These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
£
|
Preliminary Proxy Statement
|
|
£
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
ý
|
Definitive Proxy Statement
|
|
£
|
Additional Materials
|
|
£
|
Soliciting Material Pursuant to Section 240.14a-12
|
ý
|
No fee required.
|
£
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
£
|
Fee paid previously with preliminary materials.
|
£
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
(1)
|
To elect three directors to serve until the 2016 Annual Meeting of Shareholders, and until their successors have been elected and qualified, as listed in the accompanying proxy statement;
|
(2)
|
To vote on an advisory resolution on executive compensation; and
|
(3)
|
To transact such other business (which does not include nominations of directors) as may properly be brought before the meeting or any adjournment or postponement thereof.
|
•
|
Registered directly in your name with our transfer agent (also referred to as a "shareholder of record");
|
•
|
Held for you in an account with a broker, bank, or other nominee (shares held in "street name") – street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or nominee how to vote their shares.
|
•
|
You may submit another properly completed proxy card with a later date that is received no later than
January 29, 2013
.
|
•
|
You may vote again on the Internet or by telephone before the closing of those voting facilities at 11:59 pm (Central time) on
January 29, 2013
(only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted).
|
•
|
You may send a written notice that you are revoking your proxy to the Company's Secretary at Schnitzer Steel Industries, Inc., P.O. Box 10047, Portland, Oregon 97296-0047, Attention: Richard C. Josephson, Secretary, or hand-deliver it to the Secretary at or before the taking of the vote at the Annual Meeting.
|
•
|
You may attend the Annual Meeting, revoke your proxy and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
|
•
|
Remember that if you are a beneficial owner of Company shares holding shares in a street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your
|
Name of Beneficial Owner or
Number of Persons in Group
|
|
Common Stock
Beneficially Owned
|
||||
Number
|
|
|
Percent
|
|||
Royce & Associates LLC
|
|
3,646,548
|
|
(1)
|
|
13.8%
|
T. Rowe Price Associates, Inc.
|
|
2,102,625
|
|
(2)
|
|
8.0%
|
Advisory Research, Inc.
|
|
2,053,248
|
|
(3)
|
|
7.8%
|
Artisan Partners Limited Partnership
|
|
1,885,300
|
|
(4)
|
|
7.2%
|
State Street Corporation
|
|
1,533,574
|
|
(5)
|
|
5.8%
|
David J. Anderson
|
|
—
|
|
(6)
|
|
|
John D. Carter
|
|
264,466
|
|
(7)
|
|
1.0%
|
William A. Furman
|
|
98,679
|
|
(8)
|
|
*
|
Wayland R. Hicks
|
|
3,600
|
|
(6)
|
|
*
|
David L. Jahnke
|
|
—
|
|
|
|
|
Judith A. Johansen
|
|
—
|
|
(9)
|
|
|
William D. Larsson
|
|
1,000
|
|
(9)
|
|
|
Scott Lewis
|
|
59,852
|
|
(8)(16)
|
|
*
|
Kenneth M. Novack
|
|
313,058
|
|
(10)
|
|
1.2%
|
Tamara L. Lundgren
|
|
136,687
|
|
(11)
|
|
*
|
Richard D. Peach
|
|
8,779
|
|
|
|
*
|
Patrick L. Christopher
|
|
22,514
|
|
(12)
|
|
*
|
Richard C. Josephson
|
|
30,329
|
|
(13)
|
|
*
|
Thomas D. Klauer, Jr.
|
|
21,542
|
|
(14)
|
|
*
|
All current directors and executive officers as a group (16 persons)
|
|
977,784
|
|
(15)
|
|
3.7%
|
*
|
Less than 1%
|
(1)
|
Beneficial ownership as of
September 30, 2012
as reported by Royce & Associates, LLC, 745 Fifth Avenue, New York, NY 10151 in a Form 13F filed by the shareholder.
|
(2)
|
Beneficial ownership as of
September 30, 2012
as reported by T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202 in a Form 13F filed by the shareholder.
|
(3)
|
Beneficial ownership as of
September 30, 2012
as reported by Advisory Research, Inc., 8325 Forsyth Boulevard, Suite 700, Chicago, IL 63105 in a Form 13F filed by the shareholder.
|
(4)
|
Beneficial ownership as of September 30, 2012 as reported by Artisan Partners Limited Partnership, 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202 in a Form 13F filed by the shareholder.
|
(5)
|
Beneficial ownership as of September 30, 2012 as reported by State Street Corporation, One Lincoln Street, Boston, MA 02111 in a Form 13F filed by the shareholder.
|
(6)
|
Excludes
9,429
shares covered by deferred stock units ("DSUs") or credited to an account under the Deferred Compensation Plan for Non-Employee Directors (the "Director DCP").
|
(7)
|
Includes
114,020
shares subject to options that became exercisable prior to
October 31, 2012
.
|
(8)
|
Includes
9,000
shares subject to options that became exercisable prior to
October 31, 2012
. Excludes
15,908
shares covered by DSUs or credited to an account under the Director DCP.
|
(9)
|
Excludes
15,908
shares covered by DSUs or credited to an account under the Director DCP.
|
(10)
|
Includes
30,250
shares subject to options that became exercisable prior to
October 31, 2012
. Excludes
18,759
shares covered by DSUs or credited to an account under the Director DCP.
|
(11)
|
Includes
25,160
shares subject to options that became exercisable prior to
October 31, 2012
.
|
(12)
|
Includes
4,404
shares subject to options that became exercisable prior to
October 31, 2012
.
|
(13)
|
Includes
10,127
shares subject to options that became exercisable prior to
October 31, 2012
.
|
(14)
|
Includes
8,982
shares subject to options that became exercisable prior to
October 31, 2012
.
|
(15)
|
Includes
211,530
shares subject to options that became exercisable prior to
October 31, 2012
.
|
(16)
|
Mr. Lewis's line of credit at a bank is secured by a pledge of the assets held in his securities account maintained by the bank, which includes
50,852
shares of our Class A common stock.
|
Name, Year First Became
Director and Director Class
|
Business Experience and Qualifications
|
Age as of
January 30,
2013
|
|
Class I Director Nominees
|
|
|
|
|
|
|
|
William A. Furman 1993
|
Director of the Company since September 1993 and a member of the Company's Compensation and Nominating and Corporate Governance Committees. Since 1981, he has been President, Chief Executive Officer and a director of The Greenbrier Companies, Inc., a publicly-held company engaged in manufacturing, marketing and leasing railcars and other equipment. In addition to his experience as a CEO, Mr. Furman provides expertise in general manufacturing, international business, mergers and acquisitions, logistics, executive compensation, and government and community relations.
|
68
|
|
Name, Year First Became
Director and Director Class
|
Business Experience and Qualifications
|
Age as of
January 30,
2013
|
|
|
|
|
|
William D. Larsson 2006
|
Director of the Company since March 2006. Mr. Larsson is Lead Director and Chairman of the Company’s Audit Committee. From 2000 until 2009, Mr. Larsson was Senior Vice President and Chief Financial Officer of Precision Castparts Corp., a leading supplier of precision cast and forged industrial products. Mr. Larsson is a director of Clearwater Paper Corporation where he serves as Chairman of its Nominating and Governance Committee and a member of its Audit Committee. In addition to his experience as a CFO, Mr. Larsson provides expertise in general manufacturing, international business, mergers and acquisitions, executive compensation, strategic analysis, and growth management and organizational integration.
|
67
|
|
|
|
|
|
David L. Jahnke
|
Nominee for director. Mr. Jahnke worked for KPMG, the international accounting firm, from 1975 until 2010. From 2005 to 2010, he was the Global Lead Partner for a major KPMG client and was located in KPMG's Zurich, Switzerland office. Prior to that time he held positions of increasing responsibility in KPMG, including Office Managing Partner and Audit Partner in Charge of the Minneapolis office from 1999 to 2004. Mr. Jahnke is a Certified Public Accountant in Minnesota and a director of First Interstate Bank System, Inc. where he serves on its Audit and Governance and Nominating Committees. He is also a director of Swiss Re America Holding Corporation where he serves as Chairman of its Audit Committee and is a member of its Executive Committee. Mr. Jahnke brings experience and expertise in accounting and financial reporting, complex financial transactions and international business.
|
59
|
|
Name, Year First Became
Director and Director Class
|
Business Experience and Qualifications
|
Age as of January 30, 2013
|
|
Class II Directors
|
|
|
|
|
|
|
|
Wayland R. Hicks 2009
|
Director of the Company since April 2009 and a member of our Compensation and Nominating and Corporate Governance Committees. Mr. Hicks served as Director and Vice Chairman of United Rentals, Inc., a construction equipment rental company, from 1998 until March 2009. At United Rentals, Inc., he also served as Chief Executive Officer from December 2003 until June 2007 and Chief Operating Officer from 1997 until December 2003. Mr. Hicks served as Chief Executive Officer and President of Indigo N.V., a manufacturer of commercial and industrial printers, from 1996 to 1997, and as Vice Chairman and Chief Executive Officer of Nextel Communications Corp. from 1994 to 1995. From 1967 to 1994, he held various executive positions with Xerox Corporation. Mr. Hicks is a director of Perdue Farms Incorporated. In addition to his experience as a CEO, Mr. Hicks provides expertise in operations, general manufacturing, international business, mergers and acquisitions, logistics, executive compensation, and strategic planning and analysis.
