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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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HEICO CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect a Board of Directors for the ensuing year;
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2.
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To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2016; and
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3.
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To transact such other business as may properly come before the meeting or any adjournments thereof.
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BY ORDER OF THE BOARD OF DIRECTORS
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Laurans A. Mendelson
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Chairman of the Board and
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Chief Executive Officer
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February 12, 2016
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Shares Beneficially Owned
(2)
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Common Stock
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Class A
Common Stock
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Name and Address of Beneficial Owner
(1)
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Number
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Percent
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Number
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Percent
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(a) Certain beneficial owners:
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Mendelson Reporting Group
(3)
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4,707,347
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16.76
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%
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953,399
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2.38
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%
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Dr. Herbert A. Wertheim
(4)
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2,773,867
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10.31
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%
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2,764,150
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6.92
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%
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Janus Capital Management LLC
(5)
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—
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—
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4,734,411
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11.84
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%
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Columbia Wanger Asset Management, LLC
(6)
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—
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—
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3,393,102
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8.49
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%
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Vanguard Group, Inc.
(7)
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—
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—
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2,563,326
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6.41
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%
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Blackrock, Inc.
(8)
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—
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—
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2,466,399
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6.17
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%
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Select Equity Group, L.P.
(9)
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1,546,556
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5.75
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%
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—
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—
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RS Investment Management Co. LLC
(10)
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—
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—
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2,022,425
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5.06
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%
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(b) Directors:
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Thomas M. Culligan
(11)
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—
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—
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2,177
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*
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Adolfo Henriques
(12)
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—
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—
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11,906
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*
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Samuel L. Higginbottom
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3,341
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*
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1,875
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*
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Mark H. Hildebrandt
(13)
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—
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—
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21,238
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*
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Wolfgang Mayrhuber
(14)
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36,219
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*
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56,765
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*
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Eric A. Mendelson
(15)
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1,297,957
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4.72
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%
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419,395
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1.05
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%
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Laurans A. Mendelson
(16)
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2,151,037
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7.99
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%
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387,318
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*
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Victor H. Mendelson
(17)
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1,258,353
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4.58
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%
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459,716
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1.15
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%
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Julie Neitzel
(18)
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2,086
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*
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3,440
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*
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Dr. Alan Schriesheim
(19)
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167,306
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*
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169,306
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*
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Frank J. Schwitter
(20)
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1,325
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*
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1,125
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*
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(c) Executive officers listed in Summary Compensation Table who are not directors:
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Thomas S. Irwin
(21)
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218,970
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*
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89,388
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*
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Carlos L. Macau, Jr.
(22)
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540
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*
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63,674
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*
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All directors and executive officers as a group (14 persons)
(23)
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5,140,695
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18.20
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%
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1,388,448
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3.45
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%
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All directors, executive officers, the HEICO Savings and Investment Plan and the Mendelson Reporting Group as a group
(24)
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6,170,230
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21.84
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%
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2,336,626
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5.80
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%
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(1)
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Unless otherwise indicated, the address of each beneficial owner identified is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021.
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(2)
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The number of shares of Common Stock and Class A Common Stock deemed outstanding as of January 15, 2016 includes (i) 26,905,966 shares of Common Stock; (ii) 39,969,744 shares of Class A Common Stock; and (iii) shares issuable upon exercise of stock options held by the respective person or group which are presently exercisable or which may be exercised within 60 days after January 15, 2016 as set forth below. Pursuant to the rules of the Securities and Exchange Commission, presently exercisable stock options and stock options that become exercisable within 60 days are deemed to be outstanding and beneficially owned by the person or group for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
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(3)
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The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A. Mendelson; Victor H. Mendelson; LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson, the wife of Laurans A. Mendelson; LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by Laurans A. Mendelson; trusts for the benefit of Victor H. Mendelson’s immediate family members and whose Trustee is Victor H. Mendelson; EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Eric A. Mendelson; Mendelson International Corporation, a corporation whose stock is owned solely by Eric A. and Victor H. Mendelson and whose Chairman of the Board is Laurans A. Mendelson; trusts for the benefit of Eric A. Mendelson’s immediate family members and whose Trustee is Eric A. Mendelson; VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by Victor H. Mendelson; the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Mr. Mendelson is President; Victor H. Mendelson Revocable Investment Trust, whose grantor, sole presently vested beneficiary and trustee is Victor H. Mendelson; individual Keogh accounts for both Eric A. and Victor H. Mendelson; and shares of both Common Stock and Class A Common Stock owned by the children of both Eric A. and Victor H. Mendelson. Includes 1,178,908 shares of Common Stock and 50,000 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 15, 2016, and 103,353 shares of Common Stock and 98,167 shares of Class A Common Stock held by the HEICO Savings and Investment Plan. See Notes (14), (15) and (16) below. The address of the Mendelson Reporting Group is 825 Brickell Bay Drive, 16th Floor, Miami, Florida 33131.
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(4)
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Based on information in Dr. Wertheim’s latest filing dated March 7, 1995. The address of Dr. Wertheim is 191 Leucadendra Drive, Coral Gables, Florida 33156.
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(5)
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Based on information in a Schedule 13G/A filed on February 18, 2015, all shares may be deemed to be beneficially owned by Janus Capital Management LLC (“Janus Capital”), an investment adviser as well as a parent holding company, and on behalf of INTECH Investment Management, a registered investment adviser in which Janus Capital has a direct ownership stake of 96.81%; Perkins Investment Management LLC, a registered investment adviser, in which Janus Capital has a direct ownership stake of 100%; and Janus Triton Fund, a registered investment company, who is the beneficial owner of 2,400,090 shares, or 6.0%, of Class A Common Stock. The address of Janus Capital and Janus Triton Fund is 151 Detroit Street, Denver, Colorado 80206.
