,432 | | | | | | 41,281 | | | | | | 2,849,278 | | | |||
| | | 2022 | | | | | | 540,615 | | | | | | 757,271 | | | | | | 625,010 | | | | | | 272,228 | | | | | | 50,362 | | | | | | 2,245,485 | | |
Customers
Customer name | Ticker |
---|---|
Performance Food Group Company | PFGC |
Sysco Corporation | SYY |
Yum! Brands, Inc. | YUM |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Miles Mark W | - | 119,384 | 0 |
Miles Mark W | - | 84,502 | 0 |
Kesner Idalene Fay | - | 43,728 | 0 |
Kwilinski Kevin J. | - | 37,004 | 0 |
STERRETT STEPHEN E | - | 33,608 | 0 |
Bayh Evan | - | 28,258 | 3,488 |
FOSTER JONATHAN F | - | 14,224 | 0 |
Steele Robert Allan | - | 4,728 | 0 |
Rahman Jill A | - | 4,728 | 0 |
Thomas Peter T | - | 4,407 | 0 |
RICKERTSEN CARL J | - | 2,758 | 0 |
Harper Meredith | - | 1,407 | 0 |
Greene Jason K. | - | 250 | 0 |
Begle Curt | - | 0 | 1,016 |