|
70
|
|
Name, Year First Became
Director and Director Class
|
Business Experience and Qualifications
|
Age as of January 30, 2013
|
|
|
|
|
|
Judith A. Johansen 2006
|
Director of the Company since January 2006. Ms. Johansen is chairman of the Company's Compensation Committee and a member of the Audit Committee. Ms. Johansen is President of Marylhurst University in Lake Oswego, OR, a position she assumed in July 2008. Ms. Johansen was previously employed by PacifiCorp, an electric utility, as Executive Vice President of Regulation and External Affairs from December 2000 to December 2001 and was President and Chief Executive Officer from December 2001 through March 2006. Ms. Johansen is a director of Cascade BanCorp, IDACORP Inc. and Idaho Power Company, Kaiser Permanente Foundation Hospitals and Health Plan and Roseburg Forest Products Group. In addition to her experience as a CEO, Ms. Johansen provides expertise in the commodities markets, human resources, executive compensation, government and community relations, change management and environmental issues.
|
54
|
|
|
|
|
|
Tamara L. Lundgren 2008
|
President, Chief Executive Officer and a Director of the Company since December 2008. Ms. Lundgren joined the Company in September 2005 as Vice President and Chief Strategy Officer, became Executive Vice President, Strategy & Investments and President of Shared Services in April 2006 and served as Executive Vice President and Chief Operating Officer of the Company from November 2006 to December 2008. Prior to joining the Company, Ms. Lundgren was a managing director in investment banking at JPMorgan Chase, which she joined in 2001. From 1996 until 2001, Ms. Lundgren was a managing director of Deutsche Bank AG in New York and London. Prior to joining Deutsche Bank, Ms. Lundgren was a partner at the law firm of Hogan & Hartson, LLP in Washington, D.C. Ms. Lundgren is a director of Ryder System, Inc. and the Federal Reserve Bank of San Francisco, Portland Branch.
|
55
|
|
Class III Directors
|
|
|
|
|
|
|
|
David J. Anderson 2009
|
Director of the Company since April 2009 and Chairman of the Company's Nominating and Corporate Governance Committee and a member of our Audit Committee. Mr. Anderson served as Executive Director and Co-Vice Chairman of Sauer-Danfoss Inc., a worldwide leader in the design, manufacture and sale of engineered hydraulic, electric and electronic systems and components, from July 2008 through January 2009. He was President and Chief Executive Officer of Sauer-Danfoss Inc. from July 2002 until January 2009 and a director of Sauer-Danfoss Inc. from July 2002 until July 2008. Mr. Anderson served as Executive Vice President – Strategic Business Development of Sauer-Danfoss Inc. from May 2000 until July 2002. From 1984 to May 2000, he held various senior management positions with Sauer-Danfoss Inc. and Sauer-Danfoss (US) Company. From 1970 to 1984, Mr. Anderson held various executive positions in business development, sales, marketing and applications engineering with manufacturing and distribution businesses in the fluid power industry. Mr. Anderson is a director of Modine Manufacturing Company and serves on its Audit and Corporate Governance and Nominating committees and is Board Chair of MTS Systems Corporation and serves on its Audit Committee. He has also served on the boards of the National Fluid Power Association and the National Fluid Power Association's Technology and Education Foundation, chairing each in 2008 and 2009. In addition to his experience as a CEO, Mr. Anderson provides expertise in general manufacturing, international business, strategic planning, growth management, operational integration and operations.
|
65
|
|
Name, Year First Became
Director and Director Class
|
Business Experience and Qualifications
|
Age as of January 30, 2013
|
|
|
|
|
|
John D. Carter 2005
|
Director of the Company since May 2005 and Chairman of the Board since December 2008. Mr. Carter was President and Chief Executive Officer of the Company from May 2005 to December 2008. From 2002 to May 2005, Mr. Carter was engaged in a consulting practice focused primarily on strategic planning in transportation and energy for national and international businesses, as well as owning other small business ventures. From 1982 to 2002, Mr. Carter served in a variety of senior management capacities at Bechtel Group, Inc., an engineering and construction company, including as Executive Vice President and Director, as well as President of Bechtel Enterprises, Inc., a wholly-owned subsidiary, and other operating groups. He retired from Bechtel at the end of 2002. Prior to his Bechtel tenure, Mr. Carter was a partner in a San Francisco law firm. He is a director of Northwest Natural Gas Company, FLIR Systems, Inc., and Kuni Automotive. In addition to his prior service as the Company's Chief Executive Officer, Mr. Carter brings extensive international business experience and provides expertise in strategic planning and analysis, mergers and acquisitions, operations, environmental affairs, and government relations.
|
66
|
|
|
|
|
|
Kenneth M. Novack 1991
|
Director of the Company since 1991 and Chairman from May 2005 until December 2008. Mr. Novack is the President of MMGL Corp. Mr. Novack was Chief Executive Officer of MMGL from January 2002 until January 2006, Chairman of the Board of MMGL from 2004 to 2006, and President of MMGL from 1991 until 2002. Mr. Novack served as Chairman of the Board of Liberty Shipping Group from 1991 until 2006 and Chairman of the Board of Lasco Shipping Co. from 2000 to 2003. He is a director of Genesis Financial Solutions, Inc. and a director and Chairman of the Board of Avinger, Inc., a developer and manufacturer of medical devices. In addition to his prior service as an executive officer and former Chairman of the Board of the Company, which provided him extensive experience in the scrap metal industry, Mr. Novack provides expertise in logistics, particularly shipping, international business, commodities, mergers and acquisitions, investor and media relations, and strategic planning and analysis. Mr. Novack is a member of the Schnitzer family.
|
67
|
|
|
|
Board Committees
|
||||
Director
|
|
Audit
|
|
Compensation
|
|
Nominating &
Corporate Governance
|
David J. Anderson
|
|
l
|
|
|
|
C
|
William A. Furman
|
|
|
|
l
|
|
l
|
Wayland R. Hicks
|
|
|
|
l
|
|
l
|
Judith A. Johansen
|
|
l
|
|
C
|
|
|
William D. Larsson
|
|
C
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
|||||
David J. Anderson
|
|
72,995
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
192,995
|
|
Robert S. Ball(5)
|
|
37,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,005
|
|
John D. Carter
|
|
900,000
|
|
|
—
|
|
|
157,453
|
|
|
64,303
|
|
|
1,121,756
|
|
William A. Furman
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
Wayland R. Hicks
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
Judith A. Johansen
|
|
80,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
William D. Larsson
|
|
115,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
235,000
|
|
Scott Lewis
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
Kenneth M. Novack
|
|
70,000
|
|
|
120,000
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
Jean S. Reynolds(5)
|
|
35,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
(1)
|
Includes amounts deferred at the election of a director under the Deferred Compensation Plan for Non-Employee Directors, which is described below. For Mr. Carter, represents base salary paid pursuant to his employment agreement as the Chairman of the Board (as described below) and, as described below, a
$250,000
cash bonus awarded by the Compensation Committee in respect of his fiscal 2012 performance in lieu of RSUs valued at $750,000 to which he was entitled under his employment agreement and waived.
|
(2)
|
Represents the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Classification ("ASC") Topic 718, excluding the effect of estimated forfeitures. These amounts reflect the grant date fair value and may not correspond to the actual value that will be recognized by the directors. Stock awards consist of DSUs valued using the closing market price of the Company's Class A common stock on the NASDAQ Global Select Market on the grant date. On
January 25, 2012
, the date of the Company's 2012 Annual Meeting, each director then in office other than Mr. Carter and Ms. Lundgren was automatically granted DSUs for
2,600.217
shares. The grant date fair value of this DSU grant to each director was
$120,000
(or
$46.15
per share) which was equal to the closing market price of the Company's Class A common stock on the grant date. These DSUs vest on
January 29, 2013
(the day before the
2013
annual meeting), subject to continued Board service. The DSUs become fully vested on the earlier death or disability of a director or a change in control of the Company (as defined in the DSU award agreement). After the DSUs have become vested, directors will be credited with additional whole or fractional shares to reflect dividends that would have been paid on the stock subject to the DSUs. The Company will issue Class A common stock to a director pursuant to vested DSUs in a lump sum in January of the year following the year the director ceases to be a director of the Company, subject to the right of the director to elect an installment payment program under the Company's Deferred Compensation Plan for Non-Employee Directors.
|
(3)
|
Represents changes in the actuarial present value of accumulated benefits under the Company's Pension Retirement Plan and the Company's Supplemental Executive Retirement Bonus Plan. At
August 31, 2012
, the actuarial present value of Mr. Carter's accumulated benefits under these plans was $433,359.
|
(4)
|
Includes Company matching contributions of
$10,000
to Mr. Carter's account under the 401(k) Plan,
$20,739
in premiums paid for medical plans,
$3,564
in premiums paid for life, disability and other insurance, and a
$30,000
automobile allowance.