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(6)
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Based on information in a Schedule 13G/A filed on January 20, 2016, all shares are beneficially owned by Columbia Wanger Asset Management, LLC ("Columbia Wanger"), a registered investment adviser. Columbia Wanger has sole voting power over 1,986,617 shares of Class A Common Stock. The address of Columbia Wanger is 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606.
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(7)
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Based on information in a Schedule 13G filed on February 11, 2016, all shares are beneficially owned by Vanguard Group, Inc., a registered investment adviser, and on behalf of its wholly-owned subsidiaries, Vanguard Fiduciary Trust Company, who is the beneficial owner of 85,637 shares of Class A Common Stock and Vanguard Investments Australia, Ltd., who is the beneficial owner of 2,200 shares of Class A Common Stock. Vanguard Group, Inc. has sole voting power and shared dispositive power over 87,837 shares and
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(8)
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Based on information in a Schedule 13G filed on January 28, 2016, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries (i) BlackRock Advisors, LLC; (ii) BlackRock Asset Management Canada Limited; (iii) BlackRock Asset Management Ireland Limited; (iv) BlackRock Asset Management Schweiz AG; (v) BlackRock Fund Advisors; (vi) BlackRock Institutional Trust Company, N.A.; (vii) BlackRock International Limited; (viii) BlackRock Investment Management (UK) Ltd; and (ix) BlackRock Investment Management, LLC. BlackRock, Inc. has sole voting power over 2,390,947 shares of Class A Common Stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
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(9)
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Based on information in a Schedule 13G filed on February 13, 2015, all shares may be deemed to be beneficially owned by Select Equity Group, L.P. ("Select LP") and George S. Loening, who is the majority owner of Select LP and managing member of its general partner. The address of Select LP and George S. Loening is 380 Lafayette Street, 6th Floor, New York, New York 10003.
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(10)
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Based on information in a Schedule 13G filed on February 12, 2016, all shares are beneficially owned by RS Investment Management Co. LLC ("RS Investment"), a registered investment adviser. RS Investment has sole voting power over 1,986,617 shares of Class A Common Stock. The address of RS Investment is One Bush Street, Suite 900, San Francisco, California 94104.
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(11)
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Includes 1,550 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Thomas Culligan’s account.
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(12)
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Includes 10,043 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Adolfo Henriques’ account.
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(13)
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Represents shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and allocated to Mark H. Hildebrandt’s account.
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(14)
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Includes 3,204 shares of Common Stock and 20,148 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan, and 5,385 shares of Class A Common Stock held in a non-qualified deferred compensation plan, both allocated to Wolfgang Mayrhuber’s accounts.
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(15)
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Includes 589,454 shares of Common Stock and 25,000 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 15, 2016; 201,072 shares of Common Stock held by EAM Management Limited Partners; 156,515 shares of Class A Common Stock held by Mendelson International Corporation; 146,332 shares of Common Stock held by trusts for the benefit of Eric A. Mendelson’s immediate family members; 56,227 shares of Common Stock and 53,393 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Eric A. Mendelson’s account; 7,797 shares of Common Stock and 5,161 shares of Class A Common Stock held in an individual Keogh account; and 2,316 shares of Common Stock and 2,667 shares of Class A Common Stock owned by Eric A. Mendelson’s children. See Note (3) above.
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(16)
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Laurans A. Mendelson disclaims beneficial ownership with respect to 916,381 shares of Common Stock held by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene H. Mendelson; 156,515 shares of Class A Common Stock, which are held in the name of Mendelson International Corporation; and 78,545 shares of Common Stock and 31,797 shares of Class A Common Stock, which were donated to and are presently held by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc., of which Mr. Mendelson is President. Includes 1,155,474 shares of Common Stock and 198,174 shares of Class A Common Stock held solely by Mr. Mendelson or LAM Alpha Limited Partners. Also includes 637 shares of Common Stock and 832 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Laurans A. Mendelson’s account. See Notes (3), (15) and (17).
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(17)
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Includes 589,454 shares of Common Stock and 25,000 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 15, 2016; 238,245 shares of Common Stock and 70,248 shares of Class A Common Stock held by trusts for the benefit of Victor H. Mendelson’s immediate family members; 156,515 shares of Class A Common Stock held by Mendelson International Corporation; 88,328 shares of Common Stock held by VHM Management Limited Partners; 14,750 shares of Common Stock and 4,335 shares of Class A Common Stock held by the Victor H. Mendelson Revocable Investment Trust; 46,489 shares of Common Stock and 43,942 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Victor H. Mendelson’s account; 1,439 shares of Common Stock and 8,990 shares of Class A Common Stock owned by Victor H. Mendelson’s children; and 472 shares of Common Stock and 7,505 shares of Class A Common Stock held in an individual Keogh account. See Note (3) above.
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(18)
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Includes 1,222 shares of Common Stock and 766 shares of Class A Common Stock held in an individual retirement account. Julie Neitzel disclaims beneficial ownership with respect to 664 shares of Common Stock and 497 shares of Class A Common Stock, which are held by Julie Neitzel's son.
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(19)
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Includes 162,731 shares of Common Stock and 163,936 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 15, 2016. Also includes 4,575 shares of Common Stock held by the HEICO Leadership Compensation Plan and allocated to Dr. Schriesheim’s account and 5,370 shares of Class A Common Stock held by the estate of Dr. Schriesheim’s wife.
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(20)
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Includes 125 shares of Class A Common Stock held by Frank Schwitter's spouse.
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(21)
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Includes 133,231 shares of Common Stock held by the Irwin Family Irrevocable Trust, whose trustee is Thomas S. Irwin’s daughter.
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(22)
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Includes 59,375 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 15, 2016. Also includes 540 shares of Common Stock and 549 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to Carlos L. Macau, Jr.’s account.
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(23)
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Includes 1,341,639 shares of Common Stock and 283,373 shares of Class A Common Stock subject to stock options that are presently exercisable or exercisable within 60 days after January 15, 2016. The total for all directors and executive officers as a group (14 persons) also includes 107,454 shares of Common Stock and 101,872 shares of Class A Common Stock held by the HEICO Savings and Investment Plan and allocated to accounts of the executive officers pursuant to the Plan. Also includes 7,779 shares of Common Stock and 56,079 shares of Class A Common Stock held by the HEICO Leadership Compensation Plan and 5,385 shares of Class A Common Stock held in a non-qualified deferred compensation plan, both allocated to the accounts of the directors pursuant to these plans.
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(24)
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Includes 4,707,347 shares of Common Stock and 953,399 shares of Class A Common Stock owned by the Mendelson Reporting Group and 1,136,989 shares of Common Stock and 1,050,050 shares of Class A Common Stock held by the HEICO Savings and Investment Plan, of which 1,136,509 shares of Common Stock and 1,049,511 shares of Class A Common Stock are allocated to participants in the Plan, including 107,454 shares of Common Stock and 101,872 shares of Class A Common Stock allocated to the directors and executive officers as a group, and of which 480 shares of Common Stock and 539 shares of Class A Common Stock are unallocated as of January 15, 2016.
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Name
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Age
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Corporate Office or Position
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Director Since
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Thomas M. Culligan
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64
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Director
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2014
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Adolfo Henriques
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62
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Director
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2011
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Samuel L. Higginbottom
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94
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Director
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1989
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Mark H. Hildebrandt
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59
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Director
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2008
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Wolfgang Mayrhuber
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68
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Director
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2001
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Eric A. Mendelson
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50
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Co-President and Director; President and Chief
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1992
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Executive Officer of the HEICO Flight Support Group
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Laurans A. Mendelson
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77
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Chairman of the Board; Chief Executive
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1989
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Officer; and Director
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Victor H. Mendelson
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48
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Co-President and Director; President and Chief
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1996
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Executive Officer of the HEICO Electronic
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Technologies Group
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Julie Neitzel
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56
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Director
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2014
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Dr. Alan Schriesheim
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85
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Director
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1984
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Frank J. Schwitter
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82
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Director
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2006
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Name
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Fees Earned or Paid in Cash
|
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Option
Awards (1) |
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Non-qualified
Deferred
Compensation
Earnings (2) |
|
All Other
Compensation
(3)
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Total
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||||||||||
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||||||||||
Thomas S. Culligan
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$182,516
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$—
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$—
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$—
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$182,516
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|
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||||||||||
Adolfo Henriques
|
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183,413
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|
|
—
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|
—
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|
|
—
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183,413
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|
|||||
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|
|
|
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|
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|
||||||||||
Samuel L. Higginbottom
|
|
228,324
|
|
|
—
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|
|
—
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|
|
—
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228,324
|
|
|||||
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|
|
|
|
|
|
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|
||||||||||
Mark H. Hildebrandt
|
|
216,968
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|
|
—
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|
|
—
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|
|
—
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|
|
216,968
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|
|||||
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|
|
||||||||||
Wolfgang Mayrhuber
|
|
190,913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,913
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Julie Neitzel
|
|
180,116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,116
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dr. Alan Schriesheim
|
|
229,268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,268
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Frank J. Schwitter
|
|
188,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,468
|
|
(1)
|
No stock options were granted to any non-employee director in fiscal 2015. As of October 31, 2015, the only non-employee director holding options was Dr. Alan Schriesheim who held options for 162,731 shares of Common Stock and 163,936 shares of Class A Common Stock (adjusted as necessary for all stock dividends and stock splits).
|
(2)
|
There were no above-market or preferential earnings on deferred compensation.
|
(3)
|
The aggregate value of perquisites and other personal benefits is less than $10,000 per non-employee director.