|
(5)
|
Mr. Ball and Ms. Reynolds ceased to be directors of the Company on January 25, 2012.
|
Name
|
Title
|
Tamara L. Lundgren
|
President and Chief Executive officer
|
Richard D. Peach
|
Senior Vice President and Chief Financial Officer
|
Patrick L. Christopher
|
Senior Vice President and President, Metals Recycling Business
|
Richard C. Josephson
|
Senior Vice President, General Counsel and Secretary
|
Thomas D. Klauer
|
Senior Vice President and President, Auto Parts Business
|
•
|
Promote creation of shareholder value;
|
•
|
Attract and retain qualified high performing executive officers;
|
•
|
Motivate high levels of performance; and
|
•
|
Be competitive in the market for talent.
|
•
|
Our Metals Recycling Business ("MRB") shipped 5.1 million ferrous tons and 629 million nonferrous pounds while continuing to execute our strategy for growth, which included achieving higher nonferrous yields, delivering enhanced operational synergies and expanding our geographic platform.
|
•
|
Our Auto Parts Business ("APB") focused on maximizing throughput across its 51 locations, generating an 11% operating margin on an aggregate of 339 thousand cars purchased.
|
•
|
Our Steel Manufacturing Business ("SMB") increased volumes 2%, which drove a full-year utilization rate of 58%.
|
•
|
In its April 2012 salary review, the Committee did not increase the base salaries of the CEO or any of the other named executive officers.
|
•
|
Due to the Company's lower fiscal 2012 financial performance, our annual incentive plan would have paid out below target for the CEO and the other named executive officers except Mr. Christopher. Consistent with our compensation objective to reward consistent performance over a multi-year period, the CEO and the other named executive officers waived all, or in the case of Mr. Christopher 25%, of their annual cash bonuses and instead received a premium-priced (also known as "out-of-the-money") option grant with a two-year vesting period and a five-year term which was priced at 120% of the market price of our Class A Common Stock on the grant date and, in the case of the CEO, also included an RSU grant which will vest on the fifth anniversary of the grant date.
|
•
|
Payouts under the 2010 to 2012 performance-based long term incentive program also reflected the Company's fiscal 2012 performance, as the payout factors for the fiscal 2012 EPS and ROCE metrics were zero.
|
•
|
In November 2011 the Committee granted time-based RSUs in lieu of performance share awards in light of the market uncertainties, including the escalation of the European financial crisis, which made establishing multi-year performance targets for fiscal 2012-2014 extremely difficult. In making this decision, the Committee considered our compensation objectives to align our executives' interests with the interests of shareholders and to attract and retain qualified high performing executive officers.
|
•
|
Developing and making recommendations to the Board with respect to our compensation policies and programs;
|
•
|
Determining the levels of all compensation to be paid to our Chief Executive Officer and other executive officers (including annual base salary and incentive compensation, equity incentives and benefit plans); and
|
•
|
Granting stock options, performance shares, RSUs, and other awards under and administering our SIP.
|
•
|
Attended Committee meetings by telephone;
|
•
|
Reviewed peer group for long-term incentive design;
|
•
|
Discussed executive compensation trends with the Committee and reviewed materials supplied to the Committee by management and Towers Watson, the Company's compensation consultant;
|
•
|
Discussed with the Committee shareholder reactions to the recommendations of Institutional Shareholder Services Inc. ("ISS") and Glass Lewis on the Company's advisory vote on executive compensation.
|
•
|
Reviewed our director compensation practices and prepared a director pay analysis;
|
•
|
Reviewed and discussed with the Committee Towers Watson's long-term incentive plan analysis;
|
•
|
Reviewed and provided comments on named executive officers' compensation;
|
•
|
Reviewed and provided comments for the Committee's consideration on the proposed waivers by the CEO and certain other executive officers of their fiscal 2012 annual cash bonus and the grant of premium priced (also referred to as "out-of-the-money") options and RSUs in lieu of fiscal 2012 bonuses;
|
•
|
Reviewed and provided comments on the Compensation Discussion and Analysis in the proxy statement for the
2012
annual meeting of shareholders; and
|
•
|
Provided market information on pay levels, practices and plan design for selected executive positions.
|
•
|
Provided information on peer group financial and market performance;
|
•
|
Provided advice on the proposed waivers by the CEO and certain other executive officers of their fiscal 2012 annual cash bonuses and the grant of premium priced (also referred to as "out-of-the-money") options and RSUs in lieu of fiscal 2012 bonuses; and
|
•
|
Reviewed and provided advice on our long-term incentive plan design and grant guidelines, evaluated our aggregate share use and economic dilution compared to market practice and reviewed proposed equity grants for eligible participants.
|
•
|
CEO performance−based equity awards.
We ensured that half of the CEO's annual long term incentive grants were performance-based.
|
•
|
We aligned executive compensation with future performance and reduced cash compensation.
Each of the named executive officers waived all (or, in the case of Mr. Christopher, a portion) of their short-term cash incentive awards for fiscal 2012, which generally would have paid out significantly below target, in exchange for a premium-priced (also known as "out-of-the-money") option grant with a two-year vesting period and a five-year term which was priced at 120% of the market price of our Class A Common Stock on the grant date and, in the case of the CEO, also included an RSU grant with a five-year term. The awards to the CEO and each named executive officer had a grant date fair value equal to the target bonus. These grants further incentivize management to successfully execute on the restructuring initiatives undertaken in August 2012 and to optimize operational performance going forward.
|
•
|
Base Salary
|
•
|
Annual Incentive Programs (variable)
|
•
|
Long Term Incentive Program (variable)
|
◦
|
Stock Options
|
◦
|
Restricted Stock Units
|
◦
|
Performance Shares
|
•
|
Executive Benefits
|
◦
|
Retirement Benefits
|
◦
|
Change in Control Agreements
|
◦
|
Indemnity Agreements
|
◦
|
Other Benefits
|
Chief Executive Officer -- Total Direct Compensation - Fiscal 2012
|
Named Executive Officers other than CEO -- Total Direct Compensation - Fiscal 2012
|
Compensation Component
|
|
Period Earned
|
|
Amount Realized
|
|
Performance Results
|
||
Plan Triggered Payout
|
|
|
|
|
|
|
||
Base Salary
|
|
FY12
|
|
$
|
1,000,000
|
|
|
The CEO did not receive an increase in fiscal 2012.
|
Annual Incentive
|
|
FY12
|
|
—
|
|
|
The payout for the CEO was calculated at below target for fiscal 2012, and the CEO waived a cash payout ($960,000) in exchange for a premium-priced (also known as an "out-of the money")stock option and an RSU grant. The aggregate grant date fair value of the option and RSU grant was equal to 98% of her target bonus of $1,500,000. This approach was taken to incentivize the CEO with an award that would generally provide value only to the extent that the Company achieved superior stock price performance over the term of the option.
|
|
Performance-Based Stock Vested
|
|
FY10-FY12
|
|
825,108
|
|
|
This represents the vesting of LTIP performance shares awarded in fiscal 2010. While EPS and ROCE performance in fiscal 2010 and fiscal 2011 exceeded targets, the fiscal 2012 performance did not reach threshold levels. Therefore, one-third of the award had a payout factor of zero. The amount reflects the average of the payout factors over the three year performance period which ended at the end of fiscal 2012.
|
|
Time-Based Restricted Stock Units Vested
|
|
FY12
|
|
1,706,467
|
|
|
This represents the vesting of 20% of each of the time-based RSU awards granted in fiscal 2007, 2008, 2009, 2010 and 2011 and 100% of the RSU award granted in April 2010. The Company uses restricted stock to retain top talent and further align the interests of management with those shareholders. The grants generally vest 20% per year over five years.
|
|
Sign-on Bonus
|
|
FY12
|
|
75,000
|
|
|
This represents the final portion that vested in fiscal 2012 of the one-time signing bonus of $900,000 to defray costs associated with arranging housing in Portland received under the CEO's amended employment agreement executed in 2008.
|
|
Total
|
|
|
|
$
|
3,606,575
|
|
|
|
|
|
|
|
|
|
|
||
Executive Triggered Exercise
|
|
|
|
|
|
|
||
Stock Option Exercises
|
|
|
|
—
|
|
|
The CEO did not exercise any stock options in fiscal 2012.
|
|
Total
|
|
|
|
$
|
3,606,575
|
|
|
|
•
|
Reviewed and discussed the above section titled "Compensation Discussion and Analysis" with management; and
|
•
|
Based on the review and discussion above, recommended to the Board that the "Compensation Discussion and Analysis" section be included in this proxy statement.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Option Awards ($)(3)
|
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
|
|
All Other
Compensation
($)(6)
|
|
Total
($)
|
||||||||
Tamara L. Lundgren
|
|
2012
|
|
1,000,000
|
|
|
75,000
|
|
|
2,816,650
|
|
|
433,275
|
|
|
960,000
|
|
|
275,069
|
|
|
34,492
|
|
|
5,594,486
|
|
President and Chief
Executive Officer
|
|
2011
|
|
930,769
|
|
|
300,000
|
|
|
4,190,614
|
|
|
|
|
|
1,520,000
|
|
|
86,973
|
|
|
34,241
|
|
|
7,062,597
|
|
2010
|
|
830,769
|
|
|
300,000
|
|
|
3,842,136
|
|
|
|
|
|
1,638,000
|
|
|
90,820
|
|
|
35,118
|
|
|
6,736,843
|
|
||
Richard D. Peach
|
|
2012
|
|
570,000
|
|
|
—
|
|
|
663,335
|
|
|
328,311
|
|
|
127,680
|
|
|
—
|
|
|
39,566
|
|
|
1,728,892
|
|
Senior Vice President and
Chief Financial Officer
|
|
2011
|
|
549,750
|
|
|
—
|
|
|
623,086
|
|
|
|
|
|
438,353
|
|
|
—
|
|
|
38,794
|
|
|
1,649,983
|
|
2010
|
|
519,846
|
|
|
—
|
|
|
479,792
|
|
|
|
|
|
528,075
|
|
|
—
|
|
|
39,531
|
|
|
1,567,244
|
|
||
Patrick L. Christopher(7)
|
|
2012
|
|
488,096
|
|
|
—
|
|
|
494,788
|
|
|
-
|
|
|
550,000
|
|
|
8,364
|
|
|
58,093
|
|
|
1,599,341
|
|
Senior Vice President and
President, Metals Recycling Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Richard C. Josephson
|
|
2012
|
|
515,000
|
|
|
—
|
|
|
365,489
|
|
|
241,018
|
|
|
93,730
|
|
|
4,551
|
|
|
45,837
|
|
|
1,265,625
|
|
Senior Vice President, General
Counsel and Secretary
|
|
2011
|
|
503,591
|
|
|
—
|
|
|
394,089
|
|
|
|
|
|
288,054
|
|
|
3,023
|
|
|
45,471
|
|
|
1,234,228
|
|
2010
|
|
488,468
|
|
|
—
|
|
|
320,593
|
|
|
|
|
|
320,557
|
|
|
1,311
|
|
|
46,107
|
|
|
1,177,036
|
|
||
Thomas D. Klauer
|
|
2012
|
|
470,000
|
|
|
—
|
|
|
494,414
|
|
|
183,299
|
|
|
122,200
|
|
|
—
|
|
|
41,434
|
|
|
1,311,347
|
|
Senior Vice President and
President, Auto Parts Business
|
|
2011
|
|
457,723
|
|
|
—
|
|
|
516,691
|
|
|
|
|
|
438,041
|
|
|
—
|
|
|
38,311
|
|
|
1,450,766
|
|
|
2010
|
|
436,446
|
|
|
—
|
|
|
378,506
|
|
|
|
|
|
447,356
|
|
|
—
|
|
|
39,325
|
|
|
1,301,633
|
|
(1)
|
Amounts for Ms. Lundgren represent the portion of the
$900,000
sign on bonus to defray costs associated with arranging housing in Portland received under her amended employment agreement that vested in each fiscal year.
|
(2)
|
Represents the aggregate grant date fair value of stock awards granted during each of the years computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. These amounts reflect the grant date fair value and may not correspond to the actual value that will be recognized by the named executive officers. Stock awards consist of RSUs and LTIP performance shares, in each case valued using the closing market price of the Company's Class A common stock on the NASDAQ Global Select Market on the grant date. For Ms. Lundgren the amount reported for 2012 includes an RSU award of 2,763 shares which vests on the fifth anniversary of the grant date relating to the waived bonus. For LTIP performance shares, the grant date fair value is calculated based on the target number of shares which, as of the grant date, was the estimated number of shares to be issued. If the maximum number of shares issuable under LTIP performance share awards had been used in this calculation in lieu of the target number of shares, the amounts in the table for fiscal
2012
would have been
$4,316,641
for Ms. Lundgren,
$1,090,827
for Mr. Peach,
$844,783
for Mr. Christopher,
$565,483
for Mr. Josephson and
$794,391
for Mr. Klauer. The assumptions made in determining the grant date fair values of stock awards under FASB ASC Topic 718 are disclosed in Note 17 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended August 31, 2012.
|
(3)
|
Represents the excess of (a) the grant date fair value of options granted in August 2012 in exchange for waivers of annual bonus payments over (b) the annual bonus payments that would have been paid if not for the bonus waivers. These premium-priced (also known as "out-of-the-money") options have a term of five years and become exercisable for 100% of the shares covered by the options on the second anniversary of the grant date. The exercise price of these options was set at $34.75, which was 120% of the closing market price of the Company's Class A common stock on the grant date. See "Compensation Discussion and Analysis - Annual Incentive Programs - Annual Bonus Waivers for Options and RSUs." The grant date fair value of the options was computed in accordance with FASB ASC Topic 718 using the Black-Scholes option pricing model, excluding the effect of estimated forfeitures. The assumptions made in determining the grant date fair values of options under FASB ASC Topic 718 are disclosed in Note 17 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended August 31, 2012.
|
(4)
|
Non-Equity Incentive Plan Compensation in fiscal
2012
consists of amounts paid under the AICP to Mr. Christopher and amounts that were earned based on the achievement of performance goals, but waived, by named executive officers under
|
(5)
|
Represents changes in the actuarial present value of accumulated benefits under the Pension Retirement Plan and the SERBP for each of the years presented using the same pension plan measurement date used for financial statement reporting purposes.
|
(6)
|
Includes for fiscal
2012
Company contributions of
$10,000
to the account of each named executive officer under the 401(k) Plan (including matching contributions, annual contributions and transition contributions relating to the frozen Pension Plan). Includes for fiscal
2012
premiums paid for medical plans in the following amounts: Ms. Lundgren,
$8,902
; Mr. Peach,
$14,809
; Mr. Christopher,
$24,041
; Mr. Josephson,
$21,066
; and Mr. Klauer,
$7,087
. Includes for fiscal
2012
premiums paid for life, disability and other insurance in the following amounts: Ms. Lundgren,
$5,844
; Mr. Peach,
$3,564
; Mr. Christopher,
$3,564
; Mr. Josephson,
$3,564
; and Mr. Klauer,
$3,427
. Includes for fiscal
2012
automobile allowance and fuel purchase fringe benefits in the following amounts: Ms. Lundgren,
$9,746
; Mr. Peach,
$11,193
; Mr. Christopher,
$20,488
; Mr. Josephson,
$11,207
; and Mr. Klauer,
$20,920
. The incremental costs of these benefits are calculated based on the actual incremental costs to us.
|
(7)
|
Mr. Christopher was promoted to Senior Vice President and President, Metals Recycling Business in March 2012.
|
Name
|
|
Grant
Date
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards(1)
|
|
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(3)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)(4)
|
Exercise or Base Price of Option Awards ($/sh)(5)
|
Grant
Date
Fair
Value
of Stock
Awards and Options($)(6)
|
||||||||||||||||||
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||||||
Tamara L. Lundgren
|
|
8/30/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,763
|
|
|
|
|
75,375
|
|
||||||||
8/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
34.75
|
|
1,393,275
|
|
|||||||||
7/24/2012
|
|
|
|
|
|
|
|
28,550
|
|
|
57,099
|
|
|
114,198
|
|
|
|
|
|
|
1,499,991
|
|
||||||||
11/21/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,179
|
|
|
|
|
1,241,285
|
|
||||||||||
|
|
—
|
|
|
1,500,000
|
|
|
4,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Richard D. Peach
|
|
8/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,092
|
|
34.75
|
|
455,991
|
|
|||||||
7/24/2012
|
|
|
|
|
|
|
|
8,137
|
|
|
16,273
|
|
|
32,546
|
|
|
|
|
|
|
427,492
|
|
||||||||
11/21/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,354
|
|
|
|
|
235,844
|
|
||||||||||
|
|
171,000
|
|
|
456,000
|
|
|
912,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Patrick L. Christopher
|
|
8/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,803
|
|
34.75
|
|
137,498
|
|
|||||||
7/24/2012
|
|
|
|
|
|
|
|
6,662
|
|
|
13,323
|
|
|
26,646
|
|
|
|
|
|
|
349,995
|
|
||||||||
11/21/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,287
|
|
|
|
|
144,792
|
|
||||||||||
|
|
150,000
|
|
|
550,000
|
|
|
550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Richard C. Josephson
|
|
8/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,039
|
|
34.75
|
|
334,748
|
|
|||||||
7/24/2012
|
|
|
|
|
|
|
|
3,807
|
|
|
7,613
|
|
|
15,226
|
|
|
|
|
|
|
199,994
|
|
||||||||
11/21/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,757
|
|
|
|
|
165,496
|
|
||||||||||
|
|
125,531
|
|
|
334,750
|
|
|
669,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Thomas D. Klauer
|
|
8/28/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,890
|
|
34.75
|
|
305,499
|
|
|||||||
7/24/2012
|
|
|
|
|
|
|
|
5,710
|
|
|
11,419
|
|
|
22,838
|
|
|
|
|
|
|
299,977
|
|
||||||||
11/21/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,414
|
|
|
|
|
194,437
|
|
||||||||||
|
|
114,563
|
|
|
305,500
|
|
|
611,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
All amounts reported in these columns represent the potential bonuses payable for performance in fiscal
2012
under the Company's AICP or annual bonus program under Ms. Lundgren's employment agreement. The Committee annually approves target bonus levels as a percentage of either base salary as of the end of the fiscal year (for Ms. Lundgren and, in 2012, for Mr. Christopher) or base salary actually paid during the fiscal year (for other officers). The total target bonus percentages for the named executive officers were as follows: Ms. Lundgren,
150%
; Mr. Peach,
80%
; Mr. Christopher,
100%
; Mr. Josephson,
65%
; and Mr. Klauer,
65%
. For Messrs. Peach, Josephson and Klauer, the Committee retained discretion to pay bonuses below the stated threshold and above the stated maximum amounts. See "Compensation Discussion and Analysis – Annual
|
(2)
|
Amounts reported in these columns represent LTIP performance shares granted in fiscal 2012 and are based on performance during fiscal years 2013-2014. See "Compensation Discussion and Analysis – Long Term Incentive Program."