|
|
|
Twenty-Five Year Net Sales and Net Income Results
|
||||||||||||||||||||||
(in thousands)
|
|
1990
|
|
1991
|
|
1992
|
|
1993
|
|
1994
|
|
1995
|
||||||||||||
Net Sales
|
|
|
$26,239
|
|
|
|
$25,368
|
|
|
|
$21,729
|
|
|
|
$25,882
|
|
|
|
$19,212
|
|
|
|
$25,613
|
|
Net Income
|
|
1,961
|
|
|
2,363
|
|
|
(580
|
)
|
|
728
|
|
|
640
|
|
|
1,437
|
|
|
|
1996
|
|
1997
|
|
1998
|
|
1999
|
|
2000
|
|
2001
|
||||||||||||
Net Sales
|
|
|
$34,565
|
|
|
|
$63,674
|
|
|
|
$95,351
|
|
|
|
$141,269
|
|
|
|
$202,909
|
|
|
|
$171,259
|
|
Net Income
|
|
3,665
|
|
|
7,019
|
|
|
10,509
|
|
|
16,337
|
|
|
27,739
|
|
|
15,833
|
|
|
|
2002
|
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
||||||||||||
Net Sales
|
|
|
$172,112
|
|
|
|
$176,453
|
|
|
|
$215,744
|
|
|
|
$269,647
|
|
|
|
$392,190
|
|
|
|
$507,924
|
|
Net Income
|
|
15,226
|
|
|
12,222
|
|
|
20,630
|
|
|
22,812
|
|
|
31,888
|
|
|
39,005
|
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Net Sales
|
|
|
$582,347
|
|
|
|
$538,296
|
|
|
|
$617,020
|
|
|
|
$764,891
|
|
|
|
$897,347
|
|
|
|
$1,008,757
|
|
Net Income
|
|
48,511
|
|
|
44,626
|
|
|
54,938
|
|
|
72,820
|
|
|
85,147
|
|
|
102,396
|
|
|
|
2014
|
|
2015
|
||||
Net Sales
|
|
|
$1,132,311
|
|
|
|
$1,188,648
|
|
Net Income
|
|
121,293
|
|
|
133,364
|
|
|
Cumulative Total Shareholder Return as of October 31,
|
||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
HEICO Common Stock
|
$100.00
|
|
$182.13
|
|
$185.88
|
|
$173.27
|
HEICO Class A Common Stock
|
100.00
|
|
171.07
|
|
203.08
|
|
194.47
|
Aerospace Company Peer Group
|
100.00
|
|
144.97
|
|
157.82
|
|
141.61
|
|
Cumulative Total Shareholder Return as of October 31,
|
||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
HEICO Common Stock
|
$100.00
|
|
$182.13
|
|
$185.88
|
|
$173.27
|
HEICO Class A Common Stock
|
100.00
|
|
171.07
|
|
203.08
|
|
194.47
|
NYSE Composite Index
|
100.00
|
|
121.75
|
|
131.91
|
|
127.24
|
Dow Jones U.S. Aerospace Index
|
100.00
|
|
153.74
|
|
157.68
|
|
165.11
|
|
|
Cumulative Total Shareholder Return as of October 31,
|
||||||||||||||||||||||
|
|
1990
|
|
1991
|
|
1992
|
|
1993
|
|
1994
|
|
1995
|
||||||||||||
HEICO Common Stock
|
|
|
$100.00
|
|
|
|
$141.49
|
|
|
|
$158.35
|
|
|
|
$173.88
|
|
|
|
$123.41
|
|
|
|
$263.25
|
|
NYSE Composite Index
|
|
100.00
|
|
|
130.31
|
|
|
138.76
|
|
|
156.09
|
|
|
155.68
|
|
|
186.32
|
|
||||||
Dow Jones U.S. Aerospace Index
|
|
100.00
|
|
|
130.67
|
|
|
122.00
|
|
|
158.36
|
|
|
176.11
|
|
|
252.00
|
|
|
|
1996
|
|
1997
|
|
1998
|
|
1999
|
|
2000
|
|
2001
|
||||||||||||
HEICO Common Stock
|
|
|
$430.02
|
|
|
|
$1,008.31
|
|
|
|
$1,448.99
|
|
|
|
$1,051.61
|
|
|
|
$809.50
|
|
|
|
$1,045.86
|
|
NYSE Composite Index
|
|
225.37
|
|
|
289.55
|
|
|
326.98
|
|
|
376.40
|
|
|
400.81
|
|
|
328.78
|
|
||||||
Dow Jones U.S. Aerospace Index
|
|
341.65
|
|
|
376.36
|
|
|
378.66
|
|
|
295.99
|
|
|
418.32
|
|
|
333.32
|
|
|
|
2002
|
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
||||||||||||
HEICO Common Stock
|
|
|
$670.39
|
|
|
|
$1,067.42
|
|
|
|
$1,366.57
|
|
|
|
$1,674.40
|
|
|
|
$2,846.48
|
|
|
|
$4,208.54
|
|
NYSE Composite Index
|
|
284.59
|
|
|
339.15
|
|
|
380.91
|
|
|
423.05
|
|
|
499.42
|
|
|
586.87
|
|
||||||
Dow Jones U.S. Aerospace Index
|
|
343.88
|
|
|
393.19
|
|
|
478.49
|
|
|
579.77
|
|
|
757.97
|
|
|
1,000.84
|
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
HEICO Common Stock
|
|
|
$2,872.01
|
|
|
|
$2,984.13
|
|
|
|
$4,722.20
|
|
|
|
$6,557.88
|
|
|
|
$5,900.20
|
|
|
|
$10,457.14
|
|
NYSE Composite Index
|
|
344.96
|
|
|
383.57
|
|
|
427.61
|
|
|
430.46
|
|
|
467.91
|
|
|
569.69
|
|
||||||
Dow Jones U.S. Aerospace Index
|
|
602.66
|
|
|
678.00
|
|
|
926.75
|
|
|
995.11
|
|
|
1,070.15
|
|
|
1,645.24
|
|
|
|
2014
|
|
2015
|
||||
HEICO Common Stock
|
|
|
$11,416.51
|
|
|
|
$10,776.88
|
|
NYSE Composite Index
|
|
617.23
|
|
|
595.37
|
|
||
Dow Jones U.S. Aerospace Index
|
|
1,687.41
|
|
|
1,766.94
|
|
1.
|
Compensate our executives fairly;
|
2.
|
Motivate our executives to honestly and ethically grow our Company’s revenues, profits, cash flow and market capitalization over time, not just in the short term; and
|
3.