|
(3)
|
Represents RSUs granted under the Company's SIP. RSUs generally vest ratably over
five
years, subject to continued employment. The 2,763 RSUs granted to Ms. Lundgren on August 30, 2012 in exchange for waiver of her annual bonus payment will vest fully on August 28, 2017, subject to her continued employment. The number of RSUs granted was determined in conjunction with the stock option grant on August 28, 2012. Vesting may be accelerated in certain circumstances, as described under "Potential Payments Upon Termination or Change in Control."
|
(4)
|
Represents options granted in exchange for waivers of annual bonus payments. See "Compensation Discussion and Analysis - Annual Incentive Programs - Annual Bonus Waivers for Options and RSUs." These premium-priced (also known as "out-of-the-money") options have a term of five years and become exercisable for 100% of the shares covered by the options on the second anniversary of the grant date. The exercise price of these options was set at $34.75, which was 120% of the closing market price of the Company's Class A common stock on the grant date. Vesting may be accelerated in certain circumstances, as described under "Potential Payments Upon Termination or Change in Control."
|
(5)
|
The exercise price of the options is 120% of the closing price of our Class A Common Stock on the grant date.
|
(6)
|
Represents the aggregate grant date fair value of options, RSUs and LTIP performance share awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the options is $9.29 per share computed in accordance with FASB ASC Topic 718 using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair values of options under FASB ASC Topic 718 are disclosed in Note 17 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended August 31, 2012. The grant date fair value of the RSUs is equal to the value of the underlying restricted shares based on the closing market price of the Company's Class A common stock on the grant date. The grant date fair value of the LTIP performance share awards is calculated by multiplying the target number of shares issuable under the award by the closing market price of the Company's Class A common stock on the grant date. Of the grant date fair values of the options granted on August 28, 2012 reported in the table above, $960,000, $127,680, $137,498, $93,730, and $122,200 represent the earned but waived amount of the non-equity incentive plan awards for Ms. Lundgren and Messrs. Peach, Christopher, Josephson and Klauer, respectively.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
(#)(1)
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
(#)(2)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)(3)
|
|
|
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)(4)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
|
|
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(4)
|
||||||||
Tamara L. Lundgren
|
|
10,000
|
|
|
—
|
|
|
|
30.19
|
|
|
10/19/2015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10,276
|
|
|
—
|
|
|
|
34.46
|
|
|
11/29/2015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
4,884
|
|
|
—
|
|
|
|
30.71
|
|
|
1/11/2016
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
150,000
|
|
(5)
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,434
|
|
(6)
|
|
67,227
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
398
|
|
(6)
|
|
10,993
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
9,299
|
|
(7)
|
|
256,838
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
17,064
|
|
(8)
|
|
471,308
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
17,717
|
|
(9)
|
|
489,344
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
22,544
|
|
(10)
|
|
622,665
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
22,544
|
|
(10)
|
|
622,665
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,763
|
|
(11)
|
|
76,314
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
28,941
|
|
(12)
|
|
799,350
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
15,072
|
|
(13)
|
|
416,289
|
|
|
18,959
|
|
(14)
|
|
523,657
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
114,198
|
|
(15)
|
|
3,154,149
|
|
Richard D. Peach
|
|
—
|
|
|
49,092
|
|
(5)
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
400
|
|
(6)
|
|
11,048
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,782
|
|
(7)
|
|
49,219
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,413
|
|
(8)
|
|
94,267
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,284
|
|
(10)
|
|
118,324
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,284
|
|
(10)
|
|
118,324
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
5,546
|
|
(12)
|
|
153,181
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,014
|
|
(13)
|
|
83,247
|
|
|
3,791
|
|
(14)
|
|
104,717
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
32,546
|
|
(15)
|
|
898,921
|
|
Patrick L. Christopher
|
|
4,404
|
|
|
—
|
|
|
|
34.46
|
|
|
11/29/2015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
14,803
|
|
(5)
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
309
|
|
(6)
|
|
8,535
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,116
|
|
(7)
|
|
30,824
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,991
|
|
(8)
|
|
54,991
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,630
|
|
(10)
|
|
72,641
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,630
|
|
(10)
|
|
72,641
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,611
|
|
(12)
|
|
99,736
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,780
|
|
(13)
|
|
49,164
|
|
|
2,211
|
|
(14)
|
|
61,077
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
26,646
|
|
(15)
|
|
735,963
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
6,261
|
|
(16)
|
|
172,929
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options -
Exercisable
(#)(1)
|
|
Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
(#)(2)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of Share or Units of Stock That Have Not Vested (#)(3)
|
|
|
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)(4)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
|
|
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(4)
|
||||||
Richard C. Josephson
|
|
10,127
|
|
—
|
|
|
30.71
|
|
|
1/11/2016
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
36,039
|
(5)
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343
|
|
(6)
|
|
9,474
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,407
|
|
(7)
|
|
38,861
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,959
|
|
(8)
|
|
54,108
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,006
|
|
(10)
|
|
83,026
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,006
|
|
(10)
|
|
83,026
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,377
|
|
(12)
|
|
120,893
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,730
|
|
(13)
|
|
47,783
|
|
|
2,177
|
|
(14)
|
|
60,120
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
15,226
|
|
(15)
|
|
420,542
|
|
Thomas D. Klauer
|
|
2,936
|
|
—
|
|
|
34.46
|
|
|
11/29/2015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
6,046
|
|
—
|
|
|
34.73
|
|
|
7/25/2016
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
32,890
|
(5)
|
|
34.75
|
|
|
8/28/2017
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343
|
|
(6)
|
|
9,474
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
(7)
|
|
36,016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,844
|
|
(8)
|
|
78,551
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,532
|
|
(10)
|
|
97,554
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,532
|
|
(10)
|
|
97,554
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,221
|
|
(12)
|
|
116,584
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,543
|
|
(13)
|
|
70,238
|
|
|
3,159
|
|
(14)
|
|
87,261
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
22,838
|
|
(15)
|
|
630,786
|
|
(1)
|
Options to purchase Class A common stock granted prior to fiscal 2012 generally become exercisable for
20%
of the shares on
June 1
following the grant date and on
June 1
of each of the next four years thereafter, becoming fully exercisable on the fifth June 1 following the grant date, subject to continued employment, and accelerated vesting under certain circumstances. All options granted prior to fiscal 2012 are fully vested.
|
(2)
|
Unexercisable options to purchase Class A common stock relate only to options granted during fiscal 2012. These become exercisable for 100% of the shares on the second anniversary of the grant date.
|
(3)
|
RSUs become exercisable for 20% of the shares on June 1 following the grant date and on June 1 of each of the next four years thereafter, becoming fully exercisable on the fifth June 1 following the grant date, subject to continued employment, and accelerated vesting under certain circumstances.
|
(4)
|
Market values of all shares are based on the closing price of the Class A common stock on the last trading day of fiscal
2012
.
|
(5)
|
This option vests as to 100% of the shares on August 28, 2014.
|
(6)
|
This RSU will be fully vested on
June 1, 2013
.
|
(7)
|
This RSU vests as to 50% of the shares on
June 1
each year in
2013
and
2014
.
|
(8)
|
This RSU vests as to 33.3% of the shares on
June 1
each year in
2013
,
2014
and
2015
.
|
(9)
|
This RSU will be fully vested on
June 29, 2013
.
|
(10)
|
This RSU vests as to 25% of the shares on
June 1
each year in
2013
,
2014
,
2015
and
2016
.
|
(11)
|
This RSU will be fully vested on August 28, 2017.
|
(12)
|
Reflects LTIP shares that were subject to performance over the performance period of fiscal 2010-2012. The number of shares issuable was based on performance during this period, and vesting of these shares was also subject to continued employment until October 31, 2012.
|
(13)
|
One-third of the target shares subject to LTIP performance share awards granted in fiscal 2011 were subject to performance during each of fiscal 2011 and fiscal 2012, with another one-third of the target shares subject to performance in fiscal 2013. The amount in the table for each named executive officer is the number of shares that are issuable under these awards based on performance during fiscal 2011 and fiscal 2012, with vesting of these shares subject to continued employment until October 31, 2013.
|
(14)
|
Reflects the portion of the LTIP performance share awards that were granted in fiscal 2011 that will vest subject to and based on performance during fiscal 2013. Share amounts are based on the number of shares that would be issued at the 2x maximum level of performance.
|
(15)
|
Reflects the LTIP performance share awards that were granted in fiscal 2012 that will vest subject to and based on performance during fiscal 2013 and fiscal 2014. Share amounts are based on the number of shares that would be issued at the 2x maximum level of performance.
|
(16)
|
Reflects special LTIP performance share awards granted in fiscal 2010 that will vest based on the return on investment for upgrades to the nonferrous metals recovery systems at the Company's major metals recycling facilities in Portland, Tacoma, Everett and Oakland over the three-year period following completion of each upgrade. Maximum share payouts based on continued employment and performance of the upgrades at the respective facilities are as follows: 1,610 shares for Portland through August 1, 2013, 1,610 shares for Tacoma through November 1, 2013, 1,610 shares for Everett through March 1, 2014, and 1,431 shares for Oakland through May 1, 2014.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares
Acquired
on Exercise
(#)
|
|
Value Realized
on Exercise
($)
|
|
Number of
Shares
Acquired
on Vesting
(#)
|
|
Value Realized
on Vesting
($)(1)
|
||||
Tamara L. Lundgren
|
|
—
|
|
|
—
|
|
|
66,309
|
|
|
2,333,471
|
|
Richard D. Peach
|
|
—
|
|
|
—
|
|
|
6,859
|
|
|
216,219
|
|
Patrick L. Christopher
|
|
—
|
|
|
—
|
|
|
4,804
|
|
|
154,284
|
|
Richard C. Josephson
|
|
—
|
|
|
—
|
|
|
5,498
|
|
|
175,534
|
|
Thomas D. Klauer
|
|
—
|
|
|
—
|
|
|
5,809
|
|
|
183,521
|
|
(1)
|
The value realized on vesting is based on the closing price of the Class A Common stock on the vesting date.
|
Name
|
|
Age
|
|
Plan Name
|
|
Number of Years of
Credited Service
|
|
Present Value of
Accumulated Benefit
($)(1)
|
|
Payments During
Last Fiscal Year
($)
|
||||
Tamara L. Lundgren
|
|
55
|
|
|
Pension Retirement Plan
|
|
7
|
|
|
43,941
|
|
|
—
|
|
|
|
|
|
Suppl. Exec. Retirement Bonus Plan
|
|
6.92
|
|
|
465,776
|
|
|
—
|
|
|
Richard D. Peach
|
|
48
|
|
|
Pension Retirement Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
Patrick L. Christopher
|
|
47
|
|
|
Pension Retirement Plan
|
|
7
|
|
|
26,695
|
|
|
—
|
|
Richard C. Josephson
|
|
64
|
|
|
Pension Retirement Plan
|
|
7
|
|
|
29,556
|
|
|
—
|
|
Thomas D. Klauer
|
|
58
|
|
|
Pension Retirement Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The Pension Retirement Plan Present Value of Accumulated Benefit in the above table represents the actuarial present value as of
August 31, 2012
of each named executive officer's frozen pension benefit, assuming commencement of benefit payments at age 65. Benefit accruals under that plan ceased when the plan was frozen on June 30, 2006, but years of service are still relevant for purposes of satisfying the five-year vesting requirement. The SERBP Present Value of Accumulated Benefit in the table above represents the actuarial present value as of
August 31, 2012
of Ms. Lundgren's pension benefit calculated based on years of credited service and the maximum SERBP benefit level as of that date and assuming commencement of benefit payments at age 60. Actuarial present values were calculated using a discount rate of
3.67%
with respect to the Pension Retirement Plan and
3.38%
with respect to the SERBP, and the mortality table set forth in IRS Revenue Ruling 2007-67 for both plans, the same assumptions used in the pension benefit calculations reflected in the Company's audited consolidated balance sheet for the year ended
August 31, 2012
. See "Compensation Discussion and Analysis – Elements of Compensation – Executive Benefits – Retirement Plans."
|
•
|
the acquisition by any person of 20 percent or more of the Company's outstanding Class A common stock;
|
•
|
the nomination (and subsequent election) of a majority of the Company's directors by persons other than the incumbent directors; or
|
•
|
the consummation of a sale of all or substantially all of the Company's assets or an acquisition of the Company through a merger or share exchange.
|
Name
|
|
Cash
Severance
Benefit
($)(1)
|
|
Non-competition Covenant Payment ($)(2)
|
|
Insurance
Continuation
($)(3)
|
|
Stock Option
Acceleration and Extension
($)(4)
|
|
Restricted
Stock Unit
Acceleration
($)(5)
|
|
LTIP
Performance
Share
Acceleration
($)(6)
|
|
Tax
Gross-up
Payment
($)(7)
|
|
Total
($)
|
||||||||
Tamara L. Lundgren
|
|
7,500,000
|
|
|
—
|
|
|
42,528
|
|
|
—
|
|
|
2,617,354
|
|
|
3,161,909
|
|
|
—
|
|
|
13,321,791
|
|
Richard D. Peach
|
|
1,539,000
|
|
|
—
|
|
|
31,232
|
|
|
370,154
|
|
|
391,182
|
|
|
759,716
|
|
|
—
|
|
|
3,091,284
|
|
Patrick L. Christopher
|
|
1,100,000
|
|
|
893,523
|
|
|
30,486
|
|
|
126,104
|
|
|
239,632
|
|
|
732,261
|
|
|
—
|
|
|
3,122,006
|
|
Richard C. Josephson
|
|
1,274,625
|
|
|
—
|
|
|
39,881
|
|
|
305,153
|
|
|
268,495
|
|
|
421,343
|
|
|
—
|
|
|
2,309,497
|
|
Thomas D. Klauer
|
|
1,208,798
|
|
|
—
|
|
|
18,643
|
|
|
279,476
|
|
|
319,149
|
|
|
562,868
|
|
|
—
|
|
|
2,388,934
|
|
(1)
|
Cash Severance Benefit.
The change in control agreements provide for cash severance equal to a multiple (three for Ms. Lundgren, and one and one-half for Messrs. Peach, Josephson and Klauer and one for Mr. Christopher) times the sum of (a) the officer's base salary plus (b) the greater of (1) the average of the officer's last three annual bonuses, except that for Ms. Lundgren the amount taken into account for any such bonus shall not exceed three times the target bonus for such year, or (2) the most recently established target bonus. The change in control agreements also provide for a payment of all or a portion of the annual bonus for the year in which termination occurs. The table above does not include a bonus payment for fiscal
2012
because bonuses earned for fiscal
2012
are included in the Summary Compensation Table and no additional amount would have been earned in fiscal
2012
if the officer had terminated employment as of
August 31, 2012
.
|
(2)
|
Noncompetition Covenant Payment
. Mr. Christopher has entered into an employment agreement providing, among other things, for certain payments following termination of his employment as consideration for certain noncompetition and
|
(3)
|
Insurance Continuation.
If cash severance benefits are triggered, the change in control agreements also provide for continuation of Company paid life, accident and medical insurance benefits for up to 36 months following termination of employment for Ms. Lundgren, up to 18 months for Messrs. Peach, Josephson and Klauer and up to 12 months for Mr. Christopher, except to the extent similar benefits are provided by a subsequent employer. The amounts in the table above represent 36, 18 or 12 months, as applicable, of life, accident and medical insurance benefit payments at the rates paid by the Company for each of these officers as of
August 31, 2012
.
|
(4)
|
Stock Option Acceleration and Extension.
All outstanding unexercisable options for all named executive officers will immediately become exercisable on a change in control of the Company, whether or not the officer's employment is terminated in connection with the change in control. If cash severance benefits are triggered, all options held by Messrs. Peach, Christopher, Josephson and Klauer will remain outstanding for their full term. Information regarding outstanding options held by the named executive officers is set forth in the "Outstanding Equity Awards" table. The amounts in the table above represent the sum of (a) the positive spread, if any, between $27.62 (the closing market price of the Company's Class A Common Stock on August 31, 2012, the last trading day of fiscal 2012) and the exercise price for each outstanding unexercisable option held by the applicable officer on August 31, 2012, and (b) the increase in value of outstanding options resulting from the extension of the post-termination exercise period from 90 days to the full remaining term, with the option values for 90-day and full remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used for valuing our options under accounting for share-based compensation.
|
(5)
|
RSU Acceleration.
All RSUs for all named executive officers will immediately vest on a change in control of the Company, whether or not the officer's employment is terminated in connection with the change in control. Information regarding unvested RSUs held by the named executive officers is set forth in the "Outstanding Equity Awards" table. The amounts in the table above represent the number of shares subject to unvested RSUs multiplied by a stock price of
$27.62
per share, which was the closing price of the Company's Class A common stock on
August 31, 2012
, the last trading day of fiscal
2012
.
|
(6)
|
LTIP Performance Share Acceleration.