|
Retain our executives while ensuring the ability to attract new ones as needed.
|
1.
|
Base Salary;
|
2.
|
Cash Bonus;
|
3.
|
Stock Options; and
|
4.
|
Retirement-Related/Long-Term Compensation.
|
Name and Principal Position
|
|
Fiscal
Year
|
|
Salary
(1)
|
|
Bonus
|
|
Option
Awards (2) |
|
Non-Equity Incentive Plan Compensation
(3)
|
|
Non-qualified
Deferred
Compensation
Earnings
(4)
|
|
All Other Compensation
(5)
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Laurans A. Mendelson
|
|
2015
|
|
|
$1,327,673
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$1,164,842
|
|
|
|
$—
|
|
|
|
$1,559,480
|
|
|
|
$4,051,995
|
|
Chairman of the Board and
|
|
2014
|
|
1,271,379
|
|
|
—
|
|
|
—
|
|
|
1,561,615
|
|
|
—
|
|
|
1,502,015
|
|
|
4,335,009
|
|
|||||||
Chief Executive Officer
|
|
2013
|
|
1,161,782
|
|
|
—
|
|
|
—
|
|
|
1,287,314
|
|
|
—
|
|
|
1,427,483
|
|
|
3,876,579
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Carlos L. Macau, Jr.
|
|
2015
|
|
577,500
|
|
|
—
|
|
|
536,600
|
|
|
506,673
|
|
|
—
|
|
|
390,540
|
|
|
2,011,313
|
|
|||||||
Executive Vice President -
|
|
2014
|
|
553,014
|
|
|
—
|
|
|
—
|
|
|
679,258
|
|
|
—
|
|
|
432,671
|
|
|
1,664,943
|
|
|||||||
Chief Financial Officer
|
|
2013
|
|
505,342
|
|
|
—
|
|
|
411,118
|
|
|
552,970
|
|
|
—
|
|
|
373,446
|
|
|
1,842,876
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Eric A. Mendelson
|
|
2015
|
|
734,349
|
|
|
—
|
|
|
1,422,960
|
|
|
644,286
|
|
|
—
|
|
|
677,812
|
|
|
3,479,407
|
|
|||||||
Co-President, HEICO Corporation;
|
|
2014
|
|
703,212
|
|
|
—
|
|
|
—
|
|
|
863,745
|
|
|
—
|
|
|
722,587
|
|
|
2,289,544
|
|
|||||||
President and Chief Executive
|
|
2013
|
|
642,593
|
|
|
—
|
|
|
2,119,910
|
|
|
712,225
|
|
|
—
|
|
|
638,959
|
|
|
4,113,687
|
|
|||||||
Officer of the HEICO Flight
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Support Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Victor H. Mendelson
|
|
2015
|
|
734,349
|
|
|
—
|
|
|
1,422,960
|
|
|
644,286
|
|
|
—
|
|
|
675,311
|
|
|
3,476,906
|
|
|||||||
Co-President, HEICO Corporation;
|
|
2014
|
|
703,212
|
|
|
—
|
|
|
—
|
|
|
863,745
|
|
|
—
|
|
|
721,106
|
|
|
2,288,063
|
|
|||||||
President and Chief Executive
|
|
2013
|
|
642,593
|
|
|
—
|
|
|
2,119,910
|
|
|
712,225
|
|
|
—
|
|
|
636,027
|
|
|
4,110,755
|
|
|||||||
Officer of the HEICO Electronic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Technologies Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Thomas S. Irwin
|
|
2015
|
|
248,850
|
|
|
—
|
|
|
—
|
|
|
218,330
|
|
|
—
|
|
|
918,653
|
|
|
1,385,833
|
|
|||||||
Senior Executive Vice President
|
|
2014
|
|
238,299
|
|
|
—
|
|
|
—
|
|
|
292,699
|
|
|
—
|
|
|
879,173
|
|
|
1,410,171
|
|
|||||||
|
|
2013
|
|
237,000
|
|
|
—
|
|
|
—
|
|
|
262,108
|
|
|
—
|
|
|
840,906
|
|
|
1,340,014
|
|
(1)
|
Salary amounts include amounts deferred by the Named Executive Officers pursuant to the HEICO Corporation Leadership Compensation Plan, a non-qualified deferred compensation plan available to numerous eligible employees, officers and directors. For more information on this plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section.
|
(2)
|
Amounts stated represent the value of option awards granted to the Named Executive Officers based on the grant date fair value of these awards in fiscal 2015 and 2013, and are the amounts we will likely recognize as compensation expense over each award’s vesting period, which will likely differ from the actual value that may be realized by the Named Executive Officer. The fair values of the option awards were computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used to value these awards are set forth in Note 9, Share-Based Compensation, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2015.
|
(3)
|
Represents amounts earned by achievement of performance goals during a specified performance period and consists of payments made under the HEICO Corporation 2012 Incentive Compensation Plan as described within “Grants of Plan-Based Awards,” which follows below within this Executive Compensation Section.
|
(4)
|
There were no above-market or preferential earnings on deferred compensation.
|
(5)
|
Amounts principally represent Company contributions to the HEICO Corporation Leadership Compensation Plan, which generally vest over a four-year period and are generally paid at retirement. See the following table entitled “All Other Compensation” for an itemized disclosure of this compensation.
|
|
|
|
|
All Other Compensation
|
||||||||||||||||||||||||||
Name
|
|
Fiscal Year
|
|
Director Fees
|
|
Insurance Benefits
(1)
|
|
Company Contributions to HEICO Savings and Investment Plan
(a defined contribution retirement plan)
(2)
|
|
Company Contributions to HEICO Corporation Leadership Compensation Plan
(a deferred compensation plan)
(3)
|
|
Use of
Company
Car
(4)
|
|
Perquisites and Other Personal Benefits
(5)
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Laurans A. Mendelson
|
|
2015
|
|
|
$183,668
|
|
|
|
$19,019
|
|
|
|
$13,150
|
|
|
|
$1,339,830
|
|
|
|
$3,813
|
|
|
|
$—
|
|
|
|
$1,559,480
|
|
|
|
2014
|
|
176,796
|
|
|
18,636
|
|
|
12,900
|
|
|
1,289,611
|
|
|
4,072
|
|
|
—
|
|
|
1,502,015
|
|
|||||||
|
|
2013
|
|
160,994
|
|
|
17,268
|
|
|
10,150
|
|
|
1,234,750
|
|
|
4,321
|
|
|
—
|
|
|
1,427,483
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Carlos L. Macau, Jr.
|
|
2015
|
|
—
|
|
|
32,084
|
|
|
13,150
|
|
|
342,577
|
|
|
2,729
|
|
|
—
|
|
|
390,540
|
|
|||||||
|
|
2014
|
|
—
|
|
|
29,650
|
|
|
12,900
|
|
|
386,889
|
|
|
3,232
|
|
|
—
|
|
|
432,671
|
|
|||||||
|
|
2013
|
|
—
|
|
|
27,733
|
|
|
10,150
|
|
|
332,806
|
|
|
2,757
|
|
|
—
|
|
|
373,446
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Eric A. Mendelson
|
|
2015
|
|
183,413
|
|
|
37,173
|
|
|
13,150
|
|
|
435,621
|
|
|
8,455
|
|
|
—
|
|
|
677,812
|
|
|||||||
|
|
2014
|
|
177,042
|
|
|
35,759
|
|
|
12,900
|
|
|
491,968
|
|
|
4,918
|
|
|
—
|
|
|
722,587
|
|
|||||||
|
|
2013
|
|
160,683
|
|
|
34,026
|
|
|
10,150
|
|
|
427,691
|
|
|
6,409
|
|
|
—
|
|
|
638,959
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Victor H. Mendelson
|
|
2015
|
|
183,413
|
|
|
39,320
|
|
|
13,150
|
|
|
435,621
|
|
|
3,807
|
|
|
—
|
|
|
675,311
|
|
|||||||
|
|
2014
|
|
177,042
|
|
|
36,948
|
|
|
12,900
|
|
|
491,968
|
|
|
2,248
|
|
|
—
|
|
|
721,106
|
|
|||||||
|
|
2013
|
|
160,683
|
|
|
35,065
|
|
|
10,150
|
|
|
427,691
|
|
|
2,438
|
|
|
—
|
|
|
636,027
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Thomas S. Irwin
|
|
2015
|
|
—
|
|
|
191,919
|
|
|
12,269
|
|
|
714,465
|
|
|
—
|
|
|
—
|
|
|
918,653
|
|
|||||||
|
|
2014
|
|
—
|
|
|
178,924
|
|
|
11,850
|
|
|
687,424
|
|
|
975
|
|
|
—
|
|
|
879,173
|
|
|||||||
|
|
2013
|
|
—
|
|
|
165,134
|
|
|
9,610
|
|
|
662,110
|
|
|
4,052
|
|
|
—
|
|
|
840,906
|
|
(1)
|
Annual life and medical insurance premiums paid by the Company.
|
(2)
|
Participation in the HEICO Savings and Investment Plan is available to substantially all employees of the Company.
|
(3)
|
For more information on the HEICO Corporation Leadership Compensation Plan, see “Non-qualified Deferred Compensation,” which follows below within this Executive Compensation section.
|
(4)
|
Personal use of Company’s vehicle provided to the Named Executive Officer. The Company reports the personal use of such vehicles as part of each Named Executive Officer’s compensation.
|
(5)
|
Our Named Executive Officers personally use the Company’s facilities, and from time to time, use tickets for entertainment and other events for personal purposes, and receive occasional secretarial support with respect to personal matters. These perquisites and other personal benefits in aggregate, however, do not exceed $10,000 for any of the Named Executive Officers.
|
|
|
Grant
Date
|
|
Share Class
(1)
|
|
Payouts Under Non-Equity Incentive Plan
Awards for Performance at Specified Levels
(2)
|
|
All Other Option Awards: Number of Securities Underlying Options
(3)
|
|
Exercise Price of Option Awards
(4)
|
|
Grant Date Closing Market Price
|
|
Grant Date Fair Value of Option Awards
(5)
|
|||||||||||||||||||||
Name
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Earned
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Laurans A. Mendelson
|
|
—
|
|
—
|
|
|
$1,022,300
|
|
|
|
$1,898,600
|
|
|
|
$2,774,800
|
|
|
|
$1,164,842
|
|
|
—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Carlos L. Macau, Jr.