Under the terms of the standard LTIP performance share award agreements, upon a Company sale, a named executive officer would receive a payout in an amount equal to the greater of (a) 100% of the target share amount or (b) the payout calculated as if the performance period had ended on the last day of the Company's most recently completed fiscal quarter prior to the date of the Company sale, taking into account provisions in the award agreements for calculating performance for a shorter performance period and a partial year. Under the terms of the special LTIP performance share award agreements relating to nonferrous recovery system upgrades, upon a Company sale, Mr. Christopher would receive a payout of 100% of the maximum share amount. The accelerated payouts would occur whether or not the officer's employment was terminated in connection with the Company sale. The amounts in the table above represent the value of outstanding LTIP performance share awards that would vest and be paid out pursuant to the terms of the award agreements on a Company sale based on a stock price of
$27.62
per share, which was the closing price of the Company's Class A common stock on
August 31, 2012
, the last trading day of fiscal
2012
.
|
(7)
|
Tax Gross-up Payment.
If any payments to a named executive officer in connection with a change in control are subject to the 20% excise tax on "excess parachute payments" as defined in Section 280G of the Code, the Company is required under the change in control agreements to make a tax gross-up payment to the officer sufficient so that officer will receive benefits as if no excise tax were payable. However, for the named executive officers other than Ms. Lundgren there is a cut back provision that provides that if the "parachute value" is less than 110% of the Safe Harbor amount (as such terms are defined in the change of control agreement), no additional payment is required and the amounts payable to the named executive officer will be reduced to 2.99 times such officer's "base amount."
|
Name
|
|
Cash
Severance
Benefit
($)(1)
|
|
Non-competition Covenant Payment ($)(2)
|
|
Insurance
Continuation
($)(3)
|
|
Stock Option Acceleration ($)(4)
|
|
Restricted
Stock Unit
Acceleration
($)(5)
|
|
LTIP
Performances
Share
Acceleration
($)(6)
|
|
Total
($)
|
|||||||
Tamara L. Lundgren
|
|
7,500,000
|
|
|
—
|
|
|
28,352
|
|
|
—
|
|
|
2,617,354
|
|
|
1,185,368
|
|
|
11,331,074
|
|
Richard D. Peach
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230,682
|
|
|
230,682
|
|
Patrick L. Christopher
|
|
—
|
|
|
893,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,756
|
|
|
1,038,279
|
|
Richard C. Josephson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,649
|
|
|
163,649
|
|
Thomas D. Klauer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182,292
|
|
|
182,292
|
|
(1)
|
Cash Severance Benefit.
Ms. Lundgren has entered into an employment agreement providing for, among other things, cash severance benefits if her employment is terminated by the Company without "cause" or by her for "good reason" in circumstances not involving a change in control. "Cause" and "good reason" generally have the same meaning as under the change in control agreements described above. The cash severance payment for Ms. Lundgren is equal to three times the sum of base salary plus target bonus as in effect at the time plus a pro rata portion of the incentive bonus that she would have received if she had remained employed for the fiscal year in which the termination occurs (based on the portion of the year worked). The table above does not include a pro rata portion of the incentive bonus for fiscal
2012
because bonuses earned for fiscal
2012
are included in the Summary Compensation Table and no additional amounts would have been earned if Ms. Lundgren had terminated employment as of
August 31, 2012
. These amounts are payable within 30 days after termination. Under the AICP, if a named executive officer (other than Ms. Lundgren) were involuntarily terminated by the Company without cause (as determined by the Committee), the named executive officer would receive, at the time that bonuses under the program were determined and paid for other participants, a bonus based on the officer's earnings for the portion of the year the participant was employed. For this purpose the officer would be deemed to have satisfied the officer's individual goals. The table above does not include bonus payments for fiscal
2012
because bonuses earned for fiscal
2012
are included in the Summary Compensation Table and no additional amounts would have been earned if the officers had terminated employment as of
August 31, 2012
.
|
(2)
|
Noncompetition Covenant Payment
. Mr. Christopher has entered into an employment agreement providing, among other things, for certain payments following termination of his employment as consideration for certain noncompetition and nonsolicitation covenants, but only if we terminate his employment without cause or he resigns with good reason. In all those cases, Mr. Christopher is entitled to receive his base salary for one year and then receive a bonus at the end of that year equal to the average of his last three annual bonuses. The amount in the table above represents the sum of his base salary plus the average of his last three annual bonuses.
|
(3)
|
Insurance Continuation.
If cash severance benefits are triggered under Ms. Lundgren's employment agreement, her employment agreement provides for continuation for up to 24 months of Company paid life, accident and health insurance benefits for Ms. Lundgren and Ms. Lundgren's spouse and dependents, and the amount in the table represents 24 months of such insurance benefit payments at the rates paid by us for Ms. Lundgren as of
August 31, 2012
.
|
(4)
|
Stock Option Acceleration
. If cash severance benefits are triggered under Ms. Lundgren's employment agreement, her employment agreement provides that all of her outstanding unexercisable options will immediately become exercisable. Information regarding outstanding unexercisable options held by Ms. Lundgren is set forth in the Outstanding Equity Awards table. No amount is reported in the table above because the exercise price for each outstanding unexercisable option held by Ms. Lundgren on August 31, 2012 exceeded $27.62 (the closing market price of the Company's Class A Common Stock on August 31, 2012, the last trading day of fiscal 2012).
|
(5)
|
RSU Acceleration.
If cash severance benefits are triggered under Ms. Lundgren's employment agreement, her employment agreement also provides that all RSUs will immediately vest. Information regarding unvested restricted stock units held by Ms. Lundgren is set forth in the Outstanding Equity Awards table. The amount in the table above represents the number of shares subject to unvested RSUs multiplied by a stock price of
$27.62
per share, which was the closing price of the Company's Class A common stock on
August 31, 2012
, the last trading day of fiscal
2012
.
|
(6)
|
LTIP Performance Shares Acceleration.
Under the terms of the standard LTIP performance share award agreements, if a named executive officer's employment is terminated by the Company without cause in circumstances not involving a Company sale after the end of the twelfth month of the applicable performance period and prior to the vesting date, the named executive officer would be entitled to receive a prorated award to be paid following completion of the performance period, taking into account the number of performance shares that would otherwise have been issued based on the actual performance during the entire performance period and the portion of the performance period the officer had worked. The officer is required to provide a release of claims in connection with such payout. For this purpose, "cause" generally means (a) the conviction of the officer of a felony involving theft or moral turpitude or relating to the business of the Company, (b) the officer's continued failure to perform assigned duties, (c) fraud or dishonesty by the officer in connection with employment with the Company, (d) any incident materially compromising the officer's reputation or ability to represent the Company with the public, (e) any willful misconduct that substantially impairs the Company's business or reputation, or (f) any other willful misconduct by the officer that is clearly inconsistent with the officer's position or responsibilities. No accelerated vesting on termination without cause is provided in the special LTIP performance share awards relating to nonferrous recovery system upgrades. The amounts in the table above are calculated based on actual performance for completed portions of the applicable performance periods and assume performance at the 100% payout level (actual performance may be more or less) for the remaining portions of the performance periods, with the resulting number of performance shares then multiplied by a stock price of
$27.62
per share, which was the closing price of the Company's Class A common stock on
August 31, 2012
, the last trading day of fiscal
2012
.
|
Name
|
|
Stock Option
Extension
($)(1)
|
|
Restricted
Stock Unit
Acceleration
($)(2)
|
|
LTIP
Performance Shares
Acceleration
($)(3)
|
|
Total
($)
|
||||
Thomas D. Klauer
|
|
10,150
|
|
|
319,149
|
|
|
182,292
|
|
|
511,591
|
|
(1)
|
Stock Option Extension.
The terms of outstanding options provide that on retirement, the standard 90-day period for exercising options following termination of employment will be extended to 12 months, but not beyond each option's original 10-year term. Information regarding outstanding options held by Mr. Klauer is set forth in the "Outstanding Equity Awards" table. The amount in the table above represents the increase in value of outstanding options resulting from the extension of the post-termination exercise period from 90 days to 12 months, with the option values for 90-day and 12-month remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used for valuing our options under accounting for share-based compensation.
|
(2)
|
RSU Acceleration.