|
|
6/8/2015
|
|
CA
|
|
444,700
|
|
|
825,800
|
|
|
1,207,000
|
|
|
506,673
|
|
|
25,000
|
|
|
48.65
|
|
|
48.65
|
|
|
536,600
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Eric A. Mendelson
|
|
6/8/2015
|
|
C
|
|
565,400
|
|
|
1,050,100
|
|
|
1,534,800
|
|
|
644,286
|
|
|
50,000
|
|
|
57.95
|
|
|
57.95
|
|
|
1,422,960
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Victor H. Mendelson
|
|
6/8/2015
|
|
C
|
|
565,400
|
|
|
1,050,100
|
|
|
1,534,800
|
|
|
644,286
|
|
|
50,000
|
|
|
57.95
|
|
|
57.95
|
|
|
1,422,960
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Thomas S. Irwin
|
|
—
|
|
—
|
|
191,600
|
|
|
355,900
|
|
|
520,100
|
|
|
218,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
“C” denotes HEICO Common Stock and “CA” denotes HEICO Class A Common Stock.
|
(2)
|
These values represent the threshold, target, and maximum payouts under the Incentive Plan. The actual earned bonus awards under the Incentive Plan were paid at 61.4% of the targeted levels and in accordance with the Incentive Plan because the Company did not meet its targeted net income. Please refer to the “Bonus” section of the Compensation Discussion and Analysis for further information about the Incentive Plan.
|
(3)
|
The right of the holder to exercise the options vests at the rate of 20% per year over a period of five years from the grant date.
|
(4)
|
The fiscal 2015 option awards were granted under the Incentive Plan which defines the exercise price as the closing sale price on the date of grant.
|
(5)
|
Represents the grant date fair value of option awards granted to the Named Executive Officer in fiscal 2015. See Note (2) to the Summary Compensation Table above for additional information on how the fair values were computed.
|
|
|
Share Class
(1)
|
|
Option Grant Date
|
|
Number of Securities
Underlying Unexercised Options
|
|
Option Exercise Price
|
|
Option Expiration Date
|
||||||
Name
|
|
|
|
Exercisable
|
|
Unexercisable
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Laurans A. Mendelson
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Carlos L. Macau, Jr.
|
|
CA
|
|
6/1/2012
|
|
37,500
|
|
|
25,000
|
|
|
|
$25.01
|
|
|
6/1/2022
|
|
|
CA
|
|
6/18/2012
|
|
9,375
|
|
|
6,250
|
|
|
|
$25.02
|
|
|
6/18/2022
|
|
|
CA
|
|
6/10/2013
|
|
12,500
|
|
|
18,750
|
|
|
|
$30.18
|
|
|
6/10/2023
|
|
|
CA
|
|
6/8/2015
|
|
—
|
|
|
25,000
|
|
|
|
$48.65
|
|
|
6/8/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Eric A. Mendelson
|
|
C
|
|
9/14/2009
|
|
244,141
|
|
|
—
|
|
|
|
$16.18
|
|
|
9/14/2019
|
|
|
C
|
|
9/13/2010
|
|
195,313
|
|
|
—
|
|
|
|
$21.44
|
|
|
9/13/2020
|
|
|
C
|
|
9/12/2011
|
|
125,000
|
|
|
31,250
|
|
|
|
$31.12
|
|
|
9/12/2021
|
|
|
C
|
|
6/10/2013
|
|
25,000
|
|
|
37,500
|
|
|
|
$41.82
|
|
|
6/10/2023
|
|
|
C
|
|
6/8/2015
|
|
—
|
|
|
50,000
|
|
|
|
$57.95
|
|
|
6/8/2025
|
|
|
CA
|
|
6/10/2013
|
|
25,000
|
|
|
37,500
|
|
|
|
$30.18
|
|
|
6/10/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Victor H. Mendelson
|
|
C
|
|
9/14/2009
|
|
244,141
|
|
|
—
|
|
|
|
$16.18
|
|
|
9/14/2019
|
|
|
C
|
|
9/13/2010
|
|
195,313
|
|
|
—
|
|
|
|
$21.44
|
|
|
9/13/2020
|
|
|
C
|
|
9/12/2011
|
|
125,000
|
|
|
31,250
|
|
|
|
$31.12
|
|
|
9/12/2021
|
|
|
C
|
|
6/10/2013
|
|
25,000
|
|
|
37,500
|
|
|
|
$41.82
|
|
|
6/10/2023
|
|
|
C
|
|
6/8/2015
|
|
—
|
|
|
50,000
|
|
|
|
$57.95
|
|
|
6/8/2025
|
|
|
CA
|
|
6/10/2013
|
|
25,000
|
|
|
37,500
|
|
|
|
$30.18
|
|
|
6/10/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thomas S. Irwin
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
(1)
|
“C” denotes HEICO Common Stock and “CA” denotes HEICO Class A Common Stock.
|
Name
|
|
Plan
|
|
Executive
Contributions
in Last Fiscal
Year
|
|
Registrant
Contributions
in Last Fiscal
Year
(1)
|
|
Aggregate Earnings in Last Fiscal Year
(2)
|
|
Aggregate
Withdrawals/
Distributions
|
|
Aggregate
Balance at
Last Fiscal
Year End
(3)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Laurans A. Mendelson
|
|
LCP
|
|
|
$79,660
|
|
|
|
$1,339,830
|
|
|
|
$108,280
|
|
|
|
($85,797
|
)
|
|
|
$13,639,388
|
|
|
|
DCP
|
|
—
|
|
|
—
|
|
|
(286,434
|
)
|
|
—
|
|
|
3,183,982
|
|
|||||
|
|
Total
|
|
79,660
|
|
|
1,339,830
|
|
|
(178,154
|
)
|
|
(85,797
|
)
|
|
16,823,370
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Carlos L. Macau, Jr.
|
|
LCP
|
|
161,318
|
|
|
342,577
|
|
|
51,441
|
|
|
—
|
|
|
1,854,606
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Eric A. Mendelson
|
|
LCP
|
|
44,061
|
|
|
435,621
|
|
|
(30,623
|
)
|
|
—
|
|
|
5,230,562
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Victor H. Mendelson
|
|
LCP
|
|
44,061
|
|
|
435,621
|
|
|
37,176
|
|
|
(47,552
|
)
|
|
4,957,507
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Thomas S. Irwin
|
|
LCP
|
|
14,931
|
|
|
714,465
|
|
|
99,353
|
|
|
—
|
|
|
8,249,743
|
|
|||||
|
|
DCP
|
|
—
|
|
|
—
|
|
|
3,696
|
|
|
(740,071
|
)
|
|
—
|
|
|||||
|
|
Total
|
|
14,931
|
|
|
714,465
|
|
|
103,049
|
|
|
(740,071
|
)
|
|
8,249,743
|
|
(1)
|
Includes discretionary contributions of $1,300,000, $325,252, $413,590, $413,590, and $707,000 to Laurans A. Mendelson, Carlos L. Macau, Jr., Eric A. Mendelson, Victor H. Mendelson, and Thomas S. Irwin, respectively. Amounts also include matching contributions of $39,830, $17,325, $22,031, $22,031, and $7,465, to Laurans A. Mendelson, Carlos L. Macau, Jr., Eric A. Mendelson, Victor H. Mendelson, and Thomas S. Irwin, respectively. The aggregate of these contributions is also reported in the column entitled “Company Contributions to HEICO Corporation Leadership Compensation Plan” in the “All Other Compensation” table which supplements the “Summary Compensation Table.”
|
(2)
|
These amounts are not “above-market” or “preferential earnings” and therefore are not reported in the “Summary Compensation Table.” The earnings in the LCP for each executive officer reflect investment returns that were generated from self-directed investments by the executive officers of all amounts in the plan held for those executive officers, including contributions by both the Company and the executive officers in the last fiscal year and prior years. All earnings in the DCP for each executive officer reflect investment returns on self-directed investments of compensation deferred into the DCP by each executive officer in prior years. We have never contributed to the DCP and no further deferrals may be made by executive officers to the DCP.
|
(3)
|
Of these aggregate balances, which reflect any aggregate withdrawals/distributions, the following amounts were reported as compensation to the Named Executive Officers in the Summary Compensation Tables in our previous proxy statements beginning with the fiscal 2007 proxy statement: Laurans A. Mendelson $7,701,044; Carlos L. Macau, Jr. $1,157,977; Eric A. Mendelson $3,263,523; Victor H. Mendelson $3,127,741; and Thomas S. Irwin $4,972,151.
|
|
|
2015
|
|
2014
|
||||
Audit fees
(1)
|
|
|
$2,498,000
|
|
|
|
$2,339,500
|
|
Audit-related fees
(2)
|
|
—
|
|
|
41,385
|
|
||
Tax fees
(3)
|
|
275,200
|
|
|
95,900
|
|
||
All other fees
(4)
|
|
23,000
|
|
|
—
|
|
||
Total fees
|
|
|
$2,796,200
|
|
|
|
$2,476,785
|
|
(1)
|
Audit fees consist of fees billed for services rendered for the annual audit of our consolidated financial statements, the audit of the effectiveness of our internal control over financial reporting, the review of our condensed consolidated financial statements included in our quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-related fees consist of fees billed for services related to financial accounting and due diligence services performed during fiscal 2014.
|
(3)
|
Tax fees consist of fees billed for tax advisory services principally pertaining to a fiscal 2015 acquisition and a foreign tax credit analysis performed during fiscal 2015, transfer pricing analyses performed in both fiscal 2015 and 2014 and tax due diligence services performed in fiscal 2014.
|
(4)
|
All other fees consist of fees billed for non-audit assurance services rendered for the review of financial data provided to certain strategic partners.
|
|
BY ORDER OF THE BOARD OF DIRECTORS,
|
|
|
|
Laurans A. Mendelson
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
1.
|
ELECTION OF HEICO’S BOARD OF DIRECTORS FOR THE ENSUING YEAR
|
01 - Thomas S. Culligan
|
|
02 - Adolfo Henriques
|
|
03 - Samuel L. Higginbottom
|
04 - Mark H. Hildebrandt
|
|
05 - Wolfgang Mayrhuber
|
|
06 - Eric A. Mendelson
|
07 - Laurans A. Mendelson
|
|
08 - Victor H. Mendelson
|
|
09 - Julie Neitzel
|
10 - Dr. Alan Schriesheim
|
|
11 - Frank J. Schwitter
|
|
|
o
|
Mark here to vote
|
o
|
Mark here to
WITHHOLD
|
o
|
For All
EXCEPT
- To withhold authority to vote for any
|
|
FOR
all nominees
|
|
vote from all nominees
|
|
nominee(s), write the name(s) of such nominee(s) below.
|
|
|
|
|
|
|
2.
|
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING OCTOBER 31, 2016
|
o
|
FOR
|
o
|
AGAINST
|
o
|
ABSTAIN
|
3.
|
In their discretion, upon such other matters which may properly come before the meeting or any adjournments
|
|
Dated:________________________, 2016
|
|
|
|
Signature________________________________________
|
|
|
|
Signature, if held jointly_____________________________
|
|
|
|
Note: Please sign exactly as your name or names appear hereon. If signing as executor, trustee, administrator, attorney or guardian, etc., please print your full title.
|
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 |
---|
No information found
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Customer name | Ticker |
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Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|