The terms of the RSU awards (other than Ms. Lundgren's RSU for 2,763 shares granted in August 2012) provide for accelerated vesting on retirement. Information regarding unvested RSUs held by Mr. Klauer is set forth in the "Outstanding Equity Awards" table above. The amount in the table above represents the number of shares subject to RSUs that would vest on retirement multiplied by a stock price of
$27.62
per share, which was the closing price of the Company's Class A common stock on
August 31, 2012
, the last trading day of fiscal
2012
.
|
(3)
|
LTIP Performance Shares Acceleration
. Under the terms of the standard LTIP performance share awards, if a named executive officer retires prior to the vesting date, the named executive officer would be entitled to receive a pro-rated award to be paid following completion of the performance period, taking into account the number of performance shares that would otherwise have been issued based on the actual performance through the entire performance period and the portion of the performance period the officer had worked. The officer is required to provide a release of claims in connection with such payout. The amount in the table above is calculated based on actual performance for completed portions of the applicable performance periods and assumes performance at the 100% payout level (actual performance may be more or less) for the remaining portions of the performance periods, with the resulting number of performance shares then multiplied by a stock price of $27.62 per share, which was the closing price of the Company's Class A common stock on August 31, 2012, the last trading day of fiscal 2012.
|
Name
|
|
Stock Option
Acceleration
and Extension
($)(1)
|
|
Restricted
Stock Unit
Acceleration
($)(2)
|
|
LTIP
Performance Shares
Acceleration
($)(3)
|
|
Total
($)
|
||||
Tamara L. Lundgren
|
|
197,175
|
|
|
2,617,354
|
|
|
1,151,478
|
|
|
3,966,007
|
|
Richard D. Peach
|
|
54,983
|
|
|
391,182
|
|
|
223,915
|
|
|
670,080
|
|
Patrick L. Christopher
|
|
21,556
|
|
|
239,632
|
|
|
185,496
|
|
|
446,684
|
|
Richard C. Josephson
|
|
52,314
|
|
|
268,495
|
|
|
159,754
|
|
|
480,563
|
|
Thomas D. Klauer
|
|
46,987
|
|
|
319,149
|
|
|
176,934
|
|
|
543,070
|
|
(1)
|
Stock Option Acceleration and Extension.
The terms of outstanding options provide that upon termination of employment as a result of disability or death, all unvested options shall become fully exercisable and the standard 90-day period for exercising options following termination of employment will be extended to 12 months, but not beyond each option's original 10-year term. Information regarding outstanding unexercisable options held by the named executive officers is set forth in the "Outstanding Equity Awards" table. The amounts in the table above represent the sum of (a) the positive spread, if any, between $27.62 (the closing market price of the Company's Class A Common Stock on August 31, 2012, the last trading day of fiscal 2012) and the exercise price for each outstanding unexercisable options held by the applicable officer on August 31, 2012, and (b) the increase in value of outstanding options resulting from the extension of the post-termination exercise period from 90 days to 12 months, with the option values for 90-day and 12-month remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used for valuing our options under accounting for share-based compensation.
|
(2)
|
RSU Acceleration.
The terms of the RSU awards provide for accelerated vesting upon termination of employment as a result of disability or death. Information regarding unvested RSUs held by the named executive officers is set forth in the "Outstanding Equity Awards" table above. The amounts in the table above represent the number of shares subject to unvested RSUs multiplied by a stock price of $27.62 per share, which was the closing price of the Company's Class A common stock on August 31, 2012, the last trading day of fiscal 2012.
|
(3)
|
LTIP Performance Shares Acceleration
. Under the terms of the standard LTIP performance share awards, if a named executive officer's employment is terminated due to death or disability prior to the vesting date, the officer (or his or her estate) would receive a payout in an amount equal to the payout calculated as if the performance period had ended on the last day of the Company's most recently completed fiscal quarter prior to the date of employment termination, taking into account provisions in the award agreement for calculating performance for a shorter performance period and a partial year, and prorated for the portion of the performance period the officer had worked. Under the terms of the special LTIP performance share awards relating to nonferrous recovery system upgrades that Mr. Christopher has received, if he dies or becomes disabled after the end of the 24th month of the applicable performance period and prior to the vesting date, he will be entitled to receive a full payout under the award following completion of the performance period. The amounts in the table above represent the value of outstanding LTIP performance share awards that would vest and be paid out pursuant to the terms of the award agreements on death or disability based on a stock price of $27.62 per share, which was the closing price of the Company's Class A common stock on August 31, 2012, the last trading day of fiscal 2012.
|
Plan category
|
|
(a)
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and
rights(2)
|
|
(b)
Weighted average
exercise price of
outstanding options,
warrants and
rights(3)
|
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by shareholders(1)
|
|
1,769,024
|
|
|
$
|
31.94
|
|
|
5,880,245
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,769,024
|
|
|
$
|
31.94
|
|
|
5,880,245
|
|
(1)
|
Consists entirely of shares of Class A common stock authorized for issuance under the Company's SIP.
|
(2)
|
Consists of
611,592
shares subject to outstanding options,
302,920
shares subject to outstanding RSUs,
151,377
shares subject to outstanding DSUs or credited to stock accounts under the Deferred Compensation Plan for Non-Employee Directors, and
703,135
shares representing the maximum number of shares that could be issued under outstanding LTIP performance share awards.
|
(3)
|
Represents the weighted average exercise price for options included in column (a).
|
•
|
Pay for Performance: The majority of our named executive officers' compensation is not guaranteed, but is based on the financial performance of the Company as a whole.
|
•
|
Change in Control Agreements: No excise tax gross-ups have been included in new agreements since 2008.
|
•
|
Minimal Perquisites: We do not have any special perquisites and the annual value is small.
|
•
|
Share-ownership Guidelines: The guidelines specify that the CEO must hold our Class A Common Stock in the amount of five times base salary and Senior Vice Presidents must hold two times base salary. Our policy is to allow our executive officers to reach their targeted holdings through retention of shares which vest under our SIP. Our CEO has achieved the minimum required ownership, and each of the other named executive officers was otherwise in compliance with the guidelines as of August 31, 2012.
|
•
|
Regular Review of Share Utilization: We evaluate share utilization annually by reviewing overhang levels (dilutive impact of equity compensation on shareholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares).
|
•
|
Independent Compensation Consulting Firm: The Compensation Committee utilizes an independent compensation consulting firm which does not provide other services to the Company.
|
•
|
Dividends and Dividend Equivalents: No dividends or dividend equivalents are paid on unearned LTIP performance shares.
|
|
|
2012
|
|
2011
|
||||
Audit Fees(1)
|
|
$
|
1,784,235
|
|
|
$
|
1,532,653
|
|
Audit Related Fees(2)
|
|
—
|
|
|
295,225
|
|
||
Tax Fees(3)
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
3,600
|
|
|
3,600
|
|
||
Total
|
|
$
|
1,787,835
|
|
|
$
|
1,831,478
|
|
(1)
|
Comprised of the audit of the Company's annual financial statements, reviews of the Company's quarterly financial statements and the required audit of the Company's internal control over financial reporting, as well as consents related to and reviews of other documents filed with the SEC.
|
(2)
|
Comprised of acquisition due diligence and consultations regarding internal controls and financial accounting and reporting.
|
(3)
|
Comprised of services for tax compliance, tax return preparation, tax advice and tax planning.
|
•
|
Reviewed and discussed the audited financial statements of the Company with management.
|
•
|
Discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200 T.
|
•
|
Received the written disclosures and the letter from the Company's independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence and has discussed with the independent accountant the independent accountant's independence.
|
•
|
Based on the review and discussions described above, recommended to the Board of Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 2012
filed with the SEC.
|
![]() |
Shareowner Services
|
|
COMPANY #
|
P.O. Box 64945
|
|
|
|
St. Paul, MN 555164-0945
|
|
|
|
|
|
|
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
|
|
|
|
Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if
you marked, signed and returned your proxy card.
|
|
|
![]() |
INTERNET
– www.eproxy.com/schn
|
|
|
|
Use the Internet to vote your proxy until
12:00 p.m. (CT) on January 29, 2013. |
|
|
|
|
|
|
![]() |
PHONE
–
1-800-560-1965
|
|
|
|
Use a touch-tone telephone to vote your proxy
until 12:00 p.m. (CT) on January 29, 2013.
|
|
|
|
|
|
|
![]() |
MAIL
– Mark, sign and date your proxy card
|
|
|
|
and return it in the postage-paid envelope provided.
|
|
|
|
|
|
|
If you vote your proxy by Internet or by Telephone, you
do NOT need to mail back your Proxy Card.
|
|
|
The Board of Directors Recommends a Vote FOR Proposals 1 and 2.
|
|
|||||
|
1. Election of directors:
|
01 William A. Furman
|
£
|
Vote FOR
all nominees
(except as marked)
|
£
|
Vote WITHHOLD from all nominees
|
|
|
|
02 William D. Larsson
|
|
|
|
||
|
|
03 David L. Jahnke
|
|
|
|
||
|
|
|
|
|
|
|
|
|
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
|
|
|
|
|
|
|
2. To vote on an advisory resolution on executive compensation
|
|
£
|
For
|
£
|
Against
|
£
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
The proxies may vote in their discretion as to other matters which may come before the meeting.
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED
FOR
PROPOSALS 1 AND 2.
|
|
|||||||
|
Date
|
|
|
|
|
|
|
|
|
|
Address Change? Mark Box
|
£
|
Indicate changes below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature(s) in Box
|
|
|
|
|
|
|
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
|
|
|
|
|
|
|
|
|
|
|
Schnitzer Steel Industries, Inc.
P.O. Box 10047 Portland, Oregon 97296-0047 |
|
|
|
proxy
|
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
Customers
Customer name | Ticker |
---|---|
Carpenter Technology Corporation | CRS |
Reliance Steel & Aluminum Co. | RS |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|